Healthy Investments Ltd Directors Report

To The Shareholders,

Your Directors present the 44 th Annual Report together with the Audited Financial Statements of Accounts for the year ended March 31, 2026.

1. FINANCIAL RESULTS:

PARTICULARS	2025-26	2024-25
	( In Million)	( In Million)
Profit before depreciation	0.659	0.750
Less: Depreciation	-	-
Profit before taxes	0.659	0.750
Less: Current tax	-	0.345
Less: Tax pertaining to earlier years	0.073	0.002
Less: Deferred Tax	0.948	6.279
Profit available for appropriation (A)	0.539	(5.876)
Other Comprehensive Income (B)	30.159	1.281
Total Comprehensive Income (A+B)	30.698	(4.595)
Transfer to Reserve fund (C)	-	-
Profit for the year (A-C)	0.539	(5.876)
Add: Surplus brought forward from last year	75.796	81.483
Add: Transfer from OCI	24.003	0.190
Add: Transfer from Reserve fund	9.179	-
Surplus carried to balance sheet	109.518	75.796

2. STATE OF COMPANYS AFFAIRS:

During the year under review, the Company earned total revenue of 2.042 Million as compared to 2.086 Million in the previous year, representing a decrease of approximately 2.11%. The Company earned a major portion of its income from dividends and dealing in investments. The Company made the profit After Tax of 0.539 Million during the year under review as against a Loss After Tax of 5.876 Million in the previous year. Your directors are putting in their best efforts for exploring more business opportunities so as to increase the growth and profitability of the Company in the years to come .

3. DIVIDEND:

In order to retain funds for growth and expansion of the Company, your Directors do not recommend any dividend for the financial year 2025-26.

4. RESERVES:

During the year under review, the company has not transferred any amount to reserves.

5. DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Internal Financial Control Systems of the Company have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Accounting Standards.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

6. DETAILS OF SUBSIDIARIES / ASSOCIATE COMPANIES / JOINT VENTURES:

There are no subsidiary / associate / joint venture companies associated with the Company and as such there is no information to be provided in this regard.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of directors of your Company has an optimum combination of Executive, Non-Executive, Independent Directors including Woman Director.

(i) Chairperson and Directors

Mr. Krishna Babu Cherukuri was appointed as Chairperson and Director and Mr. Kameswara Sarma Chavali was appointed as Non - Executive Non -Independent Director of the Company and Mrs. Rukmini Devi Satuluri was appointed as Executive Director of the Company as on the date of this report.

Subsequent to the end of the financial year, Mr. Ashwin Nandan Singh (DIN: 11907318) was appointed as an Additional Director in the category of Non-Executive Director with effect from August 31, 2026.

Mr. Kameswara Sarma Chavali, Director of the Company, retires by rotation and being eligible, offers himself for reappointment.

(ii) Independent Directors

In terms of the provisions of Section 149 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Subramanian Neelakantan is serving as an Independent Director of the Company as on the date of this Report.

During the period under review, Mrs. Revathi Raghunathan (DIN: 01254043) resigned from the office of Independent Director of the Company with effect from March 13, 2026.

Subsequent to the end of the financial year, Mr. Manish Kumar Shukla (DIN: 08520576) was appointed as an Additional Director in the category of Independent Director with effect from May 22, 2026.

All the Independent Directors of your Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

Key Managerial Personnel:

Following are the Key Managerial Personnel of the Company as per Section 203 of Companies Act, 2013 as on the end of financial year.

S. No	Name of the Person	Designation
1.	Mrs. Rukmini Devi Satuluri	Chief Executive Officer
2.	Mr. Murali Damodar Kanuri	Chief Financial Officer
3.	Ms. Swati Ajmera (Resigned w.e.f. Sep-	Company Secretary & Compliance of-
	tember 11, 2025)	ficer
4	Ms. Nisha Nagraj Rao (Appointed w.e.f.	Company Secretary & Compliance of-
	December 10, 2025)	ficer

During the year under review, Ms. Swati Ajmera, Resigned as Company Secretary & Compliance officer of the w.e.f. September 11, 2025 and Ms. Nisha Nagraj Rao (having membership No. ACS: 77754) appointed as the Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company w.e.f. December 10, 2025.

Subsequent to the end of the financial year, Ms. Nisha Nagraj Rao (having membership No. ACS: 77754) resigned as the Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company w.e.f. July 31, 2026.

Annual Evaluation of Boards Performance:

In terms of the provisions of Section 134 of the Companies Act, 2013, the Directors carried out the annual performance evaluation of the Board, Committees of Board and individual Directors along with assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

8. NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 5 (Five) times during the Financial Year from May 29, 2025, August 14, 2025, November 12, 2025, December 10, 2025, February 11, 2026.

The composition and category of Directors, their attendance at the Board Meetings and at the last AGM held during the FY 2025-26 are as follows:

Name of	the	Category	of	Number of	Number of Board	Whether attended
Director		the Director		Board Meetings	Meetings at-	AGM held on
				entitled to at-	tended during	30.07.2025
				tend during the	the FY 2025-26
				FY 2025-26
Kameswara		Non-		5	5	Yes
Sarma Chavali		Executive
DIN: 06933900		Director
Revathi		Independent		5	3	Yes
Raghunathan		Director
DIN: 01254043
(Resigned
w.e.f. March
13,2026)
Subramanian		Independent		5	4	Yes
Neelakantan		Director
DIN: 01474064
Krishna	Babu	Non-		5	5	Yes
Cherukuri		Executive
DIN: 00993286		Director
Rukmini	Devi	Executive		5	5	Yes
Satuluri		Director
DIN: 09547719

The Company has complied with the provisions of the Companies Act, 2013, Secretarial Standards and Listing Regulations regarding convening and conducting the Board and Audit Committee Meetings.

9. DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the Listing Regulations.

10. PUBLIC DEPOSITS:

During the financial year 2025-26, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014.

11. MATERIAL CHANGES AND COMMITMENTS:

No material changes have taken place or commitments made, affecting the financial position of the company, which have occurred between the end of the financial year and the date of this report.

12. AUDITORS:

Statutory Auditors:

Based on the recommendation of the Audit Committee, the Board of Directors of the Company appointed M/s. KPSN Associates LLP, Chartered Accountants (Firm Registration No. S200014), as the Statutory Auditors of the Company to fill the casual vacancy. The proposed Statutory Auditors shall hold office from the date of their appointment until the conclusion of the 44th Annual General Meeting of the Company.

The Board of Directors, based on the recommendation of the Audit Committee, further recommends the appointment of M/s. KPSN Associates LLP, Chartered Accountants (Firm Registration No. S200014), as Statutory Auditors of the Company for a period of five consecutive years, commencing from the conclusion of the 44th Annual General Meeting until the conclusion of the 49 th Annual General Meeting, subject to the approval of the Members of the Company.

M/s. Narasimha Rao and Associates, Chartered Accountants (Firm Registration No. 002336S), the erstwhile Statutory Auditors of the Company, had issued the Statutory Audit Report for the financial year ended March 31, 2026. The financial statements of the Company for the financial year 2025-26 were prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with the relevant rules made thereunder.

The Statutory Auditors Report for the financial year 2025-26 does not contain any qualification, reservation, adverse remark, matter of emphasis or disclaimer.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. B S S & Associates, Company Secretaries to undertake the Secretarial Audit of your Company for the FY 2025-26. The Secretarial Audit Report issued by M/s. B S S & Associates, Company Secretaries for the FY 2025-26 is enclosed as Annexure-II to this Report.

Secretarial Auditor:

In terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors, based on the recommendation of the Audit Committee, recommends the appointment of M/s. Kasat & Associates, Company Secretaries, as Secretarial Auditors of the Company for a period of five consecutive years, commencing from the conclusion of the 44th Annual General Meeting until the conclusion of the 49th Annual General Meeting, subject to the approval of the Members of the Company.

Internal auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, Mr. K Srivas Chartered Accountants, held the office of Internal Auditors of the Company for FY 2025-26.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company appointed M/s. Madhukar Reddy & Associates, Chartered Accountants (FRN: 026633S) as Internal Auditors of the Company for the FY 2026-27.

The internal audit reports and the suggestions made on a quarterly basis by the auditors, during the year under review, were duly noted by the Board and acted upon.

13. AUDIT OBSERVATIONS:

There is no adverse remarks or observations

Notes to Accounts are self-explanatory and do not call for any further comments.

14. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records under Section 148 of Companies Act, 2013 are not applicable to the Company.

15. AUDIT COMMITTEE:

The Audit Committee reviews the audit reports submitted by the Statutory Auditors, financial results, Effectiveness of internal audit processes and the Companys risk management strategy. It reviews the Companys established Systems and the Committee is governed by a Charter which is in accordance with Section 177 of the Companies Act, 2013 and the rules made thereunder.

The following is the composition of the Audit Committee:

Name of the Member	Designation	Chairman/Member
Mr. Subramanian Neelakantan	Non-Executive Independent	Chairman
	Director
Mrs. Revathi Raghunathan	Non-Executive Independent	Member
(ceased to be member with effect	Director
from March 13, 2026)
Mr. Krishna Babu Cherukuri	Non-Executive Director	Member
Mr. Manish Kumar Shukla	Non-Executive Independent	Member
(with effect from May 22, 2026)	Director

Note: Mrs. Revathi Raghunathan (Independent Director) resigned as Independent Director of the company w.e.f. March 13, 2026. Subsequent to the close of the financial year, Audit Committee reconstituted with effect from May 22, 2026.

The committee has been vested with the following roles and responsibilities:

The recommendation for appointment, remuneration and terms of appointment of Auditors of the Company; Review and monitor the auditors independence and performance, and effectiveness of audit process; Examination of the Financial Statement and the Auditors report thereon; Approval or any subsequent modification of transactions of the Company with related parties; Scrutiny of inter-corporate loans and investments; Valuation of undertakings or assets of the company, wherever it is necessary; Evaluation of internal financial controls and risk management systems; Monitoring the end use of funds raised through public offers and related matters. Any other responsibility as may be assigned by the board from time to time.

16. NOMINATION & REMUNERATION COMMITTEE:

Pursuant to the provisions of section 178 of the Companies Act, 2013, rules made there-under and Regulation 19 of SEBI (LODR) Regulations 2015, the Company has constituted Nomination and Remuneration Committee with the following members:

Name of the Member	Designation	Chairman/Member
Mr. Kameswara Sarma Chavali	Non-Executive Director	Chairman
Mr. Subramanian Neelakantan	Non-Executive Independent	Member
	Director
Mrs. Revathi Raghunathan	Non-Executive Independent	Member
(ceased to be member with effect	Director
from March 13, 2026)
Mr. Manish Kumar Shukla	Non-Executive Independent	Member
(with effect from May 22, 2026)	Director

Note: Mrs. Revathi Raghunathan (Independent Director) resigned as Independent Director of the company w.e.f. March 13, 2026. Subsequent to the close of the financial year, Nomination and Remuneration Committee reconstituted with effect from May 22, 2026 .

The Committee is authorised to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board a policy, relating to the remuneration for the directors, KMP and other employees.

The Committee is also authorized to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the board their appointment and removal and carry out evaluation of every Directors performance and perform such other roles as specified under Part D of Schedule II of SEBI (LODR) Regulations 2015.

17. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In pursuance of the provisions of section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations 2015, the Board has constituted Stakeholders Relationship Committee with the following members:

Name of the Member	Designation	Chairman/Member
Mr. Mr. Krishna Babu Cherukuri	Non-Executive Director	Chairman
Mr. Subramanian Neelakantan	Non-Executive Independent	Member
	Director
Mr. Kameswara Sarma Chavali	Non-Executive Director	Member

The committee shall look into various aspects of interest of shareholders, debenture holders and other security holders and perform such other roles as specified under Part D of Schedule II of SEBI (LODR) Regulations 2015.

18. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 the Annual Return of the company is placed on the website of the Company on the following link http://www.healthyinvestments.co.in/investors.html

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO :

Being an investment Company, there are no particulars to be furnished in this report as required by section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption. There were no foreign exchange earnings or outgo during the year.

20. CORPORATE SOCIAL RESPONSIBILITY:

As the Company has not reached the threshold limits specified in Section 135 of the Companies Act, 2013, the Board of Directors of your Company has not constituted a CSR Committee and no activity is presently taken up.

21. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

Every listed Company is required to establish the Vigil Mechanism for their Directors and Employees to report their genuine concerns or grievances under the Companies Act, 2013 and rules notified therein by Government of India.

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company has established a Vigil Mechanism for Directors and employees to report genuine concerns or grievances.

The Vigil Mechanism provides for adequate safeguards against victimisation of persons who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Vigil Mechanism is administered and overseen by the Audit Committee in accordance with the applicable provisions of the Companies Act, 2013.

Vigil Mechanism for the Directors and Employees of the Company interalia stipulate the following:

The Audit Committee shall oversee the Vigil Mechanism through the Committee and if any of the members of the Committee have a conflict of interest in a given case, they should recuse themselves and the others on the Committee would deal with the matter on hand. The Vigil Mechanism shall provide for adequate safeguards against victimization of Employees and Directors who avail of the Vigil Mechanism and also provide for direct access to the chairperson of the Audit Committee. In case of repeated frivolous complaints being filed by a Director or an Employee, the Audit Committee may take suitable action against the concerned Director or Employee including reprimand.

22. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT

WORKPLACE:

Your Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy is also laid down on the website of the company the weblink of the same is https://www.healthyinvestments.co.in/investors.html.

The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure.

(a) Number of complaints of sexual harassment received in the year: Nil (b) Number of complaints disposed off during the year: Nil (c) Number of cases pending for more than ninety days: N.A.

23. RELATED PARTY TRANSACTIONS:

The Related Party Disclosure as required as per Ind AS 24, are provided in Note No. 23 of the notes to financial statements. During the Financial Year 2025-26, your company has not entered into any transactions with related parties which are covered under Section 188 of the Companies Act, 2013.

During the financial year 2025-26, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

24. CORPORATE GOVERNANCE REPORT:

The Company is a listed entity. However, pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance specified under Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the said Regulations are not applicable to the Company, as the paid-up equity share capital and net worth of the Company, as on the last day of the previous financial year, are within the thresholds prescribed under the said Regulation.

Accordingly, the Company is not required to prepare or submit the Corporate Governance Report under Regulation 27(2) of the SEBI Listing Regulations. However, the Company continues to comply with the applicable provisions of the Companies Act, 2013, including those relating to the constitution and functioning of the Board and statutory committees, to the extent applicable.

25. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2026-27 to the BSE Limited, on which the Companys Shares are listed.

26. REMUNERATION TO THE DIRECTORS / KEY MANAGERIAL PERSONNEL / EMPLOYEES:

The Company has not paid any remuneration to Directors and none of the Directors and Employees are covered under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the year, the Company has paid remuneration to the Company Secretary, amounting to 0.245 Million.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the Listing Regulations, the Management Discussion and Analysis Report is enclosed as Annexure B and is a part of this report.

28. RISK MANAGEMENT:

The company has been addressing various risks impacting the company and the policy of the company on risk management is provided in the Management Discussion and Analysis Report which forms part of the annual report.

29. DEMATERIALISATION OF SHARES:

98.16% of the companys paid up Equity Share Capital is in dematerialized form as on March 31, 2026 and balance 1.84% is in physical form.

30. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; b) they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that year; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; e) internal financial controls to be followed by the company have been laid down and that such internal financial controls are adequate and were operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not provided any loans covered under Sections 185 and 186 of the Companies Act, 2013. The Company has not provided any guarantee or security for any loans. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. The provisions of Section 186 of the Companies Act 2013 do not apply to the Company.

32. COMPLIANCE WITH THE CODE OF CONDUCT:

The members of Board of Directors and senior management personnel have affirmed their compliance with the code of conduct of board of directors and senior management.

33. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT

AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.