Healthy Life Agritec Ltd Directors Report

To,

The Members of Healthy Life Agritec Limited.

Dear Members,

Your directors have pleasure in presenting the 6^th Directors Report on the business and operations of Healthy Life Agritec Limited (The Company) together with the Audited Financial Statements of Accounts of the Company for the Financial Year ended 31^st March, 2025.

1. FINANCIAL RESULT:

(Amount in Lakhs)

Particulars	F.Y. 2024- 2025		F.Y. 2023-2024
	Standalone	Consolidated	Standalone	Consolidated
Total Income Total Expenditure Profit / (Loss) Before Tax Less: Current Tax/Provision for Tax Profit / (Loss)After Tax	6,445.06	17,187.06	5,236.95	13,294.83
	6 ,195.27	16,751.81	5,038.10	12,959.98
	2 49.79	435.25	198.85	334.85
	6 3.01	1 09.69	49.98	84.22
	1 86.78	325.56	148.88	250.63

STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

During the Financial Year ended 31^st March, 2025, the Company has recorded total revenue of INR 6,445.06 Lakhs/- (Indian Rupees Six Thousand Four Hundred Forty-Five Point Zero Six Lakhs Only) as against INR 5236.95 Lakhs/- (Indian Rupees Five Thousand Two Hundred Thirty-Six Point Nine Five Lakhs Only) in the previous year. During the reporting period the Company has earned Net Profit of INR 186.78 Lakh/-( Indian Rupees One Hundred Eighty-Six Point Seven Eight Lakhs Only) as against INR 148.88 /-Lakhs (Indian Rupees One Hundred Forty-Eight Point Eight Eight Lakhs Only) in the previous year.

2. SHARE CAPITAL:

During the reporting period the Company has made changes in the share capital and the details of the same are as mentioned below:

Changes in the Capital Structure:

(i) Authorized Share Capital

As on 1st April, 2024, Authorized Share Capital of the company was INR 22,10,00,000/- divided into 2,10,00,000 Equity Shares of INR 10/- each, during the reporting period, following changes occurs in the company.

On 4th June, 2024 the co. has increase its Authorized Share Capital from existing Rs. 22,10,00,000 (Rupees Twenty-Two Crores Ten Lakhs) divided into 2,21,00,000 (Two Crore Twenty-One Lakhs) shares of Rs. 10/- each to Rs. 25,00,00,000 (Rupees Twenty-Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lakhs) shares of Rs. 10/- each ranking pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company vide a resolution passed by the members of Healthy Life Agritec Limited at Extra Ordinary General Meeting of the company held on Tuesday, 4th June, 2024 at 12:00 p.m.

As on 31st March 2025, Authorized Share Capital stood at INR 25,00,00,000/- divided into 2,50,00,000 Equity Shares of INR 10/- each.

During the financial year 2025-26 till date, the Company increased its Authorized Share Capital in following manner.

The Authorized Share Capital of the Company was initially increased from ^25,00,00,000 (Rupees Twenty-Five Crores) to ^45,00,00,000 (Rupees Forty-Five Crores), pursuant to the approval of the shareholders through postal ballot as on 30^th May, 2025.

Subsequently, the Authorized Share Capital was further increased from ^45,00,00,000 (Rupees Forty- Five Crores) to ^50,00,00,000 (Rupees Fifty Crores) by passing a resolution at the Extra-Ordinary General Meeting (EGM) of the Company held on Tuesday, 16th July 2025 at 2:00 p.m.

(ii) Issued, Subscribed & Paid-Up Capital

As on 1st April, 2024, paid up Share Capital of the company was 22,01,20,000/- divided into 22,012,000 Equity Shares of INR 10/- each, during the reporting period, following changes occurs in the company.

(iii) Issuance of Equity Shares by Way of Preferential Allotment

During the financial year, the Company issued 28,00,000 (Twenty-Eight Lakh) fully paid-up equity shares of face value ^10/- (Rupees Ten only) each at an issue price of ^15/- (Rupees Fifteen only) per share, which includes a premium of ^5/- (Rupees Five only) per share. The aggregate issue size amounted to ^4,20,00,000/- (Rupees Four Crore Twenty Lakh only).

This preferential issue was duly approved by the shareholders of the Company at the Extra-Ordinary General Meeting held on 4th June 2024, and the allotment was completed in compliance with the applicable provisions of the Companies Act, 2013 and relevant rules framed thereunder.

As a result of the above allotment, the Paid-up Share Capital of the Company as on 31st March 2025 stood at ^24,81,20,000/- (Rupees Twenty-Four Crore Eighty-One Lakh Twenty Thousand only), comprising 2,48,12,000 (Two Crore Forty-Eight Lakh Twelve Thousand) equity shares of face value ^10/- (Rupees Ten only) each.

3. DEPOSITS:

During the reporting period, our Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

4. DIVIDEND:

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2024-25.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the Reserves for the year ended March 31, 2025.

7. CHANGE IN THE NATURE OF BUSINESS. IF ANY:

During the financial year under review, there was no change in the nature of the business of the Company.

8. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATIONS) OR VARIATIONS):

During the reporting period and Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations / LODR) there was no deviation/variation in the utilisation of proceeds of the Company.

9. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

During the reporting period, the Company has 2 Wholly-Owned Subsidiary Companies named as follows:

1. Healthy Life Agro Limited

2. Healthy Life Farms Private Limited

Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are applicable and details of the same is annexed in AOC- 1 as Annexure-I.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on the date of the report, your company has the following Directors and Key Managerial Personnel:

Sr. No.	Name of Director	Designation	DIN	Date of Appointment	Date of Resignation
1	Ms. Divya Mojjada	Managing Director	07759911	01.08.2020	-
2	Mr.Mohammed Sadiq	Non- Executive Director	08612733	27.12.2021	-
3	Ms. Apra Sharma	Independent Director	10149103	07.06.2023	-
4	Mr. Anil Kumar Vijay	Independent Director	08294779	20.04.2022	-
5.	Mr. Sandeep Ramkirit Gaud	Chief Financial Officer	BCHPG3290	C20.04.2022	-
6.	Ms. Jyoti Kukreja	Company Secretary	-	27.05.2023	03.07.2024
7.	Ms. Rupal Kalsi	Company Secretary	-	05.08.2024	-

During the reporting period following Changes were made in Board of Directors and KMP of the Company

• Ms. Jyoti Kukreja, was appointed as a Company Secretary of the Company w.e.f. 27th May 2023 has resigned from the post of Company Secretary of the w.e.f. 3^rd July, 2024.

• Ms. Rupal Kalsi has been appointed as the Company Secretary of the Company w.e.f 05.08.2024

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the reporting period 8(Eight) meetings of the Board of Directors were held. The dates on which the said meetings were held:

• 9 th May, 2024

• 25^th May, 2024

• 27th May, 2024

• 5^th August, 2024

• 6^th September, 2024

• 14^th November, 2024

• 23^rd December, 2024

• 5t^h March, 2025

• The Details of Attendance of Each Director at the Board Meetings Are as Given Below:

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings eligible to attend	Number of Board Meetings attended
Ms. Divya Mojjada	01.08.2020	-	8	8
Mr. Mohammed Sadiq	27.12.2021	-	8	8
Ms. Apra Sharma	07.06.2023	-	8	8
Mr. Anil Kumar Vijay	20.04.2022	-	8	8

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

12. COMMITTEES OF BOARDS:

The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder during the reporting period and up to the date of this report:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

• Audit Committee:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

Sr. No.	Name of the Members	Designation	Nature of Directorship
1.	Anil Kumar Vijay	Chairman	Independent Director
2.	Divya Mojjada	Member	Managing Director
3.	Apra Sharma	M emb er	Independent Director

All the members of the Committee have accounting and financial management expertise. The Company Secretary is the secretary to the committee.

The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;

ii. To review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. To examine the financial statement and the auditors report thereon;

iv. To approve or any subsequent modification of transactions of the company with related parties;

v. To conduct scrutiny of inter-corporate loans and investments;

vi. To evaluate undertakings or assets of the company, wherever it is necessary;

vii. To evaluate internal financial controls and risk management systems;

viii. To monitor the end use of funds raised through public offers and related matters.

ix. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.

x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

The Audit Committee functions in accordance with the terms of reference specified by the Board of Directors and ensures the integrity of the Companys financial reporting process, compliance with legal and regulatory requirements, and the adequacy of internal control systems.

During the year, all recommendations of the audit committee were approved by the Board of Directors.

Meeting of Audit Committee

During the Financial Year under review 04 (four) meetings of the Members of Audit Committee were held.

The dates on which the said meetings were held:

• 27th May, 2024

• 6^th September, 2024

• 14^th November, 2024

• 5t^h March,2025

• Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/re-constituted in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The

level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

The Committee has been authorized to look after following major functions:

1. 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 shall carry out evaluation of every directors performance.

2. 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, key managerial personnel and other employees.

3. To ensure that—

(a)the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

(d) The policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

Meeting of Nomination and Remuneration Committee:

During the Financial Year under review 03 (Three) meetings of the Members of Nomination and Remuneration Committee were held.

The dates on which the said meetings were held:

• 09th May, 2024

• 5^th August,2024

• 6^th September, 2024

Sr. No.	Name of the Members	Designation	Nature of Directorship
1.	Apra Sharma	Chairman	Independent Director
2.	Anil Kumar Vijay	Member	Independent Director
3.	Mohammed Sadiq	Member	Non-Executive Director

• Stakeholders Relationship Committee:

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

Meeting of Stakeholders Relationship Committee:

During the Financial Year under review 02 (two) meetings of the Members of Stakeholders Relationship Committee were held.

The dates on which the said meetings were held:

• 09^th May 2024

• 6^th September, 2024

Separate Meeting Of Independent Directors

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Friday, 6^th September, 2024 at Registered office of the Company at SH-B/09, New Heera Panna CHS Ltd, Gokul Village Shanti Park, Mira Road East, Thane, Maharashtra, India - 401107 to evaluate their performance.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

Healthy Life Agritec Limited has announced a significant expansion in its business operations through the establishment of a fully integrated, modern, and fully automatic manufacturing facility at Obaidanahalli Industrial Area, Satellite Ring Road, Bangalore, Karnataka on 23^rd December 2024. This new facility will produce over 50 international standard food products under the brand name "Magic Flavours", including pasta and pizza sauces, salad dressings, desi chutneys, mayonnaise, sweet syrups, and tomato puree, along with offering canning services for export. Targeting the retail, institutional, and export markets, this strategic move marks a major milestone in the Companys growth, with a strong focus on sustainability, innovation, and high-quality production, the Company anticipates significant export opportunities and revenue growth, aligning with its vision to become a leading player in the food processing industry with commercial production yet to be commenced.

However, the following statutory licenses have been received by the company pursuant to the new manufacturing unit in Bangalore:

1.Factory License

Issuing Authority: Department of Factories, Boilers, Industrial Safety and Health, Government of Karnataka which was issued on dated 09/07/2025 vide Licence Registration No. JDF-01/FPL-

Sr. No.	Name of the Members	Designation	Nature of directorship
1.	Mohammed Sadiq	Chairman	Non-Executive Director
2.	Apra Sharma	Member	Independent Director
3.	Anil Kumar Vijay	Member	Independent Director

04/RGN/CR-63/2025-26 and received on 17/07/2025.

2. Consent to Establish (CTE)

Issuing Authority: Karnataka State Pollution Control Board (KSPCB) which was issued on dated 03/07/2025 vide Consent Order No.- CTE-349359, PCBID- 280931 and INW ID- 335532.

3. Fire Safety Certificate

Issuing Authority: Karnataka Fire and Emergency Services Department which was issued on dated 15/07/2025 vide Licence No. 502/FSR/CFO/BWZ/2025 and received on 17/07/2025.

To support this new venture, the Company has filed applications for trademark registration under the brand name "Magic Flavours, Chefs Magic and Magic Wok" under Classes 29 and 30

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under Section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

16. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

17. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to the Company. Hence, report on Corporate

Governance is not annexed.

18. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Companys vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise, whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

19. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1). 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND

REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company and

Directors is furnished hereunder:

Sr. No.	PARTICULARS	REMARKS
1	The ratio of the remuneration of each	Ms. Divya Mojjada: INR 7.20 Lakh/-
	Director to the median remuneration of the employees of the Company for the financial year.	Mr. Sandeep Ramkrit Gaud: 4.20 Lakh/-
2	The percentage increase in the median
	remuneration of employees in the financial year.	20.00%
3	Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the
	managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	20.32%
4	Affirmation that the remuneration is as	The Directors affirm that the remuneration
	per the remuneration policy of the	paid to Directors, KMPs and employees is
	Company	as per the Remuneration Policy of the Company.

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees - Nil

(b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month - Nil

(c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company - Nil

20. RATIO OF REMUNERATION TO EACH DIRECTOR:

During the year Company has given remuneration to Director of the Company, mentioned below:

Sr. No.	Name of the Director	Designation	Amount in Lakhs
1	Divya Mojjada	Managing Director	7.20
2	Sandeep Ramkrit Gaud	CFO	4.20

21. POLICIES

Company has the following policies:

a. Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c. Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d. Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES:

During the year, there is no transaction entered with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Therefore, there is no requirement to attached Form AOC-2 in Annexure II Related party transactions if any, are disclosed in the notes to financial statements.

23. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

26. DIRECTORS RESPONSIBILITY STATEMENT:

(a) Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

(b) That in the preparation of the annual accounts for the financial year ended 31st March, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(c) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the company for the year review;

(d) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(e) That the directors had prepared the annual accounts for the financial year ended 31st March,2025 on a going concern basis;

(f) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(g) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

27. AUDITORS & AUDITORS REPORT:

STATUTORY AUDITOR:

Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame thereunder M/s. NYS & Co., Chartered Accountants (ICAI Firm Registration No. 017007N), is appointed during the FY 2023-24 as Statutory Auditors of the Company for a continuous period of five years commencing from the conclusion of the 5th Annual General Meeting of the Company till the conclusion of 10^th Annual General Meeting of the Company to be held in the Year 2029. (For the FY 2024-25 to FY 2028-29).

Further the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The Auditors Report for financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remarks. And also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Prachi Bansal & Associates, Practicing Company Secretaries, to undertake the

secretarial audit of the Company for the Financial Year 2024-2025.

The Secretarial Audit Report for the financial year ended 31st March, 2025 does not contain any qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. (Annexure-III)

COST AUDITORS:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

INTERNAL AUDITORS:

The Company has complied with the requirement of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act and appointed Mr. Sandeep Ramkirit Gaud, as the Internal Auditor the Company for the Financial Year 2024-2025.

28. EXTRACT OF THE ANNUAL RETURN

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.healthylifeagritec.com.

29. FAMILIARISATION PROGRAMMES

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programmer. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independ Directors disclosed on the Companys website www.healthylifeagritec.com.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as " Annexure - IV".

31. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

33. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

34. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

35. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the reporting period the Company established a fully integrated, modern, and fully automatic manufacturing unit but production yet to be commenced, Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However Company makes all effort and committed to adopting best practices towards conservation of energy, protection of environment and ensuring safety.

Foreign Exchange Earnings & Outgo during the year are as under: Earnings - Nil Outgo- Nil

36. INDEPENDENT DIRECTORS DECLARATION

The Company has received the Declaration of Independence from its Independent Directors ,Mrs. Anil Kumar Vijay (DIN: 10149103) and Ms. Apra Sharma (DIN: 10149103) confirming that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with Regulations 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are not disqualified from continuing their appointment as Independent Director.

During the reporting period the non- executive directors of the company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfil the criteria of independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors have been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended thereof, both the Independent Directors are exempted from undertaking online proficiency self-assessment test conducted by the IICA.

37. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134f3) fe) AND SECTION 178 f3)

The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the Companys website at www.healthylifeagritec.com

The Objective of the Policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

38. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companys management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).

39. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider T rading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

40. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

42. CAUTIONARY NOTE

The statements forming part of the Boards Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any

future results, performances or achievements that may be expressed or implied by such forward looking statements.

43. STATEMENT ON OTHER COMPLIANCES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items During the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

44. WEBSITE OF THE COMPANY:

Your Company maintains a website www.healthylifeagritec.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person. The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

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		For and on behalf of Healthy Life Agritec Limited
	Sd/-	Sd/-
	Mohammed Sadiq	Divya Mojjada
	Director	Managing Director
Date: 01.09.2025 Place: Thane	DIN: 08612733	DIN: 07759911