Healthy Life Agritec Ltd Directors Report

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

At Healthy life Agritec Limited, we are committed to transform every meal into a flavorful experience with our innovative and high-quality products. From versatile sauces and creamy spreads to zesty dressings and sweet toppings, our new range of products is crafted to elevate your dishes effortlessly. Rooted in quality and driven by innovation, we source responsibly and produce with care, ensuring every product delivers exceptional taste and convenience to your table.

During the reporting period, the Company has recorded total revenue of 10,707.20 Lakhs/- (Indian Rupees Ten Thousand and Seven Hundred Seven and Twenty Lakhs) as against 6,445.06 Lakhs/- (Indian Rupees Six Thousand Four Hundred Forty-Five Point Zero Six Lakhs Only) in the previous year. During the reporting period the Company has earned Net Profit of 245.50 Lakh/-(Indian Rupees Two Hundred Forty Five Lakhs and Fifty Thousand) as against 186.77 /-Lakhs (Indian Rupees One Hundred Eighty-Six Point Seven Eight Lakhs Only) in the previous year.

A detailed analysis of the operational performance and state of affairs of the Company has been discussed in detail in the Management Discussion and Analysis Report and Corporate

Overview section of this Annual Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the reporting period there is no change in the Change in the Nature of Business.

4. SHARE CAPITAL:

During the Financial year 2025 -2026, the Company has made changes in the share capital and the details of the same are as mentioned below:

5. CHANGES IN THE CAPITAL STRUCTURE:

(i) Authorized Share Capital

As on 1st April, 2025, Authorized Share Capital of the company was Rs. 25,00,00,000 (Rupees Twenty-Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lakhs) shares of Rs. 10/- each, during the reporting period, following changes occurs in the company.

On 30^th May 2025 the Company has increased its Authorized Share Capital from Rs. 25,00,00,000 (Rupees Twenty-Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lakhs) shares of Rs. 10/- each to Rs. 45,00,00,000 (Rupees Forty-Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakh Only) Equity Shares of Rs. 10 each vide a resolution passed by requisite majority of the members of Healthy Life Agritec Limited by postal ballot on Friday, 30^th May 2025 . Further, on July 16^th 2025 the Authorized Share Capital of the Company was increased from Rs. 45,00,00,000 (Rupees Forty-Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakh Only) Equity Shares of Rs. 10 each to Rs. 50,00,00,000 (Rupees Fifty Crore only) divided into 5,00,00,000 (Five Crore Only) Equity Shares of Rs. 10 each vide resolution passed at the Extra Ordinary General Meeting of the Company which was held on Wednesday, 16^th July 2025 at 2:00 p.m (IST) through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) and consequently, alteration of Capital Clause V of Memorandum of Association of the Company. Consequently, as on March 31, 2026 Authorized Share Capital of the company stood at Rs. 50,00,00,000 (Rupees Fifty Crore only) divided into 5,00,00,000 (Five Crore Only) Equity Shares of Rs. 10 each.

(ii) Issued, Subscribed & Paid-Up Capital

On 1st April, 2025, paid up Share Capital of the company was 24,81,20,000/- divided into 2,48,12,000 Equity Shares of 10/- each. During the reporting period, following changes occurs in the company.

(iii) Issuance of Equity Shares By Way Of Rights Issue

During the financial year, the Company raised Rs. 24,81,20,000 (Rupees Twenty Four Crores

Eighty One Lakh Twenty Thousand Only) divided into 2,48,12,000 fully paid-up equity shares of face value 10/- (Rupees Ten only) each .

The Rights Issue was duly approved by the Board of Directors of the Company at its meeting held on September 10, 2025. Further, The in-principle approval was received from stock exchange on September 19, 2025. The bidding period for the shareholders pursuant to the Rights Issue was open for 24 days, commencing on October 7, 2025, and closing on October 31, 2025. The shares were subsequently and successfully listed and traded on BSE Limited on November 6, 2025.

Consequently, the Paid-up Share Capital of the Company as on 31^st March 2026 stood at 49,62,40,000/- (Rupees Fourty Nine Crore Sixty Two Lakh Forty Thousand only), comprising of 4,96,24,000 (Four crore ninety six lakhs twenty four thousand) equity shares of face value 10/- (Rupees Ten only) each.

6. 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.

7. 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 2025-26.

8.TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION 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.

9. 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, 2026.

10. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S):

The Details of the utilization of funds of the Rights issue by the Company as on 31.03.2026 is as follows:

During the Financial Year 2025 2026 and Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations / LODR) there was no deviation or variation in the utilization of proceeds of the Company.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

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.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mohammed Sadiq, Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, offers himself for re-appointment. The Board recommended his re appointment.

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:

During the reporting there were no change in Board of Directors and KMP of the Company.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year 2025 - 2026, (8) Eight Board Meetings were held and the dates are as herein below:

30^th April 2025

12^th May 2025

21^st June 2025

10^th September 2025

22^nd September 2025*

25^th September 2025

14^th November, 2025

14^th February 2026

*the board meeting that was scheduled to be held on September 16, 2025 was postponed and was held on 22^nd September 2025.

14. THE DETAILS OF ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS ARE AS GIVEN BELOW:

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

15. COMMITTEES OF BOARD OF DIRECTORS:

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 4. Right Issue 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 and Regulation 18 of the SEBI (LODR) Regulations, 2015.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.

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 QUORUM AND ATTENDANCE OF AUDIT COMMITTEE

During the Financial Year 2025 2026, 05 (five) meetings of the Members of Audit Committee were held. The dates on which the said meetings were held on 12^th May, 2025, 27^th August 2025, 25^th September, 2025, 14^th November, 2025, and 14^th February 2026.

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 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) 2015. 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 QUORUM AND ATTENDANCE OF NOMINATION AND REMUNERATION COMMITTEE:

During the Financial Year 2025 2026, one meeting of the Members of Nomination and Remuneration Committee was held. The date on which the said meeting was held on 27^th August 2025.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has a Stakeholder Relationship Committee of Directors in compliance with Section 178, sub section 5, sub section 6 and sub section 7 of the Companies Act, 2013 and pursuant to Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) 2015 to look into the redressal of complaints of investors such a s transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

MEETING QUORUM AND ATTENDANCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the Financial Year 2025 2026, 01 (one) meeting of the Members of Stakeholders Relationship Committee was held on 10^th September 2025.

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 Wednesday, 10^th September, 2025 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 the performance of the Board.

RIGHTS ISSUE COMMITTEE

A Rights Issue Committee is a committee constituted by the Board of Directors to manage and supervise the process of a rights issue of shares. The committee is typically responsible for determining the record date, approving the letter of offer, finalizing the issue schedule, overseeing the allotment of shares, addressing procedural matters, and ensuring compliance with the applicable provisions of the Companies Act, 2013 and, in the case of listed companies, the regulations prescribed by the Securities and Exchange Board of India (SEBI).

a) TERMS OF REFERENCE

The Committee shall, inter alia, approve and finalize the terms and conditions of the rights issue,

To determine the record date and issue schedule, approve the draft letter of offer and other related documents, oversee the dispatch of the offer to eligible shareholders.

To monitor the receipt and processing of applications, approve the basis of allotment and allotment of shares, authorize the filing of necessary forms and documents with the Registrar of Companies, stock exchanges and other regulatory authorities.

To undertake all such acts, deeds and things as may be necessary. b) COMPOSITION AND DETAILS OF THE MEETINGS

The Meeting of Rights issue Committee was held twice i.e on 25^th September 2025 and 3^rd November 2025.

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

In the Financial year 2024 - 2025, Healthy Life Agritec Limited had significantly expanded its rd 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 December 2024.

The following statutory licenses have been received by the company pursuant to the new manufacturing unit in Bangalore in the Financial Year 2025 2026.

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- 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 which has passed the formality check.

17. 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.

18. 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 a uthorized 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.

19. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not d eveloped 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.

20. 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 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.

21. 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 M ANAGERIAL P E RSONNEL) 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:

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.

22.RATIO OF REMUNERATION TO EACH DIRECTOR:

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

23. 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 a s per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e. Nomination and Remuneration Policy per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

f. Whistle Blower Policy per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g. Policy for Insider Trading per SEBI (Prohibition of Insider trading Regulations) Regulations, 2015

h. Familiarization Programme for Independent Directors per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i. Code of fair Practices for disclosure of UPSI SEBI (Prohibition of Insider trading Regulations) Regulations, 2015

j. Code of Conduct for Directors, Senior Management Personnels per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. 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.

25. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2025-26, 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.

26. 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 a nd Disclosure Requirement) Regulation, 2 0 15, 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 a gainst 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.

27. 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.

28. 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, 2026 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 i.e March 31, 2026 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 a ccordance with the provisions of Companies Act, 2 0 13 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,2026 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.

29. 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), was 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, 2026, 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 2025-2026. The Secretarial Audit Report for the financial year ended 31st March, 2026 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. The Chief Financial Officer as the Internal Auditor the Company for the Financial Year 2025-2026.

30. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 will be available on the Companys website and can be accessed athttps://www.healthylifeagritec.com/annual-returns.php .By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards Report.

31. CORPORATE GOVERNANCE

As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the SEBI Listing Regulations, is attached to this Report asAnnexure IV. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the SEBI Listing Regulations is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31, 2026. A certificate from the Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the CEO and CFO confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

32. 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.

33. 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 V".

34. 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.

35. 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.

36. DETAILS OF APPLICATION M ADE 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).

37. 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).

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

During the Financial Year the Company established a fully integrated, modern, and fully automatic manufacturing unit and production will be commenced, Thus, the provisions related to conservation of energy and technology absorption are 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

39. INDEPENDENT DIRECTORS DECLARATION

The Company has received the Declaration of Independence from its Independent Directors ,Mr. 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.

40. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

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

To evaluate the performance of the members of the Board.

To ensure remuneration to Directors, KMP 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. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

41. 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).

42. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading 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 of Directors and the designated employees have confirmed compliance with the Code.

43. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE

None of the Directors are related to each other.

44. 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.

45. 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.

46. 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.

47. 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.

48. ACKNOWLEDGEMENT:

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express its sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review