Influx Healthtech Ltd Directors Report

1. KEY FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED):

The key financial highlights of the Company for FY 2025-26 as compared to the preceding FY 2024-25, on a standalone and consolidated basis are summarized below:

(Rs. in lakhs, unless otherwise stated)

Particulars	Standalone Year ended 31/03/2026	Standalone Year ended 31/03/2025	Consolidated Year ended 31/03/2026	Consolidated Year ended 31/03/2025*
Revenue from Operations	14,683.36	10,485.36	14,683.36	-
Other Income	133.49	13.31	133.49	-
Total Income	14,816.85	10,498.68	14,816.85	-
Total Expenses	12,093.45	8,727.27	12,093.80	-
Profit/(loss) before Tax (EBT)	2,723.40	1,771.41	2,723.05	-
Less: Provision for Income Tax
(i) Current Tax	710.47	440.99	710.47	-
(ii) Deferred Tax	(42.93)	10.32	(43.02)	-
(iii) Short/Excess Provision for Income Tax	1.73	(7.22)	1.73	-
Net Profit/(Loss) After Tax	2,054.13	1,327.32	2,053.87	-
Earnings per equity share:
Basic	9.35	7.31	9.35	-
Diluted	9.35	7.31	9.35	-

*Consolidated financial figures for the financial year ended March 31, 2025 were not applicable to the Company, as its wholly owned subsidiary, Olahay Wellness Private Limited, was incorporated on February 03, 2026. Figures in brackets represents negative figures

2. STATE OF THE COMPANYS AFFAIRS

The Company is engaged in the development and manufacturing of a diverse range of healthcare products, including dietary and nutritional supplements (tablets, capsules, soft gels, liquid orals, oral powders, effervescent tablets,

gummies), cosmetic and personal care formulations (creams, gels, external oils, soaps), Ayurvedic and herbal products, veterinary feed supplements, and homecare items, all produced in GMP, HACCP, ISO 22000, Halal and US FDA registered facilities to ensure stringent quality control and regulatory compliance. There has been no change in the nature of the Companys business during the financial year ended March 31, 2026.

On a standalone basis, The highlights of the Companys performance are as under:

i. Revenue from operations for the year ended on March 31, 2026 and March 31, 2025 is INR 14,683.36 Lakhs and INR 10,485.36 Lakhs. ii. Other incomes for the year ended for the year ended on March 31, 2026 and March 31, 2025 is INR 133.49 Lakhs and INR 13.31 Lakhs. iii. Net profit for the year ended for the year ended on March 31, 2026 and March 31, 2025 is INR 2,054.13 Lakhs and INR 1,327.32 Lakhs.

On a Consolidated basis, The highlights of the Companys performance are as under:

i. Revenue from operations for the year ended on March 31, 2026 is INR 14,683.36 Lakhs. ii. Other incomes for the year ended for the year ended on March 31, 2026 is INR 133.49 Lakhs. iii. Net profit for the year ended for the year ended on March 31, 2026 is INR 2,053.87 Lakhs.

3. RESERVE & SURPLUS

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings.

4. COMPANY AFFAIRS

i. Business Segments: The Company operates in the following business segments:

Nutraceuticals

Cosmetics

Ayurvedic & Herbal Products

Veterinary Feed Supplements

Homecare Products

ii. Change in status of the Company: Status of the Company is Public Limited. During the financial year under review, the Company successfully listed its equity shares on the NSE EMERGE Platform of the National Stock Exchange of India Limited with effect from June 25, 2025. Accordingly, the status of the Company changed from an unlisted public company to a listed public company.

iii. Key Business Developments: During the financial year under review, The Company did come up with Initial Public Offer and had raised ? 4800.38 Lakhs by issuing 50,00,400 Fresh Equity Shares and 11,00,400 Equity Shares by way of an Offer for Sale by the selling shareholder, Mr. Munir Abdul Ganee Chandniwala. The equity shares of the company got listed on NSE Emerge w.e.f. June 25, 2025.

iv. Change in FY: There is no change in Financial Year.

1. CAPEX Programmes: During the Financial Year under review, the Company has made capital expenditure (CAPEX) on various assets in the ordinary course of its business, The details of such capital expenditure are set out in Note No. 10 to the Audited Standalone Financial Statements of the Company.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company during current financial year under Review.

6. CONSOLIDATED FINANCIAL STATEMENT:

The company has incorporated a Wholly Owned Subsidiary Company dated on February 3, 2026 named Olahey Wellness Private Limited. Accordingly, the company has prepared consolidated financial statements of the Company and its subsidiaries for FY 2025-26 in compliance with the applicable provisions of the Companies Act, 2013 (the Act) and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of this Annual Report.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Between the end of the financial year to which the financial statements relate and the date of this Report, the Company conducted a Postal Ballot through remote e-voting. The remote e-voting facility remained open from 9:00 A.M. (IST) on April 2, 2026 to 5:00 P.M. (IST) on May 1, 2026, for seeking the approval of the Members on the following special businesses:

i. Alteration in the Objects of the Initial Public Offer (Offer) for which the amount was raised; and ii. Appointment of Mr. Mohmad Saleh Mutvalli (DIN: 07361078) as an Independent Director of the Company and approval of the payment of sitting fees to him.

8. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

The Company, during past 3 FYs, have not revised its financial statements, either voluntarily or due to order of any court or authority or tribunal.

9. CREDIT RATING

The Company has not taken any Credit Rating in respect of any securities during the period under review.

10. DIVIDEND

In order to conserve the resources of the Company, the Board did not recommend any dividend for the financial year under review. Although FY 2025-26 was a profitable year for the Company, given that the Company is still in the growth phase, the Board plans to re-invest the profits back into the Company to support its growth objectives and does not recommend any dividend for the financial year ended March 31, 2026.

Further, no interim dividend was declared during the FY financial year 2025-26.

The Company has Dividend Declaration policy and is available at website of company at https://influxhealthtech.com/investor-relations/ .

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

No amounts, declared as dividend in past years became due to be transferred to the IEPF.

12. SHARE CAPITAL OF THE COMPANY

Sr. No.	Particulars	Amount ( \u20b9 )
A.	AUTHORISED SHARE CAPITAL
	2,50,00,000 Equity Shares of face value of Rs.10/- each	25,00,00,000
B.	ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
	2,31,50,400 Equity Shares of face value of Rs.10/- each	23,15,04,000

During the financial year under review, The Company conducted its initial public offering (IPO) of 61,00,800 Equity Shares, each with a face value of ? 10/- in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The shares were offered at a price of ? 96/- per share, including a premium of ? 86/- per share.

The IPO was open for subscription from June 18, 2025, to June 20, 2025. The shares were allotted to applicants on June 23, 2025, at the offer price of ? 96/- per share. The Companys equity shares began trading on the SME Platform (EMERGE) of the National Stock Exchange of India Limited (NSE) from June 25, 2025.

The Company, vide its Prospectus dated June 23, 2025 (Prospectus) raised ? 4800.38 Lakhs by issuing 50,00,400 Fresh Equity Shares and 11,00,400 Equity Shares by way of an Offer for Sale by the selling shareholder, Mr. Munir Abdul Ganee Chandnwala.

13. CHANGE IN NAME OF THE COMPANY

During the year under review, Company has not changed its Name.

14. CHANGE IN REGISTERED OFFICE

During the year under review, the Company has not changed its Registered Office.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on March 31, 2026 comprised of Five (5) Directors out of which Two (2) are Executive Directors and One (1) is Non-Executive Non-Independent Director and Two (2) are Non-Executive Independent Directors. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-Executive and Independent Directors.

Changes During the Financial Year 2025-2026

During the financial year under review, the following changes occurred regarding the Directors and Key Managerial Personnel (KMP):

Name of Directors/KMP	DIN/PAN	Position	Date of appointment	Date of cessation	Applicability of rotation
Ashok Kumar Jain	00251096	Non-Executive Independent Director	26/07/2024	31/03/2026	Not Applicable
Mohmad Saleh Mutvalli	07361078	Non-Executive Independent Director	31/03/2026	-	Not Applicable

Composition as of March 31, 2026

As of the closure of the financial year on March 31, 2026, the Directors and Key Managerial Personnel of the Company were as follows:

Sr. No.	Name of Directors/KMP	Designation	DIN/PAN	Date of appointment	Date of cessation	Applicability of rotation
1	Munir Abdul Ganee Chandniwala	Managing Director	08459582	28/09/2020	-	NA
2	Shirin Munir Ahmed Chandniwala	Whole Time Director	08459623	28/09/2020	-	Applicable
3	Abdul Ganee Abdul Rasul Chandniwala	Non-executive Director	09573672	18/04/2022	-	Applicable
4	Mohmad Saleh Mutvalli	Independent Director	07361078	31/03/2026	-	NA
5	Vipul Balubhai Patel	Independent Director	08091260	13/07/2024	-	NA
6	Ashish Ghanshyam Shah	Chief Financial Officer	*****7652R	02/05/2024	-	NA

7 Atul Kumar Ashok Kumar Shukla Company Secretary ********3079E 02/05/2024 - NA 8 Ashok Kumar Jain Independent Director 00251096 26/07/2024 31/03/2026 NA

Note: There have been no changes in the composition of the Board of Directors and Key Managerial Personnel between the end of the financial year March 31, 2026 and the date of signing this Board Report.

Key Managerial Personnel (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (the Act), the following are the KMPs of the Company:

Munir Abdul Ganee Chandniwala - Managing Director

Shirin Munir Ahmed Chandniwala - Whole Time Director

Ashish Ghanshyam Shah - Chief Financial Officer

Atul Kumar Ashok Kumar Shukla - Company Secretary and Compliance Officer

16. DECLARATION BY INDEPENDENT DIRECTORS

Directors who are Independent, have submitted a declaration as required under Section 149(7) of the Act that each of them meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the Act and under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their status as independent Director during the year. In the opinion of the Board, the Independent Directors possess an appropriate balance of skills, experience and knowledge, as required.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

17. DETAILS OF MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

A. BOARD OF DIRECTORS

During the financial year 2025-26, 8 (Eight) meetings of the Board of Directors were held and the details of meetings attended by the Directors are as follows:

Sr. No.	Date of Meeting	Number of Directors Present
1	May 07, 2025	5
2	May 28, 2025	5
3	July 19, 2025	5
4	August 14, 2025	5
5	September 17, 2025	5
6	November 12, 2025	5
7	January 30, 2026	5
8	March 31, 2026	4

The details of meetings attended by the Directors and KMP are as follows:

Sr. No.	Name of Director/KMP	No. of Meetings entitled to attend	No. of meetings attended
1	Munir Abdul Ganee Chandniwala	8	8
2	Shirin Munir Ahmed Chandniwala	8	8
3	Abdul Ganee Abdul Rasul Chandniwala	8	8
4	Ashok Kumar Jain	7	7
5	Vipul Balubhai Patel	8	8
6	Mohmad Saleh Mutvalli*	-	-

*During the year, Mohmad Saleh Mutvalli was appointed as an Independent director w.e.f. March 31, 2026.

B. AUDIT COMMITTEE OF BOARD OF DIRECTORS

As a measure of good Corporate Governance and to provide assistance to the Board of Directors in overseeing the Boards responsibilities, an Audit Committee was formed as a sub-committee of the Board. The Committee is in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The terms of reference of the Audit Committee covers all matters specified in Part C of Schedule II of Regulation 18 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also those specified in Section 177 of the Companies Act, 2013.

The detailed composition of the members of the Audit Committee during the financial year is outlined below:

DIN	Name of Directors	Nature of Directorship	Status in Committee	Date of Appointment	Date of Cessation
07361078	Mr. Mohmad Saleh Mutvalli	Non-Executive Independent Director	Chairman	March 31, 2026	-
00251096	Mr. Ashok Kumar Jain	Non-Executive Independent Director	Chairman	August 9, 2024	March 31, 2026
08459623	Mrs. Shirin Munir Ahmed Chandniwala	Whole Time Director	Member	August 9, 2024	-
08091260	Mr. Vipul Balubhai Patel	Non-Executive Independent Director	Member	August 9, 2024	-

Reconstitution of the Committee During the Year

The Board of Directors approved the reconstitution of the Audit Committee on following occasion during the year:

March 31, 2026: Mr. Mohmad Saleh Mutvalli joined the committee as a Chairman, taking the place of Mr. Ashok Kumar Jain, who has resigned with effect from March 31, 2026.

All the members possess sound accounting and financial management knowledge.

During the period under review, a total of 5 (Five) Audit Committee Meetings were held dated: May 28, 2025, August 14, 2025, November 12, 2025, January 30, 2026 and March 31, 2026.

Attendance for Audit Committee Meeting:

Sr. No.	Name of Committee Member	No. of Meeting Entitled to Attend	No. of Meeting Attended
1.	Mr. Mohmad Saleh Mutvalli	0	0
2.	Mr. Ashok Kumar Jain (Resigned w.e.f. March 31, 2026)	5	5
3.	Mrs. Shirin Munir Ahmed Chandniwala	5	5
4.	Mr. Vipul Balubhai Patel	5	5

C. NOMINATION & REMUNERATION COMMITTEE

In compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013, the Board has constituted the Nomination and Remuneration Committee.

The detailed composition of the members of the Nomination and Remuneration Committee at present is given below:

DIN	Name of Directors	Nature of Directorship	Status in Committee	Date of Appointment	Date of Cessation
00251096	Mr. Ashok Kumar Jain	Non-Executive Independent Director	Chairman	August 9, 2024	March 31, 2026
07361078	Mr. Mohmad Saleh Mutvalli	Non-Executive Independent Director	Chairman	March 31, 2026	-
08091260	Mr. Vipul Balubhai Patel	Non-Executive Independent Director	Member	August 9, 2024	-
09573672	Mr. Abdul Ganeeb Abdul Rasul Chandniwala	Non-Executive Director	Member	August 9, 2024	-

Reconstitution of the Committee During the Year

The Board of Directors approved the reconstitution of the Nomination & Remuneration Committee on following occasion during the year:

March 31, 2026: Mr. Mohmad Saleh Mutvalli joined the committee as a Chairman, taking the place of Mr. Ashok Kumar Jain, who has resigned with effect from March 31, 2026.

During the period under review, total 2 (Two) Nomination and Remuneration Committee Meetings were held dated: August 14, 2025 and March 31, 2026.

Attendance of Nomination & Remuneration Committee Meeting:

Sr. No.	Name of Committee Member	No. of Meeting Entitled to Attend	No. of Meeting Attended
1.	Mr. Ashok Kumar Jain	2	2
2.	Mr. Mohmad Saleh Mutvalli	-	-
3.	Mr. Vipul Balubhai Patel	2	2
4.	Mr. Abdul Ganee Abdul Rasul Chandnwala	2	2

D. STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has constituted the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee has been formed for the effective redressal of the investors complaints and reporting of the same to the Board periodically.

The detailed composition of the members of the Stakeholders Relationship Committee at present is given below:

DIN	Name of Directors	Nature of Directorship	Status in Committee	Date of Appointment	Date of Cessation
08091260	Mr. Vipul Balubhai Patel	Non-Executive Independent Director	Chairman	August 9, 2024	-
08459582	Mr. Munir Abdul Ganee Chandnwala	Managing Director	Member	August 9, 2024	-
08459623	Mrs. Shirin Munir Ahmed Chandnwala	Whole Time Director	Member	August 9, 2024	-

During the period under review, a total of 3 (Three) Stakeholders Relationship Committee Meetings were held dated July 25, 2025, October 28, 2025 and January 23, 2026.

Attendance of Stakeholder Relationship Committee Meeting:

Sr. No.	Name of Committee Member	No. of Meeting Entitled to Attend	No. of Meeting Attended
1.	Mr. Vipul Balubhai Patel	3	3
2.	Mr. Munir Abdul Ganee Chandnwala	3	3

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board has constituted the Corporate Social Responsibility Committee.

The detailed composition of the members of the Corporate Social Responsibility Committee at present is given below:

DIN	Name of Directors	Nature of Directorship	Status in Committee	Date of Appointment	Date of Cessation
08459582	Mr. Munir Abdul Ganee Chandniwala	Managing Director	Chairman	August 9, 2024	-
00251096	Mr. Ashok Kumar Jain	Non-Executive Independent Director	Member	August 9, 2024	March 31, 2026
07361078	Mr. Mohmad Saleh Mutvalli	Non-Executive Independent Director	Member	March 31, 2026	-
08459623	Mr. Shirin Munir Ahmed Chandniwala	Whole Time Director	Member	August 9, 2024	-

Reconstitution of the Committee During the Year

The Board of Directors approved the reconstitution of the Nomination & Remuneration Committee on following occasion during the year:

March 31, 2026: Mr. Mohmad Saleh Mutvalli joined the committee as a Chairman, taking the place of Mr. Ashok Kumar Jain, who has resigned with effect from March 31, 2026.

During the period under review, total 2 (Two) Nomination and Remuneration Committee Meetings were held dated: August 14, 2025 and March 31, 2026.

Attendance of Nomination & Remuneration Committee Meeting:

Sr. No.	Name of Committee Member	No. of Meeting Entitled to Attend	No. of Meeting Attended
1.	Mr. Ashok Kumar Jain	2	2
2.	Mr. Mohmad Saleh Mutvalli	-	-
3.	Mr. Vipul Balubhai Patel	2	2
4.	Mr. Abdul Ganee Abdul Rasul Chandniwala	2	2

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 SEBI Listing Regulations.

The performance of the Board was evaluated after seeking input from all the directors on the basis of criteria such as board composition and structure effectiveness of board process, information and functioning etc. The performance of the committees was evaluated by the board after seeking input from committee members on the basis of criteria such as composition of committees, effectiveness of committee meetings etc.

In separate meeting of Independent Directors, performance of the non-independent directors, performance of the board as a whole and the Chairman was evaluated, taking into account the views of the executive directors and non-executive directors.

The board and nomination and remuneration committee reviewed the performance of the individual directors on the basis of criteria such as contribution of the individual director to the board and committee meetings preparedness on the issues to be discussed meaningful and constructive contribution and inputs in the meeting etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors was carried out by the Independent Directors in their separate meeting held on March 31, 2026.

19. VIGIL MECHANISM

The Company has whistle blower policy for Directors and employees to report their genuine concerns regarding unethical behaviour; actual or suspected fraud or violation of the Companys Code of Conduct and Ethics Policy. The said mechanism also provides for adequate safeguard against victimization of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in the appropriate or exceptional cases. We affirm that no employee of the company was denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at https://influxhealthtech.com/wp-content/uploads/2024/08/Whistle-Blower-Policy.pdf

20. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Your Company has formulated and published The Nomination & Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The provisions of this policy are in line with the provisions of Section 178(1) of the Act. The Policy is uploaded on the website of the company. The web link is https://influxhealthtech.com/wp-content/uploads/2024/08/Nomination-and-Remuneration-Policy-1.pdf

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

1. In preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures, if any; b) Such Accounting Policies have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as on March 31, 2026, and of the Companys profit or loss for the year ended on that date; c) Proper and sufficient care has been taken 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 annual Financial Statements have been prepared on a Going Concern Basis. e) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls were adequate and operating effectively. f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal auditors for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and operate as intended. During the year, no reportable material weakness was observed.

23. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company had appointed Mr. Munir Abdul Ganee Chandniwala (DIN: 08459582) as a Designated person in the Board meeting held on August 26, 2026 and the same will be reported in Annual Return of the company.

24. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As of March 31, 2026, the Company has one (1) Wholly-Owned Subsidiary. The details of the Companys holding in this entity are as follows:

Sr. No.	Name of the Wholly Owned Subsidiary Company	Percentage holding
1	Olahey Wellness Private Limited*	100%

Olahey Wellness Private Limited was incorporated on February 3, 2026.

During the financial year under review, the Company did not have any associate companies and has not entered into any joint ventures with other entities.

Pursuant to the first proviso of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries, associate companies, and joint ventures is provided in Form AOC-1, which is appended to this report as Annexure - I.

25. MATERIAL SUBSIDIARIES

In terms of Regulation 16 of the Listing Regulations, a subsidiary shall be considered material subsidiary if, its turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Basis this definition and audited financial statements of the Company of March 31, 2026, the Company had no material subsidiaries during the period under review.

26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in the future.

27. EXTRACT OF ANNUAL RETURN

The Annual return referred to in Sub Section (3) of Section 92 read with Section 134(3)(a) of the Companies Act, 2013, for the financial year ended March 31, 2026 is placed on the website of the company at www.influxhealthtech.com .

28. AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITOR

The Auditor, M/s V.B. Goel & Co., Chartered Accountants, (FRN: 115906W) were appointed as Statutory Auditor of the Company to hold office from September 30, 2024 for a term of five years in terms of Section 139 of the Companies Act, 2013.

STATUTORY AUDITORS OBSERVATION IN AUDIT REPORT

The Auditors Report for the Financial Year ended March 31, 2026 does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

B. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, every listed company is required to annex a Secretarial Audit Report issued by a Practicing Company Secretary to its Boards Report.

Accordingly, being a listed company, the provisions relating to Secretarial Audit are applicable to the Company for the financial year 2025-26.

Further, pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 24A relating to Secretarial Compliance Report is not applicable to companies listed on the SME Exchange. Accordingly, approval of shareholders for appointment of Secretarial Auditor under Regulation 24A is not applicable to the Company.

In compliance with the provisions of Section 204 of the Companies Act, 2013, the Audit Committee and the Board of Directors, at their respective meetings held on March 31, 2026, approved the appointment of M/s. PNK & Co. (Earlier Pitroda Nayan & Co., Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2025-26.

SECRETARIAL AUDITORS OBSERVATION IN SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR-3 is annexed as Annexure II and forms an integral part of this Report. The Secretarial Auditor has not made any qualifications, observations or adverse remarks in the said Report for the year under review. Accordingly, no comments of the Board of Directors are required in this regard.

Being a SME Listed Company, Pursuant to Regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08 February 2019, the Annual Secretarial Compliance Report is not applicable to our Company.

C. INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013, every listed company and such other class of companies as prescribed by the Ministry of Corporate Affairs is required to appoint an internal auditor. In compliance with the

138 of the Companies Act, 2013, the Company appointed M/s. Phirodia Bafna & Associates as the Internal Auditor of the Company for the financial year 2025-26 on August 14, 2025.

D. COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the provisions relating to the appointment of a Cost Auditor are not applicable to the Company for the Financial Year 2025-26, as the Company does not fall within the prescribed criteria for mandatory cost audit. Accordingly, the Board of Directors has not appointed a Cost Auditor for the Financial Year 2025-26.

E. FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT U/S 143(12)

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.

29. CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implement CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution of Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in Annexure - III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company remains committed to creating sustainable social value through its Corporate Social Responsibility (CSR) initiatives. During the year under review, the Company, through its implementing agency, undertook CSR activities focused on promoting education and healthcare for underprivileged sections of society, thereby contributing to community development and fulfilling its social responsibility.

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, Guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to Financial Accounts, which forms part of the Annual Report.

31. DEPOSITS FROM PUBLIC

The Company, during the year, has not invited/accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

32. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there are timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

33. RELATED PARTY TRANSACTIONS

Your Company has adopted a policy on Related Party Transactions under Regulation 23(1) of SEBI Listing Regulations, which is available on the website of your Company at https://influxhealthtech.com/wp-content/uploads/2024/08/Policy-on-Materiality-of-Related-Party-Transactions.pdf . All contracts or arrangements or transactions entered during the year with related parties were on arms length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. None of the contract or arrangements or transaction with any of the related parties was in conflict with the interest of the Company.

Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business the disclosure of related party transactions as required under Section134(3)(h) of the Act in Form AOC2 is not applicable for F.Y. 2025-26. However, the company is voluntarily giving the details pertaining to related party transactions which are not material but are on arms length basis in AOC-2 as Annexure - IV and same forms part of this report. In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions on a standalone basis as per the specified format to the stock exchanges on a half-yearly basis.

34. MANAGEMENTS DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

35. CORPORATE GOVERNANCE REPORT

In accordance with Regulation 15(2)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance provisions are not mandatory for the Company, as it is listed as a Small and Medium-sized Enterprise (SME) Platform of NSE.

36. GENERAL SHAREHOLDER INFORMATION

AAGM: Day, Date, Time and Venue	Friday, September 18, 2026, at 12:00 P.M through V.C

2025-26

B Financial Year	2025-26
C Cut-off date for the purpose of determining shareholders for voting	September 11, 2026
D Listing on Stock Exchanges	NSE-Emerge
E Scrip Code/Symbol	INFLUXFI
F ISIN	INE0MYZ01012
G Payment of Listing Fees	The Company confirms that it has paid Annual Listing fees due to the stock exchange.
H Market Price Data (High, Low during each month in last financial year 2025-26)	*Refer table below
I Registrar and Share Transfer Agents	Maashitla Securities Private Limited

*MARKET PRICE DATA

Month	High	Low
June 2025	140.40	120.00
July 2025	184.00	120.50
August 2025	186.50	141.00
September 2025	208.00	164.40
October 2025	190.25	160.60
November 2025	240.65	170.75
December 2025	261.95	210.00
January 2026	236.00	183.05
February 2026	235.90	192.10
March 2026	234.00	196.50

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2026

Share Holding Range	No. of Shareholders	% of Total numbers	Shareholding Amount (in \u20b9 )	% to Total Amount
1-5000	1,219	90.03	1,63,08,300	7.04
5,001 to 10,000	63	4.65	44,80,380	1.94
10,001 to 20,000	32	2.36	44,63,940	1.93
20,001 to 30,000	11	0.81	26,70,000	1.15
30,001 to 40,000	4	0.30	13,62,000	0.59
40,001 to 50,000	5	0.37	22,68,000	0.98
50,001 to 1,00,000	8	0.59	50,82,000	2.20
1,00,000 and above	12	0.89	19,48,69,380	84.18
Total	1,354	100.00	23,15,04,000	100.00

Category	Shareholders	No of shares held	Percentage of holding
1. Promoter and Promoter Group	3	1,70,23,464	73.53
2. Institutions Domestic	8	13,07,400	5.65
3. Institutions Foreign	3	37,800	0.16
5. KMP	1	726	0.01
6. Individual shareholders holding nominal shares Capital upto 2 lakhs	1,180	22,23,210	9.6
7. Individual Shareholders holding nominal Shares Capital in excess of 2 Lakhs	22	15,12,600	6.53
8. NRI	38	1,40,400	0.61
9. Bodies corporate	20	6,28,800	2.72
10. Any other	60	2,76,000	1.19
TOTAL	1,335	2,31,50,400	100.00

Note: The shareholding of Directors and Key Managerial Personnel (KMP) is included under the Promoter and Promoter Group category.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment of women at workplace and values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and rules made there under, the Company has adopted a Prevention of Sexual Harassment of Women at Workplace Policy to ensure healthy working environment for women without fear of prejudice, gender bias and sexual harassment and the Company is complying with the applicable provisions of the POSH Act.

In terms of the provisions of the POSH Act and rules made thereunder, the Company constituted an Internal Complaints Committee to redress the complaints received regarding sexual harassment.

Number of Complaints of Sexual Harassment Received During the Year	Number of complaints disposed off during the year	Number of Cases Pending for More than Ninety Days
0	0	0

38. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

The Company is in Compliance with provisions relating to the Maternity Benefit Act, 1961 during the Year under review i.e. FY 2025-26.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:

a). Conservation of energy

(i) the steps taken or impact on conservation of energy	Continuous Monitoring on electricity uses to reduce the misuse or wastage of electricity at factory and office premise
(ii) the steps taken by the company for utilizing alternate sources of energy	NIL
(iii) the capital investment on energy conservation equipments	NIL

b). Technology absorption

(i) the efforts made by the Company towards technology absorption	NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii) The information regarding imported technology (imported during the last three years)	NIL
(a) the details of technology imported	NIL
(b) the year of import	NIL
(c) whether the technology been fully absorbed	NIL
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
(iv) the expenditure incurred on Research and Development	NIL

Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

(Rs. In Lakhs, unless otherwise stated)

Particulars	Current Year (2025-26) (INR)	Previous Year (2024-25) (INR)
Export of Goods on F.O.B Basis	21.51	61.03
C.I.F Value of Import	33.68	-
Remittance of Dividend in Foreign Currency	-	-
Expenditure in Foreign Currency	0.90	27.47

40. PARTICULARS REGARDING EMPLOYEES REMUNERATION

The ratio of remuneration of each Director to the median remuneration of the employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - V.

41. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed for a period of seven year. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

42. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Board Meetings and General Meeting.

43. CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL:

The Board has adopted the Code of Conduct for the Board of Directors and Senior Management Personnel of the Company. The compliance of the said code has been affirmed by them annually. The Code of Conduct also includes the duties of Independent Directors. A copy of the Code has been put up on the Companys website and same may be accessed at https://influxhealthtech.com/wp-content/uploads/2024/08/Code-of-Conduct-of-Board-Senior-Management.pdf

A declaration of the Company for compliance with code of conduct is annexed herewith as Annexure - VI.

44. DISCLOSURES UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

45. 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 THE REASONS THEREOF

As Company has not done any one-time settlement during the year under review, no disclosure is required.

46. OTHER GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:

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

2. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

3. One-time settlement of loan obtained from the Banks or Financial Institutions.

4. None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI / Ministry of Corporate Affairs / Statutory Authorities.

5. Neither the Managing Director nor the Whole-time Directors of the Company, receives any commission from any of its subsidiaries.

47. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

48. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and financial institutions during the financial year under review. Your directors also express their warm appreciation to all employees for their contribution to your Companys performance and for their superior levels of competence, dedication and commitment to the growth of the Company. The Directors are also grateful to you, the Shareholders, for the confidence you continue to repose in the Company.

Registered Office:

Registered Office:	By Order of the Board of Directors of
109, Ghanshyam Enclave	Influx Healthtech Limited
Premises Co-op Soc Plot No.
856, Laljipada, Kandivali
West, Mumbai - 400067
Maharashtra, India.	Sd/-	Sd/-
Date: August 26, 2026	Mrs. Shirin Munir Ahmed Chandniwala	Mr. Munir Abdul Ganee Chandniwala
Place: Mumbai	Whole-time Director	Chairman and Managing Director
	DIN: 08459623	DIN: 08459582