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Jeena Sikho Lifecare Ltd Directors Report

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Sep 11, 2026|04:08:46 PM

Jeena Sikho Lifecare Ltd Share Price directors Report

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To,

The Members,

Your Directors have pleasure in presenting the 9th Annual Report on the business and operations of the Company, together with the audited standalone and consolidated financial statements for the financial year ended March 31, 2026 ("FY 2025-26").

FINANCIAL RESULTS

A summary of standalone and consolidated financial results of the Company for the Financial Year 2025-26 and Financial Year 2024-25 is as follows:

Particulars Standalone Consolidated
FY 2025-2026 FY 2024-2025 FY 2025-2026 FY 2024-2025
Revenue from Operations 80,134.64 46,907.19 80,136.39 46,907.19
Other Income 865.89 673.54 849.61 673.54
Total Income 81,000.53 47,580.73 80,986.00 47,580.73
Less: Expenses
Cost of material consumed - - - -
Purchase of Stock in Trade 10,011.39 5,857.99 10,020.21 5,857.99
Changes in Inventories of Stock in Trade (862.53) (435.71) (867.23) (435.71)
Employee Benefit Expenses 14,840.48 10,074.28 14,840.48 10,074.28
Finance Cost 1,283.35 1,065.49 1,283.35 1,065.49
Depreciation and Amortization Expenses 4,757.82 2,910.54 4,769.20 2,910.54
Other Expenses 21,182.55 17,350.38 21,200.64 17,350.38
Total Expenses 51,213.06 36,822.97 51,246.65 36,822.97
Profit before exceptional and extraordinary items and tax 29,787.47 10,757.76 29,739.35 10,757.76
Exceptional and Extraordinary items
Profit Before Tax 29,787.47 10,757.76 29,739.35 10,757.76
Tax Expenses 7,569.90 2,763.43 7,569.54 2,763.43
Net Profit for the Year 22,217.57 7,994.33 22,169.81 7,994.33
Total other Comprehensive Income for the year 22,276.70 7,992.58 22,229.26 7,992.58

FINANCIAL PERFORMANCE STANDALONE:

During the current period, your company has shown an increase in total income of 5 81,000.53 Lakhs as against 5 47,580.73 Lakhs in the previous year on standalone basis. The Company has earned a net profit of 5 22,217.57 Lakhs as compared to a profit of 5 7,994.33 Lakhs in the previous year on standalone basis. The company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

CONSOLIDATED:

During the current period, your company has shown an increase in total income of 5 80,986.00 Lakhs as against 5 47,580.73 Lakhs in the previous year on consolidated basis. The Company has earned a net profit of 5 22,169.81 Lakhs as compared to a profit of 5 7,994.33 Lakhs in the previous year on consolidated basis. The company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

Any member intending to have a copy of Balance Sheet and other Financial Statement of these Companies shall be made available on the website of the Company at www.jeenasikho. com .

It shall also be kept for inspection during business hours by any shareholder in the registered office of the Company.

SHARE CAPITAL Authorised Share Capital

As on March 31, 2026, the Authorised Share Capital of the Company stood at 5 25,00,00,000/-(Rupees Twenty-Five Crores Only) divided into 12,50,00,000 (Twelve Crores Fifty Lakhs) Equity Shares of 5. 2/- (Rupees Two) each.

During the financial year under review, pursuant to the approval of the Members through Postal Ballot on May 23, 2025, the Company subdivided its equity shares from 1 (One) equity share of face value E 10/- each into 5 (Five) equity shares of face value E 2/- each. The Record Date for the purpose of the sub-division was June 12, 2025.

Consequent to the aforesaid sub-division, the authorised share capital of the Company was reclassified into equity shares of face value of 52/- each without any change in the aggregate amount of the authorised share capital.

Paid Up Share Capital

As on March 31, 2026, the Paid-up Share Capital of the Company stood at 5. 24,86,01,460/- (Rupees Twenty- Four Crores Eighty-Six Lakhs One Thousand Four Hundred and Sixty) divided into 12,43,00,730 (Twelve Crore Forty- Three Lakh Seven Hundred Thirty) equity shares of 5 2/- (Rupees Two only) each.

During the financial year under review, pursuant to the approval of the Members through Postal Ballot on May 23, 2025, the Company subdivided its equity shares from 1 (One) equity share of face value 5 10/- each into 5 (Five) equity shares of face value 5 2/- each. The Record Date for the purpose of the sub-division was June 12, 2025.

Consequent to the sub-division, the number of issued, subscribed and paid-up equity shares increased proportionately; however, the aggregate paid-up share capital of the Company and the percentage shareholding of each shareholder remained unchanged.

The Company has not issued any shares with differential voting rights, sweat equity shares or equity shares with differential rights during the Financial Year 2025-26.

MIGRATION FROM SME PLATFORM TO MAIN BOARD

Your Company was initially listed on the SME Emerge Platform of National Stock Exchange of India Limited (NSE) on 19th April, 2022. During the year under review, with the continued trust and confidence of our valued shareholders and stakeholders, your Company successfully migrated to the Main Board of both NSE and BSE Limited w.e.f. 11th August, 2025.

The equity shares of the Company are presently listed and traded on the Main Board of NSE and BSE under the following details:

• NSE Symbol: JSLL

• BSE Scrip Code: 544476

The migration marks a significant milestone in the Companys growth journey, reflecting its consistent performance, strong corporate governance practices, and enhanced credibility in the capital markets. Listing on the Main Board will provide wider visibility, increased participation from institutional investors, enhanced liquidity for the Companys equity shares, and create greater long-term value for all stakeholders.

The Board places on record its sincere appreciation for the continuous support extended by shareholders, regulators, employees, and business partners in achieving this important step in the Companys growth trajectory.

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company are in dematerialized form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the company is INE0J5801029.

DIVIDEND

Based on the Companys performance during the financial year 2025-26 and in line with the Dividend Distribution Policy of the Company, your directors are pleased to recommend a Dividend of 5 4.50/- per equity share on the face value of 5 2/- each, fully paid-up, for the financial year ended March 31, 2026. The payment of dividend is subject to the approval of the Members at the ensuing Annual General Meeting ("AGM") and shall be subject to deduction of tax at source, as applicable.

As per the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), your Company has formulated a Dividend Distribution Policy. This Policy is available on the https://jeenasikho.com/wp-content/uploads/2024/07/ Dividend-Distribution-Policy JSLL.pdf

TRANSFER OF UNCLAIMED DIVIDENDS/ SHARES TO INVESTOR EDUCATION & PROTECTION FUND AUTHORITY

Pursuant to Section 124 of the Companies Act, 2013, read with Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investors Education and Protection Fund (IEPF) established by the Central Government of India, after the completion of seven years. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be required to be transferred by the Company to the Demat Account of the IEPF Authority.

There were no unclaimed dividends due for transfer to the IEPF during the financial year 2025-26.

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to General Reserve during the year. The dividend payment is subject to approval of the members at the 9th Annual General Meeting, which will be paid, if declared, to the shareholders within 30 days from the date of declaration.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposit from the public/members falling within the ambit of section 73 or section 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

The Companys business and operations are managed by a professional management team of managers led by the Managing Director, under the supervision and control of the Board of Directors. The Company maintains and adheres to the highest standards of corporate governance as stipulated by the Securities and Exchange Board of India ("SEBI") and the Companies Act, 2013.

A comprehensive report on Corporate Governance, as required under Regulation 34 of the SEBI Listing Regulations, forms part of this Annual Report. A certificate issued by Mr. Vivek Rawal, Proprietor of M/s Rawal & Co., Practicing Company Secretary, on compliance with the conditions of Corporate Governance is annexed as a part of this Annual Report

MD AND CFO CERTIFICATION

As required by Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Managing Director and Chief Financial Officer of Jeena Sikho Lifecare Limited have furnished the requisite certificate for the financial year ended March 31, 2026, confirming the accuracy and integrity of the financial statements and compliance with applicable requirements.

A copy of such certificate forms part of Corporate Governance Report.

EMPLOYEES STOCK OPTION SCHEMES

Your Company believes in rewarding its employees and aligning their interests with the long-term objectives of the organization. Employee Stock Option Schemes form an integral part of the Companys retention and compensation strategy, enabling wealth creation opportunities for employees while ensuring their commitment towards sustained growth. In line with this philosophy, the shareholders of the Company approved the "Jeena Sikho Employees Stock Option Scheme 2024" at the Extraordinary General Meeting held on 27th February, 2024 and Jeena Sikho Employees Stock Option Scheme 2025 at the Annual General Meeting held on 29th September, 2025.

Under the said Schemes, the Company grants stock options on an equity-settled basis, which entitle eligible employees to purchase one equity share of the Company for each option granted, at a pre-determined exercise price, upon completion of the vesting period. The ESOPs thus represent a call option providing a right, but not an obligation, to the employees to exercise such options by paying the exercise price.

During the financial year 2023-24, the Company granted 61,275 options to its employees under Jeena Sikho Employees Stock Option Scheme 2024. Pursuant to the corporate action of share split, these options stand adjusted to 3,06,375 options. No fresh grants were made under Jeena Sikho Employees Stock Option Scheme 2024 during the Financial Year 2025-26.

During the Financial Year 2025-26, the Company granted 2,18,875 (Two Lakh Eighteen Thousand Eight Hundred Seventy-Five) Employee Stock Options to eligible employees under the Jeena Sikho Employees Stock Option Scheme, 2025, in accordance with the terms of the Scheme and the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The applicable disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, for the year ended 31st March, 2026 are available on the Companys website at www.jeenasikho.com .

There has been no material change in the Jeena Sikho Employees Stock Option Scheme 2024 and Jeena Sikho Employees Stock Option Scheme 2025 during the year and the Scheme continues to be in compliance with the aforesaid SEBI Regulations.

A certificate from the Secretarial Auditors of the Company confirming that the Scheme has been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed

by the Members, is also available on the Companys website at www.ieenasikho.com .

SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

During the year under review, the Company expanded its corporate structure by incorporating its wholly-owned subsidiary, Jeena Sikho International LLC, under the Sharjah Media City (Shams) Free Zone Authority, United Arab Emirates. The said wholly-owned subsidiary was successfully incorporated and was granted a business licence to commence its operations under the name "Jeena Sikho International LLC" on 11th September, 2025.

Accordingly, as at 31 March 2026, the Company had two subsidiaries, namely Jeena Green Resources Private

Limited and Jeena Sikho International LLC, of which Jeena Sikho International LLC is a wholly owned subsidiary of the Company.

The Company did not have any associate company or joint venture company during the financial year under review.

In accordance with the provisions of Section 129 (3) of the Act read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each subsidiary company is provided in the prescribed Form AOC-1, in Annexure I to this Report. In accordance with the provisions of Section 136 of the Act, the Annual Report of the Company, including the audited standalone and consolidated financial statements and related information of the Company are available on the Companys website at https://ieenasikho. com/investors .

Further, the audited financial statements of the subsidiary companies are also available on the website of the Company at https://ieenasikho.com/investors .

Further, the Company does not have any Material Subsidiary within the meaning of the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, during the financial year under review.

The Audit Committee and the Board review the financial statements and significant transactions of all subsidiary companies.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board of Directors adopted a formal mechanism for evaluating its performance as well as that of its committees and individual Directors, including the Chairperson of the Board. The evaluation was conducted using a structured questionnaire that covered various aspects of the functioning of the Board and its Committees.

The Board expressed satisfaction with the overall functioning of the Board and its Committees based on the evaluation results.

To familiarize Independent Directors with the Company, its stakeholders, leadership team, senior management, operations, policies and industry landscape, a familiarisation program is conducted. The program aims to provide an insight and understanding of the Companys business. Independent Directors are informed about their roles, rights, and responsibilities through a formal letter of appointment at the time of their appointment or re-appointment.

Further details regarding the annual evaluation of the performance of the Board, its Chairperson, its committees and individual Directors are provided in the Corporate Governance Report, which forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI Listing Regulations"), is presented in a separate section, forms part of the Annual Report.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. These declarations also affirm that there have been no changes in the circumstances affecting their status as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors possess the requisite qualifications, experience, expertise and proficiency and they uphold the highest standards of integrity.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Your Company believes that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. As on March 31, 2026, the Board of Directors of the Company consist of optimum combination of Executive Directors and Independent Directors of the Company.

Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mrs. Bhavna Grover (DIN: 07557913), Whole Time Director, retires by rotation at the ensuing AGM of the Company and, being eligible, offers herself for re-appointment.

Accordingly, a resolution is included in the Notice of the 09th Annual General Meeting of the Company, seeking approval of members for her re-appointment as a Director of the Company.

Changes in the Board During the Financial Year 2025-26, the following changes took place in the composition of the Board of Directors of the Company:

• The designation of Ms. Shreya Grover (DIN: 09199495) was changed from Non-Executive Director to WholeTime Director of the Company for a period of five (5) years with effect from 27th August, 2025. The said change was approved by the Board of Directors at its meeting held on 27th August, 2025 and subsequently approved by the Members of the Company in the Annual General Meeting held on 29th September, 2025, in accordance with the provisions of the Companies Act, 2013.

• Mrs. Priyanka Bansal (DIN: 09051665) was appointed as an Additional Director under the category of Independent Non-Executive Director of the Company by the Board of Directors with effect from 21st April, 2025 for a first term of five consecutive years commencing from 21st April, 2025 up to 20th April, 2030 (both days inclusive).

The appointment of Mrs. Priyanka Bansal as an Independent Director was subsequently approved by the Members of the Company through a Postal Ballot resolution passed on 23rd May, 2025.

Subsequent to the close of the financial year, the Board of Directors at its meeting held on 15th July, 2026, based on the recommendation of the Nomination and Remuneration Committee, approved the following appointments, subject to the approval of the shareholders wherever applicable:

• Mr. Ajay Sharma (DIN: 07671350) was appointed as an Additional Director in the category of Non-Executive Independent Director. Further, his appointment as a Non-Executive Independent Director, not liable to retire by rotation, for a term of two (2) consecutive years commencing from 15th July, 2026 to 14th July, 2028, was approved, subject to the approval of the shareholders.

• Mrs. Sapna Singh (DIN: 11812894) was appointed as an Additional Director in the category of Non-Executive Woman Independent Director. Further, her appointment as a Non-Executive Independent Director, not liable to retire by rotation, for a term of two (2) consecutive years commencing from 15th July, 2026 to 14th July, 2028, was approved, subject to the approval of the shareholders.

• Dr. Ish Sharma (DIN: 11815526) was appointed as an Additional Director in the Executive category and designated as the Whole-Time Director and Key Managerial Personnel of the Company, liable to retire by rotation, for a term of two (2) consecutive years commencing from 15th July, 2026 to 14th July, 2028, subject to the approval of the shareholders.

• Mr. Ankush Kaushal (DIN: 03308862) was appointed as an Additional Director in the Executive category and designated as the Whole-Time Director and Key Managerial Personnel of the Company, liable to retire by rotation, for a term of two (2) consecutive years commencing from 15th July, 2026 to 14th July, 2028, subject to the approval of the shareholders.

During the Financial Year 2025-26, the following changes took place in the Key Managerial Personnels (KMPs) of the Company:

During the year under review, Ms. Anshika Garg resigned from the position of Company Secretary & Compliance Officer of the Company with effect from 1st August, 2025.

Subsequently, Mrs. Smita Chaturvedi was appointed as the Company Secretary & Compliance Officer and designated as the Key Managerial Personnel of the Company with effect from 4th August, 2025.

Subsequent to the close of the financial year, Mrs. Smita Chaturvedi resigned from the position of Company Secretary & Compliance Officer and Key Managerial Personnel of the Company with effect from the close of business hours on 14th July, 2026. The Board of Directors, at its meeting held

on 15th July, 2026, approved the appointment of Ms. Priya Goyal (ACS-71180) as the Company Secretary & Compliance Officer and designated her as the Key Managerial Personnel of the Company with effect from 15th July, 2026.

Except as stated above, there were no other changes in the Key Managerial Personnel of the Company during the year under review.

Board Composition

As of 31 March 2026, the Companys Board has a strength of 6 (Six) Directors, including 3 (Three) Woman Directors. The composition of the Board is as below:

Category Number of Directors
Executive Director 3 (Three)
Independent Non-Executive Directors 3 (Three)

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. At the time of appointment/ re-appointment of Independent Directors, a formal letter of appointment is given to him/her, which, inter-alia, explains the role, functions, duties and responsibilities expected from him/her as an Independent Director of the Company. The Independent Director is also explained in detail the nature, business model of the industry and compliances under the Act, the Listing Regulations and other relevant rules & regulation.

Details of the familiarization programme for Independent Directors are uploaded on the website of the company at https://jeenasikho.com/wp-content/uploads/2023/12/ Code-of-Familiarization for Independent Directors 2025 26.pdf

NOMINATION AND REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel and their remuneration. The Nomination and Remuneration Policy includes the criteria for determining qualification, positive attributes, independence, etc. is placed on the website of the Company at www.jeenasikho.com/ policies .

The salient features of the Nomination and Remuneration Policy are mentioned below:

• The Nomination and Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower by creating a congenial work environment, encouraging initiatives, personal growth, team work and inculcating a sense of belongingness and involvement, besides offering appropriate remuneration packages and superannuation benefits.

• The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least two-third shall be Independent.

• Quorum of the meeting shall be either two members or one-third of the members of the committee, whichever is greater, including at least one independent director in attendance.

• The Role of the Committee includes: Periodically reviewing the size and composition of the Board to have an appropriate mix of executive and independent Directors to maintain its independence and separate its functions of governance and management and to ensure that it is structured to make appropriate decisions, with a variety of perspectives and skills, in the best interests of the Company;

• Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board, relating to the remuneration for the Director, key managerial personnel and other employees.

• Establishing and reviewing Board, KMP and Senior Management succession plans in order to ensure and maintain an appropriate balance of skills, experience and expertise on the Board and Senior Management.

• The Board as per the criteria approved by the Nomination and Remuneration Committee shall carry out evaluation of performance of its own, its committees, and individual Directors and the Chairman.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report their genuine concerns has been established. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the website of the Company at https://ieenasikho.com/wp-content/uploads/2023/12/ Whistle-Blower-Policy-1.pdf under Investor Section.

The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers any unethical and improper actions or malpractices and events which have taken place/suspected to take place.

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer/Company Secretary or to the Chairman of the Audit Committee in exceptional cases.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Major elements of risk/threats for Ayurveda Industry are regulatory concerns, consumer perceptions and competition. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Board of Directors has adopted a risk management policy for the company outlining the parameters of identification, assessment, monitoring and mitigation of various risks

which is available on the website of the company at https:// ieenasikho.com/wp-content/uploads/2023/12/5.-JSLL Risk Management Policy.pdf

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

During the year under review, all recommendations made by the various committees of the Board have been duly accepted by the Board.

The Composition of the said Committees are as under:

Audit Committee:

As on date, the Audit Committee comprises of:

Name of Director Designation of Committee Nature of Directorship
Mrs. Priyanka Bansal* Chairperson Independent Director
Mr. Karan Vir Bindra Member Independent Director
Mr. Manish Grover Member Managing Director

*Mrs. Priyanka Bansal was appointed as the chairperson of the Committee w.e.f. October 06, 2025 pursuant to Reconstitution of the Audit Committee.

Company Secretary and Compliance officer will act as the secretary of the Committee.

Nomination and Remuneration Committee:

As on date the Nomination and Remuneration Committee comprises of:

Name of Director Designation of Committee Nature of Directorship
Mr. Karan Vir Bindra Chairperson Independent Director
Mr. Chandan Kumar Kaushal Member Independent Director
Mrs. Priyanka Bansal* Member Independent Director

*Mrs. Priyanka Bansal was appointed as the member of the Committee w.e.f. August 27, 2025 pursuant to Reconstitution of the Nomination and Remuneration Committee.

*Ms. Shreya Grover ceased to be a member of the Committee w.e.f. August 27, 2025 pursuant to Reconstitution of the Nomination and Remuneration Committee.

Company Secretary and Compliance officer will act as the secretary of the Committee.

Stakeholders Relationship Committee:

As on date the Stakeholders Relationship Committee comprises of:

Name of Director Designation of Committee Nature of Directorship
Mr. Chandan Kumar Kaushal Chairperson Independent Director
Mrs. Bhavna Grover Member Whole Time Director
Mr. Manish Grover Member Managing Director

There is no change in the composition of Stakeholders Relationship Committee during the financial year under review.

Company Secretary and Compliance officer will act as the secretary of the Committee.

Corporate Social Responsibility Committee:

As on date CSR committee comprises of:

Name Designation Nature of Directorship
Mr. Karan Vir Bindra Chairman Independent Director
Mr. Manish Grover Member Managing Director
Mrs. Bhavna Grover Member Whole Time Director

There is no change in the composition of Corporate Social Responsibility Committee during the financial year under review.

Company Secretary and Compliance officer will act as the secretary of the Committee.

Risk Management Committee:

As on date Risk Management committee comprises of:

Name Designation Nature of Directorship
Mr. Manish Grover Chairman Managing Director
Mrs. Bhavna Grover Member Whole Time Director
Mrs. Priyanka Bansal Member Independent Director

There is no change in the composition of Risk Management committee during the financial year under review.

Company Secretary and Compliance officer will act as the secretary of the Committee.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. The Code is displayed on the website of the Company https:// ieenasikho.com/wp-content/uploads/2023/12/1.-JSLL Code of Conduct Board Senior Management Final.pdf . All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct.

STATUTORY AUDITORS & AUDITORS REPORT

M/s. KRA & Co., Chartered Accountants (Firm Registration No. 020266N), tendered their resignation as the Statutory Auditors of the Company vide resignation letter dated 13th August, 2025, effective from 14th August, 2025, after completion of the Limited Review of the financial results of the Company for the quarter ended 30th June, 2025. The Board of Directors placed on record its appreciation for the professional services rendered by the firm during its tenure as Statutory Auditors of the Company.

Pursuant to the provisions of Sections 139, 140 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. KRA & Co., with effect from 14th August, 2025, to hold office until the conclusion of the ensuing Annual General Meeting.

Further, the Members of the Company at the Annual General Meeting held on 29th September, 2025 approved the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), as the Statutory Auditors of the Company for a term of five (5) consecutive years, commencing from the conclusion of the said Annual General Meeting till the conclusion of the 13th Annual General Meeting of the Company, on such remuneration as may be determined by the Board of Directors.

Statutory Auditors Report

The Statutory Auditors Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 forms part of this Annual Report. The Auditors Report contains an unmodified opinion on the Standalone and Consolidated Financial Statements. Except as otherwise stated in the Auditors Report attached to this Annual Report, there are no observations, comments or explanations which require any further disclosure or comments by the Board of Directors pursuant to Section 134(3)(f) of the Companies Act, 2013.

Details with respect to frauds reported by Auditors

During the year, the Statutory Auditors have not reported any matter under the second proviso of Section 143(12) of the Companies Act, 2013, and therefore no details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Board of Directors, the Members of the Company at the Annual General Meeting held on 29th September, 2025 approved the appointment of M/s. Ankur Singh & Associates, Company Secretaries (FRN: S2022DE845000), as the Secretarial Auditors of the Company for a term of five (5) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30.

The Secretarial Audit Report issued by M/s. Ankur Singh & Associates, Company Secretaries, in Form MR-3 for the Financial Year ended 31st March, 2026 is annexed to this Boards Report as Annexure II.

The Secretarial Compliance Report pursuant to Regulation 24A of SEBI (LODR) Regulations, is annexed as Annexure III, forming part of this Report.

The Secretarial Auditors have observed that there was a delay in filing the intimation of the Board Meeting convened for consideration of the financial results, as required under Regulations 29(2) and 29(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, the Company paid the applicable penalty levied by the Stock Exchange(s) for the said delay.

Managements Reply: The delay was an isolated procedural lapse and was neither deliberate nor intended to withhold any material information from the stakeholders. The Company has already complied with the applicable regulatory requirements and paid the prescribed penalty. Further, the Company has strengthened its internal compliance monitoring mechanism by implementing enhanced review processes, maintaining a comprehensive compliance calendar, and instituting additional levels of oversight to ensure timely regulatory filings and to prevent recurrence of such instances.

Further, except for the above observation, the Secretarial Audit Report does not contain any other qualification, reservation, adverse remark or disclaimer requiring explanation by the Board. The Secretarial Auditors have also confirmed that no fraud has been reported under Section 143(12) of the Companies Act, 2013 during the financial year under review.

COST AUDITORS

The provisions of maintenance of Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Act are not applicable on the Company.

MEETINGS OF BOARD OF DIRECTORS

During the financial year 2025-2026, your Board of Directors met 17 (Seventeen) times. The details of meeting & attendance are given hereunder. The intervening gap between the Meetings was within the prescribed period.

Sr. No. Date of Board Meeting No. of Directors eligible to attend No. of Directors attended meeting
1 21-04-2025 5 5
2 30-04-2025 6 6
3 16-05-2025 6 6
4 28-07-2025 6 6
5 04-08-2025 6 6
6 14-08-2025 6 6
7 27-08-2025 6 6
8 06-10-2025 6 6
9 13-10-2025 6 6
10 06-11-2025 6 6
11 01-12-2025 6 6
12 23-12-2025 6 6
13 13-01-2026 6 6
14 21-01-2026 6 6
15 07-02-2026 6 6
16 24-02-2026 6 6
17 09-03-2026 6 6

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-1 on Meetings of the Board of Directors issued by the Institute of Company Secretaries of India, the Independent Directors of the Company are required to hold at least one meeting in a financial year and, being a top 1000 listed entity, at least two meetings in a financial year without the attendance of Non-Independent Directors and members of the management.

Accordingly, the Independent Directors of the Company held two (2) separate meetings during the financial year, i.e. on 1st January 2026 and 7th February 2026 without the presence of Non-Independent Directors and members of the management. At these meetings, the Independent Directors reviewed the performance of the Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors, and assessed the quality, quantity and timeliness of the flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, and Companies (Management and Administration) Rules, 2014, the Annual Return of the Company containing the particulars as prescribed under Section 92 of the Companies Act, 2013, in Form MGT-7, is available on the Companys website at the weblink https:// ieenasikho.com/annual-return/Rs. page slug=annual-return.

CORPORATE SOCIAL RESPONSIBILITY

The Company falls under the criteria as mentioned in section 135 of the Companies Act, 2013 i.e., Corporate Social Responsibility and accordingly the amount has been spent on CSR activities in the financial year 2025-2026 to comply with the requirements of necessary social expenditure which is 5 169.88 Lakhs i.e. (2% of the average net profit of immediate preceding three (3) financial years). The constitution of CSR Committee was applicable for FY 2025-26, subsequently

the CSR Committee is formulated and the composition is also given. The CSR Report is annexed as Annexure IV.

The Board of Directors of your Company has formulated and adopted a policy on CSR which can be accessed at https:// ieenasikho.com/wp-content/uploads/2023/12/2.-CSR Policy.pdf .

The CSR Policy of your Company outlines the Companys philosophy for undertaking socially useful programs for welfare and sustainable development of the community at large as part of its CSR Obligation.

NATURE OF BUSINESS

There has been no change in business of the Company.

Jeena Sikho Lifecare Limited has a diverse portfolio consisting of a number of brands and sub-brands including "Shuddhi". The Company offers a variety of Ayurvedic Products and services through Shuddhi clinics and HIIMS, all over the Country. The Company has presence across various channels such as general groceries, chemists, organized retail and ecommerce.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section and forms an integral part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming a part of Annual Report.

Current borrowings of the company are compliant with Section 180(1)(c) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company entered into related party transactions, all of which were on an arms length basis. Certain related party transactions were entered into in the ordinary course of business, while certain transactions were not in the ordinary course of business and accordingly were approved by the Board of Directors pursuant to the provisions of Section 188 of the Companies Act, 2013 and other applicable provisions, wherever required.

All related party transactions are presented to the Audit Committee and the Board for their review and approval. Omnibus approval is obtained before the commencement of the financial year for transactions which are repetitive in nature and also for transactions which cannot be foreseen and accordingly require omnibus approval.

During the year, the Company did not enter into any related party transactions that had a conflict with the interests of the Company. Further, none of the related party transactions entered into by the Company during the year were material in nature requiring shareholders approval under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of related party transactions as entered into by the Company are disclosed in the standalone financial statements of the Company.

Further, pursuant to the provisions of Section 188 of the Companies Act, 2013, read with the rules framed thereunder, the disclosure of particulars of contracts/arrangements with related parties in Form AOC-2 is annexed to this Report as Annexure V.

In line with the requirements of the applicable laws, the Company has formulated a policy on related party transactions which is uploaded on the website of the Company at: https://jeenasikho.com/wp-content/

uploads/2025/05/Revised-RPT JSLL-1.pdf .

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

During the year under review, the Company has not received any sexual harassment complaints during the financial year nor any complaint is pending at the end of the financial year.

The Policy for Prevention of Sexual Harassment of the Company is available on the Companys website at the web link https://ieenasikho.com/investors .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOANS FROM THE BANKS OR FINANCIAL INSTITUTIONS

Not Applicable.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

No material changes or commitments that could affect the financial position of the Company have occurred between the end of the financial year and the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134(3)(m) & Rule 8(3) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo have been given in Annexure VI to this report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Our rapid growth, while a matter of great satisfaction, continues to put pressure on our internal systems and processes. It is crucial that we ensure these systems continue to keep up with our business growth and that our policies remain relevant in the everchanging business landscape. Information systems are being continuously evaluated and revamped to provide timely and relevant information to various stakeholders, equipping them with the necessary tools to compete in a challenging market and environment.

We recognize the critical role of IT and information systems in todays world, and we have several dedicated teams constantly working to enhance and improve these systems to stay ahead of the rapidly changing environment. The Companys system of continuous internal audits ensures that the laid-down processes and practices are followed and complied with and that quality processes are strictly adhered to. Financial discipline is emphasized at all levels of the business and adherence to quality systems and a focus on customer satisfaction are critical for the Company to retain and attract customers and business and these are followed rigorously. At the same time, the company is strengthening its core business systems to enhance robustness and achieve uniformity and consistency in practices and processes across the company.

The Internal Auditors, who function independently Within the Company, review the adequacy and efficacy of the key internal controls. The annual audit plan, approved by the Audit Committee, guides the scope of audit activities. Additionally, the Company engages professional and reputable audit firms from time to time to conduct internal audits of the larger and more critical operations of the Company.

In addition to financial audits, quality management system procedures are continuously audited by internal and external auditors to ensure that the Companys business practices conform to the requirements of customers.

The Directors believe that the Company has in place adequate internal financial controls with reference to financial statements. The Companys internal control systems are commensurate with the nature, size and complexity of its business and ensure the proper safeguarding of assets, maintenance of proper accounting records and provision of reliable financial information. The Internal Audit team of the Company evaluates the effectiveness and quality of internal controls and reports on their adequacy through periodic reporting. During the year under review, these controls were tested and no reportable material weakness in the design or operation of such controls was identified.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are provided in the Annexure VII to this Report.

Particulars of employee remuneration, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Annual Report. In terms of the provisions of the first proviso to Section 136 (1) of the Companies Act, 2013, the Annual Report is being sent to Members, excluding the aforementioned information. Any Member interested in obtaining a copy of such statement may write to the Company Secretary of the Company at cs@jeenasikho.com

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, a separate section on Business Responsibility and Sustainability Report, describing the initiatives taken by

the Company from an environmental, social and governance perspective, forms an integral part of this Report.

Sustainability for your Company is about being responsible to its various stakeholders and creating shared value for each of them in a way that reinforces and amplifies our commitment. Our approach aligns with the ESG framework, which emphasizes creating economic value in an ecologically sustainable, socially responsible and governance-driven manner. We extend our considerations beyond economic and financial aspects and address our broader role in society and the communities in which we operate. Consistent efforts have been made to minimize environmental footprint, reduce emissions and pollution, and optimize land and water usage.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain in the leadership position in the industry. It has taken various steps to improve productivity across organization.

REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, Skyline Financial Services Pvt. Ltd. was the Registrar and Transfer Agent of the Company.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors Responsibility Statement, the Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affai rs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

d) That they had prepared the annual accounts on a going concern basis;

e) That they 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

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER DISCLOSURES

There were no transactions on the following matters during

the year and hence no reporting or disclosure is required:

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except the Employees Stock Option Scheme referred to in this Report.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

APPRECIATION

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, and Central and State Governments for their consistent support and encouragement of the Company. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support.

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