Sastasundar Ventures Ltd Directors Report

The Company has not transferred any amount to the General Reserve Account during the financial year ended 31st March, 2025.

During the financial year under review, your Company made significant progress on advancing its strategies. The Company is committed to building a long-term business that offers a data-driven, digital supply chain for pharmaceuticals, diagnostics, and wellness in India, catering to both B2B and B2C spaces. The Company has again relaunched Sastasundar App, B2C platform for Pharmacy, Wellness and Diagnostic.

Our B2B platform, namely, Retailer Shakti is performing well and working as per plans. Further, Retailer Shakti Supply Chain Private Limited has been amalgamated with the Sastasundar Healthbuddy Limited vide NCLT order dated 17th October, 2024. Further, the management is actively working to understand and implement other strategies to enhance the growth of the Company.

On a standalone basis, the revenue of your Company is Rs 40.40 Lakhs as against Rs 0.25 Lakhs during the previous year. EBIDTA for the current year is Rs (60.37) Lakhs as compared to EBIDTA of Rs (76.90) Lakhs during the previous financial year. The net loss for the year under review is Rs (71.37) Lakhs as against loss of Rs (89.29) Lakhs in the previous year.

On a consolidated basis, the revenue of your Company stood at Rs 1,11,095.46 Lakhs as against Rs 1,37,570.93 Lakhs during the previous year. The EBIDTA for the current year is Rs 381.41 Lakhs as compared to EBIDTA of Rs. 6,582.59 Lakhs during the previous financial year. The net loss for the year under review is Rs (13,354.30) Lakhs as against profit of Rs 585.26 Lakhs in the previous year.

The Scheme of Amalgamation amongst Retailer Shakti Supply Chain Private Limited ("Transferor Company"), step down subsidiary company with Sastasundar Healthbuddy Limited ("Transferee Company"), subsidiary company and their respective shareholders and creditors, ("Scheme"), under Sections 230 to 232 of the Companies Act, 2013 was approved by the Board in the previous financial year. During the current year, the said Scheme has been sanctioned by the Honble National Company Law Tribunal, Kolkata Bench (NCLT) vide order dated 17th October, 2024. The order copy has been filed with the Registrar of Companies, West Bengal and the Transferor Company (i.e., Retailer Shakti Supply Chain Private Limited, a material subsidiary company) stands amalgamated.

During the year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

The paid-up Equity share capital of the Company as at 31st March, 2025, stood at Rs. 31.81 crores, divided into 31810500 equity shares of face value of Rs. 10 each. There has been no change in the Authorised Paid-up Share Capital of the Company during the year under review.

A) Issue of equity shares with differential rights: The Company did not issue equity shares with differential voting rights during the financial year 2024-25.

B) Issue of sweat equity shares: The Company did not issue sweat equity shares during the financial year 2024-25.

C) Issue of employee stock options: The Company did not issue stock options during the financial year 2024-25.

D) Provision of money by the Company for purchase of its own shares by employees or by trustees for the benefit of employees: The Company does not have a scheme for the purchase of its own shares by employees or by trustees for the benefit of employees.

There has been no change in the nature of business of the Company during the financial year ended 31st March, 2025. LOANS, GUARANTEES, AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 5 to the Financial Statements.

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relates and the date of this report.

There were no significant and material orders passed by the Regulators or Courts, or Tribunals during the year impacting the going concern status and the operations of the Company in the future.

Your Companys Internal Control Systems are commensurate with the nature, size, and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting records, and providing reliable financial information.

The Audit Committee have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

An external independent firm carries out the internal audit of the Company operations and reports to the Audit Committee on a regular basis. Internal Audit provides assurance on the functioning and quality of internal controls, along with adequacy and effectiveness through periodic reporting.

However, the statutory auditors of the material subsidiary company, Sastasundar Healthbuddy Limited in their independent auditors Report have mentioned that the company did not have an appropriate internal control system for reconciliation of receivables from vendors (logistic partners) which could potentially results in non-recovery/material misstatement of receivables. Report on the Internal Financial Control under Section 143(3)(i) of the Companies Act, 2013 is attached as annexure to the Independent Auditors Report of the Consolidated Financial Statement for the FY 2024-25 which is part of the report.

As on March 31, 2025 the Company has nine subsidiaries (both direct and step down).

During the financial year, Sastasundar Healthbuddy Limited (SHBL), a material subsidiary company, has incorporated a wholly owned subsidiary company, namely "Sastasundar Healthtech Private Limited" on 18th July, 2024, which is a step-down subsidiary of Sastasundar Ventures Limited.

During the financial year, Retailer Shakti Supply Chain Private Limited, a material subsidiary company ceased to be a subsidiary upon amalgamation with Sastasundar Healthbuddy Limited upon sanction of the Scheme by the Honble National Company Law Tribunal, Kolkata Bench (NCLT) vide order dated 17th October, 2024.

During the financial year, Sastasundar Healthbuddy Limited ("SHBL"), a material subsidiary of the Company, has, inter-alia, entered into a Share Purchase Agreement ("SPA") dated 28th October, 2024 with Flipkart Health Private Limited, Singapore (Purchaser), Flipkart Health Limited (Associate Company), Mr. B. L. Mittal (Founder) and Mr. Ravi Kant Sharma (Founder) for sale of its entire stake, including both Equity Shares and Preference Shares held in Flipkart Health Limited to Flipkart Health Private Limited, Singapore. Consequent to the above-mentioned proposed transaction, Flipkart Health Limited ceased to be an Associate of the Company.

During the financial year, Sastasundar Healthbuddy Limited, subsidiary of the Company has entered into an agreement dated 14th February, 2025 for sale of its entire stake in Happymate Foods Limited. The aforesaid transaction for sale of stake of Happymate Foods Limited was completed on 30th May, 2025. Consequent to the completion of this transaction, Happymate Foods Limited ceased to be wholly owned subsidiary of Sastasundar Healthbuddy Limited and step-down subsidiary of the Company.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries form part of the Annual Report. Further, a statement containing the salient features of the financial statements of each of the subsidiaries in the prescribed format Form AOC-1, forms part of the Annual Report. The annual accounts of the subsidiary companies will be made available to the shareholders on request and will also be kept for inspection by the shareholders at the registered office of your Company.

As per the provisions of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, the Company has one material unlisted subsidiary, i.e., Sastasundar Healthbuddy Limited.

The Company does not have any Joint Venture Company and Associate Company.

As per the provision of the Companies Act, 2013, Mr. Ravi Kant Sharma (DIN: 00364066) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommended the re-appointment of Mr. Ravi Kant Sharma as Director.

The Board of Directors of the Company on 30th May, 2025 on the recommendation of the Nomination and Remuneration Committee, re-appointed Mrs. Rupanjana De (DIN - 01560140) to hold office for a second term of five consecutive years i.e. from 15th September, 2025, subject to the approval of the shareholders of the Company.

None of the Directors of the Company are disqualified for being appointed as a Director, as specified in section 164(2) of the Companies Act, 2013, and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

The details of the Director being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the re-appointment of Director are also included in the Notice.

During the year under review, Mr. Lokesh Agarwal was appointed as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 15th February 2025 in place of Mrs. Manisha Sethia who has resigned as Chief Financial Officer and Key Managerial Personnel with effect from closure of 14th February 2025.

Pursuant to Section 203 of the Companies Act, the Key Managerial Personnel of the Company are Mr. Banwari Lal Mittal, Managing Director, Mr. Lokesh Agarwal, Chief Financial Officer, and Mr. Pratap Singh, Company Secretary.

None of the Director of the Company receives any commission from the Company. Mr. Banwari Lal Mittal, Managing Director of the Company is also the Managing Director and CEO of Sastasundar Healthbuddy Limited (SHBL), the subsidiary company and receives remuneration from SHBL. Mr. Lokesh Agarwal, Chief Financial Officer (CFO) of the Company is also the CFO of the subsidiary company, SHBL and receives remuneration from SHBL.

All the Independent Directors have furnished the requisite declarations that they meet the independence criteria as laid down under section 149(6) of the Companies Act, 2013 read with the rules made thereunder and Regulation 16(1)(b) of the SEBI (LODR) Reg, 2015. Further, the Board of Directors has taken on record the declaration and confirmation submitted by the Independent Director under regulation 25(8) after assessing its veracity. The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have complied with the code for Independent Director as prescribed under Schedule IV of the Companies Act, 2013.

The Nomination and Remuneration Committee of the Company has formulated and laid down criteria for Performance evaluation of the Board (including Committees) and every director (including Independent Directors) pursuant to the provisions of Section 134, Section 149 read with the code of Independent Director (Schedule IV) and Section 178 of the Companies Act, 2013 read with Rules framed thereunder and Regulation 19(4) read with Part D of Schedule II of SEBI (LODR) Reg, 2015.

For annual evaluation of the Board as a whole, its Committee(s) and Individual Directors, including the Chairman of the Board, the Company has formulated a questionnaire to assist in the evaluation of the performance. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

During the year under review, the Independent Directors of the Company reviewed the performance of Non-independent Directors, the board as a whole, and the chairperson of the Company, taking into account the views of executive and nonexecutive directors.

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business. However, in case of special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. During the year under review, four Board Meetings

were convened and held on 30th May, 2024, 29th July, 2024, 14th November, 2024 and 14th February, 2025 the details of which are given in the Corporate Governance Report. The meetings were held in compliance with the various provisions of the Act/ SEBI (LODR) Reg, 2015.

The composition, number of meetings held and attended and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

The composition, number of meetings held and attended and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

The composition, number of meetings held and attended and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

The composition, number of meetings held and attended and terms of reference of the Risk Management Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

The composition, number of meetings held and attended and terms of reference of the Investment Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

The composition, number of meetings held and attended and terms of reference of the Restructuring Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

The Independent Directors met on 14th November, 2024 and 24th March, 2025 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors at its meeting held on 14th November, 2024 and 24th March, 2025, reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

M/s. JKVS & Co., Chartered Accountants (Firm Registration Number: 318086E), the Statutory Auditors of the Company have been appointed as Statutory Auditors of the Company by the Members of the Company from the conclusion of 33rd Annual General Meeting held on 29th September, 2022 till the conclusion of 38th Annual General Meeting of the Company to be held in the year 2027.

M/s. JKVS & Co., Chartered Accountants, the Statutory Auditors have submitted their Independent Auditor Report for the financial year ended 31st March, 2025 and they have made no qualification, reservation, observation or adverse remarks or disclaimer in their Standalone and Consolidated Audit Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s MKB & Associates, Practicing Company Secretaries (Firm Reg No: P2010WB042700) were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit of the Company for FY 2024-25.

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI (LODR) Reg, 2015, the Board of Directors has, on the recommendation of the Audit Committee, approved the appointment of M/s. MKB & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years with effect from FY 2025-26 to FY 2029-30, subject to the approval of the members at the ensuing Annual General Meeting.

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (LODR) Reg, 2015, a Secretarial Audit Report for the financial year ended 31st March, 2025 given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as "Annexure- I". There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

As required under Regulation 24A of the SEBI (LODR) Reg, 2015, Secretarial Audit Report in Form No. MR-3 of Sastasundar Healthbuddy Limited, material unlisted subsidiary of the Company is also annexed herewith and marked as "Annexure- II".

During the year under review, there was no fraud reported by the Auditors of the Company under section 143(12) of the Companies Act, 2013 to the Board of Directors pertaining to the financial year 2024-25.

During the financial year 2024-25, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and SEBI (LODR) Reg, 2015. Thus, the disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. However, your attention is drawn to the Related Party disclosure in Note No. 25 of the Standalone Financial Statements.

During the financial year 2024-25, there were no materially significant related party transactions entered into by the Company, which may have a potential conflict with the interest of the Company at large. There were no pecuniary relationships or transactions entered into by any Independent Director with the Company during the year under review.

At the Annual General Meeting held on 29th September, 2022 the Company has taken approval from the members for Material Related Party Transaction(s) between Sastasundar Healthbuddy Limited (SHBL), subsidiary of Sastasundar Ventures Limited and Retailer Shakti Supply Chain Private Limited (RSSCPL), step down subsidiary of Sastasundar Ventures Limited for an aggregate value of upto Rs. 300 crore for each financial year, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arms length and in the ordinary course of business of SHBL and RSSCPL. Retailer Shakti Supply Chain Private Limited (RSSCPL), a step-down subsidiary of Sastasundar Ventures Limited, has been amalgamated with Sastasundar Healthbuddy Limited (SHBL), a subsidiary of Sastasundar Ventures Limited, vide NCLTs order dated 17.10.2024.

All Related Party Transactions are placed before the Audit Committee and also before the Board for approval. Omnibus approval was obtained on a yearly basis for transactions that were of repetitive nature. Transactions entered into pursuant to omnibus approval of all the Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as per section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure - III".

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure - IV" and form part of the Report.

During the year under review, no complaints have been received/reported.

The provisions relating to the Corporate Social Responsibility ("CSR") are not applicable to the Company.

The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements as set out by SEBI. The Company has also implemented several best corporate governance practices. The report on Corporate Governance and Management Discussion & Analysis Report, as stipulated under Schedule V of the SEBI (LODR) Regulations, 2015, forms an integral part of this report.

In Compliance with the provisions of Regulation 34 of the SEBI (LODR) Reg, 2015 read with Schedule V of the said Regulations, the Corporate Governance Certificate issued by the Practicing Company Secretaries, M/s MKB & Associates, Company Secretaries regarding compliance with the conditions of Corporate Governance as stipulated is annexed to this report.

Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

The Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS- 2) issued by the Institute of Company Secretaries of India during the year under review.

Your Company is listed with BSE Ltd. and National Stock Exchange of India Ltd., and the Company has paid the Listing Fees to both exchanges on time.

As required under Regulation 17(8) of the SEBI (LODR) Reg, 2015, the CEO/CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

Your Companys risk management strategy strives to balance the trade-off between risk and return and ensure optimal risk- adjusted return on capital, and entails independent identification, measurement, and management of risks across the various businesses of your Company.

The Company has formulated a Risk Assessment & Management Policy which identify, evaluate business risks and opportunities. The risk management system of the Company is reviewed by the Audit Committee and the Board of Directors on a regular basis. During the year, no major risks were noticed, which may threaten the existence of the company.

The Company has duly constituted risk management committee, the details of the same are covered in the Corporate Governance Report forming part of the Boards Report.

The Directors acknowledges the responsibility for ensuring compliances with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and provisions of the SEBI (LODR) Reg, 2015 and in the preparation of the annual accounts for the year ended 31st March, 2025 states that ·

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that year;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) they have 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) proper systems had been devised to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

Your Directors state that:

1. No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

2. The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

3. The company is not required to maintain cost records.

4. The Company is in compliance with the applicable provisions relating to the Maternity Benefit Act, 1961.

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are considered an integral and important part of the Organisation. Your company has in place a policy for prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

In terms of provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, your Company has duly adopted a Policy and has also complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC). There was no case of sexual harassment reported during the year under review, as stated below:

Our employees are our core resource, and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain the best talent in the market, and the same can be felt in the past growth of SastaSundar Group. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective, your company spends large efforts on training. Your Company shall always place all necessary emphasis on the continuous development of its Human Resources. The belief "great people create great organization" has been at the core of the Companys approach to its people.

Your Directors take this opportunity to thank the Regulatory and Government Authorities, Bankers, Business Associates, Shareholders, and the Customers of the Company for their continued support to the Company. The Directors express their deep sense of appreciation towards all the employees and staff of the Company and wish the management all the best for achieving greater heights in the future.

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SASTASUNDAR VENTURES LIMITED (hereinafter called"the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

The Companys Management is responsible for preparation and maintenance of secretarial and other records and for devising proper systems to ensure compliance with the provisions of applicable laws and Regulations.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit and considering the relaxations granted by Ministry of Corporate Affairs and Securities and Exchange Board of India, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2025, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2025, to the extent applicable, according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made thereunder;

ii) The Securities Contracts (Regulation) Act, 1956 and Rules made thereunder;

iii) The Depositories Act, 1996 and Regulations and Bye-laws framed thereunder;

iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct investment and External Commercial Borrowings;

v) The Regulations and Guidelines prescribed under the Securities & Exchange Board of India Act, 1992 ("SEBI Act") or by SEBI, to the extent applicable:

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021

e) The Securities and Exchange Board of India (Issue and listing of Debt securities) Regulations, 2008

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018

vi) The Company was deregistered as a Non- Banking Financial Company vide order dated 21st March, 2015 of Reserve Bank of India (RBI). Thereafter, the company is functioning as a Core Investment Company (CIC)

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors during the period under review.

b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

c) None of the directors in any meeting dissented on any resolution and hence there was no instance of recording any dissenting members view in the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the company has received an order of adjudication under Section 454 of the Companies Act, 2013 read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 for violation of provisions of Section 203 of the Companies Act, 2013. A penalty under Section 203(5) of the Companies Act, 2013 is imposed on Company and officers in default for alleged violation of Section 203 of the Companies Act, 2013 in the Financial Year 2018-19. The Company has filed an Appeal against the said Order before the Regional Director, Eastern Region, Ministry of Corporate Affairs.

We further report that during the audit period Flipkart Health Limited ceased to be an Associate of the Company with effect from 28th October, 2024.

We further report that, during the audit period, National Company Law Tribunal, Kolkata Bench vide its order dated 17th October, 2024 approved the merger of Retailer Shakti Supply Chain Private Limited, step down subsidiary company with Sastasundar Healthbuddy Limited, subsidiary of the company with appointed date of 1st April, 2023.

We further report that during the audit period, Sastasundar Healthbuddy Limited, subsidiary of the Company has entered into an agreement dated 14th February, 2025 for sale of its entire stake in its wholly owned subsidiary, Happymate Foods Limited. The aforesaid transaction for sale of stake was completed on 30th May, 2025.

This report is to be read with our letter of even date which is annexed as Annexure - I which forms an integral part of this report.

To

The Members

Our report of even date is to be read along with this letter.

1. It is managements responsibility to identify the Laws, Rules, Regulations, Guidelines and Directions which are applicable to the Company depending upon the industry in which it operates and to comply and maintain those records with same in letter and in spirit. Our responsibility is to express an opinion on those records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Managements Representation about the compliance of Laws, Rules, Regulations, Guidelines and Directions and happening events, etc.

5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

CIN: U15411WB2011PLC160195

Innovation Tower, 5th Floor, Premises No.16-315,

Plot No.DH6/32, Action Area-1D, Newtown, Rajarhat,

Kolkata - 700156

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SASTASUNDAR HEALTHBUDDY LIMITED (hereinafter referred as the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2025 (Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2025, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder-- Not applicable to the Company;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999, and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) - The Company, being unlisted, the same is not applicable to the Company.

(vi) Other specifically applicable laws to the Company.

a. Factories Act, 1948;

b. Food Safety and Standards Act, 2006;

c. Drugs & Cosmetics Act, 1940

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• Adequate notice is given to all directors for the Board Meetings, including Committees thereof, along with agenda and detailed notes on agenda at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors.

• All decisions at Board Meetings and Committee Meetings are carried out unanimously and recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that the compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts have not been reviewed in this audit since the same have been subject to review by the statutory financial auditors, tax auditors and other designated professionals.

I further report that as per the explanations given to me and the representation made by the Management and relied upon by me, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were following specific events / actions having a major bearing on Companys affairs in pursuance of the above-referred laws, rules, regulations, guidelines, standards, etc.:

1. The shareholders of the Company at their Extra Ordinary General Meeting held on June 20, 2024 have approved reappointment of Mr. Ravi Kant Sharma as Managing Director and CEO.

2. The shareholders of the Company at their Extra Ordinary General Meeting held on November 12, 2024 have approved:

a) revision in remuneration of Mr Banwari Lal Mittal, Chairman and Managing Director of the Company.

b) revision in remuneration of Mr Ramesh Kumar Sharma, Whole-time Director of the Company.

3. The Company at its Board Meeting held on September 10, 2024 have approved the execution of Share Purchase Agreement with Flipkart Health Private Limited.

4. The Company at its Board Meeting held on February 12, 2025 have approved:

a) disinvestment in its Wholly Owned Subsidiaries Happymate Food Limited and Genu Path Labs Limited by way of sale of stake

b) acquisition of 10% stake in Alexa Helathcare India Private Limited, DPIIT-recognized startup in New Town, Kolkata.

5. The Registrar of Companies vide its Letter no. ROC/ADJ/55/160195/2023/8477 dated 29/11/2024 imposed a penalty of Rs. 6,50,000/- on Company and its directors for violation of Section 203(3) of the Companies Act 2013 for Financial Year 2016-17.

6. The Registrar of Companies vide its Letter no. ROC/ADJ/55/160195/2023/8448 dated 29/11/2024 imposed a penalty of Rs. 80,000/- on Company and its directors for violation of Section 118 of the Companies Act 2013 for Financial Year 201718 & 2019-20.

7. The Registrar of Companies vide its Letter no. ROC/ADJ/55/160195/2023/8546 dated 29/11/2024 imposed a penalty of Rs. 2,00,000/- on its directors for violation of Section 184(2) of the Companies Act 2013 for Financial Year 2019-20.

To,

The Members

CIN: U15411WB2011PLC160195

Innovation Tower, 5th Floor, Premises No.16-315,

Plot No.DH6/32, Action Area-1D, Newtown, Rajarhat,

Kolkata - 700156

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

# Mrs. Manisha Sethia, resigned from her position of CFO & KMP, w.e.f. closure of 14th February, 2025;

## Mr. Lokesh Agarwal has been appointed as the CFO & KMP of the Company, w.e.f. 15th February, 2025.

Note 1: Mr. Banwari Lal Mittal, Managing Director of the Company is also the Managing Director and CEO of Sastasundar Healthbuddy Limited (SHBL), the subsidiary company and receives remuneration from SHBL.

Note 2: Mr. Lokesh Agarwal, Chief Financial Officer (CFO) of the Company is also the CFO of the subsidiary company, Sastasundar Healthbuddy Limited (SHBL) and receives remuneration from SHBL.