Vaidya Sane Ayurved Laboratories Ltd Directors Report

To,

The Members,

Vaidya Sane Ayurved Laboratories Limited

Your Directors have pleasure in presenting the 27^th Board Report of the Company with the Audited Financial Statements for the year ended 31^st March, 2026.

FINANCIAL SUMMARY:

The Companys financial summary for the year under review along with previous year figures is given hereunder:

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26
Total Income	10,181.00	8,885.29	10,927.41
Profit/(Loss) Before Interest and depreciation	1250.89	1265.47	1778.50
Interest	80.62	85.63	84.99
Depreciation	561.41	372.78	612.95
Profit/(Loss) Before Tax	608.86	807.07	1,080.56
Less: Current Tax	147.40	182.46	210.22
Less: Deferred Tax Adjustment	-32.00	14.67	-28.61
Profit/(Loss) After Tax	493.46	489.67	898.66

PERFORMANCE REVIEW:

During the financial year ended 31^st March, 2026, the Company continued to strengthen its position in the preventive and curative healthcare sector through its integrated Ayurvedic treatment model, expansion of clinic operations, and continued focus on patient-centric healthcare services. Despite a challenging business environment and rising operating costs, the Company maintained stable profitability while continuing its investments towards long-term growth.

On a standalone basis, the Company reported a total income of Rs.10,181.00 Lakhs during FY 2025-26 as against Rs.8,885.29 Lakhs in the previous financial year, registering a healthy growth of approximately 14.58%. The increase in revenue was primarily driven by improved patient footfall across clinics, enhanced operational efficiencies, expansion of healthcare services, and stronger business performance across various operating locations.

The Companys Profit Before Interest and Depreciation (PBID) stood at Rs.1,250.89 Lakhs as compared to Rs.1,265.47 Lakhs in the previous year. While operating profitability remained largely stable, the Company witnessed an increase in depreciation expense to Rs. 561.41 Lakhs from Rs. 372.78 Lakhs, primarily on account of capital investments in clinic infrastructure, medical equipment, technology platforms, and other fixed assets undertaken during the year.

Consequently, the Profit Before Tax (PBT) stood at Rs. 608.86 Lakhs compared with Rs. 807.07 Lakhs in FY 2024-25. After providing for current tax and deferred tax adjustments, the Profit After Tax (PAT) increased marginally to Rs. 493.46 Lakhs as against Rs. 489.67 Lakhs in the previous year, demonstrating the Companys ability to maintain consistent profitability despite higher depreciation and investment-related expenses.

On a consolidated basis, the Group reported a Total Income of Rs.10,927.41 Lakhs, Profit Before Tax of Rs.1,080.56 Lakhs, and Profit After Tax of Rs.898.66 Lakhs, reflecting the positive contribution of its subsidiaries and continued focus on operational excellence.

During the year, the Company continued to focus on:

• Strengthening its multidisciplinary healthcare delivery model.

• Expanding its clinic network through company-owned and franchise-operated centres.

• Enhancing digital healthcare initiatives and patient engagement platforms.

• Improving operational efficiencies and cost optimisation across business verticals.

• Strengthening corporate governance, regulatory compliance, and internal control systems.

• Investing in technology, infrastructure, and human resources to support sustainable future growth.

The Directors believe that the Companys strong brand recognition, integrated healthcare ecosystem, experienced management team, disciplined financial management, and continuous emphasis on quality healthcare services position it well for sustained long-term growth. The Company remains committed to creating long-term value for all its stakeholders while continuing to deliver affordable, evidence-based Ayurvedic healthcare solutions across the country.

TRANSFER TO RESERVES:

During the financial year under review, the Board of Directors has transferred the entire Profit After Tax of Rs.493.46 Lakhs to the General Reserve of the Company to strengthen its financial position and support future business growth.

DIVIDEND:

With a view to conserving resources for future growth, expansion plans and strengthening the Companys financial position, the Board of Directors has not recommended any dividend for the financial year ended 31^st March, 2026.

STATE OF AFFAIRS AND FUTURE OUTLOOK:

State of Affairs:

During the Financial Year 2025-26, Vaidya Sane Ayurved Laboratories Limited ("VSAL”) continued to strengthen its position as one of Indias leading integrated Ayurvedic healthcare organisations, operating under the trusted "Madhavbaug" brand. The Company remained committed to its mission of delivering evidence-based Ayurvedic healthcare for the prevention, management and reversal of chronic lifestyle diseases through a unique integration of traditional Ayurvedic wisdom, modern diagnostics and scientific research.

During the year under review, the Company recorded encouraging growth in its operational and financial performance. Revenue from Operations increased to Rs.106.91 crore, while Profit After Tax stood at Rs.8.99 crore, reflecting the Companys continued focus on operational excellence, cost optimisation and sustainable value creation. The enterprise healthcare ecosystem generated collections of approximately Rs.196.91 crore, demonstrating the strength of the Companys integrated clinic and hospital model.

The Company continued to expand and strengthen its healthcare network, comprising more than 320 clinics, 4 hospitals with over 134 operational beds, 46+ OPDs and Mini Clinics, supported by a dedicated team of 450+ Ayurvedic physicians across multiple states. Since inception, the Company has served over 10 lakh patients, reinforcing its position as a trusted healthcare provider in the management of cardiovascular diseases, diabetes, hypertension, obesity and other lifestyle disorders.

During the year, the Company further strengthened its integrated healthcare ecosystem through continued investment in digital healthcare platforms, clinical research, manufacturing capabilities and specialised healthcare services. The proprietary MIB Pulse application and Power MAP clinical platform continued to enhance patient engagement and support technology-enabled healthcare delivery. The Company also expanded its scientific research initiatives, which now include 83 scientific manuscripts and over 500 published research papers, reinforcing its commitment to evidence-based Ayurveda.

The Company also made significant strategic progress through the strengthening of its manufacturing capabilities via Dynamic Remedies Private Limited and UV Ayurgen Pharma Private Limited, expansion into specialised healthcare with Urja Neuro Care, progress towards the proposed acquisition of Parasnath Healthcare (OPC) Private Limited (subject to completion of applicable approvals), and commencement of its international expansion strategy through a strategic joint venture in Malaysia. These initiatives are expected to further strengthen the Companys long-term growth platform.

Future Outlook

Indias healthcare sector continues to present significant long-term opportunities, driven by increasing healthcare awareness, rising incidence of lifestyle diseases, expanding health insurance coverage, digital transformation and growing acceptance of preventive healthcare. The Company believes that these structural trends, coupled with favourable policy support for the AYUSH ecosystem, provide a strong foundation for sustainable growth.

The Companys strategic priorities for the coming years are centred around the following key focus areas:

1. Expansion of Healthcare Network

The Company intends to further strengthen its presence by expanding its integrated network of clinics, hospitals and specialised healthcare centres across strategically identified locations in India. Continued investment in hospital infrastructure and increased bed capacity will enhance the Companys ability to provide comprehensive inpatient and outpatient healthcare services while improving accessibility for patients.

2. Strengthening Specialised Healthcare Services

Building upon its expertise in lifestyle disease management, the Company will continue expanding specialised healthcare verticals, including neurological care, pain management and rehabilitation services. The objective is to provide comprehensive, multidisciplinary healthcare solutions addressing the evolving needs of patients suffering from chronic and lifestyle-related disorders.

3. Research, Innovation and Digital Healthcare

The Company will continue investing in scientific research, evidence generation and clinical validation of Ayurvedic therapies. Simultaneously, further enhancement of proprietary digital platforms, including MIB Pulse and Power MAP, will strengthen patient engagement, clinical decision support and technology-enabled healthcare delivery.

4. Manufacturing Excellence and Product Development

The Company will continue strengthening backward integration through its manufacturing subsidiaries to enhance product quality, operational efficiency and supply chain resilience. Focus will remain on expanding the portfolio of Ayurvedic medicines, nutraceuticals and wellness products while maintaining the highest quality standards.

5. Insurance, Corporate and Institutional Partnerships

The Company intends to deepen its engagement with insurance companies, Third Party Administrators (TPAs), corporate organisations and institutional healthcare partners to improve accessibility and affordability of integrated Ayurvedic healthcare services for a larger patient population.

6. International Expansion

Following the commencement of its international initiatives, the Company will continue evaluating opportunities to expand the Madhavbaug healthcare model in overseas markets through strategic partnerships and collaborative business models, thereby strengthening its global presence.

7. Sustainable and Responsible Growth

The Company remains committed to creating sustainable long-term value through responsible corporate governance, patient-centric innovation, operational excellence and ethical business practices. Continued focus on research, quality, technology and clinical outcomes will remain central to its long-term growth strategy.

Alignment with National Healthcare Priorities

The Companys long-term strategy remains aligned with Indias healthcare priorities by promoting preventive healthcare, improving awareness regarding lifestyle disorders, supporting scientific research in Ayurveda, strengthening healthcare accessibility and encouraging early diagnosis and effective management of non-communicable diseases.

Through its integrated healthcare ecosystem, the Company continues to contribute towards improving public health outcomes by delivering affordable, evidence-based and technology-enabled Ayurvedic healthcare solutions across the country.

The Board of Directors remains confident that the Companys strong brand, differentiated healthcare model, experienced leadership team and continued focus on innovation and governance will enable it to deliver sustainable growth while creating long-term value for patients, shareholders and all other stakeholders.

CHANGES IN SHARE CAPITAL

i. Increase in Authorised Share Capital

During the Financial Year 2025-26, the Members of the Company, at the Extra-Ordinary General Meeting held on 25^th July, 2025, approved the increase in the Authorised Share Capital of the Company from Rs.15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs.10/- each to Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- each, by the creation of an additional 50,00,000 (Fifty Lakhs) Equity Shares of Rs. 10/- each, ranking pari passu in all respects with the existing Equity Shares of the Company.

Consequently, the Authorised Share Capital of the Company as on 31^st March, 2026 stood at Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs.10/- each.

ii. Bonus Issue

During the Financial Year 2025-26, the Company did not issue any Bonus Shares. Accordingly, there was no bonus issue during the year under review.

iii. Rights Issue

During the Financial Year 2025-26, the Company did not make any Rights Issue of Equity Shares. Accordingly, no rights issue was undertaken during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the Financial Year 2025-26, containing an overview of the industry, business environment, operational and financial performance, opportunities, risks and concerns, internal control systems, future outlook and other material developments, forms an integral part of this Annual Report and is annexed herewith as Annexure - I.

STATEMENT OF UTILISATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO) UNDER REGULATION 32(1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Company had raised funds through its Initial Public Offer ("IPO") during the Financial Year 2021-22 by issuing 27,71,200 Equity Shares at an issue price of Rs.73/- per Equity Share, including a securities premium of Rs.63/- per Equity Share, aggregating to Rs.2,022.98 Lakhs.

The IPO proceeds were raised for the objects specified in the Prospectus dated 25^th )anuary, 2022. The Company confirms that the IPO proceeds have been utilised for the objects stated in the Prospectus and that there has been no deviation or variation in the utilisation of the proceeds.

Accordingly, as on 31^st March, 2026, there were no unutilised IPO proceeds and no deviation or variation in the utilisation of the IPO proceeds from the objects stated in the Prospectus.

The Company has made the requisite disclosures relating to utilisation of funds and deviation or variation, wherever applicable, in accordance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PREFERENTIAL ISSUE OF FULLY CONVERTIBLE SHARE WARRANTS

During the Financial Year 2025-26, the Company made a preferential allotment of 34,00,000 (Thirty-Four Lakh) Fully Convertible Share Warrants ("Warrants") to persons belonging to the Non-Promoter Group, pursuant to the approval accorded by the Members of the Company at the Extra-Ordinary General Meeting held on 25^th August, 2025.

Pursuant to the said shareholders approval, the Board of Directors, at its meeting held on 23^rd January, 2026, approved and allotted 34,00,000 Fully Convertible Share Warrants on a preferential basis, convertible at the option of the respective warrant holders, in one or more tranches, into an equivalent number of fully paid-up Equity Shares of the Company having a face value of Rs.10/- each, within a period of 18 (Eighteen) months from the date of allotment.

The Warrants were issued at an issue price of Rs.183/- per Warrant. Accordingly, the aggregate issue value of the Warrants amounted to Rs.62.22 Crores, subject to the terms and conditions of the issue and the applicable regulatory requirements.

The details of the proposed allottees are as follows:

Sr. No. Name of Proposed Allottee	Category	No. of Warrants Allotted
1 Sankshi Fund I	Non-Promoter	5,95,000
2 Anish Gupta	Non-Promoter	51,000
3 Singularity Large Value Fund III	Non-Promoter	21,59,000
4 Singularity Equity Fund II	Non-Promoter	2,55,000
5 SF Employees Benefits LLP	Non-Promoter	85,000
6 Bharat Venture Opportunities Fund	Non-Promoter	2,55,000
Total		34,00,000

The Equity Shares to be allotted upon conversion of the aforesaid Warrants shall rank pari passu in all respects, including with respect to dividend, with the existing fully paid-up Equity Shares of the Company, subject to the applicable provisions of the Memorandum and Articles of Association of the Company and applicable laws and regulations.

The preferential issue and allotment of the Warrants was undertaken in accordance with the applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, rules and regulations.

The Company has undertaken the requisite corporate, statutory and regulatory compliances in connection with the preferential issue and allotment of the Warrants, including necessary filings and disclosures with the applicable regulatory authorities and Stock Exchange.

Status of Earlier Preferentially Issued Warrants

The Company had also made preferential allotments of Fully Convertible Share Warrants during earlier financial years. The status of such earlier Warrants is as follows:

a. Warrants allotted to Promoter and Promoter Group

Pursuant to the approval of the Members at the Extra-Ordinary General Meeting held on 24^th April, 2023, the Board of Directors, at its meeting held on 27^th May, 2023, had allotted 5,00,000 (Five Lakhs) Fully Convertible Share Warrants on a preferential basis to the Promoter and Promoter Group.

As the warrant holders did not exercise their option to convert the Warrants into Equity Shares within the stipulated period of 18 months, the Board of Directors, at its meeting held on 6^th December, 2024, noted that the said Warrants had lapsed with effect from 27^th November, 2024.

Consequently, the amount of Rs.2,76,68,750, representing the amount received towards 25% of the issue price of the Warrants, was forfeited in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the terms of issue.

b. Warrants allotted to Non-Promoter Category

Pursuant to the approval of the Members at the Extra-Ordinary General Meeting held on 5^th August, 2023, the Board of Directors, at its meeting held on 14^th August, 2023, had allotted 16,34,400 (Sixteen Lakhs Thirty-Four Thousand Four Hundred) Fully Convertible Share Warrants on a preferential basis to persons belonging to the Non-Promoter Category.

As the warrant holders did not exercise their option to convert the Warrants into Equity Shares within the stipulated period of 18 months, the Board of Directors, at its meeting held on 18^th February, 2025, noted that the said Warrants had lapsed with effect from 15^th February, 2025.

Consequently, the amount of Rs. 10,66,44,600, representing the amount received towards 25% of the issue price of the Warrants, was forfeited in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the terms of issue.

AUDITORS REPORT AND THEIR OBSERVATIONS

The Statutory Auditors of the Company have audited the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31^st March, 2026.

The Statutory Auditors have issued an unmodified audit opinion on the Standalone and Consolidated Financial Statements of the Company. The Audit Reports do not contain any qualification, reservation, adverse remark or disclaimer of opinion.

The observations and notes forming part of the Audit Reports are self-explanatory and, therefore, do not call for any further comments from the Board of Directors. Further, during the year under review, no instance of fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Annual Return of the Company for the Financial Year ended 31^st March, 2026 shall be made available on the website of the Company and can be accessed at: https://www.madhavbaug.org/investor-relations/ or under the "Annual Return" section of the Investor Relations page of the Companys website.

BOARD MEETINGS

The meetings of the Board of Directors are scheduled well in advance in consultation with all the Directors to facilitate meaningful participation. The gap between any two consecutive Board Meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Agenda, detailed notes and supporting papers were circulated to the Directors well in advance of each meeting. The Board was provided with all the information required under Regulation 17(7) read with Part A of Schedule II of the SEBI Listing Regulations to enable informed decision-making. The Board also periodically reviewed the compliance reports of all applicable laws and regulations governing the Companys operations.

During the Financial Year 2025-26, Five (5) Board Meetings were held as under:

Sr. No. Date of Board Meeting	No. of Directors Eligible to Attend	No. of Directors Attended
1 22.05.2025	5	5
2 01.08.2025	5	5
3 06.09.2025	5	5
4 05.11.2025	5	5
5 23.01.2026	5	5

AUDIT COMMITTEE

The Audit Committee of the Board is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations.

The Committee comprises Directors possessing expertise in finance, accounting, corporate governance and business management. The Committee assists the Board in overseeing the integrity of financial reporting, internal financial controls, statutory and internal audits, related party transactions, compliance framework and risk management systems.

During the Financial Year 2025-26, Five (5) Audit Committee Meetings were held as under:

Sr. No. Date of Audit Committee Meeting	No. of Members Eligible to Attend	No. of Members Attended
1 22.05.2025	3	3
2 01.08.2025	3	3
3 06.09.2025	3	3
4 05.11.2025	3	3
5 23.01.2026	3	3

The primary objective of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities relating to financial reporting, internal financial controls, internal audit, statutory audit, compliance with applicable laws and regulations, related party transactions and enterprise risk management. The Committee also reviews the quarterly and annual financial results before recommending the same to the Board for approval.

All recommendations made by the Audit Committee during the year under review were accepted by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee ("NRC") has been constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations.

The Committee is entrusted with identifying persons qualified to become Directors and Senior Management Personnel, recommending their appointment and remuneration, formulating the criteria for determining qualifications, positive attributes and independence of Directors, evaluating the performance of the Board, its Committees and individual Directors, and administering the Companys remuneration policy.

During the Financial Year 2025-26, Four (4) Nomination and Remuneration Committee Meetings were held as under:

Sr. No. Date of NRC Meeting	No. of Members Eligible to Attend	No. of Members Attended
1 01.08.2025	3	3
2 06.09.2025	3	3
3 05.11.2025	3	3
4 23.01.2026	3	3

The Committee reviewed matters relating to appointment and re-appointment of Directors, Key Managerial Personnel and Senior Management Personnel, remuneration, succession planning, Board diversity, performance evaluation and other matters within its terms of reference.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee ("SRC") has been constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Committee oversees and monitors investor services and redressal of shareholders grievances relating to transfer and transmission of shares, issue of duplicate share certificates, dematerialisation and rematerialisation of shares, non-receipt of Annual Reports, dividend-related matters (if applicable), and other investor-related services. The Committee also reviews complaints received through SEBI SCORES, the Stock Exchange(s) and the Registrar and Share Transfer Agent (RTA), and ensures their timely resolution.

During the Financial Year 2025-26, One (1) Stakeholders Relationship Committee Meeting was held as under:

Sr. No. Date of Stakeholders Relationship Committee Meeting	No. of Members Eligible to Attend	No. of Members Attended
1 23.01.2026	5	5

The Board is satisfied that the Company has established an effective mechanism for addressing investors grievances. During the year under review, all investor complaints received were attended to and resolved within the timelines prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The composition of the Board of Directors of the Company is in conformity with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Board comprises an optimum combination of Executive and Non-Executive Directors, including Independent Directors, possessing diverse skills, experience and expertise.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Vidyut Bipin Ghag (DIN: 09299252), Whole-time Director, retires by rotation at the ensuing 27^th Annual General Meeting and, being eligible, has offered herself for re-appointment.

The Board of Directors recommends her re-appointment for approval of the Members.

The Company has received the necessary declarations from all the Directors confirming that they are not disqualified from being appointed or continuing as Directors under Section 164 of the Companies Act, 2013. The Independent Directors have also submitted the declaration of independence pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence prescribed under the applicable provisions.

Changes in Key Managerial Personnel during the Financial Year 2025-26

During the year under review, the following changes took place in the Key Managerial Personnel of the Company: l Mr. D. Ramakrishna was appointed as the Chief Executive Officer (CEO) of the Company with effect from 24^th July, 2025.

Mr. Rohit Madhav Sane ceased to hold office as the Chief Executive Officer (CEO) with effect from 24^th July, 2025.

Ms. Sapna Kamaldas Vaishnav was appointed as the Company Secretary & Compliance Officer with effect from 05^th November, 2025.

Key Managerial Personnel as on 31^st March, 2026

The Key Managerial Personnel of the Company as on 31^st March, 2026 were as under:

Sr. No. Name	Designation
1 Mr. Rohit Madhav Sane	Managing Director
2 Mr. D. Ramakrishna	Chief Executive Officer
3 Mr. Narendra Narayan Pawar	Chief Financial Officer
4 Ms. Sapna Kamaldas Vaishnav	Company Secretary & Compliance Officer

The Board places on record its sincere appreciation for the valuable contributions made by the outgoing Key Managerial Personnel during their tenure and welcomes the newly appointed executives to the leadership team. The Board is confident that their experience and expertise will contribute significantly to the continued growth and success of the Company.

Board and Committee Meetings Attendance

During the Financial Year 2025-26, the Company convened 5 (Five) Board Meetings, 5 (Five) Audit Committee Meetings, 4 (Four) Nomination and Remuneration Committee Meetings, 1 (One) Stakeholders Relationship Committee Meeting, and 1 (One) Independent Directors Meeting. The attendance of the Directors at the meetings of the Board and Committees during the year is given below:

S r . No. Name of Director	Board Meetings (5)	Audit Committee (5)	Nomination & Remuneration Committee (4)	Stakeholders Relationship Committee (1)	Independent Directors Meeting (1)
1 Dr. Rohit Madhav Sane	5	NA	NA	1	NA
2 Mr. Vidyut Bipin Ghag	5	NA	NA	1	NA
3 Mr. Ratnakar Rai	5	5	4	1	1
4 Mr. Mahesh Kshirsagar	5	5	4	1	1
5 Mr. Sushrut Dambal	5	5	4	1	1

Note: "NA" indicates that the Director was not a member of the respective Committee.

RELATED PARTY TRANSACTIONS

All Related Party Transactions ("RPTs") entered into by the Company during the Financial Year 2025-26 were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

During the year under review, the Company did not enter into any material Related Party Transactions requiring approval of the shareholders under the Companies Act, 2013 or the SEBI Listing Regulations. Accordingly, the disclosure in Form AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable and therefore does not form part of this Report.

The details of Related Party Transactions entered into during the Financial Year 2025-26, including transactions with persons or entities belonging to the Promoter and Promoter Group holding 10% or more of the shareholding in the Company, are disclosed in the Notes forming part of the Standalone and Consolidated Financial Statements.

The Company has adopted a Policy on Related Party Transactions, in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Policy is reviewed periodically by the Board and is available on the Companys website .

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and continues to conduct its business with integrity, transparency, accountability and ethical practices. The Board firmly believes that good Corporate Governance enhances long-term shareholder value while protecting the interests of all stakeholders.

The Company has adopted appropriate governance practices and internal processes to ensure compliance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and the SEBI Listing Regulations.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance specified under Regulations 17 to 27, Regulations 46(2)(b) to 46(2)(i) and Regulation 46(2)(t) of the SEBI Listing Regulations are not applicable to the Company during the Financial Year 2025-26.

The Company nevertheless continues to voluntarily follow several good governance practices appropriate to the size and nature of its business.

RISK MANAGEMENT

The Company has established a comprehensive Risk Management Framework to identify, evaluate, monitor and mitigate risks that may impact its business objectives, operations and long-term sustainability.

The Board of Directors has overall responsibility for overseeing the Companys risk management framework, while the Audit Committee periodically reviews the effectiveness of the risk management systems and internal control mechanisms.

The Company regularly evaluates strategic, operational, financial, regulatory, information technology, cybersecurity, clinical, legal and compliance-related risks and implements suitable mitigation measures to minimise their potential impact.

Risk management forms an integral part of the Companys business planning and decision-making process. The Company continuously strengthens its internal control systems and governance framework to respond effectively to emerging business risks and changing regulatory requirements.

The Board is of the opinion that there are no risks which, in its assessment, may threaten the existence of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from all the Independent Directors confirming that they continue to satisfy the criteria of independence as prescribed under Section 149(6) read with Section 149(7) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Independent Directors have also confirmed that they have complied with the provisions relating to the inclusion of their names in the Independent Directors Data Bank maintained by the Indian Institute of Corporate Affairs ("IICA"), wherever applicable, in accordance with Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended.

In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, experience and proficiency as required under the Companies Act, 2013 and the applicable Rules made thereunder. Further, during the Financial Year 2025-26, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

MEETING OF INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME

Pursuant to Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations, the Independent Directors met separately during the Financial Year 2025-26 without the presence of the Executive Directors or members of the Management.

During the meeting, the Independent Directors reviewed, inter alia:

• the performance of the Non-Independent Directors and the Board as a whole;

• the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

• the quality, quantity and timeliness of the flow of information between the Management and the Board to enable the Board to effectively and reasonably perform its duties.

The Board has adopted a Familiarisation Programme for the Independent Directors with the objective of familiarising them with the Companys business model, industry, operations, regulatory environment, governance framework, roles, rights and responsibilities as Directors.

The details of the Familiarisation Programme are available on the Companys website at [Insert Familiarisation Programme Link].

ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of the individual Directors.

The Nomination and Remuneration Committee laid down the evaluation criteria, covering various aspects of the functioning of the Board and its Committees, including their composition, effectiveness, governance processes, strategic oversight, quality of discussions, decision-making, discharge of responsibilities and contribution to the overall growth of the Company.

The performance of the Individual Directors was evaluated based on parameters such as attendance, participation in Board and Committee Meetings, contribution to strategic discussions, guidance provided to the Management, domain knowledge, independence of judgment and adherence to ethical standards.

The Independent Directors also evaluated the performance of the Chairperson, the Non-Independent Directors and the Board as a whole at their separate meeting held during the year, in accordance with the requirements of Schedule IV of the Companies Act, 2013.

Based on the outcome of the evaluation, the Board is of the opinion that its composition reflects an appropriate balance of knowledge, experience, diversity and independence, enabling it to effectively discharge its governance responsibilities.

NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations.

The Policy lays down the criteria for appointment, qualification, positive attributes, independence of Directors, remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, performance evaluation and succession planning.

The objective of the Policy is to ensure that the level and composition of remuneration is reasonable, sufficient and linked to individual performance, responsibilities, industry benchmarks and the long-term interests of the Company and its stakeholders.

The Nomination and Remuneration Policy is available on the website of the Company.

AUDITORS

Statutory Auditors

M/s. A. A. Mohare & Co., Chartered Accountants, Dombivli (Firm Registration No. 114152W), were appointed as the Statutory Auditors of the Company at the 22^nd Annual General Meeting held on 13^th September, 2021, to hold office for a term of five consecutive years, commencing from the conclusion of the said Annual General Meeting until the conclusion of the 27^th Annual General Meeting of the Company to be held in the year 2026, in accordance with the provisions of Section 139 of the Companies Act, 2013.

The Statutory Auditors have audited the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31^st March, 2026 and have issued an unmodified audit opinion thereon.

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have confirmed that no fraud under the said provisions has been reported by them during the Financial Year 2025-26.

The Audit Reports issued by the Statutory Auditors do not contain any qualification, reservation, adverse remark or disclaimer of opinion requiring any comments from the Board of Directors.

The first term of M/s. A. A. Mohare & Co., Chartered Accountants, as Statutory Auditors of the Company concludes at the ensuing 27^th Annual General Meeting. Based on the recommendation of the Audit Committee and subject to the approval of the Members, the Board of Directors has recommended the re-appointment of M/s. A. A. Mohare & Co., Chartered Accountants (Firm Registration No. 114152W), as the Statutory Auditors of the Company for a second term of five consecutive years, commencing from the conclusion of the 27^th Annual General Meeting until the conclusion of the 32^nd Annual General Meeting of the Company to be held in the year 2031.

The Company has received the necessary consent and eligibility certificate from M/s. A. A. Mohare & Co. confirming that their re-appointment, if approved, shall be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 and the rules made thereunder, and that they are eligible for re-appointment.

The Board recommends the re-appointment of M/s. A. A. Mohare & Co., Chartered Accountants, as Statutory Auditors of the Company for the approval of the Members at the ensuing 27^th Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Deep Shukla & Associates, Practising Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2025-26.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2026 is annexed to this Boards Report as Annexure - II.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or comments from the Board of Directors.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. Khare Deshmukh & Co., Chartered Accountants (Firm Registration No. 116141W), Pune, as the Internal Auditors of the Company for the Financial Year 2025-26.

The Internal Auditors conducted periodic internal audits during the year in accordance with the approved internal audit plan. Their reports, together with the observations and recommendations, were periodically reviewed by the Audit Committee, and appropriate corrective and preventive actions were taken by the Management wherever considered necessary.

The Internal Audit function provides independent assurance on the adequacy and effectiveness of the Companys internal financial controls, risk management framework, governance processes and operational efficiency.

DISCLOSURE UNDER SCHEDULE V(F) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to Clause F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there were no unclaimed Equity Shares lying in the Unclaimed Suspense Account as on 31^st March, 2026.

Accordingly, the disclosure requirements relating to the Unclaimed Suspense Account under the SEBI Listing Regulations are not applicable to the Company during the year under review.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31^st March, 2026, the Company had the following Subsidiary Companies:

Subsidiary Companies

Sr. No. Name of Company	Percentage of Holding
1 F-Health Accelerators Private Limited	80%
2 Dynamic Remedies Private Limited	100%
3 UV Ayurgen Pharma Private Limited	100%
4 Aaharshastra Foodz Private Limited	100%

As on 31^st March, 2026, the Company did not have any Associate Company or Joint Venture within the meaning of the Companies Act, 2013.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Subsidiary Companies in Form AOC-1 forms part of this Annual Report as Annexure - IV.

DEPOSITS

During the Financial Year 2025-26, the Company did not accept any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no unpaid or unclaimed deposits outstanding as on 31^st March, 2026.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Standalone Financial Statements forming part of this Annual Report.

During the Financial Year 2025-26, the Company made loans and investments in compliance with the provisions of Section 186 of the Companies Act, 2013. The details thereof are provided in the relevant Notes to the Standalone Financial Statements.

During the year under review, the Company did not provide any guarantees covered under Section 186 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this Boards Report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the Financial Year, i.e., 31^st March, 2026, and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year 2025-26, no significant or material orders were passed by any Regulatory Authority, Court or Tribunal which would impact the going concern status of the Company or materially affect its future operations.

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

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:

(A) Conservation of Energy

The Company continues to undertake initiatives aimed at improving energy efficiency across its clinics, hospitals, offices and manufacturing facilities. Continuous efforts are made towards optimum utilisation of energy through efficient operating practices, preventive maintenance of equipment, adoption of energy-efficient systems and creating awareness amongst employees regarding energy conservation.

Although the Companys operations are not energy-intensive, energy conservation continues to receive due attention as part of its commitment towards sustainable business practices.

(B) Technology Absorption

The Company continues to strengthen its technology capabilities by integrating modern healthcare technologies with evidence-based Ayurvedic practices. During the year, emphasis was placed on enhancing digital healthcare platforms, clinical information systems, patient engagement solutions and technology-enabled operational processes.

Continuous investments in research, innovation and technology adoption have enabled the Company to improve operational efficiency, enhance patient experience and strengthen the delivery of integrated healthcare services.

The Company also continues to focus on scientific validation of Ayurvedic therapies through research initiatives and collaboration with healthcare professionals and research institutions.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of foreign exchange earnings and outgo during the Financial Year 2025-26 are as under:

Particulars	Amount
Foreign Exchange Earnings	Nil
Foreign Exchange Outgo	Rs. 39.14 Lakhs

RESEARCH AND DEVELOPMENT

Research and innovation continue to remain integral to the Companys growth strategy. The Company is committed to strengthening evidence-based Ayurvedic healthcare through continuous research, clinical validation and technological innovation.

During the year under review, the Company continued its efforts towards improving disease reversal protocols, enhancing treatment methodologies, strengthening clinical documentation and adopting digital technologies for improved patient care. The Company also continued to invest in scientific validation of Ayurvedic therapies, knowledge enhancement and innovation to improve healthcare outcomes and operational efficiency.

The Board believes that continuous investment in research and development will further strengthen the Companys leadership in integrative healthcare and contribute towards sustainable long-term growth.

PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Boards Report as Annexure - V.

The statement containing particulars of employees pursuant to Rule 5(2) and Rule 5(3) of the aforesaid Rules, wherever applicable, forms part of this Annual Report.

Further, the details of the Top Ten Employees in terms of remuneration drawn during the Financial Year 2025-26 are enclosed as Annexure - VI.

INTERNAL FINANCIAL CONTROLS

The Company has established adequate Internal Financial Controls over financial reporting, commensurate with the size, scale and nature of its operations.

The Internal Financial Control framework has been designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, prevention and detection of frauds and errors, compliance with applicable laws and regulations and the orderly and efficient conduct of business.

The Internal Auditors periodically review the adequacy and effectiveness of the internal control systems and submit their observations to the Audit Committee. Based on such reviews, the Audit Committee and the Board are satisfied that the Internal Financial Controls are adequate and were operating effectively during the Financial Year 2025-26. No material weakness in the design or operation of such controls was observed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism / Whistle Blower Policy.

The Policy provides a mechanism for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other improper practices without fear of retaliation.

The Audit Committee periodically reviews the functioning of the Vigil Mechanism. During the Financial Year 2025-26, no person was denied access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on the Companys website.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe, secure and respectful workplace for all employees and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

An Internal Committee has been constituted to address complaints relating to sexual harassment.

The status of complaints during the Financial Year 2025-26 is as follows:

Particulars	Number
Complaints pending at the beginning of the year	Nil
Complaints received during the year	Nil
Complaints disposed of during the year	Nil
Complaints pending at the end of the year	Nil

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records and conduct of Cost Audit are not applicable to the Company for the Financial Year 2025-26.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company continues to discharge its Corporate Social Responsibility obligations in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on Corporate Social Responsibility activities forms part of this Boards Report as Annexure - III.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 period;

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

4. they have prepared the annual accounts on a going concern basis;

5. 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

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, namely SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings) issued by the Institute of Company Secretaries of India ("ICSI") pursuant to Section 118(10) of the Companies Act, 2013.

The Board confirms that adequate systems and processes are in place to ensure continuous compliance with the applicable Secretarial Standards.

CEO AND CFO CERTIFICATION

The Managing Director/Chief Executive Officer and the Chief Financial Officer have provided the certificates required under Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the financial statements and the adequacy of Internal Financial Controls for the Financial Year 2025-26.

The said Certificate forms part of this Annual Report as Annexure - VII.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the continued trust and support extended by the Members, customers, patients, business associates, franchise partners, vendors, bankers, financial institutions, regulatory authorities, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the National Stock Exchange of India Limited, the Depositories, the Registrar and Share Transfer Agent and all other stakeholders.

The Board also expresses its heartfelt appreciation to all employees, doctors, healthcare professionals and members of the management team for their dedication, commitment and invaluable contribution towards the continued growth and success of the Company. Their collective efforts have enabled the Company to strengthen its position as a leading integrated Ayurvedic healthcare provider.

The Directors look forward to the continued confidence and support of all stakeholders as the Company progresses towards achieving sustainable growth and creating long-term value.

For and on Behalf of the Board of Directors of Vaidya Sane Ayurved Laboratories Limited	Rohit Sane	Vidyut Ghag
	Managing Director	Whole Time Director
Thane , 04 September 2026	(DIN: 00679851)	(DIN: 09299252)