On behalf of the Board of Directors, it is our pleasure to present the 6^th Director’s Report of the Company together
with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026
(“FY 2025-26”) along with the Auditors’ Report thereon.

The Board places on record its sincere appreciation and gratitude to all the shareholders for their continued trust
and support in the Company. Your confidence has been instrumental in enabling the Company to pursue its strategic
objectives and strengthen its market position. The Board remains committed to maintaining the highest standards
of corporate governance, transparency and accountability, while focusing on sustainable growth, long-term value
creation and safeguarding the interests of all stakeholders.

1. KEY FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED):

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

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

On a standalone basis, The highlights of the Company’s performance are as under:

i. Revenue from operations for the year ended on March 31, 2026 and March 31, 2025 is INR 14,683.36
Lakhs and INR 10,485.36 Lakhs.

ii. Other incomes for the year ended for the year ended on March 31, 2026 and March 31, 2025 is INR 133.49
Lakhs and INR 13.31 Lakhs.

iii. Net profit for the year ended for the year ended on March 31, 2026 and March 31, 2025 is INR 2,054.13
Lakhs and INR 1,327.32 Lakhs.

On a Consolidated basis, The highlights of the Company’s performance are as under:

i. Revenue from operations for the year ended on March 31, 2026 is INR 14,683.36 Lakhs.

ii. Other incomes for the year ended for the year ended on March 31, 2026 is INR 133.49 Lakhs.

iii. Net profit for the year ended for the year ended on March 31, 2026 is INR 2,053.87 Lakhs.

3. RESERVE & SURPLUS

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

4. COMPANY AFFAIRS

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

• Nutraceuticals

• Cosmetics

• Ayurvedic & Herbal Products

• Veterinary Feed Supplements

• Homecare Products

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

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

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

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

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

6. CONSOLIDATED FINANCIAL STATEMENT:

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

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

Between the end of the financial year to which the financial statements relate and the date of this Report, the
Company conducted a Postal Ballot through remote e-voting. The remote e-voting facility remained open from 9:00

A.M. (IST) on April 2, 2026 to 5:00 P.M. (IST) on May 1, 2026, for seeking the approval of the Members on the
following special businesses:

i. Alteration in the Objects of the Initial Public Offer ("Offer") for which the amount was raised; and

ii. Appointment of Mr. Mohmad Saleh Mutvalli (DIN: 07361078) as an Independent Director ofthe Company
and approval of the payment of sitting fees to him.

8. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

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

9. CREDIT RATING

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

10. DIVIDEND

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

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

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

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

12. SHARE CAPITAL OF THE COMPANY

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

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

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

13. CHANGE IN NAME OF THE COMPANY

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

14. CHANGE IN REGISTERED OFFICE

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Changes During the Financial Year 2025-2026

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

Composition as of March 31, 2026

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

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

Key Managerial Personnel (KMP)

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

• Munir Abdul Ganee Chandniwala - Managing Director

• Shirin Munir Ahmed Chandniwala - Whole Time Director

• Ashish Ghanshyam Shah - Chief Financial Officer

• Atul Kumar Ashok Kumar Shukla - Company Secretary and Compliance Officer

16. DECLARATION BY INDEPENDENT DIRECTORS

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

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

17. DETAILS OF MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

A. BOARD OF DIRECTORS

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

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

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

B. AUDIT COMMITTEE OF BOARD OF DIRECTORS

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

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

Reconstitution of the Committee During the Year

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

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

All the members possess sound accounting and financial management knowledge.

During the period under review, a total of 5 (Five) Audit Committee Meetings were held dated:

May 28, 2025, August 14, 2025, November 12, 2025, January 30, 2026 and March 31, 2026.

Attendance for Audit Committee Meeting:

C. NOMINATION & REMUNERATION COMMITTEE

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

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

Reconstitution of the Committee During the Year

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

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

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

Attendance of Nomination & Remuneration Committee Meeting:

D. STAKEHOLDER RELATIONSHIP COMMITTEE

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

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

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

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

Attendance of Stakeholder Relationship Committee Meeting:

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

Reconstitution of the Committee During the Year

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

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

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

Attendance of Nomination & Remuneration Committee Meeting:

18. BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

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

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

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

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

19. VIGIL MECHANISM

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

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

20. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

21. DIRECTORS’ RESPONSIBILITY STATEMENT

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

a) In preparation of the annual accounts, the applicable Accounting Standards have been followed, along with
proper explanation relating to material departures, if any;

b) Such Accounting Policies have been selected and applied consistently, and judgements and estimates have
been made that are reasonable and prudent to give a true and fair view of the Company’s state of affairs as
on March 31, 2026, and of the Company’s profit or loss for the year ended on that date;

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

d) The annual Financial Statements have been prepared on a Going Concern Basis.

e) Internal financial controls have been laid down to be followed by the Company and that such internal
financial controls were adequate and operating effectively.

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

22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

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

24. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

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

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

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

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

25. MATERIAL SUBSIDIARIES

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

26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

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

27. EXTRACT OF ANNUAL RETURN

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

28. AUDITORS AND AUDITOR’S REPORT
A. STATUTORY AUDITOR

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

STATUTORY AUDITOR’S OBSERVATION IN AUDIT REPORT

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

B. SECRETARIAL AUDITOR

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

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

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

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

SECRETARIAL AUDITOR’S OBSERVATION IN SECRETARIAL AUDIT REPORT

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

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

C. INTERNAL AUDITOR

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

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

D. COST AUDITOR

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

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

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

29. CORPORATE SOCIAL RESPONSIBILITY

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

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

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

31. DEPOSITS FROM PUBLIC

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

32. RISK MANAGEMENT POLICY

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

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

33. RELATED PARTY TRANSACTIONS

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

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

34. MANAGEMENT’S DISCUSSION AND ANALYSIS

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

35. CORPORATE GOVERNANCE REPORT

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

36. GENERAL SHAREHOLDER INFORMATION

*MARKET PRICE DATA

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2026

SHAREHOLDING PATTERN AS ON MARCH 31, 2026

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

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

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

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

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

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

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

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

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

a). Conservation of energy-

b). Technology absorption-

Foreign exchange earnings and Outgo-

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

40. PARTICULARS REGARDING EMPLOYEES’ REMUNERATION

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

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

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

42. COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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

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

44. DISCLOSURS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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

45. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF

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

46. OTHER GENERAL DISCLOSURES

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

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

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

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

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

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

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

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

48. ACKNOWLEDGEMENTS

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

Registered Office: By Order of the Board of Directors of

109, Ghanshyam Enclave Influx Healthtech Limited

Premises Co-op Soc Plot No.

856, Laljipada, Kandivali
West, Mumbai - 400067
Maharashtra, India.

Sd/- Sd/-

Date: August 26, 2026 Mrs. Shirin Munir Ahmed Chandniwala Mr. Munir Abdul Ganee Chandniwala

Place: Mumbai Whole-time Director Chairman and Managing Director

DIN: 08459623 DIN: 08459582

1

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

2. STATE OF THE COMPANY’S AFFAIRS

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

Your directors have pleasure to present the 5 ^th (Fifth) Director''s Report together with the Audited Statement
of Accounts of Influx Healthtech Limited (“the Company”) for the year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The financial results of the Company for the Financial Year 2024-25 as compared with the previous Financial
Year are as under:

fR c in Inlshc nnlocc nfhorAA/ico ^tritorll

2. STATE OF THE COMPANY''S AFFAIRS

The Company is engaged in the development and manufacturing of a diverse range of healthcare products,
including dietary and nutritional supplements (tablets, capsules, soft gels, liquid orals, oral powders,
effervescent tablets, gummies), cosmetic and personal care formulations (creams, gels, external oils, soaps),
Ayurvedic and herbal products, veterinary feed supplements, and homecare items, all produced in GMP,
HACCP, ISO 22000, Halal and US FDA registered facilities to ensure stringent quality control and regulatory
compliance. There has been no change in the nature of the Company''s business during the financial year
ended March 31, 2025.

The highlights of the Company''s performance are as under:

i. Revenue from operations for the year ended on March 31, 2025 and March 31, 2024 is INR 10,485.36
Lakhs and INR 9,996.51 Lakhs.

ii. Other incomes for the year ended for the year ended on March 31, 2025 and March 31, 2024 is INR
13.31 Lakhs and INR 5.09 Lakhs.

iii. Net profit for the year ended for the year ended on March 31, 2025 and March 31, 2024 is INR
1,327.32 Lakhs and INR 1,105.80 Lakhs.

3. RESERVES

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

4. DIVIDEND

To conserve the resources for future growth of the company, your directors do not propose any dividend for
the current year. Your Company''s policy on Dividend Distribution is available at
https://influxhealthtech.com/investor-relations/

5. HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.

6. SHARE CAPITAL

The Authorised Share Capital as on March 31, 2025 was INR 25,00,00,000/- divided into 2,50,00,000 Equity
Shares of INR 10/- each.

The Paid-up share capital as on March 31, 2025 was INR 18,15,00,000/- divided into 1,81,50,000 Equity
Shares of INR 10/- each.

> Increase in Authorised Share Capital:

The Company has Increased the Authorised Share Capital of the company from INR 10,00,00,000/-to INR
25,00,00,000/- divided into 2,50,00,000 Equity shares of INR 10/- each vide Shareholder''s resolution
passed on April 04, 2024.

> Increase Paid Up Share Capital:

During the year, your company had issued bonus shares in the ratio of 725:1 i.e. Seven hundred and
twenty-five new equity Shares of INR 10/- each for every one equity share of INR 10/- each fully paid up
vide Allotment resolution dated July 31, 2024. Post Issuance of bonus Share, The Paid-up share capital of
the company was INR 18,15,00,000/-.

INITIAL PUBLIC OFFER ("IPO”) AND LISTING OF EQUITY SHARES

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

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

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

7. CHANGE IN NAME OF THE COMPANY

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

8. CHANGE IN REGISTERED OFFICE

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

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

There have been no material changes and commitments, affecting the financial position of the Company
which occurred between the end of the financial year of the Company to which the financial statements relate
and the date of the report except:

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

10. DEPOSITS FROM PUBLIC

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

However, during the financial year:

i. The Company has borrowed money(ies) from Directors of the Company in pursuant to Rule 2(c)(viii)
of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, and said amount
is not being given out of funds acquired by him/them by borrowing or accepting loans or deposits
from others.

ii. The Company has repaid the loan borrowed from banking company in pursuant to Rule 2(c)(iii) of
the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time.

iii. There is outstanding security deposit collected from customers for the performance of the contract
for the supply of goods or the provision of services, in accordance with Rule 2(c)(xii)(c) of the
Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form
part of the Notes to the financial statements provided in this Integrated Annual Report.

12. CHANGE IN THE NATURE OF BUSINESS

During the financial year ended March 31, 2025, the Company''s core business operations remained
consistent. During the same period, the Company successfully expanded its product portfolio by launching
of a new offering Ayurvedic Gummies, Oral Dissolving Powder, Pet Food for Dogs, Nutrition T oppers for Pets,
Popped Chips, Pet Food for Cats & Nutritional Oral Gel in FY 2024-25.

13. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the
report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

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

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

a). Conservation of energy-

b). Technology absorption-

Foreign exchange earnings and Outgo-

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

(Rs. In Lakhs, unless otherwise stated)

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

> Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Abdul Ganee Abdul Rasul
Chandniwala, Non-Executive Director is liable to retire by rotation and is eligible to offer himself for re
appointment. The Board recommends his re-appointment.

> Changes in Board of Directors & Key Managerial Personnel:

The following changes occurred during the year in the composition of the Board of Directors and Key
Managerial Personnel:

> Declaration by Independent Directors:

Your Company has received declarations from all the Independent Directors, confirming that they meet
the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act,
2013, along with the rules framed thereunder, and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of the
Company.

The Independent Directors are familiarized with their roles, rights, and responsibilities, as well as with
the nature of the industry and business model, through an induction program at the time of their
appointment as Director. Additionally, they are kept informed through presentations on the economy
and industry overview, key regulatory developments, strategy, and performance, which are made to the
Directors from time to time.

> Details of Board Meetings:

During the Financial year 2024-25, Twenty-three (23) board meetings were held. The interval between
any two meetings was well within the maximum allowed gap of 120 days.

The Composition of Board of directors and the details of meetings attended by the board of directors
during the year are given below.

16. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the

Company hereby confirm that:

a) In preparation of the annual accounts, the applicable Accounting Standards have been followed,
along with proper explanation relating to material departures, if any;

b) Such Accounting Policies have been selected and applied consistently, and judgements and estimates
have been made that are reasonable and prudent to give a true and fair view of the Company''s state
of affairs as on March 31, 2025, and of the Company''s profit or loss for the year ended on that date;

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

d) The annual Financial Statements have been prepared on a Going Concern Basis.

e) Internal financial controls have been laid down to be followed by the Company and that such internal
financial controls were adequate and operating effectively.

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

17. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and
as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise
was carried out through a structured evaluation process covering the various aspects of the Board''s
functioning such as composition of board & committees, experience & competencies, performance of specific
duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director
being evaluated and the evaluation of chairperson and the non-independent Directors were carried out by
the independent Director.

18. COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the Board. To
provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz.,
Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and
Stakeholder Relationship Committee to investigate various aspects for which they have been constituted.
The Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of non-executive Independent Director and Executive Director as its
Member. The Chairman of the committee is Independent Director.

During the Financial year 2024-25, Four (4) meeting of audit committee held on September 16, 2024,
November 7, 2024, January 20, 2025 and March 27, 2025.

The Composition of Audit Committee and the details of meetings attended by members during the year are
given below.

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD
ALONG WITH REASONS

All the recommendations made by the Audit Committee are accepted and implemented by the Board of
Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and non-executive
Director as its member. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, One (1) meeting of the Nomination and Remuneration Committee were
held on September 16, 2024.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by
members during the year are given below.

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises of Managing Director, Whole-time Director and one
Independent Director as its member. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was held on
March 31, 2025.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the
members during the year are given below:

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility committee comprises of Managing Director, Whole Time Director and
one Independent Director as its member. The Chairman of the Committee is Executive Director.

During the Financial year 2024-25, Two (2) meeting of Corporate Social Responsibility Committee were held
on October 15, 2024 and February 24, 2025.

The Composition of Corporate Social Responsibility Committee and the details of meetings attended by the
members during the year are given below:

19. PARTICULARS REGARDING EMPLOYEES'' REMUNERATION

During the year under review, the details of employees drawing remuneration which is in excess of the limit
as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-
II(a).

The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-II (b).

20. ANNUAL RETURN

The Annual return referred to in Sub Section (3) of Section 92 of the Companies Act, 2013, for the financial
year ended March 31, 2025 will be placed on the website of the company at

https://influxhealthtech.com/investor-relations/

21. STATUTORY AUDITORS'' AND AUDITORS'' REPORT

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

Further the observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further comment.

There are no qualifications or adverse remarks in the Auditor''s Report.

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

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their
course of audit for the financial year 2024-2025.

23. INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013, an internal auditor is required to be appointed by every
listed company and such other class of companies as prescribed by the Ministry of Corporate Affairs. During
the financial year 2024-25, the Company did not meet the applicability thresholds specified under Section
138. Consequently, no internal auditor has been appointed for financial year 2024-25.

24. COST AUDITOR

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of
the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company
had not appointed Cost Auditor for obtaining Cost Audit Report of the company for the financial year 2024¬

25.

25. DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF
THE COMPANIES ACT, 2013

The Company falls within the ambit of Section 148(1) of the Companies Act, 2013, as it is required to
maintain cost records, and it has duly prepared and maintained such cost records in compliance with the
applicable statutory provisions.

26. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, every listed company and certain classes of public
companies meeting prescribed thresholds are required to annex a secretarial audit report to their Board''s
report. For the financial year 2024-25, the Company did not meet the applicability criteria relating to listing
status, paid-up share capital, turnover or borrowings as specified under Section 204. Consequently, no
secretarial auditor has been appointed for financial year 2024-25.

Furthermore, pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Regulation 24A concerning Secretarial Auditor and Secretarial Compliance Report is not
applicable to companies listed on the SME Exchange. Consequently, the Company is not required to take
approval of shareholders at the said Annual General Meeting.

However, The Audit Committee and the Board would consider the appointment of Secretarial auditor for FY
2025-26 in due course and the same would be intimated accordingly.

27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company''s internal control systems are adequate and commensurate with the nature and size of the
Company, and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

28. EMPLOYEES'' STOCK OPTION PLAN

The Company has not provided stock options to any employee during the period.

29. RISK MANAGEMENT POLICY

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

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

30. CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions
shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding INR 10 Crore and Net worth not
exceeding INR 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of
Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for
the financial year 2024-25.

31. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis
and were in the ordinary course of business. There are no materially significant related party transactions
made by the company with related parties which may have potential conflict with the interest of the company
at large. Your directors draw your attention to notes to the financial statements for detailed related parties''
transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members
/ Shareholders has been obtained for such transactions. However, as part of good corporate governance, all
related party transactions covered under Section 188 of the Act are approved by the Audit committee and
Board of directors.

The form AOC- 2 is attached as Annexure - III with this report.

32. CORPORATE SOCIAL RESPONSIBILITY

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

The company, through its Corporate Social Responsibility (CSR) initiative, remains committed to
developmental projects that focus on eradicating hunger, Promoting Education and healthcare for
underprivileged sections of society and other stakeholders. By addressing the basic needs of local
communities, the company continues to foster value creation within the society and the regions it serves.
Through its services, conduct, and initiatives, it actively promotes sustained growth for the community and
fulfills its role as a socially responsible corporate entity.

33. POLICIES OF THE COMPANY

> Nomination and Remuneration Policy

The Nomination and Remuneration Committee (''NRC'') formulates and recommends to the Board the
appropriate qualifications, positive attributes, characteristics, skills and experience required for the Board
as a whole and its individual members with the objective of having a Board with diverse backgrounds and
experience in business, government, education and public service. The Policy for Nomination and
remuneration of Directors and determining Directors'' independence is available on our website at
https://influxhealthtech.com/wp-content/uploads/2024/08/Nomination-and-Remuneration-Policy-1.pdf

The committee inter alia ensures that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate directors and key managerial personnel of the quality required to run the company
successfully.

b. relationship of remuneration to performance is clear and meets appropriate performance
benchmarks and relationship of remuneration to performance is clear and meets appropriate
performance benchmarks and

c. remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate
to the working of the company and its goals.

> Policy on Materiality of Related Party Transaction

Your Company has adopted the policy on Materiality of Related Party T ransaction to set out the dealing with
the transaction between the Company and its related parties. The Policy on Materiality of Related Party
Transaction has been available on the website of the Company at https://influxhealthtech.com/wp-
content/uploads/2024/08/Policy-on-Materiality-of-Related-Party-Transactions.pdf

> Policy of Code of Conduct for Director and Senior Management

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and
ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior
Management has been available on the website of the Company at https://influxhealthtech.com/wp-
content/uploads/2024/08/Code-of-Conduct-of-Board-Senior-Management.pdf

> Prohibition of Insider Trading

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to
regulate, monitor and report trading by employees and other connected persons and code of practices and
procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the
website of the Company at https://influxhealthtech.com/wp-content/uploads/2024/08/Prohibition-of-
Insider-T rading-Policy.pdf

> Policy On the Preservation of Documents and Archive Policy

Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of
Documents & Archive policy. The same has been available at the website of company at

https://influxhealthtech.com/wp-content/uploads/2024/08/Policy-for-Preservation-of-Documents.pdf

> Dividend Distribution Policy

Pursuant to Provisions of Regulations, the Company has adopted the Dividend Distribution Policy, which
covers various parameters based on which the Board may recommend or declare Dividend. The same has
been available at the website of company at https://influxhealthtech.com/wp-

content/uploads/2024/08/Dividend-Distribution-Policy.pdf

> Vigil Mechanism/Whistle Blower Mechanism

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if
any. The Vigil Mechanism has been available on the website of the Company at

https://influxhealthtech.com/wp-content/uploads/2024/08/Whistle-Blower-Policy.pdf

> Policy On Determination and Disclosure of Materiality of Events and Information

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and
Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been
available on the website of the Company at https://influxhealthtech.com/wp-

content/uploads/2024/08/Policy-for-Disclosure-Determination-of-Materiality-of-Events-or-
Information.pdf

> Policy On Identification of Group Companies & Material Creditors and material litigations

Your Company has adopted a Policy on Identification of Group Companies & Material Creditors and material
litigations. Policy On Identification of Group Companies & Material Creditors and material litigations has
been available on the website of the Company at https://influxhealthtech.com/wp-

content/uploads/2024/08/Policy-on-Identification-of-Group-Companies-Material-Creditors-and-Material-

Litigations.pdf

> Policy of making Payments to Non-Executive Directors

Your Company has adopted a Policy of making Payments to Non-Executive Directors. Policy of making
Payments to Non-Executive Directors has been available on the website of the Company at
https://influxhealthtech.com/wp-content/uploads/2024/08/Policy-of-Making-Payments-to-Non-
Executive-Directors.pdf

> Code of Conduct of Board & Senior Management

Your Company has adopted code of conduct of Board & Senior Management. The Code of Conduct of Board
& Senior Management has been available on the website of the company at
https://influxhealthtech.com/wp-content/uploads/2024/08/Code-of-Conduct-of-Board-Senior-
Management.pdf

34. SECRETARIAL STANDARD

Your directors'' states that they have devised proper systems to ensure compliance with the Secretarial
Standards and that such system are adequate and operating effectively.

35. OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state
government and 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 Company''s operations in future.

36. GENERAL SHAREHOLDER INFORMATION

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

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013.
Under the said Act every company is required to set up an Internal Complaints Committee to look into
complaints relating to sexual harassment at workplace of any women employee.

The Company is committed to provide a safe and conducive work environment to its employees during the
year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation of said policy. During the year Company has not
received any complaint of harassment. Policy on Prevention of Sexual Harassment has been available on the
website of the Company at https://influxhealthtech.com/wp-content/uploads/2024/08/Prevention-of-
Sexual-Harrassment-Policy.pdf

Details of Complaints of Sexual Harassment Received During Year:

The Company has not received any complaints of workplace complaints, including complaints on sexual
harassment during the year under review.

38. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Board of Directors recognizes the importance of maternity benefits in fostering a supportive and
inclusive workplace. In accordance with the provisions of the Maternity Benefit Act, 1961, and the company''s
commitment to employee welfare, we continue to ensure that all eligible female employees receive maternity
benefits as prescribed under the law.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (''Rules''), the dividends,
unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account
of the Company are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having
specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to
which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the
dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF
established by the Central Government.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured
debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares,
redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim
their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon
submitting a duly completed form, Shareholders are required to take a print of the same and send physical
copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer,
at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of
Corporate Affairs www.iepf.gov.in.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed
dividend/interest/principal amount, if any, standing to the credit of their account.

During the year, no amount of unclaimed dividend has been transferred to IEPF.

40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There were no applications which are made by or against the company under The Insolvency and Bankruptcy
Code, 2016 during the year.

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

The Company has used accounting software for maintaining its books of account for the financial year ended
March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the softwares.

42. SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER

During the year, there were no significant and material orders passed by the Regulators / Courts which
would impact the going concern status of the Company and its future operations.

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF

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

44. ACKNOWLEDGEMENT

Your directors thank the various Central and State Government Departments, Organizations and Agencies
for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all
stakeholders of the Company viz. members, vendors, banks and other business partners for the excellent
support received from them during the year. The Directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitment and continued contribution to the Company.

Registered Office: By Order of the Board of Directors of

109, Ghanshyam Enclave Influx Healthtech Limited

Premises Co-op Soc Plot No.

856, Laljipada, Kandivali
West, Mumbai - 400067
Maharashtra, India.

Sd/- Sd/-

Date: August 14, 2025 Mrs. Shirin Munir Ahmed Chandniwala Mr. Munir Abdul Ganee Chandniwala

Place: Mumbai Whole-time Director Chairman and Managing Director

DIN:08459623 DIN:08459582