To,

The Members,

Dear Members,

Your directors have pleasure in presenting you the 45th Annual Report together with the Audited Financial Statement of Accounts of the Company for the Financial Year ended 31st March, 2026. The performance of the Company for the year ended on 31st March, 2026 is summarized below:

• During the Financial Year 2025-26, the Company did not generate any revenue from operations.

• The Company reported a net loss of INR 2.10 Lakhs for the Financial Year 2025-26 as against a net loss of INR 4.30 Lakh in the previous Financial Year 2024-25.

• During the year under review, no operational revenue was generated.

Subsequent to the close of the Financial Year, the Company altered its Object Clause by inserting additional objects to enable diversification into the businesses of Ayurveda, herbal products, healthcare, wellness and allied activities. The Board believes that this strategic diversification will provide new business opportunities and support the Company's long-term growth objectives.

There was no change in the nature of business of the Company during the Financial Year 2025-26.

However, subsequent to the close of the Financial Year, the Members of the Company vide special resolution passed in Extra-Ordinary General Meeting dated 22nd May, 2026, approved the alteration of the Object Clause of the Memorandum of Association by inserting three new objects to facilitate the proposed expansion of the Company's business into the fields of Ayurveda, herbal products, healthcare, wellness and other allied activities.

The Authorized Share Capital of the Company stood at INR 3,50,00,000/- (Indian Rupees Three Crore and Fifty Lakh Only) divided into 35,00,000 (Thirty-Five Lakh) Equity Shares of INR 10/- each.

During the year under review, there was no change in the Company’s issued, subscribed and paid-up equity share capital. As on 31st March, 2026, the paid- up capital stood at INR 3,24,00,000/- (Indian Rupees Three Crore and Twenty- Four Lakhs Only) divided into 32,40,000 (Thirty-Two Lakhs Forty Thousand) Equity Shares of INR 10/- (Indian Rupees Ten only) each.

The Company has not bought back any of its securities during the period under review.

No bonus shares were issued during the period under review.

No Equity shares under ESOP were issued during the period under review.

No Equity shares with differential rights as to dividend, voting or otherwise were issued during the period under review.

Considering the loss incurred by the Company during the Financial Year under review and with a view to conserving the Company's resources, the Board of Directors has not recommended any dividend on the equity shares of the Company for the Financial Year ended 31st March, 2026.

Since there is no amount was lying in unclaimed dividend account during last 7 years, hence no amount is required to transfer to Investor Education and Protection Fund as per section 125 of Companies Act 2013.

The Equity Shares of the Company are listed on Bombay Stock Exchange ("BSE") and Calcutta Stock Exchange ("CSE").

During the Financial Year under review, trading in the equity shares of the Company remained suspended on the Stock Exchange(s) with effect from 12th June, 2023 on account of non-compliance with the applicable listing requirements for two consecutive quarters, namely the quarters ended 30th September, 2022 and 31st December, 2022.

Subsequently, the Company received an order dated 22nd August, 2024 from BSE for compulsory delisting of its equity shares under the applicable provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 and the applicable Rules, Bye-laws and Regulations of BSE.

Aggrieved by the aforesaid order, the Company preferred an appeal before the Securities Appellate Tribunal (SAT). Pursuant to the Order dated 17th March 2026 passed by the Hon'ble Securities Appellate Tribunal, the compulsory delisting order was set aside and appropriate directions were issued in favour of the Company.

Consequent to the aforesaid Order of the Hon'ble Securities Appellate Tribunal, the Company submitted an application to BSE Limited for revocation of the suspension of trading in its equity shares vide its application dated 6th April, 2026 and has been taking all necessary steps to regularize its listing status.

The management remains committed to achieving full regulatory compliance and restoring normal trading in the equity shares of the Company at the earliest, subject to the approvals and directions of the concerned regulatory authorities.

During the Financial Year under review, Company has transferred the loss of INR 2.10 Lakhs into the General Reserves of the Company for the Financial year 20252026.

The Board of the Company was duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors in accordance with the provisions of the Companies Act, 2013 and Listing Regulations.

As on March 31, 2026, the Board of Directors of the Company comprised of Six Directors with an optimum balance of Executive and Non-Executive Directors, including Four Women Directors. Of these, Four Directors were non-executive Directors, two of whom were Independent Directors.

As of 31st March 2026, your company has the following Directors and Key Managerial Personnel on its Board:

In accordance with the requirements of the Act and the Company’s Articles of Association, Ms. Deepika Awasthi (DIN: 08624842) retires by rotation and is eligible for re- appointment. The resolution seeking Members’ approval for his reappointment forms part of the Notice.

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board and in accordance with the provisions of the Act and Listing Regulations, following appointments were made:

1. Ms. Deepika Awasti (DIN: 08624842) was appointed as an Additional Director (Executive) of the Company vide a board Resolution dated 02nd February, 2026. The said appointment of Ms. Deepika Awasti (DIN: 08624842) as Executive Director was regularised by the Members at the EGM held on 22nd May, 2026.

2. Ms. Kanchan Yadav (DIN: 11554010) was appointed as an Additional Independent Director (Non-executive) of the Company vide a board Resolution dated 17th March, 2026. The said appointment of Ms. Kanchan Yadav (DIN: 11554010) as Non-Executive Independent Director was approved by the Members at the EGM held on 22nd May, 2026 for a term of 5 years commencing from 17th March, 2026 to 16th March, 2031.

3. Ms. Anubha Kumari Sinha (DIN: 11515774) was appointed as an Additional Director (Non-executive) of the Company vide a board Resolution dated 17th February, 2026. The said appointment of Ms. Anubha Kumari Sinha (DIN: 11515774) as Non-Executive Director was regularised by the Members at the EGM held on 22nd May, 2026.

4. Mr. Mandeep Singh Thukral (DIN:09160320) was re-appointed as Managing Director of the Company for a term of five years commencing from 29th April, 2026 to 28th September, 2031 at the previous Annual General Meeting (AGM) held on December 01, 2025.

5. Ms. Anjali (Membership No. A77597) was appointed as a Compliance officer & Company Secretary w.e.f. 20th January, 2026.

6. Ms. Jyoti Jhamb (Membership No. 78137) was appointed as a Compliance officer & Company Secretary w.e.f. 11th June, 2026.

7. Mr. Shekhar Chandrakant More is appointed as Chief financial Officer of the company with effect from 7th October, 2026.

1. Mr. Parminder Singh (DIN: 09160424) has resigned from its position w.e.f. 2nd February, 2026.

2. Mr. Dileep Kumar (DIN: 09532209) has resigned from its position w.e.f. 17th February, 2026.

3. Mr. Mandeep Singh Thukral (DIN:09160320) has resigned from the position of Chief Financial Officer (CfO) w.e.f. 10th April, 2026.

4. Ms. Anjali has resigned from its position w.e.f. 30th April, 2026

During the financial year under review Sixteen meetings of the Board were held.

The Board duly met during the year as per timelines prescribed under the Companies Act, 2013 and Secretarial Standards issued by the ICSI and meetings were duly convened with proper quorum.

The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and Secretarial Standard issued by the ICSI.

Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. The Board has taken on record the said declarations submitted by the Independent Directors after undertaking due assessment of the veracity of the same and Independent Directors of the Company possess necessary expertise, integrity and experience. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Independent Directors of the Company held their Separate meeting dated 26th March, 2026 under Regulation 25(3) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 at the registered office of the Company at 1109, 11th Floor, Lotus Link Square, D.N. Nagar, New Link Road, Andheri (West), Mumbai - 400053

Familiarization Program for Independent Directors Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations read with Schedule IV of the Act, the Company has in place a Familiarization Program for its Independent Directors to acquaint them with the Company, their roles and responsibilities, the business model, operational aspects and governance framework of the Company. Through this program, the Independent Directors are provided with relevant information and insights to enable them to gain a comprehensive understanding of the Company’s business and to contribute effectively to the Board and its Committees.

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby states that:

1. In the preparation of the Annual Accounts for the year ended 31st March, 2026 the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

4. That they had prepared the Annual Accounts on a Going Concern Basis.

5. That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Currently, the Board has three committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Remuneration Committee.

The Audit Committee of the Board is responsible for oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, adequate and credible; and for reviewing the annual financial statements before submission to the Board. The Committee periodically reviews the adequacy of internal control systems.

The Committee reviews the financial and risk management policies of the Company. As on 31st March, 2026 the Audit Committee consist with the following members:

During the Financial Year under review, Five (5) Audit Committee meetings were properly convened and held and the maximum interval between any two meetings did not exceed 120 days:

Mr. Dileep Kumar has resigned from the post of Director on 17th February, 2026

Mr. Mandeep Singh Thukral has resigned from the membership of the Audit committee w.e.f. 26th March 2026.

Ms. Anubha Kumari Sinha was appointed as an Additional Director (Non-executive) of the Company vide a board Resolution dated 17th February, 2026.

Ms. Kanchan Yadav was appointed as an Additional Independent director of the Company vide a board Resolution dated 17th March, 2026

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination and Remuneration Committee and have laid down the following criteria:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management and Other Employees of the Company.

3. Evaluation of the performance of members of the Board of Directors and Key Managerial Personnel.

During the year under review, the meetings of the Nomination and Remuneration Committee were duly held and convened:

Mr. Dileep Kumar has resigned from the post of Director on 17th February, 2026

Ms. Sumeet Kaur (DIN No. 10590604) has resigned from the post of Director on w.e.f 31st March, 2026.

Ms. Kanchan Yadav was appointed as an Additional Independent director of the Company vide a Board Resolution dated 17th March, 2026.

The Company has not paid any Remuneration to any Director of the Company during the year under review.

The company has duly constituted stakeholder relationship committee u/s 178(5) of Companies Act, 2013 consisting of chairman who shall be non-executive and the members decided by the board.

During the year under review, the meetings of the Committee were duly held and convened dated 26th March, 2026.

The Stakeholder Relationship Committee consist with the following members:

Mr. Dileep Kumar has resigned from the post of Director on 1 7th February, 2026

Ms. Sumeet Kaur (DIN No. 10590604) has resigned from the post of Director on w.e.f. 31st March, 2026.

Ms. Kanchan Yadav was appointed as an Additional Independent director of the Company vide a board Resolution dated 17th March, 2026.

Ms. Anubha Kumari Sinha was appointed as an Additional Director (Non-executive) of the Company vide a board Resolution dated 17th February, 2026.

• Number of complaints received: Nil

• Number of pending Complaints: Nil

• Number of complaints disposed off during the financial year: Nil

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for Directors and employees to report genuine concerns has been established and approved by Board. The policy is uploaded in the website of the Company.

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements, which also form part of this report.

There is no related party transaction during the year under review. Therefore, the requirement to disclose particular of Contracts or Arrangements made with related parties pursuant to Section 188 is not applicable on the Company.

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at (Annexure I).

During the year, The Board had developed and implemented an appropriate Risk Management Policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

The requirement for constitution of Corporate Social Responsibility (CSR) committee and spending of CSR expenditure as per Section 135 of the Companies Act, 2013 is not applicable on the Company.

As per provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors.

The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

None of the Independent or Non-Executive Directors has any pecuniary relationship or transaction with the Company which, in the judgment of the Board, may affect their independence.

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence the provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable. Hence there is no need to annex AOC-1 with the Board report.

During the financial year under review, disclosure w.r.t. details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof, is not applicable.

M/s. GAV & Associates (Firm Registration Number: 036002N), Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years from the conclusion 44th Annual General Meeting till the conclusion of 49th Annual General Meeting to be held in the year 2030, at

such remuneration as may be decided by the Board of Directors from time to time.

The Auditors has given qualified opinion on the financial results for the Financial Year ending 31st March, 2026. The Management’s response along with Auditor’s comments are mentioned below:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Vaibhav Sharma & Associates, Practicing Company Secretaries, (FRN: S2012DE180700), to carry out Secretarial Audit for the Financial Year 2025-26.

Secretarial Audit report, i.e., Form No. MR-3 is attached to this Report as “Annexure - II”.

The Company has appointed Internal Auditors of the Company for the Financial Year 2025-2026 in accordance with the provisions of section 138 of the Companies Act, 2013 with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions related thereto.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any fraud to the Audit Committee committed by its officers or employees as specified under Section 143(12) of the Act and Rules framed thereunder.

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

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, Key Managerial Personnel and Senior Executives of the Company. Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.

The Company has disclosed information about the establishment of the code on its website. All Board members and senior management personnel affirm compliance with the Code of Conduct annually and The Company has complied with the provisions relating to affirmation of Compliance as per Schedule V of SEBI (Listing Obligations and Disclosure Requirements.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee has drawn remuneration in excess of the limit’s set out in the said rules. (Annexure-III)

As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed herewith at (Annexure-IV).

During the financial year under review, no material changes and commitments were held during the financial year.

According to Section 134(5)(e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has a well-placed, proper and adequate Internal Financial Control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. To further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive level.

The Company has neither accepted nor renewed any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the F.Y. 2025-26.

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 work place of any women employee. Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. POSH policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employees who identify themselves with LGBTQI+ community. No Complaints on sexual harassment were received during the year 2025-2026.

During the Financial Year under review, the Company has changed its registered office of the company from B-702, 7th Floor, Neelkanth Business Park, Kirol Village, Near Bus Depot, NA, Vidyavihar West, Mumbai City, Maharashtra, India, 400086 to Unit No. 1109, 11th Floor, Lotus Link Square, D.N. Nagar, New Link Road, Andheri (West), Mumbai - 400053 w.e.f. 17th March, 2026.

Your Company maintains a website https://www.kdleisuresltd.com/ where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return as on 31st March 2026 will be available on the website of the Company i.e., at https://www.kdleisuresltd.com/.

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to as the paid-up share capital and net worth is below the limits mentioned in regulation 15 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hence the same has not been annexed to the Board’s Report.

There were no significant or material orders passed by any regulators, courts or tribunals during the year under review that could adversely impact the going concern status of the Company or its future operations, except as stated below:

The Company had received an order for compulsory delisting dated 22 August 2024 under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, and the applicable rules, bye-laws and regulations of BSE Limited.

Aggrieved by the said order of BSE Limited, the Company preferred an appeal before the Hon’ble Securities Appellate Tribunal (SAT). Pursuant to the order dated 17 March 2026 passed by the Hon’ble Securities Appellate Tribunal, the compulsory delisting order was set aside, and appropriate directions were issued in favour of the Company.

After the closure of the financial year, the Company obtained approval from the Central Registration Centre (CRC), Manesar, for change in the name of the Company. Pursuant to the approval dated 12 June 2026, a fresh Certificate of Incorporation was issued reflecting the change in name from KD Leisures Limited to Vedic Ayurveda Limited.

The change in name reflects the Company’s strategic direction and its focus on its present and proposed business activities.

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

The disclosure requirements pertaining to any deviation or variation in connection with the terms of a public issue, rights issue, or preferential issue, as specified under applicable regulations, are not applicable to the Company. This is because the Company has not issued any shares or other securities during the financial year under review.

There are no shares in the demat suspense account or unclaimed suspense account during the year.

During the year under review, the requirement of credit rating of securities of company was not applicable and hence no credit rating has been undertaken.

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

Securities Exchange Board of India (SEBI) has mandated the inclusion of BRSR as part of the Annual Report for the top 100 listed entities. In view of the requirements specified, the company is not mandated for the providing the BRSR and hence do not form part of this Report.

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

As required under Regulation 17(8) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 as amended from time to time, the Managing Director and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31st March, 2026. The Certificate is annexed in Annexure-V.

The Board of Directors wish to place on record their deep appreciation and thanks the Company’s shareholders, employees, customers, vendors, investors and members for their consistent support and encouragement of the Company. The enthusiasm and beneficent efforts of the employees have enabled the company to remain at the leading-edge of the industry. Your Directors would also like to acknowledge and thanks the Government of India and concerned government departments / agencies for their co-operation.