BUSINESS REVIEW

The Financial year 2014-15 concluded with a Net Loss of Rs. 135,906/- for the company as compared to Net Profit of Rs. 25,871/- earned by the company in the previous financial year 2013-14.

SUMMARY OF THE FINANCIAL RESULTS

The working results of the Company for the year are as follows:

                                               (Amount in Rs.)

Particulars                                2014-15     2013-14

Sales and other Income                     814,160     452,215

Operating Profit (PBIDT)                  (194,402)     15,614

Interest                                       NIL         NIL

Depreciation                               105,000      95,363

Profit before Tax                         (194,402)     15,164

Current                                        NIL       2,980

Deferred                                   (58,495)    (13,237)

Profit/(Loss) after Tax                   (135,906)     25,871

In view of loss incurred, the Board regrets its inability to recommend payment of dividend to the shareholders.

RESERVES

The Company does not propose to transfer any sum to the General Reserve in view of Loss.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2015 was Rs. 32,450,000/-. During the year the Company has made preferential allotment of 30,00,000 (Thirty Lacs) Equity Shares at Rs. 12.50/- (Rupees Twelve and Fifty Paisa) per equity share (including premium of Rs. 2.50/- per share).

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.

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

No material changes and commitments 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 this report.

DEPOSIT

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

BUSINESS RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act. It establishes various levels of accountability and overview within the Company.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

Particulars required by the Section 134(3)(m) of the Companies Act, 2013 ("the Act") read with rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors' Report for the year ended March 31, 2015 are as follows:

A. Conservation of energy-

(i) the steps taken or impact on conservation of energy: NIL

(ii) the steps taken by the company for utilizing alternate sources of energy: NIL

(iii) the capital investment on energy conservation equipments: NIL

B. Technology absorption-

(I) the efforts made towards technology absorption: NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL

(iv) the expenditure incurred on Research and Development: NIL

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

Company did not enter in any contract or arrangement with related party therefore, disclosure with reference to Section 188 of Companies Act, 2013 is not applicable on the Company.

SUBSIDIARY COMPANIES JOINT VENTURES & ASSOCIATE COMPANIES

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

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure A and is attached to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, with respect to Director's Responsibility Statement, it is hereby confirmed that:

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

(b) Appropriate accounting policies have been selected and applied consistently and have 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 as at March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

(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) Annual Accounts of the Company had been prepared on a going concern basis.

(e) Internal Financial Controls had been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes occurred in the position of Directors/KMP's of the Company:

- Ms. Neena Mittal, (DIN 01645878) was appointed as Director by the Board we.f. 10.08.2014. Shareholders confirmed her appointment in the AGM held on 20.09.2014.

- Mr. Sunil Mittal (DIN 00124175) and Mr. Ashish Mittal (DIN 02158722) were appointed as Directors by the Board we.f. 25.07.2014. We thank shareholders for confirming their appointment as Director and Managing Director, respectively in the AGM held on 20.09.2014.

- Mr. Sunil Mittal (DIN 00124175) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

- Mr. Atul Kumar Chaturvedi (DIN 01759365) and Mr. Ajay Mathur (DIN 01609016) was appointed as Additional Director we.f. 13.02.2015 and holds the said office till the date of the Annual General Meeting. Notice has been received from members proposing candidature for their reappointment. The Board recommends their appointment in the ensuing AGM.

- Also during the year Ms. Ruchi Aggarwal was appointed as Company Secretary (KMP) of the Company we.f. 02.02.2015.

- Further, Mr. Sanjeev Kumar (DIN 00947101) and Mr. Sanjay Kumar Sharma (DIN 02955139) have resigned from the post of Director we.f. 02.08.2014. Also, Mr. Devi Parsad (DIN 01963667) and Mr. Mahendra Pratap Singh (DIN 05318653) have resigned from the post of Director we.f. 30.03.2015. The Board places on record its deep appreciation for the services rendered by them during their association with the Company.

STATUTORY AUDITORS

M/s Sudhir Agarwal and Associates, (Firm Registration No. 509930C), Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing AGM and are eligible for re-appointment. Members of the Company at the AGM held on 20th September, 2014 had approved the appointment of M/s Sudhir Agarwal and Associates, Chartered Accountants, as the Statutory Auditors for a period of five financial years i.e., up to 31st March, 2019. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

No qualification, reservations or adverse remarks are made by the Auditors in their report.

INTERNAL AUDIT & CONTROLS

The Company continues to engage Ms. Disha Aggarwal, Chartered Accountant, having Membership no. 523124 as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Aayush Food and Herbs Limited at the time when there is unpublished price sensitive information.

PARTICULARS OF THE EMPLOYEES

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules.

The information required pursuant to Section 197 of Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and other entitled thereto, excluding the information on employee's particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Metropolitan Stock Exchange of India Limited where the Company's Shares are listed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board           For and on behalf of the Board

Sunil Mittal                                              Ashish Mittal

Director                                              Managing Director

DIN 00124175                                               DIN 02158722

Place: Delhi