Directors Report of Nutricircle Ltd.

Mar 31, 2025

We have the pleasure in presenting to you the (32^nd] Board Report of the company together with
the Audited Financial Statements for the period ended as on 31^st March 2025;

1. HIGHLIGHTS OF FINANCIAL RESULTS:

The summarized financial results for the year ended as on 31^st March 2025 are as under:

(Amount in Lakhs)

Particulars	As on 31st March 2025	As on 31st March 2024
Revenue from Operations	270.48	283.65
Other Income	0.56	1.88
Total Income	271.04	285.53
Total Expenditure	258.94	410.32
Profit/(Loss) before tax	12.09	(124.80)
Total Tax Expenses	-	0.43
Net Profit/(Loss)	12.09	(125.23)
Earnings Per Share (in Rs)
Basic	0.36	(46.07)
Diluted	0.36	(46.07)

2. STATE OF THE COMPANY''S AFFAIRS:

During the year under review, your company has made total turnover of Rs. 270.48 Lakhs as compared
to previous year of Rs. 283.65 Lakhs decreased by 4.65% and Other Income of Rs. 0.56 Lakhs as
compared to previous year of Rs. 1.88 Lakhs decreased by 70.21%. Further, the Profit Before Tax of Rs.
12.09 Lakhs as compared to previous year of Rs. (124.80) Lakhs has been increased slightly.

The Financial Statements for the year ended March 31, 2025 have been prepared in accordance with
Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of Companies Act, 2013, (the ''Act'') and other relevant provisions of
the Act. There are no material departures from the prescribed norms stipulated by the accounting
standards in preparation of the annual accounts.

Management evaluates all recently issued or revised accounting standards on an on-going concern
basis. The Company discloses Financial Results on a quarterly basis, which are subject to Limited
Review and publishes Audited Financial Results on an annual basis.

3. TRANSFER TO RESERVES:-

During the year under review, no amount has been transferred to the general reserve of the
Company.

4. DIVIDEND:-

For the Financial Year 2024-25, based on the Company’s performance, the Board of Directors does
not recommended any dividend.

5. CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There was no change in the nature of business of the Company during the year. The company is
mainly into the business of Plant Protein and Plants nutrition based products.

6. INCREASE IN ISSUED. SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL :

During the financial year under review, there was no change in Authorized Share Capital. Further there
was increasing in Paid up capital by 97,28,220 Equity Shares by way of Preferential Issue.

At the beginning of the year:

Authorize Share Capital of 1,40,00,000 (in words One Crore Forty Lakhs) Equity Shares of Rs. 10/- each
amounting to 14,00,00,000/- (Fourteen Crores) and Paid Up Capital 2,71,780 (in words Two Lakhs
Seventy One Thousand Seven Hundred and Eighty Rupees only) Equity Shares of Rs. 10/- each
amounting to Rs. 27,17,800/- (Twenty Seven Lakhs Seventeen Thousand Eight Hundred only)

At the End of the Year:

Authorize Share Capital of 1,40,00,000 (in words One Crore Forty Lakhs) Equity Shares of Rs. 10/- each
amounting to 14,00,00,000/- (Fourteen Crores) and Paid Up Capital 1,00,00,000 (One Crore) Equity
Shares of Rs. 10/- each amounting to Rs. 10,00,00,000 (Ten Crore only)

*During the year under review the Company has issued and allot 97,28,220 equity shares to promoter
and Directors (including PAC’s) and public and 11,00,000 convertible warrants into equity shares of
face value of Rs. 10/- each at an issue price of Rs. 10 /- each and received In-principal approval on 2^nd
December, 2024. The company has allotted 97,28,220 Equity shares on 5^th December, 2024 and
received Listing approval on 13^th January, 2025. The trading approval for these shares was granted on
dated 25^th February, 2025 and these shares were under lock -in till 31^st July, 2025.

7. LISTING OF EQUITY SHARES :

The Company’s equity shares are listed the BSE Stock Exchange;

"BSE Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400001, Maharashtra, India."

8. SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES :

The Company does not have any Subsidiary, Associates or Joint Venture Companies. Hence, clause is not
applicable.

9. CHANGE IN NAME OF THE COMPANY:

During the Financial Year under review, the Company has not changed its name.

10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL fKMPI:

Composition:

The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained success
and effective governance. In alignment with the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the
composition of the Board reflects an optimal mix of Executive and Non-Executive Directors.

The Board comprises individuals with a wide spectrum of expertise, including industry knowledge,
financial acumen, legal insight, and operational experience. The Directors also bring in diverse regional,
cultural, and geographical perspectives, which contribute meaningfully to informed decision-making
and help maintain the Company’s strategic edge in a competitive environment.

As of March 31, 2025, the Board consisted of Five (5) Directors, following are as follow;

Sr. No	Name and DIN	Designation
01.	Mr. Hitesh Mohanlal Patel (DIN: 02080625]	Executive Managing Director
02.	Mr. Chandra Sheker Jadhav (DIN: 01495009]	Whole Time Director
03.	Mrs. Sushama Anuj Yadav (DIN: 07910845]	Independent Director
04	Mr. Nitin Arvin Oza (DIN: 03198502]	Independent Director
05.	Mrs. Sanghamitra Sarangi (DIN: 08536750]	Independent Director

Change in Directorship during the year;

1. Mr. Chandra Sheker Jadhav (DIN: 01495009] appointed as an Additional Director (Executive
Wholetime Director] on board as on 13^th June 2024. Further, he was appointed/regularized as director
as well as Whole Time Director in the 31^st Annual general Meeting held on 10^th September 2024 for the
period of three years ended on 12th June, 2027.

2. Mrs. Sanghamitra Sarangi (DIN: 08536750] appointed as an Additional Independent Director on
board on 14^th August, 2024. Further, she was appointed/regularized as Independent Director in the 31^st
Annual general Meeting held on 10^th September 2024 for the period of Five years ended on 13^th August,
2029.

3. Mr. Nitin Arvin Oza (DIN: 03198502] appointed as an Additional Director (Non-Executive
Independent Director] of the Company as on 13^th February 2025. Further, He was
appointed/regularized as Independent Director in Extra-Ordinary General Meeting held on 29^th April
2025 for the period of five years i.e. till 12^th February, 2030.

Directors retiring by rotation

Pursuant to section 152 of the Companies Act 2013 and Regulation 36 SEBI (LODR] Regulations 2015
read with Secretarial Standard-2 on General Meetings the relevant rules made thereunder, Mr. Chandra
Sheker Jadhav (DIN: 01495009], Whole Time Director is liable to retire by rotation at the ensuing
Annual General Meeting ("AGM"] and being eligible, and has sought re-appointment.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has
recommended their re-appointment and the matter is being placed for seeking approval of members at
the ensuing Annual General Meeting of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in
Section 164(2] of the Companies Act, 2013 and Rule 14(1] of the Companies (Appointment and
Qualification of Directors] Rules, 2014.

Key Managerial Personnel

There has no change in Key Managerial Personnel. Mrs. Daljeet Kaur, Company secretary and Mr. Sunil
Kumar Agarwal, Chief Financial Officer.

11. INDEPENDENT DIRECTORS:-

Statement on Declaration given by Independent Directors:

The Company has Three Independent Directors, namely Mrs. Sushama Anuj Yadav, Mr. Nitin Arvin Oza,
Mrs. Sanghamitra Sarangi. Each of them has submitted the requisite declarations under Section 149(7)
of the Act, affirming that they meet the criteria of independence as outlined in Section 149(6) of the Act
and Regulation 16(1) (b) of the SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have
further confirmed that they are not aware of any circumstances or situations that could impair their
independence or affect their ability to exercise objective judgment free from external influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after
conducting a thorough assessment of their accuracy. The Independent Directors have also affirmed
compliance with the provisions of Schedule IV of the Act (Code for Independent Directors) and the
Company’s Code of Conduct. There has been no change in the status or circumstances that would affect
their designation as Independent Directors during the reporting period.

Additionally, the Company has received confirmation from all Independent Directors regarding their
registration in the Independent Directors'' databank, maintained by the Indian Institute of Corporate
Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014.

The terms and conditions of appointment of the Independent Directors are placed on the website of the
Company i.e. https://nutricircle.in/

Familiarization Programme for Independent Directors:-

Your Company has adopted a formal Familiarization Programme for Independent Directors to support
their effective participation on the Board. As part of the familiarization process, the Company provides
detailed insights into its business operations, industry dynamics, organizational structure, and group-
level businesses. Independent Directors are also informed about the regulatory and compliance
obligations under the Companies Act, 2013 and the SEBI Listing Regulations.

12. DIRECTORS’ RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (5) of Companies Act, 2013, with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts, the applicable accounting standard had been followed
along with proper explanation relating to material departures

(ii) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the Profit or Loss of the
Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provision of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the Annual accounts on a going concern basis.

(v) The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating.

13. NUMBER OF MEETINGS OF THE HOARD :

During the year under review, the Board has demonstrated a high level of involvement in guiding the
Company, supported by detailed discussions and timely decisions. During the financial year, Seven (7]
meetings of the Board of Directors were held, the details of which are given in the Corporate
Governance Report of the Company, which forms a part of the Annual Report. The intervening gap
between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

14. INDEPENDENT DIRECTOR’S MEETING:

During the year under review, the Independent Directors of the Company met 1 (one] time on February
13,2025.

15. ANNUAL BOARD EVALUATION:

The Company has established a comprehensive framework for evaluating the performance of the Board
of Directors, its Committees, and Individual Directors, in line with the requirements of Sections 134 and
178 of the Act, Regulation 17(10] of the SEBI Listing Regulations, and the Company’s Nomination and
Remuneration Policy.

As part of this evaluation process, structured and confidential questionnaires were circulated to all
Directors to obtain feedback on various aspects of the Board’s functioning, the effectiveness of its
Committees, and the performance of each Director. The observations and responses received were
compiled, analyzed, and subsequently presented to the Chairman of the Board for review and
discussion.

The Evaluation of Directors covered several aspects, including their attendance and participation in
meetings, understanding of the Company’s operations and business environment, application of
knowledge and expertise, quality of contributions to discussions, maintenance of confidentiality,
integrity, and independent judgment. Directors were also evaluated on their alignment with the
Company''s core values, commitment to fiduciary responsibilities, and adherence to the Code of Conduct.

The Board’s performance was assessed based on criteria such as the effectiveness of its oversight on
compliance and governance matters, clarity in the roles of the Chairman and Executive/Non-Executive
Directors, the diversity and mix of skills and expertise, strategic involvement, and overall guidance in
areas such as risk management, financial reporting, ethics, and succession planning. Particular emphasis
was placed on the Board’s ability to provide strategic foresight and review the implementation of key
initiatives and policies.

The evaluation of Committees considered their structure, independence, frequency of meetings,
adherence to defined procedures, effectiveness in fulfilling their responsibilities, and the extent of their
contribution to Board decisions. The Committees were also assessed on their ability to engage
meaningfully with internal and external auditors, and their role in supporting oversight functions.

Based on the outcome, the Board concluded that the overall performance of the Board, its Committees,
and individual Directors, including Independent Directors, was found to be satisfactory.

16- COMMITTEES OF THE BOARD:

As on 31^st March 2025, the Board has constituted the following committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholder’s Relationship Committee.

• Risk Management Committee.

During the year, all recommendations made by the committees were approved by the Board.

Details of all the Committees such as terms of reference, composition and meetings held during the
year under review are disclosed in the Corporate Governance Report, which forms part of this
Annual Report.

17. PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual
Director(s) based on the below parameters was satisfactory:

(0 All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company and
industry policy.

(jii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee
deliberation and business and operations of the Company and subsidiaries based on their
experience and knowledge and Independent views.

(v) The compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the
Internal Audit team who places report with the Board and Audit committee.

18. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company as
the limits are not breached; a report on CSR activities is not required to be annexed with this
report.

19. MATERIAL DEVELOPMENTS IN HUMAN RESQURCES/INDUSTRIAL RELATIONS FRONT:

The HR function is strategically integrated with the Company’s long-term vision and is geared
towards enhancing employee experience, performance, and future readiness. This year, our
company "Nutricircle Limited" remained committed to nurturing an inclusive and collaborative
workplace culture that encourages transparency, creativity, and mutual respect. The Company
actively promotes a learning oriented environment by investing in skill-building, leadership
development, and cross-functional exposure, ensuring employees continue to grow and thrive
within the organization.

In addition to professional growth, the Company places great value on employee well-being and
work-life balance, striving to create a healthy, engaging, and performance-driven culture. Through
various initiatives and feedback mechanisms, the Company ensures continuous dialogue with its
workforce, reinforcing its commitment to building long-term, fulfilling relationships with
employees.

To enhance team spirit and cultivate a welcoming environment, the Company also organized
various interactive sessions and team-building activities, which encouraged open communication,
collaboration, and relationship-building across departments. These initiatives played a significant
role in reinforcing team spirit and enhancing organizational cohesion.

20. NOMINATION AND REMUNERATION POLICY:

The Company has established a comprehensive Policy on Director Appointment and Remuneration,
which also encompasses Key Managerial Personnel and other employees. This policy serves as a
framework for the Nomination and Remuneration Committee to identify and recommend
individuals who possess the necessary qualifications, skills, and experience to serve as Directors. It
also lays down clear criteria for assessing the independence of Directors in accordance with
regulatory requirements and the Company’s governance standards.

Furthermore, the policy ensures that the Company’s remuneration strategy is aligned with its
overarching business objectives. Remuneration packages are designed to reward individual

contributions as well as overall organizational performance, while remaining competitive and in
line with industry benchmarks. This approach not only motivates Directors and employees to
deliver sustainable value but also supports the retention of high-caliber talent.

In addition to fixed and variable pay components, the policy emphasizes transparency, fairness,
and alignment with shareholder interests. The Committee regularly reviews the policy to adapt to
changing regulatory landscapes and evolving best practices in corporate governance. This enables
the Company to maintain a balanced and performance-driven reward system that fosters long term
growth and accountability.

The remuneration policy approved by the board of Directors is available on the website of the
Company i.e. https://nutricircle.in/

21. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 which are placed on the website of the Company i.e.
https: //nutricircle.in/

(i) Code of Conduct for Directors and Senior Management

(ii) Nomination and Remuneration Policy

(iii) Policy on Disclosure of Material Events

(iv) Policy on preservation of Documents
(y) Policy on archival of data

(vi) Whistle Blower Policy

(vii) Policy on Related Party Transactions

(viii) POSH Policy

(ix) Dividend Distribution Policy

(x) Policy on Material Subsidiary

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

There was no material changes and commitments have occurred between the end of the
Company’s financial year of the Company to which the financial statements relate and the date of
the report which may affect the financial position of the Company or its status as a "Going
Concern".

23. INTERNAL FINANCIAL CONTROL & INTERNAL AUDIT:

The Company has in place a robust internal control system, commensurate with the size, scale, and
complexity of its operations. These controls are supported by well-documented policies and
standard operating procedures that govern key business processes. The internal control
framework is designed to ensure the orderly and efficient conduct of business, including adherence
to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and timely preparation of reliable financial information.

In compliance with Section 138 of the Act and the applicable provisions of the SEBI Listing
Regulations, the Company has established a structured Internal Audit function. The scope,
authority, and functioning of the internal audit are defined and reviewed periodically by the Audit
Committee. Internal audits are conducted at regular intervals to assess the effectiveness of
operational and financial controls and to provide assurance on the design and operating
effectiveness of internal systems.

The internal audits during the year focused on key functional areas such as inventory management,
stock, Human Resources, IT systems, and operational efficiency. The audit findings were presented

to the Audit Committee on a quarterly basis, along with management’s responses and action plans.
Follow-up mechanisms are in place to ensure the timely implementation of corrective measures.

The internal and operational audit responsibilities are assigned to Mr. Manas Dash, Chartered
Accountant who function independently and report directly to the Audit Committee to ensure
objectivity and transparency in the audit process. The primary focus of their audit activities is to
conduct a comprehensive assessment of business risks, evaluate the effectiveness of internal
controls, and review core business processes for efficiency, compliance, and alignment with
industry best practices.

24. INVESTOR EDUCATION AND PROTECTION FUND flEPFU

There is no amount due to be transferred to the IEPF account. Hence, Clause is not applicable.

25. RELATED PARTY TRANSACTIONS:

During the year under review. The Company has entered into any transactions with related parties
therefore, Form AOC-2 has been annexed as "Annexure I" required to furnish pursuant to 188(1)
of the Companies Act 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014.

Your Company has in place a Policy on Related Party Transactions for purpose of identification and
monitoring of Related Party Transactions and is published on the Company’s website i.e.
https: //nutricircle.in/

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and the Company’s Policy on Materiality and Dealing
with Related Party Transactions, all relevant information pertaining to proposed RPTs including
transaction details, nature of the relationship, commercial rationale, and pricing justification is
submitted for prior review and approval of the Audit Committee.

Additionally, the Company periodically updates its Related Party Transaction policy to incorporate
changes in law and evolving governance best practices.

26. PARTICULARS OF LOANS. GUARANTEES. SECURITIES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as covered
under the provisions of section 186 of the Companies Act, 2013 during the financial year 2024-25.

27. DEPOSITS U/S 73 TO 76A OF COMPANIES ACT 2013:

During the financial year, The Company has not accepted any deposits within the meaning of
Section 73 to 76A of the Companies Act, 2013 of the Act, read with the Rules made thereunder.
Hence, Clause is not applicable.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

During the year under review, the Company has received the email dated 13^th December, 2024 from
BSE for payment of SOP Fine for Late submission with requirement of Regulation 33 of SEBI (LODR)
Regulation, 2015 for the Quarter ended September 2024 and the company has paid the fine of Rs.
53,100/- on 13^th December, 2024.

During the year under review, the Company has received the email dated 1^st October, 2024 from BSE
for payment of SOP Fine for Late submission with requirement of Regulation 31 of SEBI (LODR)
Regulation, 2015 for the Quarter ended March 2016 and the company has paid the fine of Rs. 2360/- on
1^st October, 2024.

There are no significant material orders passed by the Regulators / Courts which would impact the
going concern status of the Company and its future operations.

29. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS UNDER INSOLVENCY AND
BANKRUPTCY CODE. 2016:-

During the year under review, there is no application made or proceedings in the name of the
company under the Insolvency and Bankruptcy Code, 2016.

30. ENVIRONMENT. HEALTH AND SAFETY :

Your Company remains fully committed to upholding the highest standards of legal compliance and
operational excellence in all aspects of Health, Safety, and Environmental (HSE) management.
During the year under review, the Company continued to focus on energy and water conservation,
enhanced utilization of renewable energy sources, and efforts to minimize waste generation across
operations. These initiatives are in alignment with the Company''s broader goals of sustainable
development and environmental stewardship.

The Company recognizes that safety is not a one-time initiative but an ongoing journey of
continuous improvement. Accordingly, it has outlined future plans aimed at further enhancing the
overall workforce well-being, promoting a proactive approach to health and safety, and embedding
a strong safety-first culture throughout all operational sites.

Additionally, your Company reaffirms its commitment to providing a safe, healthy, and secure
working environment across all manufacturing units and office, thereby ensuring a responsible and
people-centric approach to organizational growth.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to fostering a work environment that upholds the highest standards of
safety, ethics, and legal compliance across all levels of its operations. To this end, a structured Vigil
Mechanism / Whistle blower Policy have been implemented in line with the provisions of the
Companies Act, 2013 and the SEBI (LODR) Regulations 2015.

These mechanisms are designed to enable employees and other stakeholders to confidentially
report concerns regarding actual or suspected misconduct, including unethical behavior, violations
of legal or regulatory requirements, and breaches of the Company''s Code of Conduct. The system
ensures that disclosures are handled in a fair, transparent, and secure manner, without fear of
retaliation. Comprehensive information on the Company''s Vigil Mechanism and Whistle blower
Policy is provided in the Corporate Governance Report, which forms an integral part of this
Integrated Annual Report. The Policy is also available on the Company''s official website i.e.
https: //nutricircle.in/

There were no Complaints received for the financial year ended 31^st March, 2025.

31. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. The Company has
in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed also
discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
Major risks, if any, identified by the business and functions are systematically addressed through
mitigating action on a continuous basis.

32. AUDITORS & THEIR QUALIFICATION OR REMARKS OR OBSERVATION:

STATUTORY AUDITORS:

As per section 139(2] of the Companies Act, 2013 and the Rules made thereunder, it is mandatory
to rotate the statutory auditors on completion of two terms of five consecutive years and each such
term would require approval of the Members. In line with the requirements of the Companies Act,
2013, Statutory Auditors M/s NSVR & Asscoiates., LLP Chartered Accountants (ICAI Firm
Registration: 008801S/S200060] were appointed as Statutory Auditors of the Company for a
period of five consecutive years at the till the Conclusion of 35th Annual General Meeting of the
Company to be held in the year 2028.

*The Auditor''s Report on the Financial Statements for the year ended 31^st March 2025 has given
the qualification; that an unsecured loan of Rs. 50.00 lakhs is outstanding from Mr. K. Veersham to
Nutricircle Limited.

Board''s Reply:

During the Year 2017-18 Nutricircle limited has paid Rs 50 Lakhs for Crop Organizer farmer K
Veersham for cultivating certain verities of Crop Quinoa , Jowar and chick pea due to adverse
climate conditions the crops completely damaged with out yield and Mr K Veersham promised to
cultivate further breeds for company in future in compensation to loss but almost company has
negotiating for years and he is not responding and due to sensitivity of the matter of farmers
company is unable to take rigors steps to perform the commitment.

The company has tried to communicate him for confirmation of the receipt but K Veersham is
failed to respond and also company is not in position to recover the advance in any other means .
The company has provided the Auditor the same information but due to lack for confirmation the
auditor qualified the opinion. Company also confirms the same that recovery is certainly not
possible.

SECRETARIAL AUDITOR & REPORT:

Pursuant to the requirements of Section 204 [1] of the Companies Act, 2013 and Rule 9 of
Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, Mrs. Mayuri
Jain from M/s. Jain Mayuri & Associates, Practicing Company Secretaries (Membership No. A41413
and COP. 15664] was appointed to conduct secretarial audit for term of 3 financial years 2025-26
to 2027-28.

The Secretarial Audit Report, provided by the Secretarial Auditor, is annexed as "Annexure-IV"
and forms an integral part of this Report. The observations made in the Report are self-explanatory
and do not warrant any further comments or explanations from the Board. Furthermore, the
Secretarial Auditor has not reported any instances of fraud under Section 143(12] of the
Companies Act, 2013. Accordingly, there are no disclosures required under Section 134(3](ca] of
the Act.

33. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has
reported to the Audit Committee under Section 143(12] of the Companies Act, 2013, any instances
of fraud committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Board’s Report.

34. ACCOUNTING STANDARDS:

The Company has followed Indian Accounting Standards (IND AS] issued by the Ministry of
Corporate Affairs in the preparation of its financial statements.

35. ANNUAL RETURN:

In accordance with the provisions of Section 92(3] of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration] Rules, 2014, the Annual Return of the Company has
been made available on the Company’s official website i.e. https://nutricircle.in/

36. CORPORATE GOVERNANCE:

The Company remains steadfast in its commitment to upholding the highest standards of
Corporate Governance, emphasizing transparency, accountability, and ethical business practices in
all aspects of its operations. In accordance with Regulation 34 read with Schedule V of the SEBI
Listing Regulations, a separate report on Corporate Governance has been included as part of this
Integrated Annual Report as Annexure-II.

As on March 31, 2025 the paid up capital of the company is Rs 10,00,00,000 and Net worth is
Rs.5,79,80,599. Since the company falls in the threshold limits prescribed under Regulation 15(2],
the provision relating to Corporate Governance are applicable to company.

"“Pursuant to the Regulation 15(2] of the SEBI (LODR], 2015 the provision relating to Corporate
Governance as specified in Regulation 17 to 27 and other applicable clauses are applicable to the
company from the Quarter ended December 30, 2024.

Additionally, a certificate issued by Mrs. Mayuri Jain from M/s. Jain Mayuri & Associates, Practicing
Company Secretaries (Membership No. A41413 and COP. 15664], Secretarial Auditor of the
Company, confirming compliance with the Corporate Governance requirements as prescribed
under the Listing Regulations is annexed as Annexure- II.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report for the year under review, as stipulated under
the Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual
Report and is annexed as Annexure-III.

The states of the affairs of the business along with the financial and operational developments have
been discussed in detail in the Management Discussion and Analysis Report.

38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION.
PROHIBITION AND REDRESSAI.1 ACT. 2013:

The Company is firmly committed to fostering a safe, respectful, and inclusive workplace and
maintains a zero-tolerance policy towards any form of discrimination or harassment. In alignment
with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal] Act, 2013, the Company has implemented a comprehensive Anti-Harassment and
Grievance Redressal Policy.

To ensure proper handling of such matters, an Internal Complaints Committee (ICC] is constituted
at the Group level to address and resolve complaints related to sexual harassment in a timely and
fair manner. The policy clearly outlines the procedures, roles, and responsibilities involved in
addressing such concerns and aims to offer guidance and support to employees across all offices of
the Company. The policy covers all women employees, including those who are permanent,
temporary, or contractual. It is introduced to all employees during their induction.

During the financial year under review, the Company has not received any complaints pertaining to
sexual harassment.

The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal] Act, 2013 during F.Y 2024-25 are as follows:

1. Number of complaints at the beginning of the financial year -Nil

2. Number of complaints filed and resolved during the financial year-Nil

3. Number of complaints pending at the end of the financial year -Nil

39. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the provisions of Section 134(3](m] of the Companies Act, 2013, read with Rule
8(3] of the Companies (Accounts] Rules, 2014, the relevant information pertaining to conservation
of energy, technology absorption, and foreign exchange earnings and outgo is as follows:

Conservation of energy: -

The steps taken or impact on conservation of energy: N.A.

The steps taken by the Company for utilizing alternate sources of energy: N.A.

The capital investment on energy conservation equipment: N.A.

Technology absorption:-

The efforts made towards technology absorption: N.A.

The benefits derived like product improvement, cost reduction product development or import
substitution: N.A.

In case of imported technology (imported during the last three years reckoned from the beginning

of the financial year] -

The details of technology imported: N.A.

The year of import: N.A.

Whether the technology been fully absorbed. N.A.

If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.
The expenditure incurred on Research and Development. N.A.

Foreign Exchange Earnings and Outgo: N.A.

40. SECRETARIAL STANDARDS COMPLIANCES:

Your Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors (SS-1] and General Meetings (SS-2].

41. 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:

The Company has not required to do Valuation Report and not required to do any settlement with
the bank

42. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act,
1961, and has extended all statutory benefits to eligible women employees during the year.

43. LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE Limited and the Company confirms that it has paid the
annual Listing Fees for the year 2024-25.

44. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board
Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders
Trading] Regulations, 2015. This Code helps the Company to maintain the Standard of Business
Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and
by employees. The Compliance Officer is responsible to ensure adherence to the Code by all

concerned. The Code lays down the standard of Conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters
relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with
the Code. Declaration of Code of Conduct is annexed as Annexure- VI.

45. DISCLOSURE REOUIREMENTS:-

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of
the view that such systems are adequate and operating effectively.

46. MAINTAINANCF OF COST RECORDS:-

The Company is not required to maintain cost records as specified by the Central Government
under sub-section (1] of section 148 of the Companies Act, 2013.

47. CAUTIONARY STATEMENT:-

Certain statements made in this Report, including those under Management Discussion and
Analysis, Corporate Governance, the Notice to Shareholders, and other sections of the Annual
Report, may constitute "forward-looking statements" as per applicable laws and regulations. These
statements reflect the Company’s current intentions, expectations, projections, or forecasts
regarding future performance.

However, actual outcomes may vary materially from those expressed or implied, owing to changes
in market conditions, economic developments, or unforeseen circumstances. The Company does
not assume any obligation or responsibility for the accuracy or completeness of such forward-
looking statements, which may be subject to revision based on future events, developments, or the
availability of new information.

47. ACKNOWLEDGEMENTS:

The Directors acknowledge and sincerely appreciate the dedication, perseverance, and hard work
demonstrated by all employees across the Company. They also extend their heartfelt thanks to the
shareholders, government bodies, regulatory authorities, banks, stock exchanges, depositories,
auditors, customers, vendors, business associates, suppliers, distributors, and the communities
surrounding the Company''s operations. The Directors are grateful for their continued support,
trust, and confidence in the Company’s Management.

For and on behalf of Nutricirde Limited

Sd/- Sd/-

Hitesh Mohanlal Patel Chandra Sheker Jadhav

Managing Director Whole Time Director

DIN: 02080625 DIN: 01495009

Date: 06^th August 2025
Place: Hyderabad

---

Mar 31, 2024

Your Board of Directors takes pleasure in presenting this Thirty first (31st) Annual Reportfor the highlights of the finances,
business, and operations of your Company along with the Audited Financial Statements and Report of Auditors thereon for the
Financial Yearended 31st March, 2024.

COMPANY’S FINANCIAL HIGHLIGHTS:

The highlights of the Company’s financial results for the Financial Year 2023-24 are as under:

(Amount in Lakhs)

Particulars	Year ended 2023-24	Year ended 2022-23
Total Revenue from Operations	283.65	195.19
Other Income	1.88	4.84
Total Income	285.53	200.03
Total Expenditure	410.32	234.51
Profit/loss before tax	(124.80)	(34.48)
Total Tax Expenses	0.43	(0.01)
Net Profit/Loss	(125.23)	(34.47)
Earnings Per Share ( in Rs) Basic	(46.07)	(12.68)
Diluted	(46.07)	(12.68)

OPERATIONS PERFORMANCE:

Your Company’s Total Income during the year under review was Rs. 285.53Lakhs as compared to Rs. 200.03Lakhsin the previous
year. Loss before Tax for the year 2023-24 was Rs. (124.80)Lakhs as against Rs. (34.48)Lakhs in the previous year. Loss for the
year 2023-24 stood at Rs. (125.23)Lakhsas against Rs.(34.47) Lakhs in the previous year.

The Financial Statements for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards
(Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act,
2013, (the ‘ Act’) and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated
by the accounting standards in preparation of the annual accounts.

Management evaluates all recently issued or revised accounting standards on an on-going concern basis. The Company
discloses Financial Results on a quarterly basis, which are subject to Limited Review and publishes Audited Financial Results
on an annual basis.

TRANSFERTO RESERVES:

During the year under review, the Company has not transferred any amount to the ‘General Reserve’and entire amount of profit
for the year forms part of the ‘Retained Earnings

DIVIDEND:

For the Financial Year 2023-24, based on the Company’s performance, the Board of Directors have not recommended any
dividend.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year. The company is mainly into the business ofPlant
Protein and Plants nutrition basedproducts.

CORPORATE ACTIONS:

OPEN OFFER:

Mr. Hitesh Patelpresent director & promoter of the company had given an open offer. The Open offer was completed on 10th
October, 2023 .On Completion of Open Offer the holding of Mr. Hitesh Patel consist of 1,46,649 Equity Shares (53.96%).

ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL:

During the year under review, The Authorized Capital of the Company is Rs. 14,00,00,000/-, 1,40,00,000 Equity Shares of Rs. 10/-
each and the Issued, Subscribed & Paid Up Capital of the Company is Rs. 27,17,800/- ,2,71,780 Equity Shares of Rs. 10/- each.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF
PEOPLE EMPLOYED:

Human resources have always been of supreme importance at Nutricircle Limited as they are the growth-drivers and the mainstay
of the organization. The prominence of the people of the organization stems from the belief that they are the authors of the
Company’s success story. Integral to the Company’s approach, Human resource development is its distinctive strategy. The
strategy ensures developing and nurturing a team of competent, passionate and inspiring leaders who would turn to be the
scribes of a promising future’s slate. Thus, building a future ready organization through true to type learning, innovation and
world-class execution. The Company believes that the alignment of all employees to a shared vision and purpose is crucial for
succeeding in the marketplace. Further it recognizes the mutuality of interest with key stakeholders and is committed to building
harmonious employee relations.

Nutricircle Limited is confident that its employees will relentlessly strive to Annual Report 2023-24meet the growth agenda, deliver
world-classperformance and innovate newer things. Thus they will uphold human dignity, foster team spirit and discharge their
role as ‘trustees’ of all stakeholders with true faith and allegiance.

The Company cares for its people, customers, suppliers, and community who are reflected in the Company’s policy, programs and
development efforts.

NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy, which lays down a framework in relation to remuneration of Executive & Non¬
Executive Directors, Key Managerial Personnel, Senior Management and other employees of the Company.

The policy outlines the criteria for determining qualifications, positive attributes, relevant experience and Independence of
Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are
considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The Policy also lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non¬
executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees.
The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed
through the web link atwww.nutricircle.in

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY,
OCCURRED BETWEEN THE END OF THE FINANCIALYEAR 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 have occurred
between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

INTERNALFINANCIAL CONTROL SYSTEMS, THEIRADEQUACYAND RISKMANAGEMENT:

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long¬
term improvements in corporate value, and accordingly, Nutricircle Limited works to strengthen such structures. We believe that
a strong internal control framework is an important pillar of Corporate Governance.

Your Company has put in place adequate internal financial controls commensurate with the size and complexity of its operations.
The internal controls ensure the reliability of data and financial information to maintain accountability of assets.

The Company has an effective internal control and riskmitigation system, which is constantly assessed and strengthened with
new/revised standard operating procedures. These controls ensure safeguarding of assets, reduction and detection of fraud and
error, adequacy and completeness of the accounting records and timely preparation of reliable financial information. Critical
functions are rigorously reviewed and the reports are shared with the Management for timely corrective actions, if any. Business
risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-risk areas.

The main focus of internal audit is to review business risks, test and review controls, assess business processes besides
benchmarking controls with best practices in the industry. Significant audit observations and follow-up actions thereon are
reported to the Audit Committee. For ensuring independence of audits, internal auditors report directly to the Audit Committee.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm’s length basis and thus a disclosure in Form
AOC-2 in terms of Section 134 of the Act is requiredand is annexed as Annexure-IV. Further, there are no material related party
transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All related party transactions are mentioned in the notes to the accounts. All Related Party Transactions are placed before the
Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature.
Transactions entered into pursuant to omnibus approval are verified by the Audit Committee and a statement giving details of all
Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the
Company and can be seen at the linkwww.nutricircle.in None of the Directors has any pecuniary relationship or transactions vis¬
a-vis the Company except remuneration, ESOP and sitting fees.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to
Financial Statements forming part of the Annual Report

DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance
of Deposits) Rules, 2014.

PERFORMANCE OF SUBSIDIARY COMPANIES:

The Company has no subsidiaries, therefore not required to provide detail of performance of subsidiary Company. Hence, AOC
-1 is not required to be attached to the said report.

CORPORATE GOVERNANCE :

The Company need not required to comply with regulation 27 of SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015 connected with corporate Governance as the criteria as per regulation 15(2) of SEBI LODR, 2015 it was not
applicable to the company during the said financial year.

Your Company has complied with the mandatory Corporate Governance requirements stipulated under the Listing Regulations.
A separate Report on Corporate Governance is annexed as Annexure-I here to forming part of this report together with the
requisite certificate from Ramesh Chandra Mishra & Associates, Practicing Company Secretaryas stipulated under the Listing
Regulations.

The company constituted their internal committee(s) for better governance of the Board.Company is adopting Corporate
Governance requirements voluntarily.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) COMPOSITION:

The Company’s Board of Directors consists of distinguished individuals with proven competence and integrity. Besidesstrong
financial acumen, strategic astuteness, experience and leadership qualities, they have a significant degree of dedication to the
Company and invest adequate time to Meetings and preparation. In terms of requirement of Listing Regulations, 2015, the Board
has defined fundamentals, skills, expertise and competencies of the Directors in the context of the Company’s business for
effective functioning and how the current Board of Directors is fulfilling the required skills and competences. As of March 31,
2024, the Board Comprises of four (4) Directors, out of which One (1) is Executive Director and three (3) are Non-Executive
Independent Directors (including one Independent Woman Director).

As on the date of this Report, following are the Key Managerial Personnel of your Company in accordance with the provisions
of Section 2(51) read with Section 203 of the Act •

SRNO.	NAME OFDIRECTOR	CATEGORY	DESIGNATION
1	Mr. Hitesh Mohanlal Patel	Executive- Managing Director	Managing Director
2	Mr. GauravPankaj Shah	Non Executive, Independent Director	Independent Director
3	Mr. Yezdi Jal Batliwala	Non Executive, Independent Director	Independent Director
4	Mrs. Mohita Gupta*	Non Executive, Independent Director	Independent Director
5	Mrs. SushamaAnuj Yadav**	Non Executive, Independent Director	Independent Woman Director
6	Mrs. Daljeet Kaur	Company Secretary	Company Secretary and Compliance
7	Mr. Sunil KumarAgarwal	Chief Financial Officer (CFO)	Chief Financial Officer

* Mrs. Mohita Gupta resigned w.e.f. 23^rd August,2023.

** Mrs. SushamaAnuj Yadav appointed w.e.f. 29.08.2023

appointment/re-appointment:

The Board of Directors at its meeting held on29TH August, 2023 AppointedMrs. Sushama Anuj Yadav (DIN:07910845) as Director
(Non Executive, Independent Director)subject to approval of shareholders at the ensuing Annual General Meeting of the Company
for the period ofFive (5) years commencing from29TH August, 2023to28TH August, 2028. Resolution seeking shareholders’
approval for her appointment along with other required details are provided as an Annexure to Notice of the Annual General
Meeting.

CESSATION:

Mrs. Mohita Gupta (DIN: 03515039), Independent Director, stepped down as an Independent Director and Member of the Board
effective 23RD August,2023due to Preoccupation in other activities and inability to devote time to the business affairs of the
Company. She confirmed that there were no other material reasons for her resignation. The Board of Directors place on record their
deep appreciation for the contributions and guidance provided by Mrs. Mohita Guptaduring his tenure.

DIRECTORS RETIRING BY ROTATION:

In accordance with the provisions of Section 152 of the Act and the Company’s Articles of Association, Mr. Hitesh Mohanlal Patel
(DIN : 02080625) Managing Director retires by rotation at the forthcoming Annual General Meeting (“AGM”) and being eligible,
has sought re-appointment. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors
has recommended their re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual
General Meeting of the Company.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of
Mr Hitesh Mohanlal Patel (DIN : 02080625)are provided as an Annexure-A to the Notice of the Annual General Meeting. None of
the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies
Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

DECLARATIONS BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down
under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent
Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they have complied
with the Company’s Code of Business Conduct & Ethics.

The Ministry of Corporate Affairs (“MCA”) vide Notification Number G.S.R. 804(E) dated October 22, 2019 and effective from
December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank
maintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors of the Company are registered with IICA.
In the opinion of the Board possess the requisite integrity, experience, expertise, proficiency and qualifications.

The Term of Mr. Yezdi Jal Batliwala (DIN 03018605) and Mr Gaurav Pankaj Shah (DIN 03018605) as the Non Executive- Independent
Director of the company will come to an end on 29th September 2024. They have continued for two terms of 5years each.
FAMILIARIZATION PROGRAMMES:

The Company has a Familiarization programme for its Independent Director which is imparted at the time of appointment of an
Independent Director on Board as well as annually. During the year, the Independent Directors of the Company were familiarized
and the details of familiarization programmes imparted to them are placed on the website of the Company and the web link thereto
iswww.nutricircle.in

NUMBER OF MEETINGS OF THE BOARD :

The Board meets at regular intervals to discuss and decide on business policies and strategies. The Board exhibits strong
operational oversight with regular business presentations at Meetings. The Board Meetings are prescheduled to help them plan
their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, of the
Board’s approval taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent
Board meeting. The agenda for the Board Meetings includes detailed notes on the items to be discussed to enable the Directors
to take informed decisions.

During the Financial Year 2023-24, Five Meetings of the Board of Director were conducted. The details of Board Meetings and the
attendance of the Directors at such meetings are also provided in the Corporate Governance Report, which forms part of this
Annual Report. The intervening gap between the meetings was within the prescribed period under the Companies Act, 2013 and
the Listing Regulations.

Sr. No	Date	Board Strength	No. of. Directors Present
1	12th May, 2023	4	4
2	10th August, 2023	4	4
3	29th August, 2023	4	4
4	9th November, 2023	4	4
5	9th February, 2024	4	4

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below
parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations
of the Company and subsidiaries based on their experience and knowledge and Independent views.

POLICY ON DIRECTORS APPOINTMENTAND REMUNERATION:

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013,
adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms
laid out in the nomination and remuneration policy of the Company.Details is annexed as Annexure- V.

COMPOSITION OF BOARD COMMITTEES:

Currently, the Board has Three Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders
Relationship Committee

A detailed note on the Board and its Committees is provided under the Corporate Governance Report in Annexure-Ithat forms part
of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the
following statement in terms of Section 134(3) (c) of the Act :

(i) That in the preparation of the accounts for the financial year ended 31st March, 2024, the applicable accounting standards
have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that were 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 the year under review;

(iii) That the Directors have 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;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2024 on a ‘going concern’ basis.

(v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are
operating effectively. Such controls means controls and policies and procedures adopted and adhered by the company for
orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and
maintenance of accounting records and timely preparation of financial statements and review its efficiency.

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual
evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including
Independent Directors, Managing Director, Chief Financial Officer and Executive Directors.

Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as
adequacy of the composition of the Board and its Committees, Board Culture, Execution and Performance of Specific Duties,
Obligations and Governance and the evaluation was carried out based on responses received from the Directors. The performance
evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation
of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework,
frequency and adequacy of time allocated at the Committee Meetings to fulfill duties assigned to it, adequacy and timeliness of
the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees,
effectiveness of the Committee’s recommendation for the decisions of the Board, etc.

The performance evaluation of Independent Directors was based on various criteria, inter-alia, including attendance at Board and
Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with
regard to the Company’s business, understanding of industry and global trends etc

The performance evaluation of the Directors and Committees was completed during the year under review. The Independent
Directors of the Company have held one meeting during the year without the presence of Non-Independent Directors and
members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole.

The Board of Directors expressed their satisfaction with the evaluation process.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and
Company’s operations in future.

ENVIRONMENT, HEALTHAND SAFETY:

The Company ensures strict compliance with all the statutory requirements. The focus continues on water and energy conservation,
increasing the proportion of green energy in the overall energy consumption and reduction in generation of waste. The Company
has robust environment management system in place to ensure all environmental risks and opportunities associated with our
operations are taken care.

The safety culture is a journey and management through frequent communication and training is strengthening the safety culture
across the Organization and keep reinforcing the discipline. We are also committed to provide a safe & healthy work environment
across all the manufacturing plants and offices. The management have put in place strong processes and procedures across all
the plants and have systems to continuously monitor its adherence. The Company’s plants continue to improve well-being of its
personnel by organizing occupational health examination, periodic health check-ups and workplace monitoring.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations is
implemented through the Company’s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the
Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such
mechanism and make provision for direct access to the Chairman of the Audit Committee. The Whistle Blower Policy has been
posted on the website of the Company at www.nutricircle.in

During the financial year under review, no complaints were received under the Whistle Blower Policy / Vigil mechanism
A AUDITORS AND REPORTS:

a) Statutory Auditor & their Audit Report for the year ended March 31, 2024:

As per section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors
on completion of two terms of five consecutive years and each such term would require approval of the Members. In line with the
requirements of the Companies Act, 2013, Statutory Auditors M/s NSVR &Asscoiates., LLP Chartered Accountants(ICAI Firm
Registration:008801 S/S200060)were appointed as Statutory Auditors of the Company for a period of five consecutive years at the
30thAnnual General Meeting (AGM) of the Members held on September 29 2023 till the Conclusion of 35th Annual General
Meeting of the Company to be held in the year 2028.

During the year, the statutory auditors have confirmed that they satisfy the Independence criteria required under the Companies
Act, 2013, the Code of Ethics issued by The Institute of Chartered Accountants of India.

The Auditors’ Report on the Financial Statement for the year ended March 31, 2024, is unmodified i.e., it does not contain any
qualification, reservation, adverse remark or disclaimer and notes thereto are self-explanatory and do not require any explanations.
The Auditors had not reported any fraud under Section 143(12) of the Act and therefore no details are required to be disclosed
under Section 134 (3)(ca) of the Act.

b) Secretarial Auditor & Their Audit Report For The Year Ended March 31, 2024 :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company had appointed Ramesh Chandra Mishra & Associates, Company Secretary in
practice (Membership No.: 5477 Certificate of Practice No. 3987), Secretarial Auditor to undertake the Secretarial Audit of the
Company for the Financial Year ended March 31, 2024.

The Secretarial Audit Report is included as Annexure-IIIand forms an integral part of this Report. The Secretarial Audit Report
does not contain any qualifications, reservations, adverse remarks or disclaimer. During the year under review, the Secretarial
Auditor had not reported any fraud under Section 143(12) of the Act and therefore no details are required to be disclosed under
Section 134 (3)(ca) of the Act.

c) Cost Auditor:

During the financial year under review, provisions of Section 148 of the Act, readwith Companies (Audit &Auditors) Rules,2014
and other applicable provisions, if any, relating to the Cost Audit are not applicable to the Company.

REPORTING OF FRAUD :

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed
in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be
mentioned in this Report.

ANNUALRETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annual Return of the Company is available on the website of the Company at www.nutricircle.in

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 3 4 read with Schedule V to Listing Regulations, Management Discussion and Analysis Report, capturing
your Company’s performance, industry trends and other material changes with respect to your Company’s and its subsidiaries,
wherever applicable, for the year under review is presented in a separate section given as Annexure- Ilforming part of this Annual
Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT 2013:

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 the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection
to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental
thereto, with the objective of providing a safe working environment, where employees feel secure.

All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has
been uploaded on the internal portal of the Company for information of all employees.

During the year under review, there was no complaint of discrimination and harassment including sexual harassment received by
the committee.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of Energy, Technology Absorption are not applicable in the case of the company. However the
company took adequate steps to conserve the Energy and used the latest technology.

FOREIGN EXCHANGE (inflow/outflow):

During the year under review there were no foreign Exchange Earnings. The Foreign Exchange out go is Nil.

SECRETARIAL STANDARDS COMPLIANCES:

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of
Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

GREEN INITIATIVES:

Your Company has adopted a green initiative to minimize the impact on the environment. In commitment to keep in line with the
Green Initiatives and going beyond it, electronic copy of the Notice of 31stAnnual General Meeting of the Company including
the Annual Report for Financial Year 2023-24 are being sent to all Members whose e-mail addresses are registered with the
Company / RTA.

INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at
different locations have been insured against fire and allied risks.

BANKAND FINANCIALINSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

CAUTIONARY STATEMENT:

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s objectives,
projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that
could make difference to the Company’s operations include raw materials availability and its prices, cyclical demand and pricing
in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and
the countries in which the Company conducts business and other ancillary factors.

acknowledgement:

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the
Company at all levels and the constructive cooperation extended by them. Your Directors would like to express their grateful
appreciation for the assistance and support by all Shareholders, Government Authorities, and Auditors, financial institutions,
Customers, employees, suppliers, other business associates and various other stakeholders.

By Order of the Board of Directors
For Nutricircle Limited

Sd/-

Hitesh Mohanlal Patel
Managing Director
DIN:02080625

Date : 14^th August, 2024
Place: Hyderabad

REGISTEREDOFFICE:

Place: 5-8-272, Flat No. 201, Ayesha Residency,

Public Garden Road, Nampally, Hyderabad 500001.

CIN : L18100TG1993PLC015901
Email : [e-mail]
info@.nutricircle. in
Website: www.nutricircle.in

---

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 22nd Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS:

During the year under review, performance of your company as under:

(Rs.in Lakhs)

Particulars Year ended Year ended 31st March 2015 31st March 2014

Sales - 5231

Other Income - -

PBDI&T( )/LBDT(-) (27.02) (10.60)

Interest & Finance charges - -

Depreciation 0.08 0.09

Net Profit/(Loss) before Tax (27.10) (10.69)

Provision for Tax - -

Net Profit/ (Loss) carried to B/S (27.10) (10.69)

2. STATE OF COMPANY'S AFFAIRS & FUTRURE OUTLOOK

During the period under review, the turnover of the Company was Nil. The financials depict loss for the company. Nutricircle Limited (Formerly Shreeyash Industries Limited) has been operating in very difficult markets where every retail brand has suffered hugely due to rising inflation and perched purchasing power in the hands of buyers.

For the future growth of the company, the company is looking at restructuring the business and enter into diversified business activities through mergers and acquisition of business entities which are already existing with a business profile that can catapult the Company to be a diversified conglomerate. Towards this the company has already scouted for alliance with various companies and could successfully get into understanding with some companies which are into Health care, Cosmetics, Agriculture.

3. CHANGE IN NATURE OF BUSINESS:

During the period under review, there has been change in the nature of the business with the addition in the Main Objects Clause ofthe Memorandum of Association ofthe Company from Textiles to Natural and Herbal Supplement related business particularly in the field ofneutraceuticals.

4. DIVIDEND

In view of the losses suffered during the year under review, your Directors do not recommend any Dividend for the year ended 31.03.2015.

5. AMOUNTS TRANSFERRED TO RESERVES:

The amount carried to Reserves during the period under review-Nil

6. SHARE CAPITAL:

The paid up share capital of your Company is Rs. 5,43,56,000/- divided into 54,35,600 equity shares of Rs. 10/- each. During the year under review, the Company has not issued and allotted any equity shares out of the unissued share capital.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.C.S Jadhav & Gaurav P. Shah, retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment.

During the year Mrs. Bhanu Kumari Maganti was appointed as an Additional Director and Woman Director on the Board of Directors of the Company w.e.f 31st March, 2015. The Board recommends her appointment as a regular director.

8. NUMBER OF MEETINGS OF THE BOARD

There were SEVEN meetings of the board held during the year. For details ofthe meetings of the board, please refer to the corporate governance report, which forms part of this report.

9. BOARD EVALUATION

Pursuant to the provisions ofthe Companies Act, 2013 and Clause 49 ofthe Listing Agreement, the Board has carried out an annual evaluation of its own performance, Board committees and individual directors.The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and its functioning.

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

10. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The declarations by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been obtained.

11. MANAGERIAL REMUNERATION

No remuneration was paid to the Managing Director or the Whole-time Directors of the Company. They are only eleigible to be paid sitting fee for attending the meetings ofthe Board of Directors held during the year is enclosed as Annexure I to this report.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company had acquired a Subsidiary named Inner Being Wellness (Pvt.) Ltd holding 51% of the shares in the subsidiary. HoweverThe Company has divested the same 30.03.2015 and sold the same for valauble consideration.

13. STATUTORY AUDITORS

The Auditors, M/s. S.K. BANG & CO, were appointed as Auditors in Annual General Meeting held on 9th July, 2014 as Statutory Auditors ofthe Company to hold office till the conclusion of the AGM to be held in the calendar year 2017 subject to ratification at every Annual general Meeting. The Board recommends the ratification of appointment of the Auditors at a remuneration as may be decided by the Board.

14. AUDITORS' REPORT

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors report are self-explanatory and do not call for any further comments.

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 ofthe Companies Act, 2013 and Rules made there under, Mr. Ajay S. Shrivastava, Practicing Company Secretary, Hyderabad has been appointed Secretarial Auditors ofthe Company. The

report of the Secretarial Auditors is enclosed as Annexure II to this report. The report has drawn attention that the Key Managerial Personnel ie Company Secretary and Chief Financial Officer have not been appointed during the year under review.

The Board clarifies that since there was no business activity and no revenues, the appointment of KMP as per Section 203 was kept in abeyance and shall be done when the business activity takes off.

16. INTERNAL AUDIT & CONTROLS

The Company has appointed Internal Auditors for the Company. 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.

17. RISK MANAGEMENT POLICY

The Management has put in place adequate and effective system and man power for the purpose of risk management The Policy thereto is available on the website of the Company.

18. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies ( Management and Administration) Rules, 2014 an extract of annual return in MGT 9 is attached as a part of this Annual Report as Annexure III.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the company.

21. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public as covered under Section 73 to 76 of the Act 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.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The Company has not given any loan or guarantee or security or made any investment during the financial year in terms of Section 186 ofthe Companies Act, 2013.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parties as defined under Section 2(76) ofthe Companies Act, 2013 and Clause 49(VII) ofthe Listing Agreement during the financial year were in the ordinary course of business and do not attract the provisions of Section 188 ofthe Companies Act, 2013. There were no materially significant transactions with related parties in the financial year which were in conflict with the interest ofthe Company and requiring compliance ofthe provisions of revised Clause 49 ofthe Listing Agreement. Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes forming part of the Financial Statements. The Policy relating to the said transactions can be seen on the website of the Company is enclosed as Annexure IV.

24. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the practicing company secretary regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report is as enclosed as Annexure V.

25. MANAGEMNT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year ended 3181 March 2015 are attached, which form part of this report is as enclosed as Annexure VI.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover does not exceed Rs.1000 crores or the Company's net profit does not exceed Rs. 5 crore for any financial year, the provisions ofsection 135 ofthe Companies Act, 2013 are not applicable.

27. PARTICULARS OL EMPLOYEES:

There are no employees drawing remuneration as prescribed under Section 197 ofthe Companies Act, 2013. Hence the details are NIL

28. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions ofSection 134(5) ofthe Companies Act 2013, your directors confirm that:

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

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit /loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) The directors in case of listed company have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

29. LISTING

The shares of your company are listed at BSE Ltd, Calcutta Stock Exchange Limited, Hyderabad Stock Exchange ( Derecognized). The Company has duly complied with all the applicable provisions of the Listing Agreement.

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

The particulars as prescribed under Section 134(3) (m) ofthe Companies Act, 2013 read with Rule 8 ofthe Companies (Accounts) Rules, 2014 are provided as under.

CONSERVATION OF ENERGY:

1 the steps taken or impact on conservation of energy

2 the steps taken by the company for utilizing alternate sources of energy Nil

3 the capital investment on energy conservation equipment's

TECHNOLOGY ABSORBTION:

1 The efforts made towards technology absorption

2 The benefits derived like product improvement, cost reduction, product development or import substitution

3 In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Nil the details of technology imported the year of import; whether the technology been fully absorbed if not fully absorbed, areas where absorption has not taken place, and the reason thereof

4 The expenditure incurred on Research and Development

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of foreign currency earnings and outgo during the year are NIL

31. REDUCTION OF CAPITAL

As on 31st March 2015 the accumulated losses of the company was ofRs. 51,718,238/- (Rupees Five Crore Seventeen Lacs Eighteen Thousand two hundred & Thirty eight Only). The Board at their meeting and as per the applicable provisions of the Companies Act, 2013 read with necessary SEBI Circulars propsed a scheme of reduction of capital to set off the accumulated losses of Rs. 51,638,200/- (Rupees Five Crore Sixteen Lacs Thirty eight Thousand Two Hundred only) against the paid up capital of the Company of Rs. 54,356,000/- (Rupees five Crore forty three lacs fufty six Thousand Only). On appointed date i.e. 1st April, 2015, the Subscribed and Fully Paid-up Share Capital of the Company shall stand reduced from Rs. 54,356,000/- (Rupees five Crore forty three lacs fifty six Thousand Only)divided into 5,435,600 (Fifty four Lacs thirty-five Thousand six hundred) fully paid up Equity Shares of Rs. 10/ - (Rupees Ten Only), to Rs. 2,718,000 (Twenty seven Lacs Eighteen Thousand only) divided into 271,800 (Two Lacs Seventy one Thousand Eight Hundred) Equity Shares of Rs. 10/- (Ten only) each.

Pursuant to cl. 24(f) of the Listing Agreement, the Company filed necessary application with the BSE Ltd. and waiting for necessary approvals.

32. TAKEOVER OF BUSINESS OF M/S. INNER BEING NUTRI CARE PRIVATE LIMITED

The Board for better business syenery decided to buy 100% stake in M/s. Inner Being Nutri Care Private Limited. The Director and shareholders of M/s. Inner Being Nutri Care Private Limited are also Director and Shareholder of the company. It is a related party transaction. The Board took utmost care and diligence to comply all applicable provisions and prudential business norms.

33. ACKNOWLEDGEMENT:

The directors thank the Company's employees, customers, vendors and investors for their continuous support. The Directors also wish to place on record its appreciation of Banks, Stock Exchange & Other authorities for their able guidance and support.

Date: 31.08.2015 For and on behalf of Board of Directors

Place: Hyderabad

Sd/- Sd/-

(Hitesh M Patel) (Mudigonda Phaneesh) Managing Director Director DIN: 02080625 DIN: 00012114

---

Mar 31, 2014

To, The Members

The Directors have pleasure to present the TWENTY FIRST Annual Report of the Company together with the Audited Financial Statements of your Company for the year ended 31st March 2014.

FINANCIAL RESULTS:

The Performance during the year has been as under :

(Rs. in Lakhs)

Sl.No. Particulars 2013-14 2012-13

1 Sales 52.31 272.62

2 Other Income - -

3 PBDI&T( )/LBDT(-) [10.60) (23.76)

4 Interest & finance charges - 0.11

5 Depreciation 0.09 -

6 Net Profit/(Loss) before Tax (10.69) (23.87)

7 Provision for Tax - -

8 Net Profit/(Loss) carried to B/S (10.69) (23.87)

PERFORMANCE AND REVIEW OF OPERATIONS :

Shreeyash Industries Ltd has been operating in very difficult markets where every retail brand has suffered hugely due to rising inflation and perched purchasing power in the hands of buyers. During the year, the Company as a part of gaining footprint in the textiles market has commenced trading activities of textiles. Though the margins are thin, the business is more secured and steady than the present retail markets. However the operating results in current year has ended in Loss.

Shreeyash has carved a niche for itself. Blessed with the critical mass of expertise and experience, we are focused on achieving milestones powered by momentum. Moreover, our business roadmap is growing greener and prosperous day by day.

The assurances given to the members and with the back drop of the tremendous response, the company got from member shareholders, we are proud to announce that your company has acquired controlling share in a emerging Neutraceutical and healthcare company viz., Manidhari Health Mantra Private Limited which is a Hyderabad based company.

With the acquisition of Neutraceutical business your company changed its future outlook focusing mainly on the products such as health care, wellbeing and cosmetic products. In furtherance of these objects your company has already made substantial progress in registering several brands and trademarks protecting its intellectual property.

The domain of Neutraceutical enjoys the rare distinction of being aimed at human welfare as concern of the current day and it is felt by the society as an increasing necessity.

As such, we have incorporated R&D into our way of work and consistently aimed at achieving pinnacles of innovation. We have developed and documented standardized, location-specific Package of Practices that can be used both as a yardstick and a road map for high yield, commercial cultivation of Neutraceutical products and innovative crops like Quinoa. A process driven adherence to this Package of Practices ensures plantations to provide exceptional yields.

Generating employment for rural populaces making lands productive and establishing a dedicated supply of required raw material to the company, increasing the size and scope of our cultivation over the years is the objective with which we have been continuing our journey.

As a part of our marketing strategy we involve various innovative partnership models and follow a planned roadmap of achieving and leveraging sustainability.

Shreeyash is keen to take its business plan to the next level. The Company is planning to build the "Innovation Centre" in lease hold land to consolidate Neutraceutical activities at one place. The Innovation Centre will have all the operations at one place to showcase the proof of concept of the Business model.

Innovation Centre will consolidate the Neutraceutical operations by establishing the Agri R&D, Neutraceutical R& D along with Bio Technology Laboratories, Processing units for the Standardized Herbal Extract, formulation and capsulation with increased capacities to meet domestic & international demand.

Our subsidiary Manidhari is making measurable progress in the field of Nutraceuticals. Thanks to its rich R&D expertise and market led strategies. The key products are Restor Men and Restor Women, Reliva for Heart Care. Market leads are developed through Private Labeling Chanel partners are being appointed.

Our R&D activities have also developed the following technologies:

* Technology for qualitative feed stock development

* PoPs for more than 10 Standardized Herbal Extracts

* Standardization of the processing protocols.

* Technologies for developing 6 Formulations

* Technologies for developing beverages in various combinations

During the year our subsidiary has received regulatory approval for its products in India.

Directors of the company with Sri Sri Ravi Shankar Guruji

Your company through its subsidiary has identified a protein rich highly export oriented cereal ''Quinoa''. Quinoa is an Andean plant which originated in the area surrounding Lake Titicaca in Peru and Bolivia. Quinoa was cultivated and used by pre-Columbian civilizations and was replaced by cereals on the arrival of the Spanish, despite being a local staple food at the time. Like whole grains, quinoa is packed with nutrients and offers many benefits for the body. The seeds are quite versatile and can be enjoyed alone seasoned with a little olive oil and fresh herbs.

We will be establishing an R & D facility for crop based research like Germ Plasms Accession, Cultivation Technology, Increasing Potential Yield, Integrated Crop Management, Integrated Nutrient Management, Integrated Pest Management, Conducting Multi Location Trials and Accommodating Agronomic Practices. We will also establish a Nursery Production Center for the propagation of quality planting material & assured uninterrupted material supply.

To ensure steady supply of feedstock the company has adopted a model called Educate, Cultivate & Elevate. We will also implement various farming models like Contract Farming, P4 Model, P3 Model, NGO Model, Estate Farming Model, Self Help Group Model etc.

During the year under review your company has taken up a pilot cultivation of 5 acres in a lease hold land near Hyderabad and we have got very good results. For venturing into the said product and scale up cultivation and trading activity of Quinoa during the current financial year, the company has started its spade work towards this end meeting regulatory bodies, consultants, traders etc..

During the current financial year the company has its plans to expand its activity to other neighboring countries and have the scope of growth opened up to the world market. Towards this end your company is planning to open up subsidiaries in Dubai and Malaysia. At Shreeyash, we believe that business can be a force for the good health of the Greater Community.

FUTURE:

For the future growth of the company, the company is looking at restructuring the business and enter into diversified business activities through mergers and acquisition of business entities which are already existing with a business profile that can catapult the Company to be a diversified conglomerate. Towards this the company has already scouted for alliance with various companies and could successfully get into understanding with some companies which are into Health care, Cosmetics, Agriculture.

SUBSIDIARY COMPANIES:

During the period under review the company has acquired majority stake in Manidhari Health Mantra Private Limited on 11.04.2014 which gives the company a foothold into Health Care product business.

DIVIDENDS

There were no dividends paid, declared or proposed by the Company during the financial period due to paucity of profits.

RESERVES AND PROVISIONS

The loss has been transferred to free reserves.

DIRECTORS:

During the year under review, Mr. Sandiip G Modi and Mr. Yezdi Batliwala were appointed as Additional Directors by the Board u/s 260 of the Companies Act, 1956 and their term of office expires at ensuing Annual General Meeting. Your Board recommends their appointment as Directors. The Directors liable to retire by rotation. Mr.Mudigonda Phaneesh and Mr. C.S. Jadhav who retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their reappointment.

AUDITORS:

Auditors of the company M/s Chakradhar & Nandan Chartered Accountants, Hyderabad, who are appointed as Auditors of the Company retire at the conclusion of this Annual General Meeting. They have conveyed their inability to continue as Auditors. We thank M/s Chakradhar & Nandan Chartered Accountants, for their services rendered.

The Board has proposed appointment of M/s. S.K Bang & Co, Chartered Accountants, Hyderabad as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, the Board recommends their appointment.

FIXED DEPOSITS:

The company has not accepted deposits during the year, other than unsecured loans raised from Directors

DIRECTOR''S RESPONSD3ILTIY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i. That in preparation of the annual accounts for the year ended 31 * March 2014, the applicable accounting standards had been followed and that no material departures have been made from the same

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the 31" March 2014 and of the loss for that period.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts for the year ended on 31" March 2014, on going concern basis.

PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended, the Directors are to report that there are NIL employee who was in receipt of emoluments as provided in the said rules.

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

The particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section-217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Board of Directors) Rules, 1988, is as under:

a. Conservation of energy : NIL

b. Technology absorption,

c. Adoption and Innovation : NIL

c. Foreign Exchange Earnings and Outgo : NIL

LISTING:

The shares of the company are listed on Bombay Stock Exchange under active trading and Calcutta Stock Exchange.

CODE OF CONDUCT:

The Company has adopted a uniform Code of Conduct for Directors and Senior Management and above Officers level to ensure ethical standards and ensure compliance to the laid down standards.

BUSINESS RELATIONS:

Overall Business Relations continued to be cordial. The Directors place on record their appreciation for the contributed support and co-operation of all the stakeholders of the Company.

CORPORATE GOVERNANCE CODE:

The Report on Compliance of Code of Corporate Governance as per Clause 49 of the Listing Agreement is attached herewith. The Compliance Certificate on Corporate Governance received from the Statutory Auditors is given as Annexure to this report.

Management Discussion and Analysis Report is attached elsewhere in the report.

ACKNOWLEDGEMENTS:

The Directors take this opportunity to express their appreciation for the continuous support and assistance received from Government Authorities, Bankers, Shareholders, Employees and other business associates.



For and on behalf of the Board of Directors

of SHREEYASH INDUSTRffiS LTD



Place: Hyderabad Sd/- Sd/-

Date : 24.05.2014 (Hitesh M.Patel) (Mudigonda Phaneesh)

Managing Director Director

---

Mar 31, 2012

To, The Members

The Director''s are pleased to submit their .Nineteenth Annual Report of the Company together with the Audited Balance Sheet and Profit & Loss Account for the Year ended 31st March, 2012.

PRINCIPAL ACTIVITY

The company is principally engaged in the business of manufacturing , trading and exports of textiles, garments and made ups.

FINANCIAL RESULTS:

The performance during the year has been as under:



S. No. Particulars 2011-12 2010-11

1 Sales Turnover 13,71,19,284 63,89,811

2. Other Income . 5,70,000

2 PBD I & T( )/ LBDT (-) 22,084 5,24,104

3. Depreciation 14,101 .

4. Interest . .

5 P B T ( )/ L B T 7,983 5,24,104

6. Tax for the Year . .

7. Deferred Tax for the year 1,633 .

8 Def. Rev. Exp. W/Off . .

9. Net Profit( )/ Loss (-) for the Year 9,616 5,24,104

10. Transfer to General Reserve 4,49,24,968 4,49,34,584



PERFORMANCE AND REVIEW OF OPERATIONS:

Shreeyash Industries Ltd has been operating in very difficult markets. During the year, the Company as a part of gaining footprint in the textiles market has commenced trading activities of textiles. Though the margins are thin, the business is more secured and steady than the present retail markets.

However the downtrend in retail trade has made the Company to look at other pastures i.e. Africa, which has a tremendous demand for made ups. The Company is looking at entering that market in the immediate future. The retail trade in India has not seen growth. In fact most of the top brands are reeling under this recession. Therefore the company is having a cautious outlook for the future. However the exports market in Africa looks lucrative and the Company would like to seize this opportunity and focus on exports besides looking up at domestic markets as it believes the economy will start picking up.

The impact of these factors is far from negligible and the company has reported a modest profit FINANCE:

For future growth of the business, the company proposes to raise bank funding to meet its working capital requirements besides increasing the footprint in the retail markets

DEPOSITS:

The company has not accepted deposits during the year, other than unsecured loans raised from Directors /Promoters.

DIVIDENDS

There were no dividends paid, declared or proposed by the Company during the financial period.

RESERVES AND PROVISIONS

The profit has been transferred to free reserves

DIRECTORS:

During the year under review, Mr. M. Phaneesh and Mr. Suresh Nakula were appointed as Additional Directors by the Board u/s 260 of the Companies Act, 1956 and their term of office expires at ensuing Annual General Meeting. Company has received notices for their appointment as Directors liable to retire by rotation. Your Board recommends their appointment.

Mr. Arun Bansal and Mr. Badiullah Baid retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their reappointment.

AUDITORS:

Auditors of the Company M/s Chakradhar & Nandan Chartered Accountants, Hyderabad, who are appointed as Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible for re appointment as Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, the Board recommends their appointment

PERSONNEL:

Your Company enjoys a harmonious and healthy relationship with personnel at all levels. During the year under review there is no employee who is drawing remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act 1956.

DISCLOSURES

Particulars laid down in Section 217(1) (e) of the Company''s Act, 1956 pertaining to conservation of energy, technology as described hereunder.

TECHNOLOGY ABSORPTION & ENERGY CONSERVATION:

Technology Absorption - Nil. There is no Imported Technologies.

The company is not energy intensive, however efforts for conservation of energy are an on going process and every effort is made so that optimum conservation of energy in all the areas of operations is ensured.

FOREIGN EXCHANGE INFLOW & OUTGO:

NIL

INDUSTRIAL RELATIONS:

Your company continues to enjoy cordial relations with the employees at all levels.

DIRECTORS'' RESPONSIBILITY STATEMENT: Your Directors Confirm:

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

b) That the Directors 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 affairs of the company at the end of the financial year ended on 31st March, 2012 and of the loss of the company for that year.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March 2012 in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

d) That the Directors had prepared the annual accounts on an ongoing basis.

ACKNOWLEDGEMENTS:

Yours directors are thankful for the significant contribution made by the employees. Your directors also express their gratitude to the bankers and government agencies for their support and cooperation extended by them during the period under review and also looks forward to have the same support in future.



For and on Behalf of the Board



(Manoj Kumar) (Badiullah Baig) Managing Director Director

Date: 05.12.2012 Place: Hyderabad

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Mar 31, 2010

The Directors present the Seventeenth Annual Report of the Company together with the Audited Balance Sheet and Profit & Loss Account tor the year ended 31st March, 2010.

Financial Results

Particulars 31.03.2010 31.03.2009

Sales 4,287,375 --

Profit / (Loss) before depreciation

Interest and Income Tax (PBDIT) -- --

Interest & Finance Charges -- --

Depreciation

Net Profit / (Loss) before tax (39,730,067) (357,819)

Provision for tax

Net Profit / (Loss) carried to Balance Sheet (45,458,688) (5728621)

BUSINESS OPERATIONS:

The period under review has continued to be extremely difficult as the operations of the company relating to manufacture/production continued to be closed. The company has been seeking financial assistance from various sources but has not been successful, as there was no production activity undertaken by the company during the period, all the workforce /staff has left for alternative livelihood.

However the Company has commenced trading in garments and therefore income from operations/ sales has been 42,87,375, but due to accumulated previous losses aroused by way of writing off preliminary expenses and other statutory expenses resulted in Net loss of Rs. 3,97,30,067/- for the current year.

FUTURE OUTLOOK:

With the outlook showing reverse trends globally, the company has been making efforts for securing both Long Term and Working capital finance to restart the manufacturing operations I ut to no avail. No Financial Institution /Bank have extended any support. However the Company is making its best efforts to revive its business and is planning to foray in big time retail segment in the immediate future.

DIVIDEND:

In view of the losses suffered during the year under review, your Directors do not recommend ny Dividend for the year ended 31.03.2010.

DIRECTORS:

In terms with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr.Bijal Patel retires by rotation, at the conclusion of the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommend for his re- appointment at the ensuing Annual General Meeting

AUDITORS:

M/s. Chakradhar & Nandan., Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received Certificate from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Board recommends for their rc-appointment and requests members to authorize the Board to fix their remuneration.

FIXED DEPOSITS:

Your company has not accepted any Fixed Deposits covered section 58A and 58AA of the companies Act, 1956 from the public or its shareholders during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, in respect of the financial statements as at 31" March, 2010, your Directors state:

(i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed.

(ii) That your Directors have selected such accounting policies and applied them consistently and made judgement 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 & loss of the Company for that period.

(iii) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(iv) That your Directors have prepared the Annual Accounts for the Financial Year ended on 31st March, 2010. on a going concern concept.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no.employees drawing salaries more or equal to the limits laid under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended.

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

a. Conservation of Energy: Since there were no operations during the year, there was no usage of energy. Therefore, there are NIL measures for conservation of energy.

b. Technology absorption: There were no operations during the year. Hence the measures for Technology absorption are NIL.

c. Foreign Exchange Earnings & outgo: (Value in Rs. lakhs) Value of Imports (CIF basis) NIL Expenditure in Foreign currency: NIL Earnings in Foreign Exchange: NIL

LISTING:

The shares of your company are listed on Bombay Stock Exchange and Calcutta Stock Exchange but are suspended from trading at the exchanges.

CODE OF CONDUCT:

The Company has adopted a uniform Code of Conduct for Directors and Senior Management and above Officers level to ensure ethical standards and ensure compliance to the laid down standards.

SUBSIDIARY COMPANIES:

There are no subsidiaries to the Company as on date of the report.

BUSINESS RELATIONS:

Overall Business Relations continued to be cordial. The Directors place on record their appreciation for the contributed support and co-operation of all the people, which are connected to the business.

AUDITORS REPORT:

The observations made in the Auditors Report are self explanatory and therefore, do not call for any further comments under section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE CODE:

The Code of Corporate Governance as per Clause 49 of the Listing Agreement is attached herewith. The Compliance Certificate on Corporate Governance received from the Statutory Auditors is given as Annexure to this report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their grateful appreciation for the cooperation and assistance by Government Authorities, Bankers and other business associates as well as shareholders and employees.

On behalf of the Board of Directors of SHREEYASH INDUSTRIES LTD.

(Manoj Kumar) (Sumedha Sarogt)

Place: Hyderabad Managing Director Executive Director

Date: 03.09.2010