Directors Report of Shri Ahimsa Naturals Ltd.

Mar 31, 2025

The Board of Directors is delighted to present the 35^th Annual Report on the business and operations of Shri Ahimsa Naturals
Limited ("the Company”) along with the summary of standalone and consolidated financial statements for the financial year
ended March 31, 2025.

FINANCIAL PERFORMANCE:

Key figures of standalone financial and consolidated financials for the financial year ended March 31, 2025, are
summarised as under:

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	9,580.61	7,808.16	9,580.61	7,808.16
Less: Excise Duty	-	(10.47)	-	(10.47)
Other Income	192.18	72.00	185.49	72.00
Total Revenue	9,772.79	7,869.69	9,766.10	7,869.69
Profit/(Loss) before Depreciation, Interest and Tax	3,233.42	2,746.03	3,226.74	2,746.03
Less: Interest	(88.25)	(62.06)	(88.25)	(62.06)
Less: Depreciation	(174.48)	(148.59)	(174.48)	(148.59)
Profit before Tax	2,970.69	2,535.38	2,964.01	2,535.38
i) Current Tax	710.03	663.05	710.03	663.05
ii) Deferred tax	64.07	02.24	64.07	02.25
Net Profit/(Loss) after Tax	2,196.59	1,870.09	2,189.91	1,870.08
EPS (Basic & Diluted)	11.64	10.21	11.60	10.21

• During the financial year under review, the Company has made significant strides in its business operations, primarily
focused on the processing and export of Natural Caffeine, Green Coffee Bean Extract, and the trading of Herbal Extracts.

• The Company has witnessed a notable improvement in turnover compared to the previous financial year, supported by
stabilized prices of both raw materials and finished goods. Supply chain efficiencies have been strengthened with the
execution of key contracts with suppliers for the current year.

• With these strategic developments in place, the Company is optimistic about its growth trajectory in the current
financial year.

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

During the year under review, the ‘revenue from operations (net)’ grew to '' 9,580.61 lakhs from '' 7,797.69 lakhs as compare
to last year registering a growth of 22.86% YOY.

The profit for the year (PAT) reported to '' 2,196.59 lakhs as against '' 1,870.09 lakhs in previous year registering a growth of
17.46%. Consequently, increase in Earnings per Share (EPS) to '' 11.64 per share from '' 10.21 per share.

Company through its wholly owned subsidiary in the name of Shri Ahimsa Healthcare Private Limited is establishing new
manufacturing plant at Sawarda, Jaipur, Rajasthan with the capacity of 700 MT per annum in respect of Caffeine Anhydrous
Natural, 300 MT per annum of Green Coffee Bean Extract and 63 MT per annum of Crude Caffeine. The total investment in
the project shall be approx. '' 61 Crores and the same shall be part funded out of the IPO proceeds and part from Internal

Company Performance Snapshot (Annual Reprot)

Revenue & Net Profit ('' Mn) 10000 8000 6000 4000 2000 0

¦

¦

Earnings Per Share (EPS) 11.6 11.4 11.2 11.0 10.8 10.6 10.4 10 2 9

Revenue Ops Total Revenue Net Profit ¦ FY 2024 ¦ FY 2025 FY 2025 Composition 18.4% Net Profit 1.6% Other Income 80.0% Revenue Ops

FY 2024 YoY Growth (2024 -> 2025) 25 II. 0

1

F

Y 202 |

5

Revenue Ops

Total Revenue

RBDIT

PBT

Net Profit

EPS

Accruals of the Company. The work of the construction of building and erection of the plant is under progress and trial
production shall start by March 2026.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the business activities of the company during the financial year.

DIVIDEND

Considering the future expansion plans the Company has not recommended any dividend for the financial year 2024-25.

AMOUNTS TRANSFERRED TO RESERVES

Your Board doesn’t propose to transfer any amount to General Reserve in terms of Section 134 (3) (J) of the Companies Act,
2013 for the financial year ended on March 31, 2025.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2025, there were significant changes in the capital structure of the Company.

During the period under review company has made 2 (Two) Private Placement and Preferential Allotment as per the
details given below:

Date Of Allotment	No. Of Equity Shares Allotted	Face Value ('')	Issue Price ('')
August 01, 2024	2,98,000	10	75
August 14, 2024	5,06,000	10	75

Further, during the period Company successfully completed its Initial Public Offering (IPO) where IPO bidding started from
March 25, 2025 and ended on March 27, 2025. The allotment was finalized on March 28, 2025. The shares got listed on NSE
Emerge on April 02, 2025. Pursuant to the IPO, the Company issued 42,03,600 equity shares (fresh issue) and the promoters
of the company Mr. Nemi Chand Jain and Mrs. Sumitra Devi Jain has sold 19,99,200 equity shares (offer for sale) at an offer
price of ''119 per share.

As a result of above corporate actions, the paid-up share capital of the Company increased from '' 18,32,25,000 (Eighteen
Crore Thirty Two Lakh Twenty Five Thousand) to '' 23,33,01,000 (Twenty Three Crore Thirty Three Lakh One Thousand) as
on March 31, 2025.

Considering the same, the revised capital structure of the company as on March 31,2025 is detailed below:

S. No. Particulars		Type of Share	No. of Shares	Amount Per Share	Total Amount (in Lakhs)
1.	Authorized Share Capital	Equity	2,50,00,000	10	2,500.00
2.	Issued Share Capital	Equity	2,33,30,100	10	2,333.01
3.	Subscribed Share Capital	Equity	2,33,30,100	10	2,333.01
4.	Paid Up Share Capital	Equity	2,33,30,100	10	2,333.01

During the year under review, the Company has not:

• issued equity shares with differential voting rights in terms of Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014;

• issued sweat equity shares as specified under Rule 8(13) of the said Rules;

• granted any employees stock options under Rule 12(9) of the said Rules; and

• bought back any of its equity shares as per Section 68 of the Companies Act, 2013 read with Rule 16(4) of the said Rules.

• Accordingly, the disclosures required to be made in this regard are not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS

During the financial year ended March 31, 2025, the Company witnessed significant developments and commitments that
have positively impacted its operations and capital structure.

One of the most notable milestones was the successful completion of the Company’s Initial Public Offering (IPO). The equity
shares of Shri Ahimsa Naturals Limited were listed on the NSE Emerge Platform on April 02, 2025, marking a significant step
forward in the Company’s growth journey and enhancing its corporate visibility, governance, and investor confidence.

This Initial Public offer and subsequent listing have positioned the Company for enhanced transparency, improved liquidity of
its shares, and greater access to capital markets, supporting future growth and stakeholder value creation.

Apart from the above, In pursuance to section 134(3) (L) of the Act, no material changes and commitments have occurred
after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial
position of the Company.

INFORMATION ABOUT JOINT VENTURE/ SUBSIDIARY/ AND ASSOCIATE COMPANY

The Company does not have any associate and joint venture Company within the meaning of 2(6) of the Companies Act, 2013.

Your Company has 1 (One) subsidiary company as defined under Section 2(87) of the Companies Act, 2013.

Name	CIN	Type
Shri Ahimsa Healthcare Private Limited	U24230RJ2022PTC084000	Wholly Owned Subsidiary

Company has prepared Consolidated Financial Statements which forms part of this Annual Report. A separate statement
containing salient features of the financial statements of the Company’s Subsidiaries in prescribed form AOC-1 is annexed as
An nexure-II to this report. The audited financial statements including the consolidated financial statements of the Company
and all other documents required to be attached thereto is available on the Company’s website i.e. www.naturalcaffeine.co.in.
The financial statements of the Subsidiary Company are also available on the Company’s website. These documents will also
be available for inspection on all working days, during business hours, at the Registered Office of the Company. The Company
is already having a policy for determining material subsidiaries and the same is available on Company’s website.

ANNUAL RETURN

In terms of Section 92(3) and 134(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company for the financial year March 31, 2025 is available on the
website of the Company at www.naturalcaffeine.co.in.

CREDIT RATING

CRISIL vide its letter dated February 16, 2024 has given rating of BBB/Stable to the company for the various credit facilities
obtained by the Company.

Currently company is having only Cash Credit/Overdraft facility from Bank and the company’s account with the bank is
regular in nature and there have been no defaults in serving interest. Further, the company has been regular in making
principal and interest repayments to the Banks and financial institutions.

TRANSFER OF UNCLAIMED/ UNPAID DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”) there was no unclaimed/ unpaid dividend, hence the
company is not required to transfer any amount to Fund.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays crucial role in overseeing how the management serves the short and long term interests of shareholders
and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective,
informed and independent Board of Directors and keep our governance practices under continuous review.

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors.
As on the March 31, 2025, the Board comprises of 8 (Eight) Directors, out of which 3 (Three) are Executive Directors and 1
(One) Non-Executive women director and 4 (Four) Independent Directors one (1) Chief Financial Officer (CFO) and one (1)
Company Secretary (CS).

Directors & KMP Details

S. No.	Name	Designation	Category	DIN/ PAN	Date of appointment
1.	Mr. Nemi Chand Jain	Chairman and Managing Director	Promoter and Executive	00434383	October 17, 1990
2.	Mr. Amit Kumar Jain	Whole Time Director & CFO	Promoter and Executive	00434515	March 13, 2004
3.	Mrs. Sumitra Jain	Director	Promoter and Non- Executive	00614391	June 26,1995
4.	Mr. Dipak Kumar Jain	Whole Time Director	Executive	01217721	March 13, 2004
5.	Mr. Manoj Maheshwari	Director	Independent and Non-Executive	00004668	January 06, 2023

S. No.	Name	Designation	Category	DIN/ PAN	Date of appointment
6.	Mr. Om Prakash Bansal	Director	Independent and Non-Executive	00440540	January 06, 2023
7.	Mr. Atul Maheshwari	Director	Independent and Non-Executive	01592808	March 07, 2025
8.	Mr. Ved Prakash Sujaka	Director	Independent and Non-Executive	07988348	January 06, 2023
9.	Ms. Aayushi Jain	Company Secretary & Compliance Officer	Key Managerial Person	BBZPJ5190D	January 06, 2023

A) RETIRE BY ROTATION

In accordance with the provisions of Articles of Association of the Company, read with Section 152 of the Act,
Mr. Dipak Kumar Jain, Director of the company, whose office is liable to retire at the ensuing Annual General Meeting,
being eligible, seeks reappointment. Based on the recommendation of the Nomination and Remuneration Committee,
the Board recommends his reappointment.

B) APPOINTMENT/ RE-APPOINTMENT OF DIRECTOR

Mr. Atul Maheshwari (DIN: 01592808) was appointed as a Non-Executive Independent Director of the Company with
effect from March 07, 2025, for a term of five consecutive years.

The appointment has been made in accordance with the provisions of Sections 196 and 197, read with Rule 8 of
the Companies (Meetings of Board and its Powers) Rules, 2014, the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, Schedule V, and all other applicable provisions of the Companies Act, 2013, and
the rules made thereunder.

C) RESIGNATION OF DIRECTOR

Mr. Rakesh Kumar stepped down from the position of Non-Executive Independent Director of the Company with
effect from February 26, 2025. The Board places on record its sincere appreciation for the valuable contributions
made by Mr. Rakesh Kumar during his tenure as an Independent Director and wishes him continued success in his
future endeavours.

MEETINGS OF THE BOARD OF DIRECTORS

The schedule of Board Meetings is finalized well in advance and duly communicated to all Directors to facilitate effective
participation. The agenda, along with detailed explanatory notes, is circulated to the Directors prior to each meeting to enable
informed decision-making. In cases of urgency, matters are also approved by way of resolution passed through circulation,
in accordance with the provisions of the Companies Act, 2013. The time interval between two consecutive Board meetings
has remained well within the maximum limit prescribed under the Companies Act, 2013 and Secretarial Standard-1 (SS-1)
issued by the Institute of Company Secretaries of India (ICSI). The Board also periodically reviews the compliance status of
all applicable laws, and appropriate corrective actions are initiated in the event of any non-compliance, if any.

The details of the Board meetings held during the year and the attendance of Directors are provided below:

Date of Board Meetings	Name of the Directors and Attendance there at
	NCJ	AKJ	SJ	DKJ	MM	OPB	RK	VPS	AM
29/04/2024	¦/	¦/	¦/	¦/	¦/	¦/	¦/	¦/	N.A.
01/05/2024	¦/	¦/	¦/	¦/	¦/	¦/	¦/	¦/	N.A.
11/06/2024	¦/	¦/	¦/	¦/	¦/	¦/	¦/	¦/	N.A.
18/07/2024	¦/	¦/	¦/	¦/	¦/	¦/	¦/	¦/	N.A.
01/08/2024	¦/	¦/	¦/	¦/	¦/	¦/	¦/	¦/	N.A.
14/08/2024	¦/	¦/	¦/	¦/	¦/	¦/	¦/	¦/	N.A.
23/08/2024	¦/	¦/	¦/	¦/	¦/	¦/	¦/	¦/	N.A.
06/09/2024	¦/	¦/	¦/	¦/	¦/	¦/	¦/	¦/	N.A.
07-09-2024	¦/	¦/	¦/	¦/	¦/	¦/	¦/	¦/	N.A.

Date of Board Meetings	Name of the Directors and Attendance there at
	NCJ	AKJ	SJ	DKJ	MM	OPB	RK	VPS	AM
27/11/2024	¦/	¦/	¦/	¦/	X	X	X	X	N.A.
06/01/2025	¦/	¦/	¦/	¦/	X	¦/	X	¦/	N.A.
21/01/2025	¦/	¦/	¦/	¦/	X	¦/	X	¦/	N.A.
12/02/2025	¦/	¦/	¦/	¦/	X	X	X	X	N.A.
07/03/2025	¦/	¦/	X	¦/	X	X	N.A.	X	X
17/03/2025	¦/	¦/	¦/	¦/	X	X	N.A.	¦/	X
18/03/2025	¦/	¦/	¦/	¦/	X	X	N.A.	¦/	X
24/03/2025	¦/	¦/	¦/	¦/	X	X	N.A.	¦/	X
28/03/2025	¦/	¦/	¦/	¦/	X	X	N.A.	¦/	X
29/03/2025	¦/	¦/	¦/	¦/	X	X	N.A.	¦/	X

Full forms of abbreviations used in above table:

NCJ	: Mr. Nemi Chand Jain,
AKJ	: Mr. Amit Kumar Jain
SJ	: Mrs. Sumitra Jain
DKJ	: Mr. Dipak Kumar Jain
MM	: Mr. Manoj Maheshwari
OPB	: Mr. Om Prakash Bansal
RK	: Mr. Rakesh Kumar
VPS	: Mr. Ved Prakash Sujaka
AM	: Mr. Atul Maheshwari

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of Companies Act, 2013, with respect to Directors Responsibility

Statement, the Board of Directors, with the best of their knowledge and ability, hereby confirm that-

1. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper
explanations relating to material departures;

2. 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 and loss of the company for that period;

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

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

5. The directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively;

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) and Schedule V of the Listing Regulations, a detailed Management Discussion and Analysis

is annexed and forms an integral part of this Annual Report at Annexure-I.

POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Committee (‘NRC’) engages with the Board to evaluate the appropriate characteristics,
skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with
diverse backgrounds and experience in business, finance and governance. The NRC, on the basis of such an evaluation,
determines the role and capabilities required for the appointment of Director. Thereafter, the NRC recommends to the Board
the selection of new Directors.

Based on the recommendations of the NRC, the Board has formulated a Policy on Director’s appointment and remuneration
which includes the criteria for determining qualifications, positive attributes, independence of a director and the process
of appointment and removal as well as components of remuneration of Director(s), Key Managerial Personnel (‘KMP’) and
Senior Management of the Company and other matters as provided under Section 178(3) of ‘the Act’.

The same is available on the Company’s website at www.naturalcaffeine.co.in

AUDITORS AND REPORT THEREON

? STATUTORY AUDITORS & REPORT THEREON.

Pursuant to the section 139 of the Companies Act, 2013, the shareholders have approved the appointment of M/s
Ummed Jain & Co., Chartered Accountants (FRN 119250W) as the Statutory Auditors upto the Conclusion of 39^th Annual
General Meeting.

The auditors have confirmed that they are not disqualified from being re-appointed as statutory auditors of the Company.
As per sub section 12 of section 143 of the Act during the financial year no fraud was reported by the Auditor of the
Company in their Audit Report.

M/s Ummed Jain & Co., Chartered Accountants, Statutory Auditors of the Company, have issued their report on the
financial statements of the Company for the financial year ended March 31, 2025. The Auditors have expressed an
unmodified opinion on the said financial statements. Further, the report of the Statutory Auditors along with notes to
financial statements is enclosed to this report.

The Statutory Auditors of the Company have included an "Emphasis of Matter” paragraph in their Report for the financial
year ended March 31, 2025, drawing attention to the following:

(i) We draw attention to Note 38 of the Standalone Financial Statements, which describes the advance payment
of ''21,00,000/- made on January 24, 2023, for purchase of agriculture land, for which the agreement is
yet to be executed. The said amount is included under "Long Term Loans and Advances” in the Standalone
Financial Statements.

(ii) We draw attention to Note 39 of the Standalone Financial Statements, which describes the claim of ''58,49,000/-
lodged with the United Insurance Company, accounted for in the financial year 2023-24, which is still pending for
approval from the said insurance company. The said amount is included under "Short Term Loans and Advances”
in the Standalone Financial Statements.

The Board of Directors has carefully considered the matters highlighted by the Auditors and clarify that:

(i) With regard to the advance payment of ''21,00,000/- made on January 24, 2023 for purchase of agriculture land
(Note 38), the transaction has been duly recorded under "Long Term Loans and Advances.” The agreement is under
process and the Company is in active discussions with the concerned parties to complete the documentation.
The advance is fully recoverable and does not pose any risk to the financial position of the Company.

(ii) With respect to the insurance claim of ''58,49,000/- lodged with the United Insurance Company (Note 39), the
Company has provided all necessary documentation and follow-ups are ongoing. The management has been
advised that the claim is tenable and is expected to be realized in due course. Pending settlement, the amount has
been appropriately classified under "Short Term Loans and Advances.”

The Board confirms that adequate disclosures have been made in the Notes to Accounts, and these matters do not
affect the Auditors’ opinion on the financial statements. The Board further assures stakeholders that it is actively pursuing
both matters and will update shareholders on material developments, if any, in the subsequent reporting periods.

Further, the Auditors’ Report does not contain any qualification, reservation or adverse remark.

? SECRETARIAL AUDITOR & REPORT THEREON

Company is not required to appoint Secretarial Auditor in terms of Section 204 of the Companies Act 2013 for the
financial year 2024-2025.

However, in accordance with Section 204(1) of the Companies Act, 2013, and based on the recommendation received
from the Audit Committee, the Board considered the appointment of M/s ARMS & Associates LLP, Company Secretaries,
Jaipur, as Secretarial Auditors of the Company to conduct the Secretarial Audit for five consecutive financial years
commencing from financial year 2025-26 to financial year 2029-30, subject to the approval of the shareholders at the
ensuing Annual General Meeting.

? INTERNAL AUDITOR & REPORT THEREON

Company is not required to appoint Internal Auditor in terms of Section 138 of the Companies Act 2013 for the financial
year 2024-2025.

However, during the current year, in accordance with Section 138 of the Companies Act, 2013 and Based on the
recommendation of the Audit Committee, the Board considered and approved the appointment of M/s Sharma, Singh &
Mehta, Chartered Accountants, Jaipur, as Internal Auditors of the Company.

? COST AUDITOR & REPORT THEREON

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts
and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s
Rajesh & Company, Cost Accountants (FRN: 000031) of the Company for the financial year 2024-2025.

The Board of Directors, on the recommendations of the Audit Committee has approved re-appointment of M/s Rajesh &
Company, Cost Accountants (FRN: 000031) as Cost Auditors of the Company for conducting cost audit for the financial
year 2024-2025. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost
Auditors for financial year 2025-2026 is provided in the Notice of the ensuing Annual General Meeting.

The Cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and
maintained by the Company.

The Cost Audit Report for the financial year ended March 31, 2025, provided by M/s Rajesh & Company, Cost
Accountants, does not contain any qualification or adverse remarks that require any clarification or explanation.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has comprehensive internal control mechanism and also has in place adequate policies and procedures for
the governance of orderly and efficient conduct of its business, including safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial
information and adherence to the Company’s policies. Internal financial controls not only require the system to be designed
effectively but also to be tested for operating effectiveness periodically.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and
reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and
complexity of operations.

The Internal Control is intended to increase transparency and accountability in an organization’s process of designing and
implementing a system of internal control. The framework requires a company to identify and analyse risks and manage
appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of section 186 of the Act, Details of Investments made and loans given has been disclosed at
Note No. 10, 11 and 18 of the financial statements of the Company. Further, Company has not provided any guarantees or
securities given with respect to any loan in terms of section 186 of the Act, read with the rules issued there under.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All the related party transactions during the year are entered on arm’s length basis and are in compliance with the applicable
provisions of the Companies Act, 2013 and Regulation 23 of Listing Regulations. There are no materially significant related
party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with
the interest of the company at large. All related party transactions are first approved by the Audit Committee and thereafter

placed before the Board for their consideration and approval. A statement of all related party transactions is presented before
the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions,
for its review.

Members may refer to disclosures made in Note No. 35 to Financial Statements in compliance with AS 18.

The Company has formulated a Policy on materiality of Related Party Transactions and the said Policy has been uploaded
on the website of the Company and can be accessed at www.naturalcaffeine.co.in. Further, your Company has an internal
mechanism for the purpose of identification and monitoring of Related Party Transactions.

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

A) Conservation of Energy

Steps taken for conservation: Conservation of energy is a prime focus area and hence various steps were taken at
its manufacturing units to create a sustainable future through reduction of energy footprint and for reduction in non¬
essential loads to conserve power by increasing the production in each run. Company has instructed to its employees
to put off the machines immediately after the use. Further Company is using LED lights and that results into reduction
in energy consumption.

Steps taken for utilizing alternate sources of energy: Company has installed solar power plant as alternate source
of energy in its factory premises.

Capital investment on energy conservation equipment: No major capital investment is being done to conserve
energy. The replacement of the motors and lighting equipment is done on regular basis and the cost of the same is
charged to repair maintenance.

B) Technology Absorption

Efforts made for technology absorption	Nil
Benefits derived	Nil
Expenditure on Research & Development, if any	No major expenses have been incurred on research and development
Details of technology imported, if any	Nil
Year of import	Not Applicable
Whether imported technology fully absorbed	Not Applicable
Areas where absorption of imported technology has not taken place, if any	Not Applicable

C) Foreign exchange earnings and Outgo

Particulars	2024-25 H	2023-24
FOB Value of Export	3,848.25	1,831.02
Gain in Foreign Exchange Fluctuation	161.10	35.82
CIF Value of Import (Raw Materials)	3,997.23	4,560.88
Travelling Expenses	3.80	4.09
Other Manufacturing Expenses	2.58	-
Commission	0.28	-
Sales Promotion Expenses		8.60
Rates and Taxes		0.82

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, during the year under review, there were_no
significant and material orders passed by any Regulator or Court or Tribunal against the company, which may impact the
going concern status or future operations of the company.

CEO AND CFO CERTIFICATION

Pursuant to Regulation 15(2) of the SEBI LODR Regulations, Regulation 17(8) relating to CEO/CFO certification, is not
applicable to companies listed on the SME Exchange,

Accordingly, the provisions of Regulation 17(8) requiring submission of compliance certification from the Chief Executive
Officer and the Chief Financial Officer do not apply to the Company. Hence, no such certificate has been provided for the
year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place "The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013” was notified on December 09, 2013, under the said Act, every Company is required
to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any
women employee.

In terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an "Internal Complaints Committee” for prevention and redressal of sexual harassment at workplace.
The Committee is having requisite members and is chaired by a senior woman member of the organization.

The following is a summary of sexual harassment complaints received and disposed-off during the year 2024-25:

Number of complaints pending at the beginning of the Financial Year	: NIL
Number of complaints received during the Financial Year	: NIL
Number of complaints disposed-off during the Financial Year	: NIL
Number of complaints unsolved at the end of the Financial Year	: NIL
Number of cases pending for more than ninety days	: NIL

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961 are applicable to the Company. However, during the financial year 2024-25,
there were no instances requiring compliance under the said Act. The Company remains committed to adhering to all
applicable labour and welfare legislations.

RISK MANAGEMENT

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks
associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company.
The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully
committed to identify and mitigate the risks in the business.

The Company has developed a very comprehensive Risk Management Policy which is approved by the Board of Directors
in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate
such risks. Under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation,
Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect
shareholders’ value by minimizing threats or losses, and identifying and maximizing opportunities. The Risk Management
Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.
This Policy is available on the Company’s website and can be accessed www.naturalcaffeine.co.in.

DEPOSITS FROM PUBLIC

During the financial year under review, the Company has neither invited nor accepted or renewed any deposit from public,
shareholders or employees and no amount of principal or interest on deposits from public is outstanding as at the Balance
Sheet date in terms of provisions of section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors of the Company have constituted Corporate Social Responsibility
("CSR”) Committee. The Company has framed a CSR Policy, which is available on the website of the Company at
www.naturalcaffeine.co.in. The Policy inter alia briefs the areas in which CSR outlays can be made, objectives, the various
CSR Programs/Projects which can be undertaken, implementation of the said programs and projects, criteria for identification
of the implementing agencies, monitoring and evaluation mechanisms and annual action plan.

The Committee is committed to ensure the social wellbeing of the communities through its CSR initiatives, in alignment with
the Company’s key priorities. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the
initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-III of this report in the
prescribed format of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

INDEPENDENT DIRECTORS

In compliance of Section 149 of Companies Act, 2013, a separate meeting of Independent Directors was held on March 18,
2025 inter alia, to discuss

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

• Review of the performance of the Chairman of the Company taking into account the views of the Executive and Non¬
Executive Directors.

• Assess the quality, content and timeliness of flow of information between the management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.

Attendance of Independent Directors at the meeting held on March 18, 2025 is given hereunder:

Name of Director	Attendance there at
Mr. Manoj Maheshwari	Yes
Mr. Om Prakash Bansal	Yes
Mr. Atul Maheshwari	Yes
Mr. Ved Prakash Sujaka	Yes

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Companies Act, 2013 ("the Act”) read with the Companies (Appointment and Qualifications
of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company
confirming that they meet the ‘criteria of Independence’ as prescribed under Section 149 (6) of the Act and Regulation 16
of the Listing Regulations 2015 have submitted their respective declarations as required. The Independent Directors of your
Company have confirmed that they are not aware of any circumstance or situation, which could impair or impact their ability
to discharge duties with an objective independent judgement and without any external influence.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place
a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the
Familiarisation Programme are available on the website of the Company at www.naturalcaffeine.co.in

COMMITTEES UNDER COMPANIES ACT 2013
• AUDIT COMMITTEE

The Audit Committee is duly constituted in accordance Section 177 of the Companies Act, 2013 read with Rule 6 of the
Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (LODR) Regulation, 2015
as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of
the Companies Act, 2013, and Regulation 18 of the SEBI (LODR) Regulations 2015.

The Audit Committee was constituted on June 14, 2023.

All the members of the committee are financially literate and possess thorough knowledge of accounting principles.
The board has accepted the recommendations of the Audit Committee.

The composition of the Committee and attendance of the members at the meetings of the Committee during the period
under review are as under:

Name of Committee	Designation/		Attendance of the members at the Committee Meetings
Members	Category	01/05/2024	11/06/2024	23/08/2024	06/09/2024	06/01/2025	21/01/2025	05/03/2025
Mr. Ved Prakash Sujaka	Chairman & Non-Executive Independent Director	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Om Prakash Bansal	Member- Non Executive Independent Director	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Amit Kumar Jain	Member- Executive Director	Yes	Yes	Yes	Yes	Yes	Yes	Yes

• NOMINATION AND REMUNERATION COMMITTEE

Company had constituted a Nomination and Remuneration Committee in accordance Section 178 of Companies Act,
2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of
Directors held on March 07, 2025.

The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act 2013 and
Regulation 19 of the SEBI Listing Regulations.

The Nomination and Remuneration Committee reviews and recommends the payment of salaries, commission
and finalizes appointment and other employment conditions of Directors, Key Managerial Personnel and other
Senior Employees.

The brief description of terms of reference of the Nomination and Remuneration Committee, inter alia,
includes the following:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in
accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out
evaluation of every Director’s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and
recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and
other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors
of the quality required to run the Company successfully;

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

c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of
the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board
from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the
Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and
rules made there under.

Name of Committee Members	Designation/ Category	Attendance of the members at the Committee Meetings
		01/05/2024	12/02/2025
Mr. Manoj Maheshwari	Chairman & Non-Executive Independent Director	Yes	Yes
Mr. Om Prakash Bansal	Member- Non Executive Independent Director	Yes	Yes
Mr. Rakesh Kumar*	Member- Non-Executive Independent Director	Yes	No
Mr. Ved Prakash Sujaka**	Member- Non Executive Independent Directors	-	-

*Mr. Rakesh Kumar resigned from the position of Non-Executive Independent Director of the Company with effect from
February 26, 2025

**The Nomination & Remuneration Committee was reconstituted via Board Meeting dated March 07, 2025 and Mr, Ved Prakash
Sujaka was appointed as the member of the committee.

• FINANCE AND OPERATIONS COMMITTEE

Pursuant to the First Provision of Section 179 of the Companies Act, 2013 Company has constituted Finance and
Operations Committee to oversee the matters relating to Finance and Operations of the company and take decisions
on the behalf of the board.

The composition of the Committee and attendance of the members at the meetings of the Committee during the period
under review are as under:

Name of Committee Members	Designation/ Category	Attendance of the members at the Committee Meetings
		12/04/2024	22/07/2024	06/01/2025
Mr. Nemi Chand Jain	Chairman & Executive Director	Yes	Yes	Yes
Mr. Amit Kumar Jain	Member- Executive Director	Yes	Yes	Yes
Mr. Dipak Kumar Jain	Member- Executive Director	Yes	Yes	Yes
Mr. Jai Kumar Jain	Member	Yes	Yes	Yes

• STAKEHOLDERS RELATIONSHIP COMMITTEE

Company has constituted a shareholder / investors grievance committee "Stakeholders’ Relationship Committee” to
redress complaints of the shareholders. The Stakeholders’ Relationship Committee was constituted vide resolution
passed at the meeting of the Board of Directors held on June 14, 2023. The committee was reconstituted by a Meeting
of the Board of Directors held March 07, 2025.

The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act 2013 and Regulation
20 of the SEBI Listing Regulations

The role of the Stakeholders Relationship Committee shall inter-alia include the following:

• Resolving the grievances of the security holders of the Company including complaints related to transfer/
transmission of shares, non-receipts of annual reports, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings, etc.;

• Review of measures taken for effective exercise of voting rights of by shareholders;

• Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar and Share Transfer Agent; and

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipts of dividend warrants/ annual reports/ statutory notices by the shareholders
of the Company.

Name of Committee Members	Designation/ Category	Attendance of the members at the Committee Meetings
		18/03/2025
Mr. Om Prakash Bansal	Chairman & Non-Executive Independent Director	Yes
Mr. Ved Prakash Sujaka	Member- Non Executive Independent Director	Yes
Mr. Rakesh Kumar*	Member- Non Executive Independent Director	N.A.
Mr. Dipak Kumar Jain**	Member- Executive Director	Yes

*Mr. Rakesh Kumar resigned from the position of Non-Executive Independent Director of the Company with effect from February 26, 2025

**The Stakeholders’ Relationship Committee was reconstituted via Board Meeting dated March 07, 2025 and Mr. Dipak Kumar Jain was
appointed as the member of the committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with the provisions of section 135 of the Companies Act, 2013, and Rules made thereunder the Company has
constituted Corporate Social Responsibility Committee. The brief description of terms of reference of the CSR Committee,
inter alia, includes the following:

1. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to
be undertaken by the company in areas or subject, specified in Schedule VII of the Companies Act, 2013;

2. Recommend the amount of expenditure to be incurred on the Corporate Social Responsibility activities;

3. Monitor the Corporate Social Responsibility Policy of the company from time to time.

Composition and Attendance

The Composition of the Committee is in conformity with the provisions of the Companies Act, 2013 and with the Listing
Regulations. The composition of the Committee and attendance of the members at the meetings of the Committee are as under:

The composition of the Committee as on March 31 2025 is given below:

Name of Committee Members	Designation/ Category	Attendance of the members at the Committee Meetings
		06/09/2024
Mr. Nemi Chand Jain	Chairman cum Whole Time Director	Yes
Mr. Amit Kumar Jain	Member- Whole Time Director and CFO	Yes
Mr. Ved Prakash Sujaka	Member- Non Executive Independent Director	Yes

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the Section 177(9) of the Companies Act, 2013 as amended, the company has set up a Direct Touch initiative,
under which all Directors, employees/ business associates have direct access to the Chairman of the Audit Committee for
this purpose. The Company promotes ethical behaviour in all its business activities and in line with the best international
governance practices, company has established a system through which Directors, employees and business associates
may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct without fear
of reprisal. The Whistle-Blower Protection Policy aims to:

• Allow and encourage stakeholders to bring to the Management notice concerns about unethical behaviour, malpractice,
wrongful conduct, actual or suspected fraud or violation of policies.

• Ensure timely and consistent organizational response.

• Build and strengthen a culture of transparency and trust.

• Provide protection against victimization.

The above mechanism has been appropriately communicated within the Company across all levels and has been displayed
on the Company’s intranet as well as on the Company’s website and can be accessed at www.naturalcaffeine.co.in

During the financial year, no whistle blower event was reported and mechanism is functioning well. No personnel have been
denied access to the Audit Committee.

The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints
received under this policy on regular basis. The Committee has, in its report, affirmed that no personnel have been denied
access to the Audit Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the approval given on April 10^th, 2015 by the Central Government to the Secretarial Standards specified by the
Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) came into effect from July 01, 2015. The said standards were further amended w.e.f. October 01, 2017.
The Company is in compliance with the same.

CORPORATE GOVERNANCE

Since the Company’s securities are listed on EMERGE SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as
specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule
V are not applicable to the Company. Hence, Corporate Governance does not form part of this Board’s Report.

PRESENTATION OF FINANCIAL STATEMENT

The financial statements of the Company for the year ended March 31, 2025 have been disclosed as per Division-I of
Schedule III to the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of ‘the Act’ read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure- IV
forming integral part of this report.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding
the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office
of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on
any working day of the Company upto the date of the 35^th Annual General Meeting.

STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither the company has made any application not any other party has made any application under Insolvency and
Bankruptcy Code, 2016 against the company during the financial year 2024-2025.

CODE OF CONDUCT

In this regard the Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance
with the Code of Conduct applicable to the Directors and employees of the Company.

BOARD PERFORMANCE EVALUATION

During the year, annual performance evaluation of the Board and Committees of the Board, individual Directors including
the Chairman of the Board, was carried out as per the criteria and process approved by Nomination and Remuneration
Committee, which is in line with the SEBI Guidance Note on Board Evaluation.

The Board discussed upon the performance evaluation outcome and concluded that they were satisfied with the overall
performance of the Board and Committees of the Board and Directors individually. The Board also assessed the fulfilment
of the independence criteria by the Independent Directors of the Company and their independence from the management
as specified in the Listing Regulations.

The performance evaluation of the Non-Independent Directors and the performance of the Board as a whole was discussed
at the separate meeting of the Independent Directors as well.

PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015 to regulate, monitor and report trading by the Designated Person(s) / and other connected person(s).
The structured digital database of unpublished price sensitive information is maintained with adequate internal controls.

The Company’s Code of practices and procedures for fair disclosure of unpublished price sensitive information is available
at www.naturalcaffeine.co.in.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

The details of Registrar and Share Transfer Agent are as follows:

Name: Cameo Corporate Services Limited
Address: C Subramanian Building 1,

Club House Road, Chennai 600 002,

Website: https://cameoindia.com/

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both
the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
The ISIN allotted to the company is INE0DM401012. In view of the numerous advantages offered by the Depository system,
Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid.

DETAILS OF NON-COMPLIANCE BY THE COMPANY

Company has complied with all the requirements of regulatory authorities. No penalties were imposed on the Company by
any statutory authority on any matter related to capital markets during the last three years.

OTHER DISCLOSURES

Other disclosures with respect to Board’s Report as required under the Companies Act, 2013 and the Rules notified thereunder
are either NIL or NOT APPLICABLE.

ACKNOWLEDGEMENT

Your Board is grateful for the continuous patronage of our valued customers and remains committed to serving their needs
by delivering more style and comfort at every step. Our Board acknowledges and appreciates the relentless efforts by
employees, workmen and staff including the Management headed by the Executive Directors who have all worked together
as a team in achieving a commendable business performance year on year.

Your Board wishes to place on record their appreciation for the co-operation and support received from the Banks, Government
Authorities, Customers, Suppliers, Depositories, Business Associates, Shareholders, Auditors, Financial Institutions and
other individuals/ bodies for their continued co-operation and support.

Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors
of the Company for their great contribution by way of strategic guidance, sharing of knowledge, experience and wisdom,
which helps your Company to take the right decisions in achieving its business goals and to maintain its position as one of
the leading players in the Natural Caffeine, in India and around the world.

By Order Of the Board of Directors
For Shri Ahimsa Naturals Limited

(Formerly known as Shri Ahimsa Mines And Minerals Limited)

Nemi Chand Jain Amit Kumar Jain

Chairman & Managing Director Whole Time Director & CFO

DIN: 00434383 DIN : 00434515

Jaipur, September 03, 2025
Registered Address:

E-94, RIICO Industrial Area Bagru Ext., Bagru, Jaipur-303007, Rajasthan
Contact No. 0141- 2202482,

Email Id: [e-mail],

Website: www.shriahimsa.com,www.naturalcaffeine.co.in
CIN:L14101RJ1990PLC005641

---

Mar 31, 2024

The Directors have pleasure in presenting this 34^th Annual Report on the business and operations of the
Company together with the audited standalone & consolidated financial statements for the financial year
ended on March 31, 2024.

FINANCIAL PERFORMANCE

The Company''s financial performance, for the year ended March 31, 2024 is summarized below:

(Rs. In Lakhs except EPS)

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	7808.16	10412.78	7808.16	10412.78
Less: Excise Duty	(10.47)	(23.98)	(10.47)	(23.98)
Other Income	72.00	218.78	72.00	218.78
Total Revenue	7869.69	10607.58	7869.69	10607.58
Profit/(Loss) before Depreciation, Interest and Tax	2746.03	5222.22	2746.03	5222.22
Less: Interest	(62.06)	(56.54)	(62.06)	(56.54)
Less: Depreciation	(148.59)	(110.17)	(148.59)	(110.17)
Profit before Tax	2535.38	5055.51	2535.38	5055.51
Less: Tax Expenses	(439.88)	(1484.56)	(439.88)	(1484.56)
Net Profit/(Loss) after Tax	2095.50	3570.95	2095.50	3570.95
EPS (Basic & Diluted)	11.44	19.49	11.44	68.21

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

Company is engaged mainly in processing and exporting of Natural Caffeine, Green Coffee Bean extract
and trading of Herbal Extract. During the financial year Turnover of the Company decreased by 25.81%
and Net Profit by 41.32%

that is, refined, processed and packaged at our unit. Our caffeine is used in manufacturing energy drinks,
"cola" drinks, caffeinated water, sports drinks, and nutritional health & food supplements. In addition to
this, Caffeine is broadly used in drug & medicine industry as a stimulating component that releases
muscles and promotes blood circulation.

Apart from Natural Caffeine Company also deals in the following products

GREEN COFFEE BEAN EXTRACT / CHLOROGENIC ACID: Green Coffee beans extract is obtained from the
unroated green coffee seeds. The unroasted seeds are soaked and then concentrated to create the extract.
Green coffee beans have a higher level of chlorogenic acid compared to regular, roasted coffee beans. The
reputation of green coffee bean extract has increased in recent years due to its range of health benefits. It
has won people over through its ability to ease digestion and boost weight loss efforts. Its antioxidant
and weight loss benefits are mostly derived from the component extracted from it called Chlorogenic
Acid.

Herbal Items - Company is also engaged into trading of Herbal Extracts.

This has been an exceptional year for the company where the company has recorded its highest ever
turnover. The revenue from operations was significantly increased to Rs. 104.21 Crores as compared to
Rs.58.04 Crores of the previous financial year. The company has earned Net Profit After Tax (PAT) of
Rs.35.70 Crores as compared to Rs. 11.26 Crores in previous financial year. There is an increase of
79.55% and 217.05% in revenue from operation and net PAT respectively as compared to previous
financial year.

Company is planning to increase its production capacity by establishing new plant with the capacity of_

ton per annum. For this purpose, company has formed a wholly owned subsidiary in the name of Shri
Ahimsa Healthcare Private Limited. Company has purchased land for the proposed plant and has also
finalized various vendors for establishment of plant. Land development work is under progress. The
estimated cost of the project is about Rs.70 crores. Till now company has invested about Rs.824 Lacs in
the new project out of the internal accruals.

CHANGE IN NATURE OF BUSINESS

There has been no change in the business activities of the company during the financial year.

DIVIDEND

Considering the future expansion plans the Company has not recommended any dividend for the
Financial Year 2023-24.

AMOUNTS TRANSFERRED TO RESERVES

Your Board doesn''t propose to transfer any amount to General Reserve in terms of Section 134 (3) (J) of
the Companies Act, 2013 for the financial year ended on March 31, 2024.

MATERIAL CHANGES AND COMMITMENTS

After the closure of the financial year, Company has issued and allotted 804000 Equity Shares in the duly
conveyed Board Meeting and after obtaining requisite approvals from the Shareholders in the duly
conveyed Extra Ordinary General Meeting pursuant to the provisions of Section 42 and 62 of the
Companies Act, 2013. After considering the same the revised Capital Structure as on signing of this
Report i.e. August 23, 2024 as detailed below:

S. No.	Particulars	Type of Share	No. of Shares	Amount Per Share	T otal Amount (in Lakhs)
1.	Authorized Share Capital	Equity	2,50,00,000	10	2500.00
2.	Issued Share Capital	Equity	1,91,26,500	10	1912.65
3.	Subscribed Share Capital	Equity	1,91,26,500	10	1912.65
4.	Paid Up Share Capital	Equity	1,91,26,500	10	1912.65

Apart from the above, In pursuance to section 134(3) (L) of the Act , no material changes and
commitments have occurred after the closure of the financial year to which the financial statements
relate till the date of this report, affecting the financial position of the Company.

CHANGES IN CAPITAL STRUCTURE

Board of Directors of Company in their meeting on February 06, 2024 recommended issue of 13087500
Bonus shares in the ration 5:2 (5 bonus equity shares for every 2 existing shares) @ face value of Rs. 10/-
and got approved the same in the duly conveyed Extra Ordinary General Meeting held on March 01, 2024
and same was allotted on March 23, 2024.

Considering the same the revised capital structure of the company is as under.

The Capital Structure of the Company as on March 31 2024 is detailed below:

S. No.	Particulars	Type of Share	No. of Shares	Amount Per Share	T otal Amount (in Lakhs)
1.	Authorized Share Capital	Equity	2,50,00,000	10	2500.00
2.	Issued Share Capital	Equity	1,83,22,500	10	1832.25
3.	Subscribed Share Capital	Equity	1,83,22,500	10	1832.25
4.	Paid Up Share Capital	Equity	1,83,22,500	10	1832.25

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2023 is available on the Company''s website on www.naturalcaffeine.co.in.

CREDIT RATING

CRISIL vide its letter dated February 16, 2024 has given rating of BBB/Stable to the company for the
various credit facilities obtained by the Company.

Further, the company has been regular in making principal and interest repayments to the Banks and
financial institutions.

LISTING OF EQUITY SHARES

The equity shares of the Company are not listed on any stock exchange.

INFORMATION ABOUT IOINT VENTURE/ SUBSIDIARY/ AND ASSOCIATE COMPANY
Subsidiary Company

Name	CIN	Type
Shri Ahimsa Healthcare Private Limited	U24230RJ2022PTC084000	Wholly Owned Subsidiary

Company has prepared Consolidated Financial Statements which forms part of this Annual Report. A
separate statement containing salient features of the financial statements of the Company''s Subsidiaries
in prescribed form AOC-1 is annexed as Annexure-I to this report. The audited financial statements
including the consolidated financial statements of the Company and all other documents required to be
attached thereto is available on the Company''s website i.e, www.naturalcaffeine.co.in. The financial
statements of the Subsidiary Company also is available on the Company''s website i.e.
www.naturalcaffeine.co. These documents will also be available for inspection on all working days,
during business hours, at the Registered Office of the Company. The Company is already having a policy
for determining material subsidiaries and the same is available on Company''s website at the web link i.e.
www.naturalcaffeine.co.in.

Joint Venture and Associate Company

During the year under review, The company does not have any Joint Venture and Associate Company.

TRANSFER OF UNCLAIMED/ UNPAID DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Pursuant to sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) there
was no unclaimed/ unpaid dividend, hence the company is not required to transfer any amount to Fund.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays crucial role in overseeing how the management serves the short and long term interests
of shareholders and other stakeholders. This belief is reflected in our governance practices, under which
we strive to maintain an effective, informed and independent Board of Directors and keep our
governance practices under continuous review.

Your Company has an optimum combination of board of directors.

As on March 31, 2024, the total Board strength comprises of 8 (Eight) Directors including 4 (four)
Independent Directors and 1 (one) Women Director.

Directors & KMP Details

S.	Name	Designation	Category	DIN/ PAN
No.
1.	Mr. Nemi Chand Jain	Chairman and Managing Director	Promoter and Executive	00434383
2.	Mr. Amit Kumar Jain	Whole Time Director &	Promoter and Executive	00434515
		CFO
3.	Mrs. Sumitra Jain	Director	Promoter and Non¬ Executive	00614391
4.	Mr. Dipak Kumar Jain	Whole Time Director	Non Promoter and Executive	01217721
5.	Mr. Manoj Maheshwari	Director	Independent and Non¬ Executive	00004668
6.	Mr. Om Prakash Bansal	Director	Independent and Non¬ Executive	00440540
7.	Mr. Rakesh Kumar	Director	Independent and Non¬ Executive	03172592
8.	Mr. Ved Prakash Sujaka	Director	Independent and Non¬ Executive	07988348
9.	Mrs. Aayushi Jain	Company Secretary & Compliance Officer		BBZPJ5190D

During the period under review the following changes have occurred in the constitution of Board of
Directors of the company:

A) RETIRE BY ROTATION

• In accordance with the provisions of Articles of Association of the Company, read with Section
152 of the Act, Mrs. Sumitra Jain, Director of the company, whose office is liable to retire at the
ensuing Annual General Meeting, being eligible, seeks reappointment. Based on the
recommendation of the Nomination and Remuneration Committee, the Board recommends her
reappointment.

B) APPOINTMENT/ RE-APPOINTMENT OF KMP

• On September 30, 2023, Members of the Company in accordance with the provisions of Section
196, 197 read with Rule 8 of The Companies (Meetings of Board and its Powers) Rules, 2014, The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Schedule V
and all other applicable provisions of the Companies Act, 2013, has approved appointment of Mr.
Dipak Kumar Jain (DIN: 01217721) as Whole Time Director of the Company for the period of
Three consecutive years effective from August 01, 2023 to July 31, 2026.

• On September 30, 2023, Members of the Company in accordance with the provisions of Section
196, 197 read with Rule 8 of The Companies (Meetings of Board and its Powers) Rules, 2014, The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Schedule V
and all other applicable provisions of the Companies Act, 2013, has approved appointment of Mrs.
Sumitra Jain (DIN: 00614391) as Whole Time Director of the Company for the period of Three
consecutive years effective from April 01, 2024 to March 31, 2027.

C) RESIGNATION OF KMP

• On February 29, 2024, Mrs. Sumitra Jain has step down from the post of Whole Time Director and
transition to the position of Director within the company. After considering the same, She
has been re-designated as Non-Executive Director of the Company.

MEETINGS OF THE BOARD OF DIRECTORS

Dates for the Board Meetings are decided well in advance and communicated to the Directors. The
Agenda along with the explanatory notes are sent in advance to the Directors. Additional meetings of the
Board to address specific needs of the Company are held as and when deemed necessary by the Board. In
case of any exigency/ emergency, resolutions are passed by circulation.

The intervening period between two Board meetings is well within the maximum gap as prescribed
under Companies Act, 2013 and Secretarial Standard 1 issued by ICSI. The Board periodically reviews
compliance of all laws applicable to the Company. Steps are taken by the Company to rectify instances of
non-compliance, if any. The date of the Board meetings and attendance of Directors there at are as
follows:

Date of Board Meetings	Name of the Directors and Attendance there at
	Nemi Chand Jain	Amit Kumar Jain	Sumitra Jain	Dipak Kumar Jain	Manoj Maheshwari	Om Prakash Bansal	Rakesh Kumar	Ved Prakash Sujaka
14/06/2023
19/06/2023

11/08/2023	?	?	?	?	?	?	?	?
25/08/2023	?	?	?	?	?	?	?	?
31/08/2023	?	?	?	?	?	?	?	?
15/09/2023	?	?	?	?	X	?	X	?
15/12/2023	?	?	?	?	X	?	X	?
17/01/2024	?	?	?	?	X	?	X	?
06/02/2024	?	?	?	?	X	?	X	?
29/02/2024	?	?	?	?	X	?	X	?
23/03/2024	?	?	?	?	X	?	X	?

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company
confirms that-

1. In the preparation of the annual accounts, the applicable accounting standards have been
followed with proper explanations relating to material departures;

2. 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 and loss of the
company for that period;

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

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

5. The directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;

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

AUDITORS AND REPORT THEREON

? STATUTORY AUDITORS & REPORT THEREON

Pursuant to the section 139 of the Companies Act, 2013, M/s Jain Vinod and Company, Chartered
Accountants, Jaipur (Registration No. 005420C) were Re-appointed as the Statutory Auditors of the
Company for a term of five years, from the conclusion of Twenty Ninth Annual General Meeting of the
company till the conclusion of Thirty Fourth Annual General Meeting of the company. Accordingly, the
term of Jain Vinod and Company would be completed upon the conclusion of this Annual General Meeting
of the company.

The Board of Directors, after considering the recommendations of the Audit Committee, has
recommended the appointment of M/s Ummed Jain & Co., Chartered Accountants (FRN 119250W) as the
Statutory Auditors of the Company from the conclusion of this Annual General Meeting to the Conclusion
of 49th Annual General Meeting.

The Company has received an eligibility certificate cum consent letter from M/s M/s Ummed Jain & Co.,
Chartered Accountants, to the effect that the appointment, if made, would be in accordance with limits
specified under section 141 of the Companies Act, 2013.

A resolution proposing their appointment, from the conclusion of this Annual General Meeting till the
conclusion of the Thirty Ninth Annual General Meeting of the Company, at a remuneration to be fixed by
the Audit Committee and/or Board of Directors and billed progressively, is submitted at the Annual
General Meeting for approval of the members. The Board recommends the appointment of M/s Ummed
Jain & Co., Chartered Accountants as the Statutory Auditors, for approval of the members.

Furthermore, M/s. Jain Vinod and Company, Chartered Accountants, have submitted their Report on the
Financial Statements of the Company for the Financial Year 2023-24, which forms part of the Annual
Report 2023-24.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the
Auditors in their Audit Reports that may call for any explanation from the Directors.

As per sub section 12 of section 143 of the Act during the financial year no fraud was reported by the
Auditor of the Company in their Audit Report.(to be appointed by the company in the ensuing AGM and
to be confirmed by the company).

Details of the Auditor''s qualified opinion along with the comments and Reply of board of directors
relating to observations made in Auditors'' report

S.NO.	Auditor''s qualified opinion along with the comments	Reply of board of directors relating to observations made in Auditors'' report
1.	We draw your attention to Note No. 37 of the standalone financial statements regarding purchases of agricultural land and payment of advance of Rs. 21,00,000/- respectively for such purchases, as more fully described in the said Note. We are unable to make any further comment in this regard in absence of agreement/Conveyance Deed in favour of the Company.	The advance is given for purchase of land with verbal agreement on account of urgency to block the deal.
2.	We draw your attention to Note No. 38 of the standalone financial statements regarding accounting of Insurance Claim which is fully described in the said note	in the opinion of the management of the Company approval of insurance claim is reasonably certain therefore, Insurance claim of Rs. 58.49 Lacs has been accounted for and has been shown as "Insurance claim Receivable" in Schedule 17 in the Financial Statement of the Company.

? SECRETARIAL AUDITOR & REPORT THEREON

Company is not required to appoint Secretarial Auditor in terms of Section 204 of the Companies Act
2013 for the Financial Year 2023-2024.

? INTERNAL AUDITOR & REPORT THEREON

Company is not required to appoint Internal Auditor in terms of Section 138 of the Companies Act 2013
for the Financial Year 2023-2024.

? COST AUDITOR & REPORT THEREON

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained
the accounts and cost records, as specified by the Central Government. Such cost accounts and records
are subject to audit by M/s Rajesh & Company, Cost Accountants (FRN: 000031) of the Company for the
Financial Year 2023-2024.

The Board of Directors, on the recommendations of the Audit Committee has approved re-appointment
of M/s Rajesh & Company, Cost Accountants (FRN: 000031) as Cost Auditors of the Company for
conducting cost audit for the Financial Year 2023-2024. A resolution seeking approval of the
Shareholders for ratifying the remuneration payable to the Cost Auditors for Financial Year 2024-2025 is
provided in the Notice of the ensuing Annual General Meeting.

The Cost accounts and records as required to be maintained under section 148 (1) of the Act are duly
made and maintained by the Company.

The Cost Audit Report for the financial year ended March 31, 2024, provided by M/s Rajesh & Company,
Cost Accountants, does not contain any qualification or adverse remarks that require any clarification or
explanation.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has comprehensive internal control mechanism and also has in place adequate policies and
procedures for the governance of orderly and efficient conduct of its business, including safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial information and adherence to the Company''s policies.
Internal financial controls not only require the system to be designed effectively but also to be tested for
operating effectiveness periodically.

The Board is of the opinion that internal financial controls with reference to the financial statements
were tested and reported adequate and operating effectively. The internal financial controls are
commensurate with the size, scale and complexity of operations.

The Internal Control is intended to increase transparency and accountability in an organization''s process
of designing and implementing a system of internal control. The framework requires a company to
identify and analyze risks and manage appropriate responses. The Company has successfully laid down
the framework and ensured its effectiveness.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of section 186 of the Act, Details of Investments made and loans given has
been disclosed at Note No.11 and 12 of the Financial Statements of the Company. Further, Company has
not provided any guarantees or securities given with respect to any loan in terms of section 186 of the
Act, read with the rules issued there under.

TRANSACTIONS WITH THE RELATED PARTIES

During the financial year ended March 31, 2024, all the transactions with the Related Parties as defined
under section 188 the Act read with rules framed there-under were in the ''ordinary course of business''
and ''at arm''s length'' basis.

During the year under review, the Company did not enter into any Related Party Transactions which
require prior approval of the Members. All Related Party Transactions of your Company had prior
requisite approval and were periodically reviewed by the board. During the year under review, there has
been no materially significant Related Party Transactions having potential conflict with the interest of the
Company.

There are no particulars of material contracts or arrangements with related parties referred in section
188(1) of the Act. Necessary disclosures required under the AS-18 have been made in Note No. 34 of the
Notes to the Financial Statements for the year ended March 31, 2024.

The Company has formulated a Policy on materiality of Related Party Transactions and the said Policy
has been uploaded on the website of the Company and can be accessed at website of the company.
Further, your Company has an internal mechanism for the purpose of identification and monitoring of
Related Party Transactions.

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

A) Conservation of Energy

Steps taken for conservation: Conservation of energy is a prime focus area and hence various steps
were taken at its manufacturing units to create a sustainable future through reduction of energy footprint
and for reduction in non-essential loads to conserve power by increasing the production in each run.
Company has instructed to its employees to put off the machines immediately after the use. Further
Company is using LED lights and that results into reduction in energy consumption.

Steps taken for utilizing alternate sources of energy: Company is considering to use solar power as
alternate source of energy.

Capital investment on energy conservation equipment: No major capital investment is being done to
conserve energy. The replacement of the motors and lighting equipment is done on regular basis and the
cost of the same is charges to repair maintenance.

B) Technology Absorption

Efforts made for technology absorption	Nil
Benefits derived	Nil
Expenditure on Research & Development, if any	No major expenses has been incurred on research and development
Details of technology imported, if any	Nil
Year of import	Not Applicable
Whether imported technology fully absorbed	Not Applicable
Areas where absorption of imported technology has not taken place, if any	Not Applicable

C) Foreign exchange earnings and Outgo ( Figures in Lakhs)

Particulars	2023-24	2022-23
FOB Value of Export	1831.02	5285.40
Gain in Foreign Exchange Fluctuation	35.82	201.89
CIF Value of Import	4560.88	3660.50
Travelling Expenses	NIL	1.52
Sales Promotion Expenses	8.60	NIL
Rates and Taxes Expenses	0.82	NIL
Commission Expenses	0.94	0.42

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, during the year under review,
there were no significant and material orders passed by any Regulator or Court or Tribunal against the
company, which may impact the going concern status or future operations of the company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place “The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on December 09, 2013, under
the said Act, every Company is required to set up an Internal Complaints Committee to look into
complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has adopted a Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at the Workplace.

Company has formed an “Internal Complaints Committee” for prevention and redressal of sexual
harassment at workplace. The Committee is having requisite members and is chaired by a senior woman
member of the organization. During the financial year 2023-2024, no complaint has been received by the
members of the committee. Hence, no complaint is pending at the end of the financial year.

RISK MANAGEMENT

The Company has developed a very comprehensive Risk Management Policy under which all key risk and
mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and
Management of the risk evaluated and reported. The objective of the policy is to create and protect
shareholders'' value by minimizing threats or losses, and identifying and maximizing opportunities. The
Risk Management Policy defines the risk management approach across the enterprise at various levels
including documentation and reporting. This Policy is available on the Company''s website and can be
accessed www.naturalcaffeine.co.in.

DEPOSITS FROM PUBLIC

During the financial year under review, the Company has neither invited nor accepted or renewed any
deposit from public, shareholders or employees and no amount of principal or interest on deposits from
public is outstanding as at the Balance Sheet date in terms of provisions of section 73 to 76 of the Act
read with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of section 135 of the Companies Act, 2013, and Rules made there
company has well framed CSR policy. The Company''s CSR policy aims at excellence through service to
local communities wherein the Company operates with the involvement of employees. The focus areas
for CSR are Healthcare, Education, Women Empowerment and Sustainability.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure: II of this report in
the prescribed format of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

INDEPENDENT DIRECTORS

In compliance of Section 149 of Companies Act, 2013, a separate meeting of Independent Directors was
held on 23/03/2024 inter alia, to discuss

a. Review of the performance of Non-Independent Directors and the Board of Directors as a whole.

b. Review of the performance of the Chairman of the Company taking into account the views of the
Executive and Non-Executive Directors.

c. Assess the quality, content and timeliness of flow of information between the management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

Attendance of Independent Directors at the meeting held on 23/03/2024 is given hereunder:

Name of Director	Attendance there at
Mr. Manoj Maheshwari	?
Mr. Om Prakash Bansal	?
Mr. Rakesh Kumar	?
Mr. Ved Prakash Sujaka	?

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the
criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules
issued thereunder.

It is to be further noted that and per the provisions of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 (as amended from time to time), every Independent Director
appointed in the company required to clear the online proficiency self-assessment test conducted by the
institute within a period of two years from the date of inclusion of his name in the data bank, failing
which, his name shall stand removed from the databank of the Institute. In accordance to the said, all the
Independent Directors of the company have registered their name as Independent Directors in Database
of IICA and have cleared the said online proficiency self-assessment test.

The terms & conditions for the appointment of Independent Directors are given on the website of the
Company.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties. The Independent Directors have also
confirmed that they have complied with the Company''s code of conduct prescribed in Schedule IV to the
Companies Act, 2013.

COMMITTEES UNDER COMPANIES ACT 2013
• AUDIT COMMITTEE

Pursuant to the Provision of Section 177 of the Companies Act, 2013 Company has constituted Audit
Committee in the duly conveyed Board Meeting held on June 14, 2023. Audit Committee comprises of two
Non-Executive Independent Directors and One Executive Director and is constituted in accordance with
the requirements of the Companies Act 2013. All the members of the committee are financially literate
and possess thorough knowledge of accounting principles. The board has accepted the recommendations
of the Audit Committee.

The composition of the Committee and attendance of the members at the meetings of the Committee are
as under:

Name of Committee Members	Designation/ Category	Attendance of the members at the Committee Meetings
		19/06/2023	31/08/2023	23/03/2024
Mr. Ved Prakash Sujaka	Chairman & Non¬ Executive Independent Director	Yes	Yes	Yes
Mr. Om Prakash Bansal	Member- Non Executive Independent Director	Yes	Yes	Yes
Mr. Amit Kumar Jain	Member- Executive Director	Yes	Yes	Yes

• NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the Provision of Section 178 of the Companies Act, 2013 Company has constituted
Nomination and Remuneration Committee in the duly conveyed Board Meeting held on June 14, 2023.
Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors and
is constituted in accordance with the requirements of the Companies Act 2013.

The Nomination and Remuneration Committee reviews and recommends the payment of salaries,
commission and finalizes appointment and other employment conditions of Directors, Key Managerial
Personnel and other Senior Employees.

The brief description of terms of reference of the Nomination and Remuneration Committee, inter alia,
includes the following:

1. To identify persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their appointment
and removal and shall carry out evaluation of every Director''s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a
Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key
Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run the Company successfully;

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

c. remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by
the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes
to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions
of the Act and rules made there under.

The composition of the Committee and attendance of the members at the meetings of the Committee are
as under:

Name of Committee Members	Designation/ Category	Attendance of the members at the Committee Meetings
		11/082023	31/08/2023
Mr. Manoj Maheshwari	Chairman & Non-Executive Independent Director	Yes	Yes
Mr. Om Prakash Bansal	Member- Non Executive Independent Director	Yes	Yes
Mr. Rakesh Kumar	Member- Non-Executive Independent Director	Yes	Yes

FINANCE AND OPERATIONS COMMITTEE

Pursuant to the First Provision of Section 179 of the Companies Act, 2013 Company has constituted
Finance and Operations Committee to oversee the matters relating to Finance and Operations of the
company and take decisions on the behalf of the board.

The composition of the Committee and attendance of the members at the meetings of the Committee are
as under:

Name of Committee Members	Designation/ Category	Attendance of the members at the Committee Meetings
		20/06/2023	17/01/2024	01/02/2024
Mr. Nemi Chand Jain	Chairman & Executive Director	Yes	Yes	Yes
Mr. Amit Kumar Jain	Member- Executive Director	Yes	Yes	Yes
Mr. Dipak Kumar Jain	Member- Executive Director	Yes	Yes	Yes
Mr. Jai Kumar Jain	Member	Yes	Yes	Yes

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the Provision of Section 178 (5) of the Companies Act, 2013 Company has constituted
Stakeholders Relationship Committee in the duly conveyed Board Meeting held on June 14, 2023.

The role of the Stakeholders Relationship Committee shall inter-alia include the following:

• Resolving the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipts of annual reports, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings, etc.;

• Review of measures taken for effective exercise of voting rights of by shareholders;

• Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar and Share Transfer Agent; and

• Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipts of dividend warrants/ annual
reports/ statutory notices by the shareholders of the Company.

The composition of the Committee and attendance of the members at the meetings of the Committee are
as under:

Name of Committee Members	Designation/ Category	Attendance of the members at the Committee Meetings 23/03/2024
Mr. Om Prakash Bansal	Chairman & Non-Executive Independent Director	Yes
Mr. Rakesh Kumar	Member- Non Executive Independent Director	Yes
Mr. Dipak Kumar Jain	Member- Executive Director	Yes

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with the provisions of section 135 of the Companies Act, 2013, and Rules made thereunder
the Company has constituted Corporate Social Responsibility Committee. The brief description of terms
of reference of the CSR Committee, inter alia, includes the following:

1. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall
indicate the activities to be undertaken by the company in areas or subject, specified in Schedule
VII of the Companies Act, 2013;

2. Recommend the amount of expenditure to be incurred on the Corporate Social Responsibility
activities;

3. Monitor the Corporate Social Responsibility Policy of the company from time to time.
Composition and Attendance

The Composition of the Committee is in conformity the provisions of the Companies Act, 2013 and with
the Listing Regulations. The composition of the Committee and attendance of the members at the
meetings of the Committee are as under:

The composition of the Committee as on 31^st March 2024 is given below:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Nemi Chand Jain	Chairman	Chairman cum Whole Time Director
Mr. Amit Jain	Member	Whole Time Director and CFO
Mr. Dipak Kumar Jain	Member	Director

1. During the Financial year 2023-24 company held 1 Meeting of the Committee.

S. No.		Date of Meeting			Board Strength			No. of Directors Present
1.	11/08/2023			3			3

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the Section 177(9) of the Companies Act, 2013 as amended, the company has set up a Direct
Touch initiative, under which all Directors, employees/ business associates have direct access to the
Chairman of the Audit Committee for this purpose. The Company promotes ethical behavior in all its
business activities and in line with the best international governance practices, GPL has established a
system through which Directors, employees and business associates may report unethical behavior,
malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal.
The Whistle-Blower Protection Policy aims to:

• Allow and encourage stakeholders to bring to the Management notice concerns about unethical
behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.

• Ensure timely and consistent organizational response.

• Build and strengthen a culture of transparency and trust.

• Provide protection against victimization.

The above mechanism has been appropriately communicated within the Company across all levels and
has been displayed on the Company''s intranet as well as on the Company''s website and can be accessed
at www.naturalcaffeine.co.in.

During the financial year, no whistle blower event was reported and mechanism is functioning well. No
personnel have been denied access to the Audit Committee.

The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the
status of complaints received under this policy on regular basis. The Committee has, in its report,
affirmed that no personnel have been denied access to the Audit Committee.

SECRETARIAL STANDARDS

Pursuant to the approval given on 10^th April 2015 by the Central Government to the Secretarial
Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015.
The said standards were further amended w.e.f. 1 October 2017. The Company is in compliance with the
same.

PRESENTATION OF FINANCIAL STATEMENT

The financial statements of the Company for the year ended March 31, 2024 have been disclosed as per
Division-I of Schedule III to the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The disclosure as required under the provisions of section 197 of the Act read with rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of
employees of the company will be provided upon request. In terms of first proviso to section 136(1) of
the Act, the annual report and accounts excluding the aforesaid information are being sent to the
shareholders and others entitled thereto. The said information is available for inspection by the
shareholders at the registered office of the company during business hours on working days of the
company up to the date of ensuing annual general meeting. Any shareholder interested in obtaining a
copy thereof may also write to the company secretary of the company.

STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither the company has made any application not any other party has made any application under
Insolvency and Bankruptcy Code, 2016 against the company during the financial year 2023-2024.

CODE OF CONDUCT

In this regard the Directors, Key Managerial Personnel and senior management of the Company have
confirmed compliance with the Code of Conduct applicable to the Directors and employees of the
Company.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established
connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). The ISIN allotted to the company is INE0DM401012. In view
of the numerous advantages offered by the Depository system, Members are requested to avail the
facility of dematerialization of shares with either of the Depositories as aforesaid.

DETAILS OF NON-COMPLIANCE BY THE COMPANY

Company has complied with all the requirements of regulatory authorities. No penalties/strictures were
imposed on the Company by any statutory authority on any matter related to capital markets during the
last three years.

OTHER DISCLOSURES

Other disclosures with respect to Board''s Report as required under the Companies Act, 2013 and the
Rules notified thereunder are either NIL or NOT APPLICABLE.

ACKNOWLEDGEMENT

Your Board is grateful for the continuous patronage of our valued customers and remains committed to
serving their needs by delivering more style and comfort at every step. Our Board acknowledges and

appreciates the relentless efforts by employees, workmen and staff including the Management headed by
the Executive Directors who have all worked together as a team in achieving a commendable business
performance year on year.

Your Board wishes to place on record their appreciation for the co-operation and support received from
the Banks, Government Authorities, Customers, Suppliers, NSDL, CDSL, Business Associates,
Shareholders, Auditors, Financial Institutions and other individuals/ bodies for their continued co¬
operation and support.

Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-
Executive Directors of the Company for their great contribution by way of strategic guidance, sharing of
knowledge, experience and wisdom, which helps your Company to take the right decisions in achieving
its business goals and to maintain its position as one of the leading players in the Ramming Mass
industry, in India and around the world.

By Order Of the Board of Directors
For Shri Ahimsa Naturals Limited

[Formerly known as Shri Ahimsa Mines And Minerals Limited)

Nemi Chand Jain Amit Kumar Jain

Chairman & Managing Director Whole Time Director & CFO

DIN: 00434383 DIN :00434515

Place: Jaipur
Date: August 23,

2024

Registered Address:

E-94, RIIC0 Industrial Area Bagru Ext., Bagru, Jaipur-303007, Rajasthan
Contact No. 0141- 2202482,

Email Id: [e-mail], Website: www.shriahimsa.com
CIN:U14101RJ1990PLC005641