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Company Information

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SHRI AHIMSA NATURALS LTD.

28 January 2026 | 12:00

Industry >> Chemicals - Organic - Others

Select Another Company

ISIN No INE0DM401012 BSE Code / NSE Code / Book Value (Rs.) 72.10 Face Value 10.00
Bookclosure 52Week High 280 EPS 9.35 P/E 25.89
Market Cap. 567.03 Cr. 52Week Low 127 P/BV / Div Yield (%) 3.36 / 0.00 Market Lot 1,200.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Board of Directors is delighted to present the 35th 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

Ý

Ý

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
Ý FY 2024 Ý 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

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

N.A.

01/05/2024

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

N.A.

11/06/2024

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

N.A.

18/07/2024

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

N.A.

01/08/2024

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

N.A.

14/08/2024

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

N.A.

23/08/2024

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

N.A.

06/09/2024

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

N.A.

07-09-2024

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

Ý/

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

Ý/

Ý/

Ý/

Ý/

X

X

X

X

N.A.

06/01/2025

Ý/

Ý/

Ý/

Ý/

X

Ý/

X

Ý/

N.A.

21/01/2025

Ý/

Ý/

Ý/

Ý/

X

Ý/

X

Ý/

N.A.

12/02/2025

Ý/

Ý/

Ý/

Ý/

X

X

X

X

N.A.

07/03/2025

Ý/

Ý/

X

Ý/

X

X

N.A.

X

X

17/03/2025

Ý/

Ý/

Ý/

Ý/

X

X

N.A.

Ý/

X

18/03/2025

Ý/

Ý/

Ý/

Ý/

X

X

N.A.

Ý/

X

24/03/2025

Ý/

Ý/

Ý/

Ý/

X

X

N.A.

Ý/

X

28/03/2025

Ý/

Ý/

Ý/

Ý/

X

X

N.A.

Ý/

X

29/03/2025

Ý/

Ý/

Ý/

Ý/

X

X

N.A.

Ý/

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 39th 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 10th, 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 35th 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: info@shriahimsa.com,

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