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)

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:

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:

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

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

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:

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

? 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

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

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:

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:

• 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:

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:

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:

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:

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

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: info@shriahimsa.com, Website: www.shriahimsa.com
CIN:U14101RJ1990PLC005641