DIRECTORS' REPORT

The Board of Directors is delighted to present the 36^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, 2026.

FINANCIAL PERFORMANCE:

Key financial highlights of the standalone and consolidated financial statements for the financial year ended March 31, 2026,
are summarised as under:

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

During the financial year, the Company continued its focus on the extraction and manufacturing of Natural Caffeine Anhydrous,
Green Coffee Bean Extract, Crude Caffeine and various botanical extracts, catering primarily to the food and beverages,
nutraceuticals and cosmetics industries. The Company continued to maintain a strong international presence and served
customers across various global markets.

The Company recorded a consolidated revenue from operations of ' 12,332.10 lakh during FY 2025-26 as against ' 9,580.61
lakh during FY 2024-25. EBITDA (excluding Other Income) increased to ' 3,584.54 lakh from ' 3,041.25 lakh, while Profit after
Tax increased to ' 2,910.71 lakh from ' 2,189.91 lakh during the corresponding period. The net worth of the Company as at
March 31, 2026 stood at ' 19,332.89 lakh.

The Company continues to have a positive long-term outlook, supported by increasing demand for natural caffeine in
functional beverages, nutraceutical and wellness products. The Company intends to strengthen its manufacturing capabilities,
expand its customer base and geographical presence, enhance its product portfolio and continue investments in research,
development, process efficiency and technology.

The Company is also focusing on increasing sales volumes through capacity expansion, better utilisation of existing facilities
and cross-selling opportunities across its product portfolio. The Company remains focused on strengthening its position in
the natural caffeine and botanical extracts segments while pursuing sustainable long-term growth.

The Company is also establishing in-house decaffeination capabilities with capacity of 200 MT to manufacture crude caffeine
from multiple sources, including tea waste, this is expected to reduce dependence on external suppliers, strengthen raw
material security and improve control over key inputs. The initiative is also expected to support cost competitiveness, better
capacity utilisation and greater integration across the natural caffeine value chain. The Company is strengthening its presence
in botanical extracts through the development and marketing of higher value botanical products. This initiative is expected
to diversify revenue streams, improve product mix and create additional cross-selling opportunities with existing customers

The Company, through its wholly owned subsidiary in the name of Shri Ahimsa Healthcare Private Limited is establishing new
manufacturing plant at Sawarda, Jaipur, Rajasthan. Along with the Caffeine Anhydrous Natural, Green Coffee Bean Extract,
the upcoming plant is designed to have fungible capacity, whereby it will also be used towards in house manufacturing of
botanical extracts along with other products. This will create in-house capabilities for enrichment of GCE into higher Purity.
It will also enhanced Automation & Operational Excellence for High efficiency and consistency. The new plan will create
capacity for backward Integration through inhouse crude caffeine production from tea, coffee and related waste streams.
This will strengthen raw material supply security, improve cost competitiveness, and enhancing value creation across the
manufacturing chain. The expansion is expected to provide greater flexibility in production and support the Company’s ability
to address evolving customer requirements and market

The plant will have the capacity of 700 MT per annum in respect of Caffeine Anhydrous Natural, 300 MT per annum of Green
Coffee Bean Extract and 200 MT per annum of Crude Caffeine. The total investment in the project shall be approx. ' 130
Crores and the same shall be funded out of the IPO proceeds, Issue of Preferential Shares, Term Loan from Bank and from
Internal Accruals of the Company. The work of the construction of building and erection of the plant is under progress , most
of the machines have been ordered, and trial production is expected to start by March 2027.

CHANGE IN THE NATURE OF BUSINESS

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

DIVIDEND

In view of the Company’s ongoing expansion plans the Company has not recommended any dividend for the
financial year 2025-26.

AMOUNTS TRANSFERRED TO RESERVES

Your Board does not 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, 2026.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2026, the Company witnessed changes in its capital structure pursuant to a
preferential issue approved by the Members of the Company at the Extraordinary General Meeting held on November 26, 2025.

Pursuant to the aforesaid approval and in accordance with the applicable provisions of the Companies Act, 2013 and the
rules made thereunder, as well as the relevant provisions of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, as applicable, the Company, on January 13, 2026, allotted 1,00,800 (One Lakh
Eight Hundred) Equity Shares of face value ' 10/- each at an issue price of ' 227/- per equity share (including premium) on
a preferential basis.

Further, on January 13, 2026, the Company also allotted 13,34,400 (Thirteen Lakh Thirty-Four Thousand Four Hundred)
Warrants on a preferential basis, each carrying a right to subscribe to and be converted into or exchanged for one Equity
Share of face value ' 10/- each at an issue price of ' 227/- per warrant, in accordance with the terms and conditions of the
issue and applicable laws.

During the financial year, the Company received in-principle approval from National Stock Exchange of India Limited (NSE)
for the listing of 1,00,800 Equity Shares vide its letter dated February 20, 2026. Subsequently, NSE granted final approval for
the listing and trading of the said Equity Shares vide its letter dated February 26, 2026.

Subsequent to the close of the financial year, the Company, on May 12, 2026, allotted 3,77,600 Equity Shares of face value
' 10/- each at an issue price of ' 227/- per share pursuant to the conversion of warrants issued on a preferential basis.
Consequently, the paid-up equity share capital of the Company stood increased to that extent. Further, as on date of this
board report, listing and trading approval with respect to 377600 Equity Shares is under processing.

The details of the allotment are as follows:

Pursuant to the aforesaid allotments, 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

Post March 31, 2026, the Company has enhanced its existing working capital facilities with Canara Bank from ' 15.00 Crore
to ' 35.00 Crore. Apart from the this, 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.

STATEMENT OF DEVIATION OR VARIATION IN UTILISATION OF FUNDS

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of
utilisation of funds raised by the Company are as under:

* Company has allotted 13,34,400 warrants convertible into equity shares of the Company, having a Face Value of ' 10/- (Rupees Ten Only)
each at a price of ' 227/- (Rupees Two Hundred and Twenty Seven only) per warrant (“Warrant Exercise Price”) on January 13, 2026 and has
received 25% of the issue price per warrant as upfront payment (“Warrant Subscription Price”) aggregating to ' 7.57 Crore.

INFORMATION ABOUT JOINT VENTURE, SUBSIDIARY AND ASSOCIATE COMPANY
SUBSIDIARY COMPANY

The Company does not have any associate or joint venture Company within the meaning of 2(6) of the Companies Act, 2013.
The Company has 1 (One) subsidiary company as defined under Section 2(87) of the Companies Act, 2013.

The Consolidated Financial Statements of the Company, prepared in accordance with the applicable provisions, form part
of this Annual Report. In compliance with the requirements of the Companies Act, 2013, a statement containing the salient
features of the financial statements of the Company’s subsidiary in Form AOC-1 is annexed as Annexure II.

The audited standalone and consolidated financial statements of the Company, together with the relevant documents, are
available on the Company’s website at www.naturalcaffeine.co.in. The audited financial statements of the subsidiary company
are also hosted on the website and are available for inspection at the Registered Office of the Company during business
hours on all working days.

The Company maintains a Policy for Determining Material Subsidiaries in accordance with applicable regulations, and the
same is available on www.naturalcaffeine.co.in

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, 2026 is available on the
website of the Company at www.naturalcaffeine.co.in.

CREDIT RATING

CRISIL vide its letter dated May 07, 2025 has given rating of BBB/Stable to the company for the various credit facilities
obtained by the Company.

Currently, the company is having only Cash Credit/Overdraft facility from Bank and the company’s account with the bank is
regular in nature and there has been no default in repayment of principal or payment of 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”)

During the financial year under review, there was no amount required to be transferred to the Investor Education and Protection
Fund ("IEPF”) in accordance with Sections 124 and 125 of the Companies Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays a vital role in overseeing the management’s actions to ensure the protection and enhancement of the long¬
term interests of shareholders and other stakeholders. The Company is committed to maintaining an effective, informed and
independent Board and to continuously strengthening its corporate governance practices.

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors.
As on the March 31, 2026, 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).

A) RETIRE BY ROTATION

I n accordance with the provisions of Articles of Association of the Company, read with Section 152 of the Act,
Mr. Nemi Chand Jain (DIN : 00434383), Director of the Company, whose office is liable to retire at the ensuing Annual
General Meeting, being eligible, offers himself for re-appointment. Based on the recommendation of the Nomination
and Remuneration Committee, the Board recommends his reappointment.

B) APPOINTMENT/ RE-APPOINTMENT OF DIRECTOR

During the financial year under review, there was no appointment or re-appointment of any Director on the Board
of the Company.

C) RESIGNATION OF DIRECTOR

During the financial year under review, there was no resignation of any Director from the Board of the Company.
The Board is pleased to note the continued guidance and support of all its Directors and places on record its sincere
appreciation for their valuable contributions towards the growth and governance of the Company.

MEETINGS OF THE BOARD OF DIRECTORS

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, to the best of their knowledge and belief, hereby confirm that-

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

1. 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 of the company for that period;

2. 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;

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

4. 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;

5. 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:

As per 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”) assists the Board in identifying and recommending individuals
qualified to be appointed as Directors, Key Managerial Personnel and Senior Management Personnel, having regard to
their qualifications, expertise, experience and integrity. The NRC also evaluates the composition of the Board to ensure an
appropriate balance of skills, experience and diversity.

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, the Board has adopted a Nomination and
Remuneration Policy which lays down the criteria for appointment, remuneration, evaluation, qualifications, positive attributes
and independence of Directors, as well as matters relating to Key Managerial Personnel and Senior Management Personnel.

The Nomination and Remuneration Policy is available on the Company’s website at www.naturalcaffeine.co.in.

AUDITORS AND REPORT THEREON

? STATUTORY AUDITORS & REPORT THEREON.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Members of the Company had approved
the appointment of M/s Ummed Jain & Co., Chartered Accountants (Firm Registration No. 119250W), as the Statutory
Auditors of the Company to hold office until the conclusion of the 39^th Annual General Meeting of the Company.

The auditors have confirmed that they are not disqualified from being re-appointed as statutory auditors of the Company.
As per section 143 (12) 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, 2026. 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 Annual Report.

The Statutory Auditors’ Report on the financial statements of the Company for the financial year ended March 31, 2026
does not contain any qualification, reservation, adverse remark or disclaimer.

? SECRETARIAL AUDITOR & REPORT THEREON

Pursuant to Section 204(1) of the Companies Act, 2013 and based on the recommendation of the Audit Committee,
the Members of the Company had approved the appointment of M/s ARMS & Associates LLP, Company Secretaries,
Jaipur, as the 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.

The Secretarial Audit Report issued in Form No. MR-3 forms an integral part of this Report and is annexed herewith
as Annexure III

? INTERNAL AUDITOR & REPORT THEREON

Pursuant to Section 138 of the Companies Act, 2013 and based on the recommendation of the Audit Committee, the
Board had approved the appointment of M/s Sharma, Singh & Mehta, Chartered Accountants, Jaipur, as the Internal
Auditors of the Company to conduct internal audit of the Company.

The said appointment was made on the recommendation of the Audit Committee to further strengthen the internal
control and risk management framework 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 2025-2026.

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 2026-2027. 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, 2026, 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 the internal financial controls with reference to the financial statements have been tested
and are adequate and operating effectively. These controls are commensurate with the size, scale, and complexity of the
Company’s operations.

The internal control framework is designed to enhance transparency and accountability in the design and implementation
of internal control systems. It enables the Company to identify, assess, and manage risks through appropriate mitigation
measures. The Company has established a robust framework and ensures its continued effectiveness.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of section 186 of the Act, Details of Investments made and loans granted and Corporate Guarantee
provided by the Company has been disclosed at Note No. 12, 13 and 33 of the Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions undertaken by the Company during the year were conducted on an arm’s length basis and
are in compliance with the provisions of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. During the year, the Company did not enter into any materially significant
transactions with Promoters, Directors, or Key Managerial Personnel that could potentially result in a conflict with the interests
of the Company. Further, a statement of all related party transactions was placed before the Audit Committee on a quarterly
basis and thereafter before the Board for its review.

Members may refer to disclosures made in Note No. 36 to Financial Statements in compliance with AS 18.

The Company has formulated a Policy on materiality of Related Party Transactions, which is available on its website at
www.naturalcaffeine.co.in. The Company also has in place an internal mechanism for the identification and monitoring of
related party transactions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOA) Conservation of Energy

Steps were undertaken at the Company’s manufacturing units with a focus on energy conservation and sustainability,
aimed at reducing the overall energy footprint and minimizing non-essential loads by optimizing production runs.
The Company continues to promote energy conservation through employee awareness initiatives to switch off machines
to avoid unnecessary power consumption. Further, the Company has adopted energy-efficient LED lighting systems,
resulting in reduced energy consumption.

Further the Company has installed a solar power plant at its factory premises as an alternative source of energy to
promote sustainable operations and reduce dependence on conventional power sources.

No material capital expenditure has been incurred towards energy conservation. The replacement of motors and lighting
equipment is carried out on a regular basis, and the related costs are charged to repairs and maintenance.

B) Technology Absorption

C) Foreign exchange earnings and Outgo

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

In terms of Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, during the year under review, no significant or material
orders were passed by any regulator, court, or tribunal against the Company that could impact its going concern status or
future operations.

CEO AND CFO CERTIFICATION

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation
17(8) relating to CEO/CFO certification is not applicable to companies listed on the SME Exchange.

Accordingly, the requirement of submission of a compliance certificate from the Chief Executive Officer and the Chief
Financial Officer does not apply to the Company, and 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 the workplace, 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 constitute an Internal Complaints Committee to address complaints relating to sexual harassment of women employees
at the workplace.

In compliance with the provisions of the said Act, the Company has adopted a Policy on Prevention, Prohibition and Redressal
of Sexual Harassment at the Workplace.

Further, the Company has constituted an "Internal Complaints Committee” for the prevention and redressal of complaints
relating to sexual harassment at the workplace. The Committee comprises requisite members and is chaired by a senior
woman employee of the organization.

The followina is a summary of sexual harassment complaints received and disposed-off durina the year 2025-26:

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 2025-26,
no instances arose requiring compliance under the said Act.

The Company remains committed to complying with all applicable labour and welfare legislations and ensuring adherence
to statutory requirements in letter and spirit.

RISK MANAGEMENT

The Company has established a comprehensive risk management framework aimed at identifying various risks associated
with its business operations and implementing appropriate remedial measures to minimize their potential adverse impact.

The Company recognizes that risk assessment and mitigation is a continuous process and remains committed to proactively
identifying, evaluating, and managing risks to safeguard its business interests.

The Company has formulated a comprehensive Risk Management Policy, duly approved by the Board of Directors in
accordance with the applicable Listing Regulations, to identify, monitor, and manage business risks and to implement
appropriate measures for their mitigation.

The Policy provides for a structured approach comprising three stages, namely risk assessment/evaluation, risk reporting,
and management of identified and reported risks. It aims to create and protect shareholders’ value by minimizing threats or
losses while identifying and maximizing opportunities.

The Risk Management Policy defines the enterprise-wide risk management framework across various levels, including
documentation and reporting mechanisms. The Policy is available on the Company’s website at www.naturalcaffeine.co.in.

DEPOSITS FROM PUBLIC

During the financial year under review, the Company has neither invited nor accepted nor renewed any deposits from the
public, shareholders, or employees. Further, no amount of principal or interest on deposits from the public is outstanding as
at the Balance Sheet date in terms of Sections 73 to 76 of the Companies Act, 2013 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 the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility
("CSR”) Committee.

The Company has also framed a CSR Policy, which is available on its website at www.naturalcaffeine.co.in.

The Policy, inter alia, outlines the areas of CSR expenditure, objectives, and the CSR programmes/projects that may be
undertaken, along with the implementation framework.

It further sets out the criteria for identifying implementing agencies, monitoring and evaluation mechanisms, and the annual
action plan for CSR activities.

A brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, along with the CSR initiatives undertaken
during the year, is set out in Annexure-IV of this Report in the prescribed format under 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 January 13,
2026 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 January 13, 2026 is given hereunder

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors)
Rules, 2014, the Company has received declarations from all Independent Directors confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors have further confirmed that they are not aware of any circumstances or situations that could
impair or impact their ability to discharge their duties with independent and objective judgment, free from external influence.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has implemented a Familiarisation Programme for Independent Directors.

The Programme is designed to acquaint the Independent Directors with the Company, their roles, rights and responsibilities,
the nature of the industry in which the Company operates, and its business model, among other aspects.

The details of the Familiarisation Programme are available on the Company’s website 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.

• NOMINATION AND REMUNERATION COMMITTEE

Company had constituted a Nomination and Remuneration Committee in accordance Section 178 of Companies Act,
2013. The re-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.

• FINANCE AND OPERATIONS COMMITTEE

Pursuant to the first proviso to Section 179 of the Companies Act, 2013, the Board of Directors has constituted a Finance
and Operations Committee to oversee matters relating to the finance and operations of the Company and to exercise
such powers and functions as may be delegated by the Board from time to time.

The composition of the Committee and the attendance of its members at the meetings held during the year under review
are provided below:

STAKEHOLDERS RELATIONSHIP COMMITTEE

• The Company has constituted a Stakeholders’ Relationship Committee to address and resolve grievances of
shareholders and investors. The Committee was reconstituted by the Board at its meeting held on March 07, 2025.

• The Stakeholders’ Relationship Committee is constituted in compliance with the requirements of Section 178
of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

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.

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

I n compliance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, the
Company has constituted a Corporate Social Responsibility ("CSR”) Committee.

The broad terms of reference of the CSR Committee, inter alia, include the following:

• 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;

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

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

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 2026 is given below:

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Mechanism (Vigil Mechanism) in compliance with the applicable provisions
of Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The mechanism provides adequate safeguards against victimisation of whistle blowers and enables directors, employees,
and other stakeholders to report concerns through designated channels. During the year under review, the Company affirms
that no person was denied access to the Audit Committee and that the mechanism operated effectively.

The Whistle-Blower Protection Policy strives towards:

• 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.

The Audit Committee periodically reviews the adequacy and effectiveness of the mechanism, including the status of
complaints, if any, received under the Policy. The Committee has also confirmed that no person has been denied access to
the Audit Committee under the vigil mechanism framework.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, namely Secretarial Standard-1 on Meetings of the Board
of Directors (SS-1) and Secretarial Standard-2 on General Meetings (SS-2), issued by the Institute of Company Secretaries
of India (ICSI). The Company has established adequate systems and processes to ensure compliance with the aforesaid
Secretarial Standards, and such systems were adequate and operated effectively during the financial year under review.

CORPORATE GOVERNANCE

The Company, being listed on the SME Exchange, is eligible to claim exemption under Regulation 15(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the provisions relating to Corporate Governance
specified under Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, read with Para C, D
and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company.

PRESENTATION OF FINANCIAL STATEMENT

The financial statements of the Company for the year ended March 31, 2026 have been prepared in accordance with
Schedule III to the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other particulars as required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith
as Annexure-V and form an integral part of this Report.

In terms of the first proviso to Section 136 of the Companies Act, 2013, 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 desirous of obtaining the same may write to the Company Secretary at
the Registered Office of the Company. The said information is also available for inspection by the Members at the Registered
Office of the Company on any working day of the Company up to the date of the 36^th Annual General Meeting.

STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither the Company has made any application nor has any other party made any application against the Company under
the Insolvency and Bankruptcy Code, 2016 during the financial year 2025-26

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, the annual performance evaluation of the Board, its Committees, individual Directors, and the Chairman
of the Board was carried out in accordance with the criteria and process approved by the Nomination and Remuneration
Committee, and in line with the SEBI Guidance Note on Board Evaluation.

The Board discussed the outcome of the performance evaluation and expressed satisfaction with the overall performance of
the Board, its Committees, and the Directors individually. The Board also assessed the fulfilment of the independence criteria
by the Independent Directors and confirmed their independence from management, as prescribed under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

PREVENTION OF INSIDER TRADING

The Company has adopted 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 Designated Persons and other connected
persons. The Company also maintains a structured digital database of Unpublished Price Sensitive Information 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 traded in electronic form, and the Company has established connectivity with both
depositories, namely National Securities Depository Limited (National Securities Depository Limited) and Central Depository
Services (India) Limited (Central Depository Services (India) Limited). The ISIN allotted to the Company is INE0DM401012.
In view of the benefits offered by the depository system, members are requested to avail the facility of dematerialisation of
shares with either of the depositories.

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 required to be made in the Board’s Report under the Companies Act, 2013 and the rules made thereunder
are either NIL or Not Applicable.

ACKNOWLEDGEMENT

Your Board places on record its sincere appreciation for the continued trust and support of its valued customers, which has
been instrumental in the Company’s sustained growth. The Board remains committed to further strengthening this relationship
by consistently delivering quality, value, and service excellence.

The Board also expresses its gratitude to all employees, workmen, and staff members, along with the management led by
the Executive Directors, for their dedicated efforts, teamwork, and commitment, which have contributed significantly to the
Company’s consistent performance and achievements.

The Board further acknowledges and appreciates the support received from banks, government authorities, suppliers,
customers, depositories, business associates, shareholders, auditors, financial institutions, and other stakeholders. The Board
also records its sincere appreciation for the Independent and Non-Executive Directors for their invaluable guidance, wisdom,
and strategic insights, which continue to strengthen the Company’s governance and support its long-term growth objectives.

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

Nemi Chand Jain Amit Kumar Jain

Chairman and Managing Director Whole Time Director & CFO

DIN:00434383 DIN :00434515

Jaipur, August 17, 2026
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.comwww.naturalcaffeine.co.in
CIN: L14101RJ1990PLC005641