Add-Shop E-Retail Ltd Management Discussions

A. Overview of the Indian Economy:

The global economy showed more resilience than expected in 2023-24 despite the after-effects of the prolonged Russia-Ukraine conflict, though the growth outlook remained weak. Despite the cost-of-living crisis in several countries, sharp currency devaluations a nd a spike in commodity prices driven largely by the attacks on container ships in the Red Sea, the global economy grew by 3.1% in 2023. With deflation and steady growth, IMF stated that the likelihood of a hard landing has receded, and risks to global growth are broadly balanced. While faster deflation could lead to further easing of financial conditions on the one hand, new commodity price spikes from geopolitical shocks like the Red Sea conflict and resultant supply chain disruptions could prolong tight monetary conditions. In its World Economic Outlook released in January 2024, the IMF stated that the worlds economy would match 2023s growth of 3.1% in 2024 and rise to 3.2% in 2025. Global headline inflation is expected to fall to 5.8% in 2024 and 4.4% in 2025.

B. Outlook:

Your Company is making all efforts to accelerate the growth of its business. In spite of the market risk faced by your Company, your directors are optimistic about the future prospects of the Company. The company is taking appropriate steps to keep the costs under control. The outlook for the current year remains positive with the new strategic partnership that the company are proposing in the coming years.

C. Industry structure and development:

Several structural factors are likely to contribute to economic growth in the long run. These include favorable demographics, reducing dependency ratio, rapidly rising education levels, steady urbanization, growing young & working population, IT revolution, increasing penetration of mobile & internet infrastructure, increasing aspirations and affordability etc. The growth of the Ayurvedic products market was driven by the rising popularity of natural and organic medicines, in confluence with the growing awareness regarding the benefits of these medicines among the consumers.

Moreover, the improving accessibility of Ayurvedic products in both urban as well as rural regions further invigorated the sectors growth. Penetration of some Ayurvedic products increased significantly during the year with a growing number of young consumers adopting this time-tested remedy to build their immunity. The market for herbal products has increased. The huge marketing and promotional activities by the herbal companies and rising awareness about benefits of using herbal products has accelerated the size of the industry.

With the economic environment becoming uncertain, not only are consumers more thoughtful about their consumption but also more conscious of their savings and investments. The consumption priorities are also driven by the health and safety concerns and the other behavioral changes adopted because of the pandemic.

The Indian Government has undertaken deep structural and sustained reforms to strengthen the healthcare sector and has also announced conducive policies for encouraging FDI. The Aatmanirbhar Bharat Abhiyaan packages include several short-term and longer-term measures for the health system, including Production-Linked Incentive (PLI) schemes for boosting domestic manufacturing of pharmaceuticals and medical devices. Additionally, India is working towards becoming a hub for spiritual and wellness tourism, as the country has much to offer in Ayurveda and Yoga.

Indias medium to long term growth and its positive impact on private consumption will be determined by inter-play of demographics, urbanization and policy reforms. Young population, women workforce, growing middle class and nuclearization will be some of the growth drivers in this growth.

D. Opportunities and Threats:

Your company is facing competition in Indian as well as overseas market, but we have an edge over others with our quality and timely execution of sales. The dynamic business conditions increased competition from new competitors is major concern for the growth of the industry. The Company is contributing positively in the same and providing the best trading and distribution to the customers. Areas in which you can make improvements to our products, provide better services to our customers, expand into new markets, or edge out some of our competitors. Our opportunities are often informed by our strengths and weaknesses.

E. Segment-wise or Product-wise performance:

The Company is primarily engaged in single segment i.e Herbal , Ayurvedic and Agro Commodity.

The Turnover of the Company for the Financial Year 2023-24 is Rs. 20306.29 Lakhs.

F. Future Outlook:

The Company presents the analysis of the Company for the year 2023-24 & its outlook for the future. This outlook is based on assessment of the current business environment. It may vary due to future economic & other developments, both in India and abroad.

G. Internal control systems and their adequacy:

The Company has taken adequate preventive and precautionary measures to overcome all negative factors responsible for low trend to ensure steady growth.

H. Discussion on financial performance with respect to operational performance:

The financial performance of the Company for the Financial Year 2023-24 is described in the Directors Report of the Company.

I. Material developments in Human Resources / Industrial Relations front including number of people employed:

The cordial employer - employee relationship also continued during the year under the review.

The Company has continued to give special attention to human resources.

J. MATERIAL FINANCIAL AND COMMERCIAL TRANSACTIONS:

The above developments during the year has unlocked the immense potential in the performance and the outlook of the company. Such Events pose as a positive benchmark through which the company aims to achieve its goals and carve out a revamped roadmap for the future.

K. KEY FINANCIAL RATIOS:

In accordance with the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2018 (Amendment) Regulations, 2018, the Company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in Key sector-specific financial ratios. In this regard, the Company has no significant changes in any key sector-specific financial ratios to report.

L. HUMAN RESOURCES:

These statements are based on certain assumptions and expectations of future events. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company operations include global and domestic demand supply conditions, Government regulations, tax regimes, economic developments and other factors such as litigation and business relations.

M. Caution Statement:

Statements made in the Management Discussion and Analysis describing the various parts may be "forward looking statement" within the meaning of applicable securities laws and regulations. The actual results may differ from those expectations depending upon the economic conditions, changes in Government. Regulations and amendments in tax laws and other internal and external factors.

FORM NO. AOC - 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis.

All contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are at arms length basis.

2. Details of material contracts or arrangements or transactions at Arms length basis.

(Amount in Lakhs)

Name (s) of the related party	Nature of relationship	Nature of contracts/ arrangements / transaction	Duration of the contracts / arrangem ents/ transacti on	Salient terms of the contracts or arrangements or transaction including the value, if any	Date of approva l by the Board, if any	Amount paid as advanc es, if any
Dada Organics Limited	Company, in which a director, manager or his relative is a partner	Sales / Purchase Transactions	1st April, 2023 to 31st March, 2024	Rs 8,795.63	per As note below	As per note below
Dadaji Lifescience Private Limited	Company, in which a director, manager or his relative is a partner	Sales / Purchase Transactions	1st April, 2023 to 31st March, 2024	Rs 455.78	As per note below	As per note below
Dadaji Lifescience Private Limited	Company, in which a director, manager or his relative is a partner	Unsecured Loan taken	1st April, 2023 to 31st March, 2024	Rs 1,528	As per note below	As per note below

Note: Appropriate approvals have been taken for related party transactions wherever necessary. No amount was paid in advance.

ANNEXURE-IV TO THE DIRECTORS REPORT

MANAGERIAL REMUNERATION

1. Details pertaining to remuneration 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:

The percentage increase in remuneration of each Director, Chief Financial Oficer and Company Secretary during the Financial Year 2023-24 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2023-24 is as under: (Rs in Lakhs)

Sr. No Name of Director/KMP and its Designation	Designation of Director/KMP	Remuneration to the Director/KMP for the Financial Year 2023-24	Percentage increase/ decrease in remuneration in the Financial Year 2023-24	Ratio of Remuneration of each Director to the Median Remuneration of Employees
1 Dineshbhai Bhanushankar Pandya	Managing & Executive Director	1,20,00,000/-	-	-
2. Jayshree Dineshbhai Pandya	Non-Executive Non- Independent Director	-	-	-
3. Shraddha Dev Pandya1	Executive Director		-	-
4. Maharshi Jigar Pandya 1	Executive Director		-	-
5. Jitendra Pradipbhai Parmar 2	Non-Executive Independent Director	27000/-	-	-
6. Jaikishan Vasdev Wadhwani1	Non-Executive Independent Director	27,000/-	-	-
7. Dhrumil Rameshkumar Gokani1	Non-Executive Independent Director	27,000/-	-	-
8. Manish Shrichand Bachani2	Non-Executive Independent Director	27,000/-	-	--
9. Pradipkumar Harjibhai Lathiya	Chief Financial oficer		-
10. Dhaval Sureshkumar Raychura	Company Secretary	1,60,000/-

*Notes:

1 Ms. Shraddha Dev Pandya, Ms. Maharshi Jigar Pandya were appointed as Executive Directors on 6^th November,2023 and Mr. Jaikishan Vasdev Wadhwani, Mr. Dhrumil Rameshkumar Gokani were appointed as Non- Executive, Independent Directors on 6^th November, 2023.

2 Mr. Jitendra Pradipbhai Parmar and Mr. Manish Shrichand Bachani were appointed as Non- Executive, Independent Directors on 28^th February,2024.

*Remuneration mentioned above is for full year. For this purpose, sitting fees paid to the Non-Executive Independent director has not been considered as remuneration.

2. In the Financial Year, there was Increase of 10% in the median remuneration of employees.

3. There were 15 permanent employees on the rolls of Company as on March 31, 2024.

4. There was increase of 10% in average percentage in the salaries of employees other than the managerial personnel in the last inancial year i.e. 2023-24 and whereas the increase in average percentage in the managerial remuneration for the same inancial year was 20 %. Increase in remuneration of managerial personnel is due to increase in variable pay linked to pro itability of the Company. The criteria for remuneration of managerial personnel is based on the remuneration policy as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors and as per industry benchmarks.

5. It is hereby af irmed that the remuneration paid is as per the Remuneration Policy of the Company