Nutricircle Ltd Directors Report

During the year under review, your company has made total turnover of Rs. 270.48 Lakhs as compared
to previous year of Rs. 283.65 Lakhs decreased by 4.65% and Other Income of Rs. 0.56 Lakhs as
compared to previous year of Rs. 1.88 Lakhs decreased by 70.21%. Further, the Profit Before Tax of Rs.
12.09 Lakhs as compared to previous year of Rs. (124.80) Lakhs has been increased slightly.

The Financial Statements for the year ended March 31, 2025 have been prepared in accordance with
Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of Companies Act, 2013, (the Act) and other relevant provisions of
the Act. There are no material departures from the prescribed norms stipulated by the accounting
standards in preparation of the annual accounts.

Management evaluates all recently issued or revised accounting standards on an on-going concern
basis. The Company discloses Financial Results on a quarterly basis, which are subject to Limited
Review and publishes Audited Financial Results on an annual basis.

During the year under review, no amount has been transferred to the general reserve of the
Company.

For the Financial Year 2024-25, based on the Companys performance, the Board of Directors does
not recommended any dividend.

There was no change in the nature of business of the Company during the year. The company is
mainly into the business of Plant Protein and Plants nutrition based products.

6. INCREASE IN ISSUED. SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL :

During the financial year under review, there was no change in Authorized Share Capital. Further there
was increasing in Paid up capital by 97,28,220 Equity Shares by way of Preferential Issue.

At the beginning of the year:

Authorize Share Capital of 1,40,00,000 (in words One Crore Forty Lakhs) Equity Shares of Rs. 10/- each
amounting to 14,00,00,000/- (Fourteen Crores) and Paid Up Capital 2,71,780 (in words Two Lakhs
Seventy One Thousand Seven Hundred and Eighty Rupees only) Equity Shares of Rs. 10/- each
amounting to Rs. 27,17,800/- (Twenty Seven Lakhs Seventeen Thousand Eight Hundred only)

At the End of the Year:

Authorize Share Capital of 1,40,00,000 (in words One Crore Forty Lakhs) Equity Shares of Rs. 10/- each
amounting to 14,00,00,000/- (Fourteen Crores) and Paid Up Capital 1,00,00,000 (One Crore) Equity
Shares of Rs. 10/- each amounting to Rs. 10,00,00,000 (Ten Crore only)

*During the year under review the Company has issued and allot 97,28,220 equity shares to promoter
and Directors (including PACs) and public and 11,00,000 convertible warrants into equity shares of
face value of Rs. 10/- each at an issue price of Rs. 10 /- each and received In-principal approval on 2^nd
December, 2024. The company has allotted 97,28,220 Equity shares on 5^th December, 2024 and
received Listing approval on 13^th January, 2025. The trading approval for these shares was granted on
dated 25^th February, 2025 and these shares were under lock -in till 31^st July, 2025.

The Companys equity shares are listed the BSE Stock Exchange;

"BSE Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400001, Maharashtra, India."

The Company does not have any Subsidiary, Associates or Joint Venture Companies. Hence, clause is not
applicable.

During the Financial Year under review, the Company has not changed its name.

Composition:

The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained success
and effective governance. In alignment with the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the
composition of the Board reflects an optimal mix of Executive and Non-Executive Directors.

The Board comprises individuals with a wide spectrum of expertise, including industry knowledge,
financial acumen, legal insight, and operational experience. The Directors also bring in diverse regional,
cultural, and geographical perspectives, which contribute meaningfully to informed decision-making
and help maintain the Companys strategic edge in a competitive environment.

As of March 31, 2025, the Board consisted of Five (5) Directors, following are as follow;

Change in Directorship during the year;

1. Mr. Chandra Sheker Jadhav (DIN: 01495009] appointed as an Additional Director (Executive
Wholetime Director] on board as on 13^th June 2024. Further, he was appointed/regularized as director
as well as Whole Time Director in the 31^st Annual general Meeting held on 10^th September 2024 for the
period of three years ended on 12th June, 2027.

2. Mrs. Sanghamitra Sarangi (DIN: 08536750] appointed as an Additional Independent Director on
board on 14^th August, 2024. Further, she was appointed/regularized as Independent Director in the 31^st
Annual general Meeting held on 10^th September 2024 for the period of Five years ended on 13^th August,
2029.

3. Mr. Nitin Arvin Oza (DIN: 03198502] appointed as an Additional Director (Non-Executive
Independent Director] of the Company as on 13^th February 2025. Further, He was
appointed/regularized as Independent Director in Extra-Ordinary General Meeting held on 29^th April
2025 for the period of five years i.e. till 12^th February, 2030.

Directors retiring by rotation

Pursuant to section 152 of the Companies Act 2013 and Regulation 36 SEBI (LODR] Regulations 2015
read with Secretarial Standard-2 on General Meetings the relevant rules made thereunder, Mr. Chandra
Sheker Jadhav (DIN: 01495009], Whole Time Director is liable to retire by rotation at the ensuing
Annual General Meeting ("AGM"] and being eligible, and has sought re-appointment.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has
recommended their re-appointment and the matter is being placed for seeking approval of members at
the ensuing Annual General Meeting of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in
Section 164(2] of the Companies Act, 2013 and Rule 14(1] of the Companies (Appointment and
Qualification of Directors] Rules, 2014.

Key Managerial Personnel

There has no change in Key Managerial Personnel. Mrs. Daljeet Kaur, Company secretary and Mr. Sunil
Kumar Agarwal, Chief Financial Officer.

Statement on Declaration given by Independent Directors:

The Company has Three Independent Directors, namely Mrs. Sushama Anuj Yadav, Mr. Nitin Arvin Oza,
Mrs. Sanghamitra Sarangi. Each of them has submitted the requisite declarations under Section 149(7)
of the Act, affirming that they meet the criteria of independence as outlined in Section 149(6) of the Act
and Regulation 16(1) (b) of the SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have
further confirmed that they are not aware of any circumstances or situations that could impair their
independence or affect their ability to exercise objective judgment free from external influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after
conducting a thorough assessment of their accuracy. The Independent Directors have also affirmed
compliance with the provisions of Schedule IV of the Act (Code for Independent Directors) and the
Companys Code of Conduct. There has been no change in the status or circumstances that would affect
their designation as Independent Directors during the reporting period.

Additionally, the Company has received confirmation from all Independent Directors regarding their
registration in the Independent Directors databank, maintained by the Indian Institute of Corporate
Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014.

(x) Policy on Material Subsidiary

22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

There was no material changes and commitments have occurred between the end of the
Companys financial year of the Company to which the financial statements relate and the date of
the report which may affect the financial position of the Company or its status as a "Going
Concern".

The Company has in place a robust internal control system, commensurate with the size, scale, and
complexity of its operations. These controls are supported by well-documented policies and
standard operating procedures that govern key business processes. The internal control
framework is designed to ensure the orderly and efficient conduct of business, including adherence
to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and timely preparation of reliable financial information.

In compliance with Section 138 of the Act and the applicable provisions of the SEBI Listing
Regulations, the Company has established a structured Internal Audit function. The scope,
authority, and functioning of the internal audit are defined and reviewed periodically by the Audit
Committee. Internal audits are conducted at regular intervals to assess the effectiveness of
operational and financial controls and to provide assurance on the design and operating
effectiveness of internal systems.

The internal audits during the year focused on key functional areas such as inventory management,
stock, Human Resources, IT systems, and operational efficiency. The audit findings were presented

to the Audit Committee on a quarterly basis, along with managements responses and action plans.
Follow-up mechanisms are in place to ensure the timely implementation of corrective measures.

The internal and operational audit responsibilities are assigned to Mr. Manas Dash, Chartered
Accountant who function independently and report directly to the Audit Committee to ensure
objectivity and transparency in the audit process. The primary focus of their audit activities is to
conduct a comprehensive assessment of business risks, evaluate the effectiveness of internal
controls, and review core business processes for efficiency, compliance, and alignment with
industry best practices.

There is no amount due to be transferred to the IEPF account. Hence, Clause is not applicable.

During the year under review. The Company has entered into any transactions with related parties
therefore, Form AOC-2 has been annexed as "Annexure I" required to furnish pursuant to 188(1)
of the Companies Act 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014.

Your Company has in place a Policy on Related Party Transactions for purpose of identification and
monitoring of Related Party Transactions and is published on the Companys website i.e.
https: //nutricircle.in/

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and the Companys Policy on Materiality and Dealing
with Related Party Transactions, all relevant information pertaining to proposed RPTs including
transaction details, nature of the relationship, commercial rationale, and pricing justification is
submitted for prior review and approval of the Audit Committee.

Additionally, the Company periodically updates its Related Party Transaction policy to incorporate
changes in law and evolving governance best practices.

26. PARTICULARS OF LOANS. GUARANTEES. SECURITIES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as covered
under the provisions of section 186 of the Companies Act, 2013 during the financial year 2024-25.

During the financial year, The Company has not accepted any deposits within the meaning of
Section 73 to 76A of the Companies Act, 2013 of the Act, read with the Rules made thereunder.
Hence, Clause is not applicable.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS
OPERATIONS IN FUTURE:

During the year under review, the Company has received the email dated 13^th December, 2024 from
BSE for payment of SOP Fine for Late submission with requirement of Regulation 33 of SEBI (LODR)
Regulation, 2015 for the Quarter ended September 2024 and the company has paid the fine of Rs.
53,100/- on 13^th December, 2024.

During the year under review, the Company has received the email dated 1^st October, 2024 from BSE
for payment of SOP Fine for Late submission with requirement of Regulation 31 of SEBI (LODR)
Regulation, 2015 for the Quarter ended March 2016 and the company has paid the fine of Rs. 2360/- on
1^st October, 2024.

There are no significant material orders passed by the Regulators / Courts which would impact the
going concern status of the Company and its future operations.

During the year under review, there is no application made or proceedings in the name of the
company under the Insolvency and Bankruptcy Code, 2016.

Your Company remains fully committed to upholding the highest standards of legal compliance and
operational excellence in all aspects of Health, Safety, and Environmental (HSE) management.
During the year under review, the Company continued to focus on energy and water conservation,
enhanced utilization of renewable energy sources, and efforts to minimize waste generation across
operations. These initiatives are in alignment with the Companys broader goals of sustainable
development and environmental stewardship.

The Company recognizes that safety is not a one-time initiative but an ongoing journey of
continuous improvement. Accordingly, it has outlined future plans aimed at further enhancing the
overall workforce well-being, promoting a proactive approach to health and safety, and embedding
a strong safety-first culture throughout all operational sites.

Additionally, your Company reaffirms its commitment to providing a safe, healthy, and secure
working environment across all manufacturing units and office, thereby ensuring a responsible and
people-centric approach to organizational growth.

Your Company is committed to fostering a work environment that upholds the highest standards of
safety, ethics, and legal compliance across all levels of its operations. To this end, a structured Vigil
Mechanism / Whistle blower Policy have been implemented in line with the provisions of the
Companies Act, 2013 and the SEBI (LODR) Regulations 2015.

These mechanisms are designed to enable employees and other stakeholders to confidentially
report concerns regarding actual or suspected misconduct, including unethical behavior, violations
of legal or regulatory requirements, and breaches of the Companys Code of Conduct. The system
ensures that disclosures are handled in a fair, transparent, and secure manner, without fear of
retaliation. Comprehensive information on the Companys Vigil Mechanism and Whistle blower
Policy is provided in the Corporate Governance Report, which forms an integral part of this
Integrated Annual Report. The Policy is also available on the Companys official website i.e.
https: //nutricircle.in/

There were no Complaints received for the financial year ended 31^st March, 2025.

The Company continues to have an effective Risk Management process in place. The Company has
in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed also
discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
Major risks, if any, identified by the business and functions are systematically addressed through
mitigating action on a continuous basis.

As per section 139(2] of the Companies Act, 2013 and the Rules made thereunder, it is mandatory
to rotate the statutory auditors on completion of two terms of five consecutive years and each such
term would require approval of the Members. In line with the requirements of the Companies Act,
2013, Statutory Auditors M/s NSVR & Asscoiates., LLP Chartered Accountants (ICAI Firm
Registration: 008801S/S200060] were appointed as Statutory Auditors of the Company for a
period of five consecutive years at the till the Conclusion of 35th Annual General Meeting of the
Company to be held in the year 2028.

*The Auditors Report on the Financial Statements for the year ended 31^st March 2025 has given
the qualification; that an unsecured loan of Rs. 50.00 lakhs is outstanding from Mr. K. Veersham to
Nutricircle Limited.

During the Year 2017-18 Nutricircle limited has paid Rs 50 Lakhs for Crop Organizer farmer K
Veersham for cultivating certain verities of Crop Quinoa , Jowar and chick pea due to adverse
climate conditions the crops completely damaged with out yield and Mr K Veersham promised to
cultivate further breeds for company in future in compensation to loss but almost company has
negotiating for years and he is not responding and due to sensitivity of the matter of farmers
company is unable to take rigors steps to perform the commitment.

The company has tried to communicate him for confirmation of the receipt but K Veersham is
failed to respond and also company is not in position to recover the advance in any other means .
The company has provided the Auditor the same information but due to lack for confirmation the
auditor qualified the opinion. Company also confirms the same that recovery is certainly not
possible.

Pursuant to the requirements of Section 204 [1] of the Companies Act, 2013 and Rule 9 of
Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, Mrs. Mayuri
Jain from M/s. Jain Mayuri & Associates, Practicing Company Secretaries (Membership No. A41413
and COP. 15664] was appointed to conduct secretarial audit for term of 3 financial years 2025-26
to 2027-28.

The Secretarial Audit Report, provided by the Secretarial Auditor, is annexed as "Annexure-IV"
and forms an integral part of this Report. The observations made in the Report are self-explanatory
and do not warrant any further comments or explanations from the Board. Furthermore, the
Secretarial Auditor has not reported any instances of fraud under Section 143(12] of the
Companies Act, 2013. Accordingly, there are no disclosures required under Section 134(3](ca] of
the Act.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has
reported to the Audit Committee under Section 143(12] of the Companies Act, 2013, any instances
of fraud committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Boards Report.

The Company has followed Indian Accounting Standards (IND AS] issued by the Ministry of
Corporate Affairs in the preparation of its financial statements.

The Company remains steadfast in its commitment to upholding the highest standards of
Corporate Governance, emphasizing transparency, accountability, and ethical business practices in
all aspects of its operations. In accordance with Regulation 34 read with Schedule V of the SEBI
Listing Regulations, a separate report on Corporate Governance has been included as part of this
Integrated Annual Report as Annexure-II.

As on March 31, 2025 the paid up capital of the company is Rs 10,00,00,000 and Net worth is
Rs.5,79,80,599. Since the company falls in the threshold limits prescribed under Regulation 15(2],
the provision relating to Corporate Governance are applicable to company.

""Pursuant to the Regulation 15(2] of the SEBI (LODR], 2015 the provision relating to Corporate
Governance as specified in Regulation 17 to 27 and other applicable clauses are applicable to the
company from the Quarter ended December 30, 2024.

Additionally, a certificate issued by Mrs. Mayuri Jain from M/s. Jain Mayuri & Associates, Practicing
Company Secretaries (Membership No. A41413 and COP. 15664], Secretarial Auditor of the
Company, confirming compliance with the Corporate Governance requirements as prescribed
under the Listing Regulations is annexed as Annexure- II.

The Management Discussion and Analysis Report for the year under review, as stipulated under
the Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual
Report and is annexed as Annexure-III.

The states of the affairs of the business along with the financial and operational developments have
been discussed in detail in the Management Discussion and Analysis Report.

The Company is firmly committed to fostering a safe, respectful, and inclusive workplace and
maintains a zero-tolerance policy towards any form of discrimination or harassment. In alignment
with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal] Act, 2013, the Company has implemented a comprehensive Anti-Harassment and
Grievance Redressal Policy.

To ensure proper handling of such matters, an Internal Complaints Committee (ICC] is constituted
at the Group level to address and resolve complaints related to sexual harassment in a timely and
fair manner. The policy clearly outlines the procedures, roles, and responsibilities involved in
addressing such concerns and aims to offer guidance and support to employees across all offices of
the Company. The policy covers all women employees, including those who are permanent,
temporary, or contractual. It is introduced to all employees during their induction.

During the financial year under review, the Company has not received any complaints pertaining to
sexual harassment.

The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal] Act, 2013 during F.Y 2024-25 are as follows:

39. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the provisions of Section 134(3](m] of the Companies Act, 2013, read with Rule
8(3] of the Companies (Accounts] Rules, 2014, the relevant information pertaining to conservation
of energy, technology absorption, and foreign exchange earnings and outgo is as follows:

Conservation of energy: -

The steps taken or impact on conservation of energy: N.A.

The steps taken by the Company for utilizing alternate sources of energy: N.A.

The capital investment on energy conservation equipment: N.A.

Technology absorption:-

The efforts made towards technology absorption: N.A.

The benefits derived like product improvement, cost reduction product development or import
substitution: N.A.

In case of imported technology (imported during the last three years reckoned from the beginning

of the financial year] -

The details of technology imported: N.A.

The year of import: N.A.

Whether the technology been fully absorbed. N.A.

If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.
The expenditure incurred on Research and Development. N.A.

Foreign Exchange Earnings and Outgo: N.A.

Your Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors (SS-1] and General Meetings (SS-2].

The Company has not required to do Valuation Report and not required to do any settlement with
the bank

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act,
1961, and has extended all statutory benefits to eligible women employees during the year.

Shares of the Company are listed on BSE Limited and the Company confirms that it has paid the
annual Listing Fees for the year 2024-25.

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board
Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders
Trading] Regulations, 2015. This Code helps the Company to maintain the Standard of Business
Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and
by employees. The Compliance Officer is responsible to ensure adherence to the Code by all

concerned. The Code lays down the standard of Conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters
relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with
the Code. Declaration of Code of Conduct is annexed as Annexure- VI.

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of
the view that such systems are adequate and operating effectively.

The Company is not required to maintain cost records as specified by the Central Government
under sub-section (1] of section 148 of the Companies Act, 2013.

Certain statements made in this Report, including those under Management Discussion and
Analysis, Corporate Governance, the Notice to Shareholders, and other sections of the Annual
Report, may constitute "forward-looking statements" as per applicable laws and regulations. These
statements reflect the Companys current intentions, expectations, projections, or forecasts
regarding future performance.

However, actual outcomes may vary materially from those expressed or implied, owing to changes
in market conditions, economic developments, or unforeseen circumstances. The Company does
not assume any obligation or responsibility for the accuracy or completeness of such forward-
looking statements, which may be subject to revision based on future events, developments, or the
availability of new information.

The Directors acknowledge and sincerely appreciate the dedication, perseverance, and hard work
demonstrated by all employees across the Company. They also extend their heartfelt thanks to the
shareholders, government bodies, regulatory authorities, banks, stock exchanges, depositories,
auditors, customers, vendors, business associates, suppliers, distributors, and the communities
surrounding the Companys operations. The Directors are grateful for their continued support,
trust, and confidence in the Companys Management.

For and on behalf of Nutricirde Limited