Nutricircle Ltd Directors Report

Dear Members,

We have the pleasure in presenting to you the (33^rd) Board Report of the company together with the Audited Financial Statements for the period ended as on 31^st March 2026;

1. HIGHLIGHTS OF FINANCIAL RESULTS:

The summarized financial results for the year ended as on 31^st March 2026 are as under:

Particulars	As on 31st March 2026	As on 31st March 2025
Revenue from Operations	1775.05	270.48
Other Income	1.56	0.56
Total Income	1776.61	271.04
Total Expenditure	1746.19	258.94
Profit / (Loss) before tax	30.42	12.09
Total Tax Expenses	-	-
Net Profit/(Loss)	29.94	12.09
Earnings Per Share ( in Rs)
Basic	0.30	0.36
Diluted	0.29	0.36

2. STATE OF THE COMPANYS AFFAIRS:

During the year under review, your company has made total turnover of Rs. 1775.05 Lakhs as compared to previous year of Rs. 270.48 Lakhs and Other Income of Rs. 1.56 Lakhs as compared to previous year of Rs. 0.56 Lakhs. Further, the Profit Before Tax of Rs. 30.42 Lakhs as compared to previous year of Rs. 12.09 Lakhs.

The Financial Statements for the year ended March 31, 2026 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.

3. TRANSFER TO RESERVES: -

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

4. DIVIDEND: -

For the Financial Year 2025-26, based on the Companys performance, the Board of Directors does not recommend any dividend.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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 11,00,000 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

1.00. 00.000 (One Crore) Equity Shares of Rs. 10/- each amounting to Rs. 10,00,00,000 (Ten Crore 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).

The BSE letter bearing No. LOD/PREF/TT/FIP/1421/2024-25 dated 02nd December, 2024 has accorded their consent for allotment of 97,28,220 equity shares of Rs. 10/- at an issue price of Rs. 10/- each to Promoters & Non-promoters and 11,00,000 convertible Warrants into equity shares of face value of Rs 10/- each to Promoter Mr. Hitesh Mohanlal Patel.

During the financial year pursuant to the aforesaid consent the Board has approved the allotment of 11,00,000 equity shares of face value of Rs 10/- at an issue price of Rs. 10/- each on conversion of warrant to the Mr. Hitesh Patel, promoter of the Company.

7. LISTING OF EQUITY SHARES:

The Companys equity shares are listed the BSE Stock Exchange;

“BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, Maharashtra, India.”

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on March 31, 2026 the Company does not have any Subsidiary, Associates or Joint Venture Companies. However, after the closing of the Financial Year the Company on 20^th May, 2026 has incorporated Nutricircle Europe Aps in Denmark, Europe as (100%) Wholly Owned Subsidiary of the Company.

Further the Company had made an investment of approximately Rs. 3 Lakhs. The Company has acquired DKK 20,000 Shares of Face value 1 each, which is 100% of paid-up share capital & voting rights of the Nutricircle Europe ApS.

9. CHANGE IN NAME OF THE COMPANY:

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

10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

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, 2026, the Board consisted of Five (5) Directors, following are as follow;

Name and DIN	Designation
Mr. Hitesh Mohanlal Patel (DIN: 02080625)	Executive Managing Director
Mr. Chandra Sheker Jadhav (DIN: 01495009)	Whole Time Director
Mrs. Sushama Anuj Yadav (DIN: 07910845)	Independent Director
Mr. Nitin Arvin Oza (DIN: 03198502)	Independent Director
Mrs. Sanghamitra Sarangi (DIN: 08536750)	Independent Director

Change in Directorship during the year:

During the Financial Year there were no change in the composition of the Board of Directors of the Company.

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, Hitesh Mohanlal Patel (DIN: 02080625), Managing 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

During the Financial Year Mrs. Daljeet Kaur (Membership No- A49984) has resigned as Company Secretary and Compliance Officer of the Company w.e.f. October 17, 2026 and Ms. Aakansha Vaid (Membership No. A33013) was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. January 15, 2026.

Further in compliance of section 203 of the Companies Act, 2013, the Company has appointed Mr. Sunil Kumar Agarwal as Chief Financial Officer of the Company.

11. INDEPENDENT DIRECTORS: -

Statement on Declaration given by Independent Directors:

The Company has Three Independent Directors, namely Mrs. Sushama Anuj Yadav (DIN: 07910845), Mr. Nitin Arvin Oza (DIN: 03198502), Mrs. Sanghamitra Sarangi (DIN: 08536750). 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.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company i.e. https:/ /nutricircle.in/

Familiarization Programme for Independent Directors:-

Your Company has adopted a formal Familiarization Programme for Independent Directors to support their effective participation on the Board. As part of the familiarization process, the Company provides detailed insights into its business operations, industry dynamics, organizational structure, and group-level businesses. Independent Directors are also informed about the regulatory and compliance obligations under the Companies Act, 2013 and the SEBI Listing Regulations.

12. DIRECTORS RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (5) of Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures

(ii) 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 or Loss of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the Annual accounts on a going concern basis.

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

13. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, the Board has demonstrated a high level of involvement in guiding the Company, supported by detailed discussions and timely decisions. During the financial year, Six (6) meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms a part of the Annual Report. The intervening gap between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

14. INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors of the Company met 1 (one) time on February 13, 2026.

15. ANNUAL BOARD EVALUATION:

The Company has established a comprehensive framework for evaluating the performance of the Board of Directors, its Committees, and Individual Directors, in line with the requirements of Sections 134 and 178 of the Act, Regulation 17(10) of the SEBI Listing Regulations, and the Companys Nomination and Remuneration Policy.

As part of this evaluation process, structured and confidential questionnaires were circulated to all Directors to obtain feedback on various aspects of the Boards functioning, the effectiveness of its committees, and the performance of each Director. The observations and responses received were compiled, analyzed, and subsequently presented to the Chairman of the Board for review and discussion.

The Evaluation of Directors covered several aspects, including their attendance and participation in meetings, understanding of the Companys operations and business environment, application of knowledge and expertise, quality of contributions to discussions, maintenance of confidentiality, integrity, and independent judgment. Directors were also evaluated on their alignment with the Companys core values, commitment to fiduciary responsibilities, and adherence to the Code of Conduct.

The Boards performance was assessed based on criteria such as the effectiveness of its oversight on compliance and governance matters, clarity in the roles of the Chairman and Executive/Non-Executive Directors, the diversity and mix of skills and expertise, strategic involvement, and overall guidance in areas such as risk management, financial reporting, ethics, and succession planning. Particular emphasis was placed on the Boards ability to provide strategic foresight and review the implementation of key initiatives and policies.

The evaluation of Committees considered their structure, independence, frequency of meetings, adherence to defined procedures, effectiveness in fulfilling their responsibilities, and the extent of their contribution to Board decisions. The Committees were also assessed on their ability to engage meaningfully with internal and external auditors, and their role in supporting oversight functions.

Based on the outcome, the Board concluded that the overall performance of the Board, its committees, and individual Directors, including Independent Directors, was found to be satisfactory.

16. COMMITTEES OF THE BOARD:

As on 31^st March 2026, the Board has constituted the following committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee.

• Risk Management Committee.

During the year, all recommendations made by the committees were approved by the Board.

Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

17. PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and independent views.

(v) The compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

18. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company as the limits are not breached; a report on CSR activities is not required to be annexed with this report.

19. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

The HR function is strategically integrated with the Companys long-term vision and is geared towards enhancing employee experience, performance, and future readiness. This year, our company “Nutricircle Limited” remained committed to nurturing an inclusive and collaborative workplace culture that encourages transparency, creativity, and mutual respect. The Company actively promotes a learning-oriented environment by investing in skill-building, leadership development, and crossfunctional exposure, ensuring employees continue to grow and thrive within the organization.

In addition to professional growth, the Company places great value on employee wellbeing and work-life balance, striving to create a healthy, engaging, and performance- driven culture. Through various initiatives and feedback mechanisms, the Company ensures continuous dialogue with its workforce, reinforcing its commitment to building long-term, fulfilling relationships with employees.

To enhance team spirit and cultivate a welcoming environment, the Company also organized various interactive sessions and team-building activities, which encouraged open communication, collaboration, and relationship-building across departments. These initiatives played a significant role in reinforcing team spirit and enhancing organizational cohesion.

20. NOMINATION AND REMUNERATION POLICY:

The Company has established a comprehensive Policy on Director Appointment and Remuneration, which also encompasses Key Managerial Personnel and other employees. This policy serves as a framework for the Nomination and Remuneration Committee to identify and recommend individuals who possess the necessary qualifications, skills, and experience to serve as Directors. It also lays down clear criteria for assessing the independence of Directors in accordance with regulatory requirements and the Companys governance standards.

Furthermore, the policy ensures that the Companys remuneration strategy is aligned with its overarching business objectives. Remuneration packages are designed to reward individual contributions as well as overall organizational performance, while remaining competitive and in line with industry benchmarks. This approach not only motivates Directors and employees to deliver sustainable value but also supports the retention of high-caliber talent.

In addition to fixed and variable pay components, the policy emphasizes transparency, fairness, and alignment with shareholder interests. The Committee regularly reviews the policy to adapt to changing regulatory landscapes and evolving best practices in corporate governance. This enables the Company to maintain a balanced and performance-driven reward system that fosters long term growth and accountability.

The remuneration policy approved by the board of Directors is available on the website of the Company i.e. https:/ /nutricircle.in/

21. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company i.e. https://nutricircle.in/

(i) Code of Conduct for Directors and Senior Management

(ii) Nomination and Remuneration Policy

(iii) Policy on Disclosure of Material Events

(iv) Policy on preservation of Documents

(v) Policy on archival of data

(vi) Whistle Blower Policy

(vii) Policy on Related Party Transactions

(viii) POSH Policy

(ix) Dividend Distribution Policy

(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:

M/s. NVSR & Associates LLP, Statutory Auditor of the Company has resigned as an auditor w.e.f. September 01, 2026. The Board of Directors at its meeting held on September 04, 2026 recommended M/s. S.K. BANG & CO., Chartered Accountants, (Firm Registration No. 000386S as Statutory Auditor for a term of 3 years from the financial year 2026-2027 to 2038-2029 to the members of the Company in ensuing Annual General Meeting.

23. INTERNAL FINANCIAL CONTROL & INTERNAL AUDIT:

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.

24. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

25. RELATED PARTY TRANSACTIONS:

During the year under review, The Company has entered into transactions with related parties therefore, Form AOC-2 has been annexed with this report 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 2025-26.

27. DEPOSITS U/S 73 TO 76A OF COMPANIES ACT 2013:

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 June 27, 2025 from BSE for payment of SOP Fine for Late submission with requirement of Regulation 33 of SEBI (LODR) Regulation, 2015 for the Quarter ended March 2025 and the company has paid the fine of Rs. 35400/- (Including GST) on July 05, 2025.

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

29. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016: -

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.

30. ENVIRONMENT, HEALTH AND SAFETY:

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.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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, 2026.

31. RISK MANAGEMENT POLICY:

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.

32. AUDITORS & THEIR QUALIFICATION OR REMARKS OR OBSERVATION: STATUTORY AUDITORS:

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 2026 has given the qualification; that an unsecured loan of Rs 50.00 lakhs is outstanding from Mr. K. Veersham to Nutricircle Limited. However, the Company has not provided a balance confirmation or alternative evidence in respect of this loan. In the absence of such confirmation or supporting documentation, we were unable to verify the completeness and accuracy of the said loan balance.

Boards Reply:

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 without 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.

SECRETARIAL AUDITOR & REPORT:

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 with this Board Report as “Annexure-II”. The observations made in the Report are selfexplanatory 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.

33. REPORTING OF FRAUDS BY AUDITORS:

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.

34. ACCOUNTING STANDARDS:

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

35. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been made available on the Companys official website i.e. https: / /nutricircle.in /

36. CORPORATE GOVERNANCE:

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 on March 31, 2026 the paid-up capital of the company is Rs 11.10 Crore, and Net worth is Rs.6.92 Crores. Since the company falls in the threshold limits prescribed under Regulation 15(2), the provision relating to Corporate Governance are applicable to company.

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 in Corporate Governance Report.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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 Board 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.

38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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 2025-26 are as follows:

Number of complaints at the beginning of the financial year	-Nil
Number of complaints filed and resolved during the financial year	-Nil
Number of complaints pending at the end of the financial year	-Nil

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.

40. SECRETARIAL STANDARDS COMPLIANCES:

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).

41. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

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

42. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

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.

43. LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE Limited and the Company confirms that it has paid the annual Listing Fees for the year 2026-27.

44. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

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.

45. DISCLOSURE REQUIREMENTS: -

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.

46. MAINTAINANCE OF COST RECORDS: -

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.

47. CAUTIONARY STATEMENT: -

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.

47. ACKNOWLEDGEMENTS:

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 Nutricircle Limited

Sd/-	Sd/-
Hitesh Mohanlal Patel	Chandra Sheker Jadhav
Managing Director	Whole Time Director
DIN: 02080625	DIN: 01495009
Date: 04/09/2026
Place: Hyderabad