Shri Ahimsa Naturals Ltd Directors Report

To,

The Members of

Shri Ahimsa Naturals Limited

The Board of Directors is delighted to present the 35 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, 2025.

FINANCIAL PERFORMANCE:

Key figures of standalone financial and consolidated financials for the financial year ended March 31, 2025, are summarised as under:

( In Lakhs except EPS)

Particulars	Standalone		Consolidated
	March 31,	March 31,	March 31,	March 31,
	2025	2024	2025	2024
Revenue from Operations	9,580.61	7,808.16	9,580.61	7,808.16
Less: Excise Duty	-	(10.47)	-	(10.47)
Other Income	192.18	72.00	185.49	72.00
Total Revenue	9,772.79	7,869.69	9,766.10	7,869.69
Profit/(Loss) before Depreciation, Interest and Tax	3,233.42	2,746.03	3,226.74	2,746.03
Less: Interest	(88.25)	(62.06)	(88.25)	(62.06)
Less: Depreciation	(174.48)	(148.59)	(174.48)	(148.59)
Profit before Tax	2,970.69	2,535.38	2,964.01	2,535.38
i) Current Tax	710.03	663.05	710.03	663.05
ii) Deferred tax	64.07	02.24	64.07	02.25
Net Profit/(Loss) after Tax	2,196.59	1,870.09	2,189.91	1,870.08
EPS (Basic & Diluted)	11.64	10.21	11.60	10.21

?€? During the financial year under review, the Company has made significant strides in its business operations, primarily focused on the processing and export of Natural Caffeine, Green Coffee Bean Extract, and the trading of Herbal Extracts.

?€? The Company has witnessed a notable improvement in turnover compared to the previous financial year, supported by stabilized prices of both raw materials and finished goods. Supply chain efficiencies have been strengthened with the execution of key contracts with suppliers for the current year.

?€? With these strategic developments in place, the Company is optimistic about its growth trajectory in the current financial year.

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the year under review, the revenue from operations (net) grew to 9,580.61 lakhs from 7,797.69 lakhs as compare to last year registering a growth of 22.86% YOY.

The profit for the year (PAT) reported to 2,196.59 lakhs as against 1,870.09 lakhs in previous year registering a growth of 17.46%. Consequently, increase in Earnings per Share (EPS) to 11.64 per share from 10.21 per share.

Company through its wholly owned subsidiary in the name of Shri Ahimsa Healthcare Private Limited is establishing new manufacturing plant at Sawarda, Jaipur, Rajasthan with the capacity of 700 MT per annum in respect of Caffeine Anhydrous Natural, 300 MT per annum of Green Coffee Bean Extract and 63 MT per annum of Crude Caffeine. The total investment in the project shall be approx. 61 Crores and the same shall be part funded out of the IPO proceeds and part from Internal

Accruals of the Company. The work of the construction of building and erection of the plant is under progress and trial production shall start by March 2026.

CHANGE IN THE NATURE OF BUSINESS

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

DIVIDEND

Considering the future expansion plans the Company has not recommended any dividend for the financial year 2024-25.

AMOUNTS TRANSFERRED TO RESERVES

Your Board doesnt 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, 2025.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2025, there were significant changes in the capital structure of the Company.

During the period under review company has made 2 (Two) Private Placement and Preferential Allotment as per the details given below:

Date Of Allotment	No. Of Equity Shares Allotted	Face Value ( )	Issue Price ( )
August 01, 2024	2,98,000	10	75
August 14, 2024	5,06,000	10	75

Further, during the period Company successfully completed its Initial Public Offering (IPO) where IPO bidding started from March 25, 2025 and ended on March 27, 2025. The allotment was finalized on March 28, 2025. The shares got listed on NSE Emerge on April 02, 2025. Pursuant to the IPO, the Company issued 42,03,600 equity shares (fresh issue) and the promoters of the company Mr. Nemi Chand Jain and Mrs. Sumitra Devi Jain has sold 19,99,200 equity shares (offer for sale) at an offer price of 119 per share.

As a result of above corporate actions, the paid-up share capital of the Company increased from 18,32,25,000 (Eighteen Crore Thirty Two Lakh Twenty Five Thousand) to 23,33,01,000 (Twenty Three Crore Thirty Three Lakh One Thousand) as on March 31, 2025.

Considering the same, the revised capital structure of the company as on March 31, 2025 is detailed below:

S. No. Particulars	Type of Share	No. of Shares	Amount Per Share	Total Amount (in Lakhs)
1. Authorized Share Capital	Equity	2,50,00,000	10	2,500.00
2. Issued Share Capital	Equity	2,33,30,100	10	2,333.01
3. Subscribed Share Capital	Equity	2,33,30,100	10	2,333.01
4. Paid Up Share Capital	Equity	2,33,30,100	10	2,333.01

During the year under review, 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

During the financial year ended March 31, 2025, the Company witnessed significant developments and commitments that have positively impacted its operations and capital structure.

One of the most notable milestones was the successful completion of the Companys Initial Public Offering (IPO). The equity shares of Shri Ahimsa Naturals Limited were listed on the NSE Emerge Platform on April 02, 2025, marking a significant step forward in the Companys growth journey and enhancing its corporate visibility, governance, and investor confidence.

This Initial Public offer and subsequent listing have positioned the Company for enhanced transparency, improved liquidity of its shares, and greater access to capital markets, supporting future growth and stakeholder value creation.

Apart from the above, In pursuance to section 134(3) (L) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

INFORMATION ABOUT JOINT VENTURE/ SUBSIDIARY/ AND ASSOCIATE COMPANY

The Company does not have any associate and joint venture Company within the meaning of 2(6) of the Companies Act, 2013.

Your Company has 1 (One) subsidiary company as defined under Section 2(87) of the Companies Act, 2013.

Name	CIN	Type
Shri Ahimsa Healthcare Private Limited	U24230RJ2022PTC084000	Wholly Owned Subsidiary

Company has prepared Consolidated Financial Statements which forms part of this Annual Report. A separate statement containing salient features of the financial statements of the Companys Subsidiaries in prescribed form AOC-1 is annexed as Annexure-II to this report. The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Companys website i.e. www.naturalcaffeine.co.in. The financial statements of the Subsidiary Company are also available on the Companys website. These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company. The Company is already having a policy for determining material subsidiaries and the same is available on Companys website.

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, 2025 is available on the website of the Company at www.naturalcaffeine.co.in.

CREDIT RATING

CRISIL vide its letter dated February 16, 2024 has given rating of BBB/Stable to the company for the various credit facilities obtained by the Company.

Currently company is having only Cash Credit/Overdraft facility from Bank and the companys account with the bank is regular in nature and there have been no defaults in serving 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") there was no unclaimed/ unpaid dividend, hence the company is not required to transfer any amount to Fund.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. As on the March 31, 2025, 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).

Directors & KMP Details

S. No. Name	Designation	Category	DIN/ PAN	Date of appointment
1. Mr. Nemi Chand Jain	Chairman and	Promoter and Executive	00434383	October 17,
	Managing Director			1990
2. Mr. Amit Kumar Jain	Whole Time Director	Promoter and Executive	00434515	March 13,
	& CFO			2004
3. Mrs. Sumitra Jain	Director	Promoter and Non- Executive	00614391	June 26, 1995
4. Mr. Dipak Kumar Jain	Whole Time Director	Executive	01217721	March 13,
				2004
5. Mr. Manoj Maheshwari	Director	Independent and Non-Executive	00004668	January 06,
				2023

S. No. Name	Designation	Category	DIN/ PAN	Date of appointment
6. Mr. Om Prakash Bansal	Director	Independent and Non-Executive	00440540	January 06,
				2023
7. Mr. Atul Maheshwari	Director	Independent and Non-Executive	01592808	March 07,
				2025
8. Mr. Ved Prakash Sujaka	Director	Independent and Non-Executive	07988348	January 06,
				2023
9. Ms. Aayushi Jain	Company Secretary &	Key Managerial Person	BBZPJ5190D	January 06,
	Compliance Officer			2023

A) RETIRE BY ROTATION

In accordance with the provisions of Articles of Association of the Company, read with Section 152 of the Act, Mr. Dipak Kumar Jain, Director of the company, whose office is liable to retire at the ensuing Annual General Meeting, being eligible, seeks reappointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment.

B) APPOINTMENT/ RE-APPOINTMENT OF DIRECTOR

Mr. Atul Maheshwari (DIN: 01592808) was appointed as a Non-Executive Independent Director of the Company with effect from March 07, 2025, for a term of five consecutive years.

The appointment has been made in accordance with the provisions of Sections 196 and 197, read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Schedule V, and all other applicable provisions of the Companies Act, 2013, and the rules made thereunder.

C) RESIGNATION OF DIRECTOR

Mr. Rakesh Kumar stepped down from the position of Non-Executive Independent Director of the Company with effect from February 26, 2025. The Board places on record its sincere appreciation for the valuable contributions made by Mr. Rakesh Kumar during his tenure as an Independent Director and wishes him continued success in his future endeavours.

MEETINGS OF THE BOARD OF DIRECTORS

The schedule of Board Meetings is finalized well in advance and duly communicated to all Directors to facilitate effective participation. The agenda, along with detailed explanatory notes, is circulated to the Directors prior to each meeting to enable informed decision-making. In cases of urgency, matters are also approved by way of resolution passed through circulation, in accordance with the provisions of the Companies Act, 2013. The time interval between two consecutive Board meetings has remained well within the maximum limit prescribed under the Companies Act, 2013 and Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI). The Board also periodically reviews the compliance status of all applicable laws, and appropriate corrective actions are initiated in the event of any non-compliance, if any.

The details of the Board meetings held during the year and the attendance of Directors are provided below:

Date of Board Meetings			Name of the Directors and Attendance there at
	NCJ	AKJ	SJ	DKJ	MM	OPB		RK	VPS	AM
29/04/2024										N.A.
01/05/2024										N.A.
11/06/2024										N.A.
18/07/2024										N.A.
01/08/2024										N.A.
14/08/2024										N.A.
23/08/2024										N.A.
06/09/2024										N.A.
07-09-2024										N.A.
Date of Board Meetings			Name of the Directors and Attendance there at
	NCJ	AKJ	SJ	DKJ	MM	OPB	RK		VPS	AM
27/11/2024					X	X	X		X	N.A.
06/01/2025					X		X			N.A.
21/01/2025					X		X			N.A.
12/02/2025					X	X	X		X	N.A.
07/03/2025			X		X	X	N.A.		X	X
17/03/2025					X	X	N.A.			X
18/03/2025					X	X	N.A.			X
24/03/2025					X	X	N.A.			X
28/03/2025					X	X	N.A.			X
29/03/2025					X	X	N.A.			X

Full forms of abbreviations used in above table:

NCJ	Mr. Nemi Chand Jain,
AKJ	Mr. Amit Kumar Jain
SJ	Mrs. Sumitra Jain
DKJ	Mr. Dipak Kumar Jain
MM	Mr. Manoj Maheshwari
OPB	Mr. Om Prakash Bansal
RK	Mr. Rakesh Kumar
VPS	Mr. Ved Prakash Sujaka
AM	Mr. Atul Maheshwari

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, with the best of their knowledge and ability, hereby confirm that-

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

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

5. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to 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) engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance and governance. The NRC, on the basis of such an evaluation, determines the role and capabilities required for the appointment of Director. Thereafter, the NRC recommends to the Board the selection of new Directors.

Based on the recommendations of the NRC, the Board has formulated a Policy on Directors appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and the process of appointment and removal as well as components of remuneration of Director(s), Key Managerial Personnel (KMP) and Senior Management of the Company and other matters as provided under Section 178(3) of the Act.

The same is available on the Companys website at www.naturalcaffeine.co.in

AUDITORS AND REPORT THEREON

STATUTORY AUDITORS & REPORT THEREON.

Pursuant to the section 139 of the Companies Act, 2013, the shareholders have approved the appointment of M/s Ummed Jain & Co., Chartered Accountants (FRN 119250W) as the Statutory Auditors upto the Conclusion of 39 th Annual General Meeting.

The auditors have confirmed that they are not disqualified from being re-appointed as statutory auditors of the Company. As per sub section 12 of section 143 of the Act during the financial year no fraud was reported by the Auditor of the Company in their Audit Report.

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, 2025. 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 report.

The Statutory Auditors of the Company have included an "Emphasis of Matter" paragraph in their Report for the financial year ended March 31, 2025, drawing attention to the following: (i) We draw attention to Note 38 of the Standalone Financial Statements, which describes the advance payment of 21,00,000/- made on January 24, 2023, for purchase of agriculture land, for which the agreement is yet to be executed. The said amount is included under "Long Term Loans and Advances" in the Standalone Financial Statements.

(ii) We draw attention to Note 39 of the Standalone Financial Statements, which describes the claim of 58,49,000/- lodged with the United Insurance Company, accounted for in the financial year 2023-24, which is still pending for approval from the said insurance company. The said amount is included under "Short Term Loans and Advances" in the Standalone Financial Statements.

The Board of Directors has carefully considered the matters highlighted by the Auditors and clarify that:

(i) With regard to the advance payment of 21,00,000/- made on January 24, 2023 for purchase of agriculture land (Note 38), the transaction has been duly recorded under "Long Term Loans and Advances." The agreement is under process and the Company is in active discussions with the concerned parties to complete the documentation. The advance is fully recoverable and does not pose any risk to the financial position of the Company.

(ii) With respect to the insurance claim of 58,49,000/- lodged with the United Insurance Company (Note 39), the Company has provided all necessary documentation and follow-ups are ongoing. The management has been advised that the claim is tenable and is expected to be realized in due course. Pending settlement, the amount has been appropriately classified under "Short Term Loans and Advances." The Board confirms that adequate disclosures have been made in the Notes to Accounts, and these matters do not affect the Auditors opinion on the financial statements. The Board further assures stakeholders that it is actively pursuing both matters and will update shareholders on material developments, if any, in the subsequent reporting periods. Further, the Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR & REPORT THEREON

Company is not required to appoint Secretarial Auditor in terms of Section 204 of the Companies Act 2013 for the financial year 2024-2025.

However, in accordance with Section 204(1) of the Companies Act, 2013, and based on the recommendation received from the Audit Committee, the Board considered the appointment of M/s ARMS & Associates LLP, Company Secretaries, Jaipur, as 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, subject to the approval of the shareholders at the ensuing Annual General Meeting.

INTERNAL AUDITOR & REPORT THEREON

Company is not required to appoint Internal Auditor in terms of Section 138 of the Companies Act 2013 for the financial year 2024-2025.

However, during the current year, in accordance with Section 138 of the Companies Act, 2013 and Based on the recommendation of the Audit Committee, the Board considered and approved the appointment of M/s Sharma, Singh & Mehta, Chartered Accountants, Jaipur, as Internal Auditors 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 2024-2025.

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 2024-2025. 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, 2025, 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 Companys policies. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

The Internal Control is intended to increase transparency and accountability in an organizations process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of section 186 of the Act, Details of Investments made and loans given has been disclosed at Note No. 10, 11 and 18 of the financial statements of the Company. Further, Company has not provided any guarantees or securities given with respect to any loan in terms of section 186 of the Act, read with the rules issued there under.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All the related party transactions during the year are entered on arms length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and Regulation 23 of Listing Regulations. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large. All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval. A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions, for its review.

Members may refer to disclosures made in Note No. 35 to Financial Statements in compliance with AS 18.

The Company has formulated a Policy on materiality of Related Party Transactions and the said Policy has been uploaded on the website of the Company and can be accessed at www.naturalcaffeine.co.in. Further, your Company has an internal mechanism for the purpose of identification and monitoring of Related Party Transactions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of Energy

Steps taken for conservation: Conservation of energy is a prime focus area and hence various steps were taken at its manufacturing units to create a sustainable future through reduction of energy footprint and for reduction in non-essential loads to conserve power by increasing the production in each run. Company has instructed to its employees to put off the machines immediately after the use. Further Company is using LED lights and that results into reduction in energy consumption.

Steps taken for utilizing alternate sources of energy: Company has installed solar power plant as alternate source of energy in its factory premises.

Capital investment on energy conservation equipment: No major capital investment is being done to conserve energy. The replacement of the motors and lighting equipment is done on regular basis and the cost of the same is charged to repair maintenance.

B) Technology Absorption

Efforts made for technology absorption	Nil
Benefits derived	Nil
Expenditure on Research & Development, if any	No major expenses have been incurred on research
	and development
Details of technology imported, if any	Nil
Year of import	Not Applicable
Whether imported technology fully absorbed	Not Applicable
Areas where absorption of imported technology has not	Not Applicable
taken place, if any

C) Foreign exchange earnings and Outgo

Particulars	2024-25	2023-24
FOB Value of Export	3,848.25	1,831.02
Gain in Foreign Exchange Fluctuation	161.10	35.82
CIF Value of Import (Raw Materials)	3,997.23	4,560.88
Travelling Expenses	3.80	4.09
Other Manufacturing Expenses	2.58	-
Commission	0.28	-
Sales Promotion Expenses	-	8.60
Rates and Taxes	-	0.82

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, during the year under review, there were no significant and material orders passed by any Regulator or Court or Tribunal against the company, which may impact the going concern status or future operations of the company.

CEO AND CFO CERTIFICATION

Pursuant to Regulation 15(2) of the SEBI LODR Regulations, Regulation 17(8) relating to CEO/CFO certification, is not applicable to companies listed on the SME Exchange,

Accordingly, the provisions of Regulation 17(8) requiring submission of compliance certification from the Chief Executive Officer and the Chief Financial Officer do not apply to the Company. 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 work place "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" was notified on December 09, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an "Internal Complaints Committee" for prevention and redressal of sexual harassment at workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization.

The following is a summary of sexual harassment complaints received and disposed-off during the year 2024-25:

Number of complaints pending at the beginning of the Financial Year	:	NIL
Number of complaints received during the Financial Year	:	NIL
Number of complaints disposed-off during the Financial Year	:	NIL
Number of complaints unsolved at the end of the Financial Year	:	NIL
Number of cases pending for more than ninety days	:	NIL

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 2024?€“25, there were no instances requiring compliance under the said Act. The Company remains committed to adhering to all applicable labour and welfare legislations.

RISK MANAGEMENT

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business.

The Company has developed a very comprehensive Risk Management Policy which is approved by the Board of Directors in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. Under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholders value by minimizing threats or losses, and identifying and maximizing opportunities. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting. This Policy is available on the Companys website and can be accessed www.naturalcaffeine.co.in.

DEPOSITS FROM PUBLIC

During the financial year under review, the Company has neither invited nor accepted or renewed any deposit from public, shareholders or employees and no amount of principal or interest on deposits from public is outstanding as at the Balance Sheet date in terms of provisions of section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company have constituted Corporate Social Responsibility ("CSR") Committee. The Company has framed a CSR Policy, which is available on the website of the Company at www.naturalcaffeine.co.in. The Policy inter alia briefs the areas in which CSR outlays can be made, objectives, the various CSR Programs/Projects which can be undertaken, implementation of the said programs and projects, criteria for identification of the implementing agencies, monitoring and evaluation mechanisms and annual action plan.

The Committee is committed to ensure the social wellbeing of the communities through its CSR initiatives, in alignment with the Companys key priorities. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-III of this report in the prescribed format of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

INDEPENDENT DIRECTORS

In compliance of Section 149 of Companies Act, 2013, a separate meeting of Independent Directors was held on March 18, 2025 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 March 18, 2025 is given hereunder:

Name of Director	Attendance there at
Mr. Manoj Maheshwari	Yes
Mr. Om Prakash Bansal	Yes
Mr. Atul Maheshwari	Yes
Mr. Ved Prakash Sujaka	Yes

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149 (6) of the Act and Regulation 16 of the Listing Regulations 2015 have submitted their respective declarations as required. The Independent Directors of your Company have confirmed that they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme are available on the website of the Company 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.

The composition of the Committee and attendance of the members at the meetings of the Committee during the period under review are as under:

Name of Committee	Designation/		Attendance of the members at the Committee Meetings
Members	Category	01/05/2024	11/06/2024	23/08/2024	06/09/2024	06/01/2025	21/01/2025	05/03/2025
Mr. Ved Prakash	Chairman &	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Sujaka	Non-Executive
	Independent
	Director
Mr. Om Prakash	Member- Non	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Bansal	Executive
	Independent
	Director
Mr. Amit Kumar	Member-	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Jain	Executive
	Director

?€? NOMINATION AND REMUNERATION COMMITTEE

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

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that: a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

The composition of the Committee and attendance of the members at the meetings of the Committee during the period under review are as under :

Name of Committee Members	Designation/ Category	Attendance of the members at the Committee Meetings
		01/05/2024	12/02/2025
Mr. Manoj Maheshwari	Chairman & Non-Executive Independent	Yes	Yes
	Director
Mr. Om Prakash Bansal	Member- Non Executive Independent Director	Yes	Yes
Mr. Rakesh Kumar*	Member- Non-Executive Independent Director	Yes	No
Mr. Ved Prakash Sujaka**	Member- Non Executive Independent	-	-
	Directors

*Mr. Rakesh Kumar resigned from the position of Non-Executive Independent Director of the Company with effect from February 26, 2025 **The Nomination & Remuneration Committee was reconstituted via Board Meeting dated March 07, 2025 and Mr, Ved Prakash

Sujaka was appointed as the member of the committee.

?€? FINANCE AND OPERATIONS COMMITTEE

Pursuant to the First Provision of Section 179 of the Companies Act, 2013 Company has constituted Finance and Operations Committee to oversee the matters relating to Finance and Operations of the company and take decisions on the behalf of the board.

The composition of the Committee and attendance of the members at the meetings of the Committee during the period under review are as under :

Name of Committee	Designation/ Category	Attendance of the members at the Committee
Members			Meetings
		12/04/2024	22/07/2024	06/01/2025
Mr. Nemi Chand Jain	Chairman & Executive Director	Yes	Yes	Yes
Mr. Amit Kumar Jain	Member- Executive Director	Yes	Yes	Yes
Mr. Dipak Kumar Jain	Member- Executive Director	Yes	Yes	Yes
Mr. Jai Kumar Jain	Member	Yes	Yes	Yes

?€? STAKEHOLDERS RELATIONSHIP COMMITTEE

Company has constituted a shareholder / investors grievance committee "Stakeholders Relationship Committee" to redress complaints of the shareholders. The Stakeholders Relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on June 14, 2023. The committee was reconstituted by a Meeting of the Board of Directors held March 07, 2025.

The Stakeholders Relationship Committee is in compliance with Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations The role of the Stakeholders Relationship Committee shall inter-alia include the following:

?€? Resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipts of annual reports, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

?€? Review of measures taken for effective exercise of voting rights of by shareholders;

?€? Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar and Share Transfer Agent; and

?€? Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipts of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company.

The composition of the Committee and attendance of the members at the meetings of the Committee during the period under review are as under :

Name of Committee	Designation/ Category	Attendance of the members
Members		at the Committee Meetings
		18/03/2025
Mr. Om Prakash Bansal	Chairman & Non-Executive Independent Director	Yes
Mr. Ved Prakash Sujaka	Member- Non Executive Independent Director	Yes
Mr. Rakesh Kumar*	Member- Non Executive Independent Director	N.A.
Mr. Dipak Kumar Jain**	Member- Executive Director	Yes

*Mr. Rakesh Kumar resigned from the position of Non-Executive Independent Director of the Company with effect from February 26, 2025 **The Stakeholders Relationship Committee was reconstituted via Board Meeting dated March 07, 2025 and Mr. Dipak Kumar Jain was appointed as the member of the committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with the provisions of section 135 of the Companies Act, 2013, and Rules made thereunder the Company has constituted Corporate Social Responsibility Committee. The brief description of terms of reference of the CSR Committee, inter alia, includes the following:

1. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company in areas or subject, specified in Schedule VII of the Companies Act, 2013;

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

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

Composition and Attendance

The Composition of the Committee is in conformity 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 2025 is given below:

Name of Committee Members	Designation/ Category	Attendance of the members
		at the Committee Meetings
		06/09/2024
Mr. Nemi Chand Jain	Chairman cum Whole Time Director	Yes
Mr. Amit Kumar Jain	Member- Whole Time Director and CFO	Yes
Mr. Ved Prakash Sujaka	Member- Non Executive Independent Director	Yes

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the Section 177(9) of the Companies Act, 2013 as amended, the company has set up a Direct Touch initiative, under which all Directors, employees/ business associates have direct access to the Chairman of the Audit Committee for this purpose. The Company promotes ethical behaviour in all its business activities and in line with the best international governance practices, company has established a system through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal. The Whistle-Blower Protection Policy aims to:

?€? Allow and encourage stakeholders to bring to the Management notice concerns about unethical 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 Companys intranet as well as on the Companys website and can be accessed at www.naturalcaffeine.co.in

During the financial year, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Audit Committee.

The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on regular basis. The Committee has, in its report, affirmed that no personnel have been denied access to the Audit Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the approval given on April 10 th , 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. The said standards were further amended w.e.f. October 01, 2017. The Company is in compliance with the same.

CORPORATE GOVERNANCE Since the Companys securities are listed on EMERGE SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Boards Report.

PRESENTATION OF FINANCIAL STATEMENT

The financial statements of the Company for the year ended March 31, 2025 have been disclosed as per Division-I of Schedule III to the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure- IV forming integral part of this report.

In terms of the first proviso to Section 136 of the Act, 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 interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 35 th Annual General Meeting.

STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither the company has made any application not any other party has made any application under Insolvency and Bankruptcy Code, 2016 against the company during the financial year 2024-2025.

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

The Board discussed upon the performance evaluation outcome and concluded that they were satisfied with the overall performance of the Board and Committees of the Board and Directors individually. The Board also assessed the fulfilment of the independence criteria by the Independent Directors of the Company and their independence from the management as specified in the Listing Regulations.

The performance evaluation of the Non-Independent Directors and the performance of the Board as a whole was discussed at the separate meeting of the Independent Directors as well.

PREVENTION OF INSIDER TRADING

The Company has 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 the Designated Person(s) / and other connected person(s). The structured digital database of unpublished price sensitive information is maintained with adequate internal controls.

The Companys 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 being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN allotted to the company is INE0DM401012 . In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid.

DETAILS OF NON-COMPLIANCE BY THE COMPANY

Company has complied with all the requirements of regulatory authorities. No penalties were imposed on the Company by any statutory authority on any matter related to capital markets during the last three years.

OTHER DISCLOSURES

Other disclosures with respect to Boards Report as required under the Companies Act, 2013 and the Rules notified thereunder are either NIL or NOT APPLICABLE .

ACKNOWLEDGEMENT

Your Board is grateful for the continuous patronage of our valued customers and remains committed to serving their needs by delivering more style and comfort at every step. Our Board acknowledges and appreciates the relentless efforts by employees, workmen and staff including the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance year on year.

Your Board wishes to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, Depositories, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals/ bodies for their continued co-operation and support.

Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their great contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which helps your Company to take the right decisions in achieving its business goals and to maintain its position as one of the leading players in the Natural Caffeine, in India and around the world.

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

(Formerly known as Shri Ahimsa Mines And Minerals Limited)

Nemi Chand Jain	Amit Kumar Jain
Chairman & Managing Director	Whole Time Director & CFO
DIN: 00434383	DIN : 00434515
Jaipur, September 03, 2025

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.com, www.naturalcaffeine.co.in CIN: L14101RJ1990PLC005641