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You can view full text of the latest Director's Report for the company.

BSE: 530219ISIN: INE536C01029INDUSTRY: Textiles - Hosiery/Knitwear

BSE   ` 187.60   Open: 187.60   Today's Range 187.60
187.60
-9.85 ( -5.25 %) Prev Close: 197.45 52 Week Range 187.60
280.00
Year End :2024-03 

Your Board of Directors takes pleasure in presenting this Thirty first (31st) Annual Reportfor the highlights of the finances,
business, and operations of your Company along with the Audited Financial Statements and Report of Auditors thereon for the
Financial Yearended 31st March, 2024.

COMPANY’S FINANCIAL HIGHLIGHTS:

The highlights of the Company’s financial results for the Financial Year 2023-24 are as under:

(Amount in Lakhs)

Particulars

Year ended 2023-24

Year ended 2022-23

Total Revenue from Operations

283.65

195.19

Other Income

1.88

4.84

Total Income

285.53

200.03

Total Expenditure

410.32

234.51

Profit/loss before tax

(124.80)

(34.48)

Total Tax Expenses

0.43

(0.01)

Net Profit/Loss

(125.23)

(34.47)

Earnings Per Share ( in Rs)
Basic

(46.07)

(12.68)

Diluted

(46.07)

(12.68)

OPERATIONS PERFORMANCE:

Your Company’s Total Income during the year under review was Rs. 285.53Lakhs as compared to Rs. 200.03Lakhsin the previous
year. Loss before Tax for the year 2023-24 was Rs. (124.80)Lakhs as against Rs. (34.48)Lakhs in the previous year. Loss for the
year 2023-24 stood at Rs. (125.23)Lakhsas against Rs.(34.47) Lakhs in the previous year.

The Financial Statements for the year ended March 31, 2024 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.

TRANSFERTO RESERVES:

During the year under review, the Company has not transferred any amount to the ‘General Reserve’and entire amount of profit
for the year forms part of the ‘Retained Earnings

DIVIDEND:

For the Financial Year 2023-24, based on the Company’s performance, the Board of Directors have not recommended any
dividend.

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 ofPlant
Protein and Plants nutrition basedproducts.

CORPORATE ACTIONS:

OPEN OFFER:

Mr. Hitesh Patelpresent director & promoter of the company had given an open offer. The Open offer was completed on 10th
October, 2023 .On Completion of Open Offer the holding of Mr. Hitesh Patel consist of 1,46,649 Equity Shares (53.96%).

ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL:

During the year under review, The Authorized Capital of the Company is Rs. 14,00,00,000/-, 1,40,00,000 Equity Shares of Rs. 10/-
each and the Issued, Subscribed & Paid Up Capital of the Company is Rs. 27,17,800/- ,2,71,780 Equity Shares of Rs. 10/- each.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF
PEOPLE EMPLOYED:

Human resources have always been of supreme importance at Nutricircle Limited as they are the growth-drivers and the mainstay
of the organization. The prominence of the people of the organization stems from the belief that they are the authors of the
Company’s success story. Integral to the Company’s approach, Human resource development is its distinctive strategy. The
strategy ensures developing and nurturing a team of competent, passionate and inspiring leaders who would turn to be the
scribes of a promising future’s slate. Thus, building a future ready organization through true to type learning, innovation and
world-class execution. The Company believes that the alignment of all employees to a shared vision and purpose is crucial for
succeeding in the marketplace. Further it recognizes the mutuality of interest with key stakeholders and is committed to building
harmonious employee relations.

Nutricircle Limited is confident that its employees will relentlessly strive to Annual Report 2023-24meet the growth agenda, deliver
world-classperformance and innovate newer things. Thus they will uphold human dignity, foster team spirit and discharge their
role as ‘trustees’ of all stakeholders with true faith and allegiance.

The Company cares for its people, customers, suppliers, and community who are reflected in the Company’s policy, programs and
development efforts.

NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy, which lays down a framework in relation to remuneration of Executive & Non¬
Executive Directors, Key Managerial Personnel, Senior Management and other employees of the Company.

The policy outlines the criteria for determining qualifications, positive attributes, relevant experience and Independence of
Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are
considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The Policy also lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non¬
executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees.
The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed
through the web link atwww.nutricircle.in

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY,
OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND
THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company which have occurred
between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

INTERNALFINANCIAL CONTROL SYSTEMS, THEIRADEQUACYAND RISKMANAGEMENT:

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long¬
term improvements in corporate value, and accordingly, Nutricircle Limited works to strengthen such structures. We believe that
a strong internal control framework is an important pillar of Corporate Governance.

Your Company has put in place adequate internal financial controls commensurate with the size and complexity of its operations.
The internal controls ensure the reliability of data and financial information to maintain accountability of assets.

The Company has an effective internal control and riskmitigation system, which is constantly assessed and strengthened with
new/revised standard operating procedures. These controls ensure safeguarding of assets, reduction and detection of fraud and
error, adequacy and completeness of the accounting records and timely preparation of reliable financial information. Critical
functions are rigorously reviewed and the reports are shared with the Management for timely corrective actions, if any. Business
risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-risk areas.

The main focus of internal audit is to review business risks, test and review controls, assess business processes besides
benchmarking controls with best practices in the industry. Significant audit observations and follow-up actions thereon are
reported to the Audit Committee. For ensuring independence of audits, internal auditors report directly to the Audit Committee.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm’s length basis and thus a disclosure in Form
AOC-2 in terms of Section 134 of the Act is requiredand is annexed as Annexure-IV. Further, there are no material related party
transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All related party transactions are mentioned in the notes to the accounts. All Related Party Transactions are placed before the
Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature.
Transactions entered into pursuant to omnibus approval are verified by the Audit Committee and a statement giving details of all
Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the
Company and can be seen at the linkwww.nutricircle.in None of the Directors has any pecuniary relationship or transactions vis¬
a-vis the Company except remuneration, ESOP and sitting fees.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to
Financial Statements forming part of the Annual Report

DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance
of Deposits) Rules, 2014.

PERFORMANCE OF SUBSIDIARY COMPANIES:

The Company has no subsidiaries, therefore not required to provide detail of performance of subsidiary Company. Hence, AOC
-1 is not required to be attached to the said report.

CORPORATE GOVERNANCE :

The Company need not required to comply with regulation 27 of SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015 connected with corporate Governance as the criteria as per regulation 15(2) of SEBI LODR, 2015 it was not
applicable to the company during the said financial year.

Your Company has complied with the mandatory Corporate Governance requirements stipulated under the Listing Regulations.
A separate Report on Corporate Governance is annexed as Annexure-I here to forming part of this report together with the
requisite certificate from Ramesh Chandra Mishra & Associates, Practicing Company Secretaryas stipulated under the Listing
Regulations.

The company constituted their internal committee(s) for better governance of the Board.Company is adopting Corporate
Governance requirements voluntarily.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) COMPOSITION:

The Company’s Board of Directors consists of distinguished individuals with proven competence and integrity. Besidesstrong
financial acumen, strategic astuteness, experience and leadership qualities, they have a significant degree of dedication to the
Company and invest adequate time to Meetings and preparation. In terms of requirement of Listing Regulations, 2015, the Board
has defined fundamentals, skills, expertise and competencies of the Directors in the context of the Company’s business for
effective functioning and how the current Board of Directors is fulfilling the required skills and competences. As of March 31,
2024, the Board Comprises of four (4) Directors, out of which One (1) is Executive Director and three (3) are Non-Executive
Independent Directors (including one Independent Woman Director).

As on the date of this Report, following are the Key Managerial Personnel of your Company in accordance with the provisions
of Section 2(51) read with Section 203 of the Act •

SRNO.

NAME OFDIRECTOR

CATEGORY

DESIGNATION

1

Mr. Hitesh Mohanlal Patel

Executive- Managing Director

Managing Director

2

Mr. GauravPankaj Shah

Non Executive, Independent Director

Independent Director

3

Mr. Yezdi Jal Batliwala

Non Executive, Independent Director

Independent Director

4

Mrs. Mohita Gupta*

Non Executive, Independent Director

Independent Director

5

Mrs. SushamaAnuj Yadav**

Non Executive, Independent Director

Independent Woman Director

6

Mrs. Daljeet Kaur

Company Secretary

Company Secretary and Compliance

7

Mr. Sunil KumarAgarwal

Chief Financial Officer (CFO)

Chief Financial Officer

* Mrs. Mohita Gupta resigned w.e.f. 23rd August,2023.

** Mrs. SushamaAnuj Yadav appointed w.e.f. 29.08.2023

appointment/re-appointment:

The Board of Directors at its meeting held on29TH August, 2023 AppointedMrs. Sushama Anuj Yadav (DIN:07910845) as Director
(Non Executive, Independent Director)subject to approval of shareholders at the ensuing Annual General Meeting of the Company
for the period ofFive (5) years commencing from29TH August, 2023to28TH August, 2028. Resolution seeking shareholders’
approval for her appointment along with other required details are provided as an Annexure to Notice of the Annual General
Meeting.

CESSATION:

Mrs. Mohita Gupta (DIN: 03515039), Independent Director, stepped down as an Independent Director and Member of the Board
effective 23RD August,2023due to Preoccupation in other activities and inability to devote time to the business affairs of the
Company. She confirmed that there were no other material reasons for her resignation. The Board of Directors place on record their
deep appreciation for the contributions and guidance provided by Mrs. Mohita Guptaduring his tenure.

DIRECTORS RETIRING BY ROTATION:

In accordance with the provisions of Section 152 of the Act and the Company’s Articles of Association, Mr. Hitesh Mohanlal Patel
(DIN : 02080625) Managing Director retires by rotation at the forthcoming Annual General Meeting (“AGM”) and being eligible,
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.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of
Mr Hitesh Mohanlal Patel (DIN : 02080625)are provided as an Annexure-A to the Notice of the Annual General Meeting. 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.

DECLARATIONS BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down
under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent
Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they have complied
with the Company’s Code of Business Conduct & Ethics.

The Ministry of Corporate Affairs (“MCA”) vide Notification Number G.S.R. 804(E) dated October 22, 2019 and effective from
December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank
maintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors of the Company are registered with IICA.
In the opinion of the Board possess the requisite integrity, experience, expertise, proficiency and qualifications.

The Term of Mr. Yezdi Jal Batliwala (DIN 03018605) and Mr Gaurav Pankaj Shah (DIN 03018605) as the Non Executive- Independent
Director of the company will come to an end on 29th September 2024. They have continued for two terms of 5years each.
FAMILIARIZATION PROGRAMMES:

The Company has a Familiarization programme for its Independent Director which is imparted at the time of appointment of an
Independent Director on Board as well as annually. During the year, the Independent Directors of the Company were familiarized
and the details of familiarization programmes imparted to them are placed on the website of the Company and the web link thereto
iswww.nutricircle.in

NUMBER OF MEETINGS OF THE BOARD :

The Board meets at regular intervals to discuss and decide on business policies and strategies. The Board exhibits strong
operational oversight with regular business presentations at Meetings. The Board Meetings are prescheduled to help them plan
their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, of the
Board’s approval taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent
Board meeting. The agenda for the Board Meetings includes detailed notes on the items to be discussed to enable the Directors
to take informed decisions.

During the Financial Year 2023-24, Five Meetings of the Board of Director were conducted. The details of Board Meetings and the
attendance of the Directors at such meetings are also provided in the Corporate Governance Report, which forms part of this
Annual Report. The intervening gap between the meetings was within the prescribed period under the Companies Act, 2013 and
the Listing Regulations.

Sr. No

Date

Board Strength

No. of. Directors Present

1

12th May, 2023

4

4

2

10th August, 2023

4

4

3

29th August, 2023

4

4

4

9th November, 2023

4

4

5

9th February, 2024

4

4

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.

POLICY ON DIRECTORS APPOINTMENTAND REMUNERATION:

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013,
adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms
laid out in the nomination and remuneration policy of the Company.Details is annexed as Annexure- V.

COMPOSITION OF BOARD COMMITTEES:

Currently, the Board has Three Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders
Relationship Committee

A detailed note on the Board and its Committees is provided under the Corporate Governance Report in Annexure-Ithat forms part
of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the
following statement in terms of Section 134(3) (c) of the Act :

(i) That in the preparation of the accounts for the financial year ended 31st March, 2024, the applicable accounting standards
have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that were 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 the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2024 on a ‘going concern’ basis.

(v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are
operating effectively. Such controls means controls and policies and procedures adopted and adhered by the company for
orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and
maintenance of accounting records and timely preparation of financial statements and review its efficiency.

(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 effectively.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual
evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including
Independent Directors, Managing Director, Chief Financial Officer and Executive Directors.

Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as
adequacy of the composition of the Board and its Committees, Board Culture, Execution and Performance of Specific Duties,
Obligations and Governance and the evaluation was carried out based on responses received from the Directors. The performance
evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation
of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework,
frequency and adequacy of time allocated at the Committee Meetings to fulfill duties assigned to it, adequacy and timeliness of
the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees,
effectiveness of the Committee’s recommendation for the decisions of the Board, etc.

The performance evaluation of Independent Directors was based on various criteria, inter-alia, including attendance at Board and
Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with
regard to the Company’s business, understanding of industry and global trends etc

The performance evaluation of the Directors and Committees was completed during the year under review. The Independent
Directors of the Company have held one meeting during the year without the presence of Non-Independent Directors and
members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole.

The Board of Directors expressed their satisfaction with the evaluation process.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and
Company’s operations in future.

ENVIRONMENT, HEALTHAND SAFETY:

The Company ensures strict compliance with all the statutory requirements. The focus continues on water and energy conservation,
increasing the proportion of green energy in the overall energy consumption and reduction in generation of waste. The Company
has robust environment management system in place to ensure all environmental risks and opportunities associated with our
operations are taken care.

The safety culture is a journey and management through frequent communication and training is strengthening the safety culture
across the Organization and keep reinforcing the discipline. We are also committed to provide a safe & healthy work environment
across all the manufacturing plants and offices. The management have put in place strong processes and procedures across all
the plants and have systems to continuously monitor its adherence. The Company’s plants continue to improve well-being of its
personnel by organizing occupational health examination, periodic health check-ups and workplace monitoring.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations is
implemented through the Company’s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the
Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such
mechanism and make provision for direct access to the Chairman of the Audit Committee. The Whistle Blower Policy has been
posted on the website of the Company at www.nutricircle.in

During the financial year under review, no complaints were received under the Whistle Blower Policy / Vigil mechanism
A AUDITORS AND REPORTS:

a) Statutory Auditor & their Audit Report for the year ended March 31, 2024:

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:008801 S/S200060)were appointed as Statutory Auditors of the Company for a period of five consecutive years at the
30thAnnual General Meeting (AGM) of the Members held on September 29 2023 till the Conclusion of 35th Annual General
Meeting of the Company to be held in the year 2028.

During the year, the statutory auditors have confirmed that they satisfy the Independence criteria required under the Companies
Act, 2013, the Code of Ethics issued by The Institute of Chartered Accountants of India.

The Auditors’ Report on the Financial Statement for the year ended March 31, 2024, is unmodified i.e., it does not contain any
qualification, reservation, adverse remark or disclaimer and notes thereto are self-explanatory and do not require any explanations.
The Auditors had not reported any fraud under Section 143(12) of the Act and therefore no details are required to be disclosed
under Section 134 (3)(ca) of the Act.

b) Secretarial Auditor & Their Audit Report For The Year Ended March 31, 2024 :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company had appointed Ramesh Chandra Mishra & Associates, Company Secretary in
practice (Membership No.: 5477 Certificate of Practice No. 3987), Secretarial Auditor to undertake the Secretarial Audit of the
Company for the Financial Year ended March 31, 2024.

The Secretarial Audit Report is included as Annexure-IIIand forms an integral part of this Report. The Secretarial Audit Report
does not contain any qualifications, reservations, adverse remarks or disclaimer. During the year under review, the Secretarial
Auditor had not reported any fraud under Section 143(12) of the Act and therefore no details are required to be disclosed under
Section 134 (3)(ca) of the Act.

c) Cost Auditor:

During the financial year under review, provisions of Section 148 of the Act, readwith Companies (Audit &Auditors) Rules,2014
and other applicable provisions, if any, relating to the Cost Audit are not applicable to the Company.

REPORTING OF FRAUD :

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed
in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be
mentioned in this Report.

ANNUALRETURN:

In terms 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 is available on the website of the Company at www.nutricircle.in

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 3 4 read with Schedule V to Listing Regulations, Management Discussion and Analysis Report, capturing
your Company’s performance, industry trends and other material changes with respect to your Company’s and its subsidiaries,
wherever applicable, for the year under review is presented in a separate section given as Annexure- Ilforming part of this Annual
Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection
to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental
thereto, with the objective of providing a safe working environment, where employees feel secure.

All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has
been uploaded on the internal portal of the Company for information of all employees.

During the year under review, there was no complaint of discrimination and harassment including sexual harassment received by
the committee.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of Energy, Technology Absorption are not applicable in the case of the company. However the
company took adequate steps to conserve the Energy and used the latest technology.

FOREIGN EXCHANGE (inflow/outflow):

During the year under review there were no foreign Exchange Earnings. The Foreign Exchange out go is Nil.

SECRETARIAL STANDARDS COMPLIANCES:

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of
Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

GREEN INITIATIVES:

Your Company has adopted a green initiative to minimize the impact on the environment. In commitment to keep in line with the
Green Initiatives and going beyond it, electronic copy of the Notice of 31stAnnual General Meeting of the Company including
the Annual Report for Financial Year 2023-24 are being sent to all Members whose e-mail addresses are registered with the
Company / RTA.

INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at
different locations have been insured against fire and allied risks.

BANKAND FINANCIALINSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

CAUTIONARY STATEMENT:

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s objectives,
projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that
could make difference to the Company’s operations include raw materials availability and its prices, cyclical demand and pricing
in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and
the countries in which the Company conducts business and other ancillary factors.

acknowledgement:

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the
Company at all levels and the constructive cooperation extended by them. Your Directors would like to express their grateful
appreciation for the assistance and support by all Shareholders, Government Authorities, and Auditors, financial institutions,
Customers, employees, suppliers, other business associates and various other stakeholders.

By Order of the Board of Directors
For Nutricircle Limited

Sd/-

Hitesh Mohanlal Patel
Managing Director
DIN:02080625

Date : 14th August, 2024
Place: Hyderabad

REGISTEREDOFFICE:

Place: 5-8-272, Flat No. 201, Ayesha Residency,

Public Garden Road, Nampally, Hyderabad 500001.

CIN : L18100TG1993PLC015901
Email : nutricirclelimited@gmail.com
info@.nutricircle. in
Website: www.nutricircle.in