Source Natural Foods & Herbal Supplements Ltd

To,

The Members,

Source Natural Foods and Herbal Supplements Limited.

Bangalore

The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31, 2024. The Financial Highlights for the year under review are given below:

1. FINANCIAL RESULTS:

(Rs. in Lakhs)

2. PERFORMANCE REVIEW:

The Total revenue of the Company for the year ended 31st March 2024 was Rs. 2,730.31 Lakhs, as compared to the total revenue in previous year of Rs. 1,980.04 Lakhs.

The total expenses for the year ended 31st March 2024 have increased to Rs. 2,407.50 lakhs compared to Rs. 1,706.46 lakhs of the previous year ended 31st March 2023.

Company Performance and Valuation

• Growth Metrics: The Company has experienced impressive growth with a topline of approximately 37% over the last year. Your directors are confident of continuous growth in the coming years in terms of revenue and profitability.

• Financial Strength: Strong financial fundamentals are evidenced by peer-average net margins and ROE percentages. The intrinsic value of the company exceeds its current market capitalization, suggesting potential for further growth.

New Product Launch

• Product Introduction: The company has planned to expand its product portfolio with new launches in Ayurvedic Medicines and Foods Supplements segments.

Marketing Strategy

• Communication:

a. Pull Mechanism: Leverages reputation and cumulative advantages to attract customers rather than traditional push methods.

b. Direct Marketing: Utilizes personal presentations, product demonstrations, and participation in industry events to build and maintain relationships.

• Customer Engagement & Retention:

• a. Acquisition Criteria: Focuses on clients' creditworthiness, market standing, and long-term relationship potential.

• b. Ongoing Engagement: Regular interaction to align with customer preferences and market trends, aiming for high customer satisfaction and delight.

• Target Audience Segmentation:

a. National Chains: Company is engaging with some other channels for products to be on their shelfs in newer markets. Formal presentations and demonstrations are being made.

b. Local Chains: Informal approaches with physical stock presentations and product benefits explanations.

c. Family or standalone Stores: Personalized engagement with high retention.

• Distributors & Exporters: Tailored strategies for supply and export are being worked upon continuously as per market needs.

• Industry Challenges and Future Outlook

a. Labour Issues: Shortage of skilled labor and resistance to automation due to traditional methods.

b. Automation: The shift towards high-end automation is ongoing but slow, with a need for systematic training for new technologies.

3. FUTURE PROSPECTS & OUTLOOK:

The future looks to be very interesting for the dietary supplements market. Ayurveda and herbal are increasingly becoming "back to roots" answers to modern problems. Your company vision is to make the Ayurveda reach across the globe by focusing on selling Ayurveda-based and immunity-boosting products. The requirements of consumers have shifted to healthy foods and beverages options. With the onset of Covid-induced pandemic, consumers are now demanding for immunity boosters and this trend is boosting FMCG immunity portfolio.

Your Company intends to focus on increasing their portfolio of immunity-boosting products and will continue to contribute towards the growth of Ayurveda and Herbal Supplements and at the same time enhance shareholders wealth by accelerated performance.

Source Natural is all geared up for 2024-25 with new product lines. The focus will be on offering wellness products enriched with Ayurvedic herbs.

4. RESEARCH AND DEVELOPMENT:

Ayurveda refers to natural ancient healthcare system and science of medicine The Indian ayurvedic products market is primarily driven by the increasing preference for organic and natural products among the masses. In line with this, the rising awareness regarding the harmful effects of chemicals utilized in the food and daily use products and the growing health-consciousness among individuals are creating a positive market outlook. Moreover, the penetration of high-speed internet and the rising popularity of social media among the masses are further providing a boost to the demand for ayurvedic products in India. The research methodology should be planned and adopted accordingly.

5. DIVIDEND:

In order to conserve the available resources for future growth, your directors do not recommend any dividend for the financial year ended 31-03-2024.

6. AMOUNT TRANSFERRED TO RESERVES:

Your directors do not propose to transfer any amount to any reserves. The entire profit will be retained as surplus.

7. CHANGE IN THE NATURE OF BUSINESS:

As per the requirements Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014, Company declares that there is no significant change in the nature of business of the Company during the financial year under review.

8. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As per the requirements Section 134(3)(I) of the Companies Act, 2013, Company declares that, there are no significant material changes and commitments affecting financial position of the Company between 31st March, 2024 and the date of Board's Report.

9. SHARE CAPITAL:

The Authorised Share Capital of your Company is Rs.9,00,00,000/- divided into 90,00,000Equity Shares of Rs. 10/- each. The Paid-up Capital is Rs. 6,43,69,310/- divided into 64,36,931 Equity Shares of Rs. 10/- each.

During the year under review, there is no change in the Share Capital of the Company.

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share capital and Debentures) Rules, 2014.

b. Issue of Sweat Equity Shares:

The Company has not issued any sweat equity share during the financial year, in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

c. Issue of Equity Shares with Differential Rights:

The Company has not issued any equity shares with differential voting rights during the financial year, as per Rule 4(4) of Companies (Share capital and Debentures) Rules, 2014.

d. Issue of Employee Stock Option:

The Company has not issued any employee stock option during the financial year, as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

KEY MANAGERIAL PERSONNEL:

In compliance with Section 203 of the Companies Act, 2013, the following are the Key managerial Personnel of the Company:

*Mrs. Ruchi Chowdhury has resigned with effect from 31st July 2024

A. RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Tejagna Katapitia retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommend his re-appointment.

B. APPOINTMENT

Mrs. Ruchi Chowdhury was appointed as Company Secretary and Compliance Officer effective from April 27, 2023. Except for this, no appointment of KMP and Directors have occurred during the year under review.

C. CESSATION

No cessation of KMP and Directors have occurred during the year under review.

D. POLICY ON DIRECTORS' APPOINTMENT, ANNUAL PERFOMANCE EVALUATION OF THE BOARD AND POLICY ON REMUNERATION:

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Board adopted the policy on appointment of Board members including criteria for determining qualification, positive attributes, independence of a director and the policy on remuneration of Directors, KMP.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive directors and nonexecutive directors. The same was discussed in the Board meeting that followed, at which the performance of the Board, its Committees and individual directors were discussed.

E. DECLARATION OF INDEPENDENT DIRECTORS:

In accordance with Section 149(7) of the Companies Act, 2013, the Independent Directors of your Company, have given a Declaration that they meet the criteria of Independence as provided in sub section (6)of Section 149 of the Act. There has been no change in terms and conditions of appointment of Independent Directors.

(I) Familiarization Programmes for Independent Directors:

In accordance with the requirements of Listing Regulations, all the Independent Directors are familiarized with their roles, rights and responsibilities in the Company at the time of appointment and also on a recurrent basis. The details of the policy relating to appointment of Independent Directors and familiarization programme imparted to Independent Directors of the Company during Financial Year 2023-24 are available on the website of the Company at: http://www.source-natural.com.

F. PARTICULARS OF REMUNERATION TO DIRECTORS/KMP/EMPLOYEES:

There were no employees during the year 2023-24 covered under the provisions of Section 197of the Companies Act, 2013.

The details of Remuneration paid to the Directors, Key Managerial Personnel and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Form MGT-7 which is posted on website of the company. https://www.source- natural.com/pages/annual-report-annual-returns-2024.

11. NUMBER OF MEETINGS OF THE BOARD AND THEIR ATTENDANCE DURING THE FINANCIAL

YEAR 2023-24

12. NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:

During the year 2023-24, the Committee met 5 (Five) times on the following dates, viz, May 24, 2023, July 31, 2023, August 11, 2023, November 9, 2023 and February 14, 2024.

The following are the details of the Directors, their attendance at the Audit Committee Meeting held during the year 202324.

13. NUMBER OF MEETINGS OF THE STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is constituted pursuant to the provisions of the Companies Act, 2013.

During the year one meeting of the Committee was held on 9th November 2023.

The following are the details of the Members, their attendance at the Stakeholders Relationship Committee Meeting held during the year 2023-24.

14. NUMBER OF MEETINGS OF THE NOMINATION AND REMUNERATIONCOMMITTEE:

The Nomination and Remuneration Committee is constituted pursuant to the provisions of the Companies Act, 2013.

During the year 2023-24, the Committee met 2 (Two) times on the following dates, viz April 27th, 2023 and August 11th 2023.

The following are the details of the Members, their attendance at the Nomination and Remuneration Committee Meeting held during the year 2023-24.

15. DETAILS OF SHAREHOLDERS MEETINGS HELD AND ATTENDANCE FOR THE YEAR 2023:

16. A) DISTRIBUTION OF SHAREHOLDING AS AT 31st MARCH, 2024

16. B) MARKET PRICE DATA AND PERFORMANCE COMPARISON:

The market price data High, Low and Close during each month from 1st April 2023 to 31st March, 2024 are mentioned below:

17. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors confirm:

a. That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

b. That they 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 on 31st March, 2024 and of the profit and loss of the Company for that period;

c. That they 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;

d. That they have prepared the annual accounts on a going concern basis;

e. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. AUDITORS:

In accordance with Section 139 of the Companies Act, 2013 and rules there under, M/s. Srinaga & Giridharan, Chartered Accountants, Bangalore were appointed as the Statutory Auditors of the Company at 26th Annual General Meeting for a period of 5 years. The Audit Report for the financial year 2023-24 as certified by the Statutory Auditors of the Company does not contain any qualification, reservation or adverse remarks and therefore does not require any explanations from the Directors.

Reporting of Frauds by Auditors:

During the year under review, there is no instance of frauds reported by the Auditors under Section 143 (12) of the Companies Act, 2013 and the rules made thereunder.

19. SECRETARIAL AUDIT REPORT:

The Board appointed CS. Ajay Suman Shrivastava, Practicing Company Secretary, to carry out Secretarial Audit for the financial year 2023-24, under the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is annexed to this report as Annexure-1. There are no qualifications made by the Auditor in the report. Annexure 2 is annexed as certificate of Non-Dis-Qualification of Directors.

20. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the various provisions of all mandatory Secretarial Standards, including amendments thereto, as issued by the Institute of Company Secretaries of India ('ICSI').

21. RELATED PARTY TRANSACTIONS:

All Related Party Transactions are in compliance of the Companies Act, 2013 and the SEBI Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large.

All Related Party Transactions entered into by the Company were in the Ordinary Course of Business and at an Arm's Length basis and were reviewed and approved by the Audit Committee and the Board and have been approved by shareholders also. Omnibus approval is obtained for transactions which are foreseeable and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Complete details of Related Party Transactions are given in the Notes to Financial Statements forming part of this Annual Report.

In compliance with the requirements of the Listing Regulations, the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transaction as approved by the Board may be accessed on the Company's website: http://www.source-natural.com.

Information on transactions with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC-2 and is attached as "Annexure - 5" to this Annual Report.

22. CREDIT RATINGS:

The Company has not obtained any Credit Rating from any agency as the same is not mandated by any Bank due to low Credit exposure of the Company.

21. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report, prepared in accordance with Schedule V of the SEBI Listing Regulations, are annexed to this report as Annexure-3.

22. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, there have been no significant and material orders passed by any regulators or courts or tribunal.

23. RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Director of the Company.

The Company identifies risks and control systems to mitigate them are in place. In the opinion of the Board, at present there are no risks which may threaten the existence of the Company.

23. ANNUAL RETURN:

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rule, 2014, the Annual Return of the Company for the year ended March 31, 2024, has been hosted on the Company's website, which can be accessed at www.source-natural.com

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

According to section 134(5)(e) of the Act the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information

The Company has put in place an adequate system of internal financial controls with respect to the Financial Statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

25. ESTABLISHMENT OF VIGIL MECHANISM:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

26. THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has formulated an Anti-Sexual Harassment policy in line with the requirement of the Sexual harassment of Woman at Workplace (Prevention, prohibition and redressal) Act, 2013. There have been NIL complaints of such nature during the period under review.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As your Company's net worth does not exceed Rs. 500 Crores (or) Company's turnover does not exceed Rs. 1000 Crores or company's net profit does not exceed Rs. 5 Crores for the financial year, the provisions under Section 135 of the Act read with rules made there under, are not applicable. Hence, the compliance to the initiative of Corporate Social Responsibility is not required.

28. PREVENTION OF INSIDER TRADING:

The Board of Directors have adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulation,2015 as amended from time to time. The Insider Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code. The same has been displayed at the company's website at www.source-natural.com.

29. LISTING:

The shares of your Company continue to be listed on BSE Limited and traded actively during the year and the listing fees for the year 2023-24 have been paid. Your Company has duly complied with all the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the year under review.

30. General Shareholder Information

1. 29th Annual General Meeting

Date and Time: 30th September 2024, 11:00 A.M

2. Financial Calendar (2024-25) (Tentative)

The Financial year of the company is from 1st April of the year to 31st March of the next year.

For the year ending 31st March, 2025 quarterly Un-audited / Annual Audited results shall be announced as follows:

31. OTHER DISCLOSURES:

a. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014, the details of conservation of energy and technology absorption and Foreign exchange earnings and outgo are attached as Annexure-4.

b. Subsidiary, Holding, Associate Companies:

There are no subsidiaries to your Company as on the date of report. In terms of the shareholding, the Company is a subsidiary of Sriveda Sattva Private Limited.

c. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the details required to be furnished herein are NIL.

d. Particulars of Contracts or Arrangements made with Related Parties:

All the related party transactions are entered on arm's length basis and in the ordinary course of business, in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The details of the transactions with related parties are provided in the Notes to the financial statements.

e. Fixed Deposits:

Your Company has not accepted any Fixed Deposits from the Public within the meaning of Section 73 to 76 of the Companies Act, 2013, during the year under review. The details for the same are filed with the concerned authorities.

f. Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

Your company has not made any application under Insolvency and bankruptcy Code, 2016 during the year under review.

The details of 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 done any one-time settlement with the banks during the year under review.

32. ACKNOWLEDGEMENTS:

The Board take this opportunity to express their gratitude all the customers, vendors, investors and bankers for their continued support during the year. It places on record its appreciation for the contribution made by employees of the company at all levels. The Board also wishes to record its appreciation for business constituents like SEBI, BSE, NSDL, CDSL etc. for their continued support in the growth of the Company.

The Board thanks the Government of India, particularly the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate affairs the State Governments, and other government agencies for their support, and look forward to their continued support in the future.