Your Directors have pleasure in presenting the Thirty Fifth Annual Report of the Company
together with the Audited Financial Statement for the year ended 31^st March, 2025.

1. FINANCIAL AND OPERATIONAL PERFORMANCE

a. Standalone Financial Results

(In Rupees)

b. Operations:

The Company's total revenue is NIL in F.Y. 2024-25 as compared to NIL in F.Y. 2023-24.
The Company made a loss of Rs. 5,00,961/- in financial year 2024-25 as compared to
loss of Rs. 6,15,824/- posted in financial year 2023-24.

The Company had huge loans and interest payments but due to financial constraints the
Company couldn't repay the loans taken from Saraswat Bank. Hence Saraswat Bank vide
their letter dated February 18, 2020 sent to the Company a notice declaring the
company as Non-Performing Asset (NPA) and thereafter the Company handed over the
assets of the Company to Saraswat Bank.

c. Report on Performance of Subsidiaries:

The Company does not have any subsidiary company.

d. Dividend:

Your directors have not recommended any dividend for the financial year ended 31^st
March, 2025 and no amount has been transferred to reserves.

e. Transfer to reserves:

During the year under review, the Board of Directors has not recommended transfer of
any amount to reserves.

f. There was no change in the nature of business of company during F.Y. 2024-25.

g. Disclosures under section 134(3)(l) of the Companies act, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments
which could affect the Company's financial position have occurred between the end of
the financial year of the Company and date of this report.

h. Share Capital:

There was no change in the Company's Capital during the year under review.

I. DISCLOSURE OF INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material
or serious observation for inefficiency or inadequacy of such controls are reported.

II. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Full Particulars of Loans & Guarantees Given, Investments made and Securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the financial statement. (Please refer to Notes [13
of the Financial Statement.)

III. PARTICULARS OF CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS WITH RELATED
PARTIES:

All contracts / arrangements / transactions, falling within the purview of Section 188 of
the Companies Act, 2013, entered into by the Company during the financial year with
related parties were in the ordinary course of business and on an arm's length basis. None
of the transactions entered into by the Company with related parties were material in
nature i.e. exceeding the limit 10% of annual turnover of the Company.

The particulars of contracts or arrangements with related parties are forming part of notes
to Accounts in this Annual Report.

All Related party transactions have been placed before the Audit Committee and
subsequently before the Board for its approval. As per the policy on Materiality of and
Dealing with Related Party Transactions, omnibus approval was obtained on annual basis
for transactions which are of repetitive nature. The policy on related party transactions as
approved by the Board of Directors has been uploaded on the website of the Company.

IV. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AND
DECLARATION BY INDEPENDENT DIRECTORS:

During the financial year under review:

Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, no director is liable
to retire by rotation.

Declaration by Independent Directors:

The Company has received and taken on record the declarations received from all the
Independent Directors of the Company in accordance to Section 149(6) of the Companies
Act, 2013 confirming their independence I the Company.

V. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

A. BOARD MEETINGS:

Six (6) meetings of Board of Directors were held during the financial year under review
details of which are furnished in the Corporate Governance report forming part of
Annual report.

B. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
Annual Financial Statements of the Company for the financial year ended March 31,
2025, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts for the financial year ended 31^st
March, 2025, the applicable accounting standards have been followed along

b. such accounting policies have been selected and applied consistently and the
Directors 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 as at 31^st
March, 2025, and of the Loss of the Company for that year.

c. proper and sufficient care was taken 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.

d. the annual accounts of the Company have been prepared on a going concern
basis.

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

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

C. COMMITTEES OF BOARD:

The Company has the following three (3) board level Committees which have been
established in compliance with the requirements of the business and relevant
provisions of applicable laws and statutes:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee.

Details with respect to the composition, terms of reference, number of meetings
held, etc. of these Committees are provided in Corporate Governance Report which
forms part of the Annual Report.

D. POLICIES:

(I) Vigil Mechanism Policy:

In compliance of the requirements of section 177 of the Companies Act, 2013,
Regulation 22 of Listing Regulations and as measure of good Corporate
Governance practice, the Board has formulated a Vigil Mechanism Policy. The
policy comprehensively provides an opportunity for employees / directors of
the Company to raise issue concerning breaches, accounting policies or any act
resulting in financial or reputation loss and misuse of office or suspected or
actual fraud. The policy is adequate safeguard against victimization.

The Board of Directors of the Company has, pursuant to the provisions of
Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism
Policy" for Directors and Employees of the Company to provide a mechanism
which ensures adequate safeguards to employees and Directors from any
victimization on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any, financial statements and
reports, etc. and the same is also hosted on the website of the Company.

The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral
and legal conduct of business operations.

(II) Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy
and Guidelines to avoid events, situations or circumstances which may lead to
negative consequences on the Company's businesses and define a structured
approach to manage uncertainty and to make use of these in their decision¬
making pertaining to all business divisions and corporate functions. Key
business risks and their mitigation are considered in the annual/strategic
business plans and in periodic management reviews.

E. Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company's
business and size and complexity of its operations are in place and have been
operating satisfactorily. Internal control systems comprising of policies and
procedures are designed to ensure reliability of financial reporting, timely feedback
on achievement of operational and strategic goals, compliance with policies,
procedure, applicable laws and regulations and that all assets and resources are
acquired economically, used efficiently and adequately protected.

VI. AUDITORS AND AUDITOR'S REPORTS:

a. Statutory Auditor and their report:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014, M/s Raman S. Shah & Associates,
Chartered Accountants, registered with the Institute of Chartered Accountants of
India (ICAI) bearing registration number 119891W, have been appointed as the
Statutory Auditors of the Company, from the conclusion of the Thirty Second Annual
GeneralMeeting (AGM) held on 29^th September, 2022 till the conclusion of the Thirty

Seventh AGM of the Company, subject to the ratification of their appointment at every
AGM.

M/s Raman S. Shah & Associates has provided their respective consent, certificates
and declaration as required under Section 139 and 141 of the Act and the Companies
(Audit and Auditors) Rules, 2014. The Report of the Auditors on the financial
statement for the year ended 31^st March 2025 contains one qualification as under:

Qualification:-

I. Notice is issued by Saraswat Bank dated 18 February 2020 under section 13(2) of the Securitization
and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act 2002
for non-payment of principal and interest of Rs. 76.24 crores up to 18 February 2020, after the due
date by the Company and therefore all loan accounts became Non-Performing Assets effective from
respective dates mentioned in such notice.

II. The Company has shareholding of 33.58% in paid-up capital of Techno Point Mercantile Private
Limited. Therefore, Techno Point Mercantile Private Limited is an associate company within the
meaning of Section 2(6) of the Companies Act, 2013; the Company has a significant influence as the
Company controls at least 20% voting power of the other company. The Company has not prepared
consolidated financial statements of the Company and Techno Point Mercantile Private Limited
which is an associate company in the same form and manner as it prepares its own financial
statements. The consolidated financial statements of the Company need to be laid before the
shareholders of the Company with its own financial statements. However, the Company is of the
view that there is no significant influence in determining an associate company with control over
voting power, rather than control over share capital.

III. With reference to Trade Receivables of Rs. 33.54 lakhs as at 31 March 2025, in the absence of third
party confirmation, reconciliation, if any, and other supportive audit evidence, we are unable to
comment upon its balance recoverability, if any.

IV. With reference to Other Current Assets (Security Deposits, Loans and advances to employees and
balances with government authorities) of Rs. 4.62 crores as at 31 March 2025, in the absence of
third party confirmation, reconciliation, if any, and other supportive audit evidence, we are unable
to comment upon its balance recoverability, if any.

V. With reference to Unsecured Borrowing from related party of Rs. 1.79 crores as at 31 March 2025,
in the absence of third party confirmation, reconciliation, if any, and other supportive audit
evidence, we are unable to comment upon its balance outstanding, if any.

VI. With reference to Trade Payables of Rs. 8.54 crores as at 31 March 2025, in the absence of third
party confirmation, reconciliation, if any, and other supportive audit evidence, we are unable to
comment upon its balance outstanding, if any.

Emphasis of Matter

1. We draw attention to Note No. 10 in the financial statements. The Company has incurred net

loss after exceptional items of Rs. 5.01 lakhs during the year ended 31 March 2025 and as of
that date, the Company's accumulated losses aggregate to Rs. 62.57 crores resulting into
eradication of entire net worth, negative working capital, loss of key personnel and negative
cash flow. Hence the Company's future performance is doubtful and it has not been able to pay
liabilities of banks, creditors. These factors along with other matters as set forth in said note
raise substantial doubt about the Company's ability to continue as a going concern in the
foreseeable future.

_NUTRAPLUS INDIA LIMITED_

2. We draw attention to Note 10 of the accompanying financial statements; during the year under
review, the Company incurred huge losses, which resulted into eradication of entire net worth,
negative working capital, loss of key personnel and negative cash flow. Hence the Company's
future performance is doubtful and it has not been able to pay liabilities of banks, creditors.

3. We draw attention to Note No. 11 of the accompanying financial statements regarding notice
issued by the Saraswat Co-Operative Bank Limited under section 13(2) of the Securitization and
Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act 2002
for non-payment of principal and interest thereon after the due date by the Company and
therefore all loan accounts became Non-Performing Assets effective from respective dates
mentioned in such notice. These factors along with other matters as set forth in said notice
raise substantial doubt about the Company's ability to continue as a going concern in the
foreseeable future.

In view of the same and events stated in points I, II, III, IV, V and VI in the paragraph
above "Basis for Qualified Opinion", indicate that a material uncertainty exists that may
cast a significant doubt on the Company's ability to continue as a going concern (Note
No. 31 of accompanying financial statements).

Reply to the qualification: -

Notice is issued by Saraswat Bank dated 18^th February, 2020 under section 13(2) of the Securitization
and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act 2002 for
non-payment of principal and interest of Rs. 76.24 Crores up to 18^th February, 2020, after the due
date by the company and therefore all loan accounts became Non-Performing Assets effective from
respective dates mentioned in such notice.

The Company is in negotiation with Banks to grant loan and overdraft facilities. Further Company is
exploring possibilities of receiving investments in order to get sufficient funds to run the business.

The Company is hopeful to revive its business and start full fledge operations in near future.

Management's Responsibilities for the Standalone Financial Results

The Statement has been prepared on the basis of the standalone annual financial
statements. The Board of Directors of the Company are responsible for the
preparation and presentation of the Statement that gives a true and fair view of the
net loss and other comprehensive income of the Company and other financial
information in accordance with the applicable accounting standards prescribed under
Section 133 of the Act read with relevant rules issued thereunder and other
accounting principles generally accepted in India and in compliance with Regulation
33 of the Listing Regulations. This responsibility also includes maintenance of

adequate accounting records in accordance with the provisions of the Act for

safeguarding of the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the Statement that give a
true and fair view and are free from material misstatement, whether due to fraud or
error.

In preparing the Statement, the Board of Directors are responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the
Board of Directors either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial
reporting process.

b. Secretarial Auditor and their Report

The Board had appointed Ms. Divya Mohta, Practicing Company Secretary as Secretarial auditors for
the financial year 2024-25. Secretarial Audit Report issued by Ms. Divya Mohta in form MR-3 for the
FY 2024-25 forms part of this report and marked as Annexure I. There were certain qualifications,
observations, reservation or comments or other remarks in the Secretarial Audit Reports which are
self-explanatory.

Reply to the qualification: -

Notice is issued by Saraswat Bank dated 18^th February, 2020 under section 13(2) of the Securitization
and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act 2002 for
non-payment of principal and interest of Rs. 76.24 Crores up to 18^th February, 2020, after the due
date by the company and therefore all loan accounts became Non-Performing Assets effective from
respective dates mentioned in such notice.

As per requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company needs to appoint Independent Directors, Women
Director, KMPs and Company Secretary.

Further Listing Fees for BSE Limited and Depositories needs to be paid.

The Company is in negotiation with Banks to grant loan and overdraft facilities. Further Company is
exploring possibilities of receiving investments in order to get sufficient funds to run the business.

The Company is committed to fulfil the requirement of law as soon as sufficient funds are available
to the Company.

VII. ANNUAL EVALUATION:

The Board evaluated the effectiveness of its functioning and that of the Committees
and of individual directors by seeking their inputs on various aspects of
Board/Committee Governance.

The aspects covered in the evaluation included Board Composition, Strategic
orientation, Board Functioning and Team Dynamics, leadership style, contribution to
and monitoring of corporate governance practices, fulfilment of Directors' obligations
and fiduciary responsibilities, including but not limited to, active participation at the
Board and Committee meetings.

The Nomination and Remuneration Committee considered and discussed the inputs
received from the Directors and outcome of such evaluation process was satisfactory,
which reflected the overall engagement of the Board and its Committees with the
Company.

Further, the Independent Directors at their meeting, reviewed the performance of
Board, Chairman of the Board and of Non- Executive Directors.

VIII. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL
PERSONNEL AND EMPLOYEES:

Information required pursuant to Section 197 (12) of the Companies Act, 2013 read
with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not applicable as not remuneration is paid.

IX. FRAUD REPORTING:

During the year under review, there was no material or serious instances of fraud
falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules
made thereunder, by officers or employees, reported by the Statutory Auditors of the
Company during the course of the audit conducted.

X. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies
(Accounts) Rules, 2014 are furnished as under:

a. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is uploaded
on website of the Company.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are furnished in Annexure V which forms part of this Report.

c. Corporate Governance and Management Discussion & Analysis Reports:

The Company is committed to maintain high standards of Corporate Governance and
adheres to its requisites set out by the respective authorities. The report on Corporate
Governance as stipulated under the Listing Regulations is annexed vide Annexure III and
forms an integral part of this Annual Report.

Certificate issued by Managing Director and Chief Executive Officer of Company with
regard to certification on Audited Financial Statement of the Company for financial year
2024-25 is also annexed herewith vide Annexure IV and forms an integral part of this
Annual Report.

The Company has laid down the Code of Conduct for all Board Members and Senior
Management personnel of the Company.

Management Discussion and Analysis Report for the year under review, as required
pursuant to the provisions of Regulation 34 read with Schedule V (B) of Listing
Regulations is annexed herewith vide Annexure II and forms part of this Annual Report.

d. General Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactions pertaining to these matters during F.Y. 2024-25 :

Details relating to acceptance of deposits covered under Chapter V of the Companies Act,2013.

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares and ESOS) to employees of the Company
under any scheme.

c. Instances with respect to voting rights not exercised directly by employees of the
Company.

d. The Managing Director nor the Whole-time Directors of the Company have received any

remuneration or commission from its wholly owned subsidiary Company/ subsidiary.

e. Your Directors further state that:

f. No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in future.

g. There was no change in the nature of business of company during F.Y. 2024-25.

h. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at
workplace has been reported to company during F.Y. 2024-25.

i. Reinstatement of the financial statements of the previous financial years.

XI. CAUTIONARY STATEMENT:

Statements in the directors' and management discussion and analysis describing the
company's objectives, projections, estimates, expectations or predication may be "forward¬
looking statements' within the meaning of applicable securities laws and regulations, actual
results could differ materially for those expressed or implied, important factors that could
make difference to the company's operations include raw material availability and its prices,
cyclical demand and pricing in the company's principle markets, changes in government
regulations, tax regimes, economic developments within India and the countries in which the
company conducts business and other ancillary factors.

XII. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank its customers, shareholders, suppliers, bankers,
business partners/associates, financial institutions and Central and State Governments for
their consistent support and encouragement to the Company.

Your Directors record with sincere appreciation the valuable contribution made by the
employees at all levels and looks forward to their continued commitment to achieve further
growth and take up more challenges that the Company has set for the future.

For and on behalf of the Board of Directors

Uday Mukesh Desai Mukesh Naik

Chief Executive Officer Chairman & Managing

Director
DIN:00412896

Place: Mumbai
Date: September 5, 2025