Your Directors are pleased to present the 12^th Annual Report of Northern Spirits Limited (referred to as NSL or Company) on the business and operations together with the Audited Financial Statements for the year ended 31st March, 2024.

SUMMARY OF FINANCIAL RESULTS

The summarized financial performance of the Company for the year under review as compared with previous year’s figures are given hereunder:

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OPERATIONAL REVIEW

Gross revenues for this financial year stood at Rs. 1,23,530.58 Lakhs as against Rs. 90,566.11 Lakhs in the previous year. After providing for depreciation and taxation the net profit of the Company for the year under review was placed at Rs. 1,657.28 Lakhs as compared to the net profit of Rs. 1,113.37 Lakhs incurred during the previous year registering a steady growth of 48.85%. The Earnings Per Share (EPS) stood at Rs. 10.32 (face value of Rs. 10/- each) for the financial year ended 31^st March, 2024 as against 6.94 (face value of Rs. 10/- each) in the previous year. Company has produced a satisfactory performance both in terms of profitability and turnover inspite of the challenges faced during the year. Company’s prime focus has been on operational efficiency and market diversification.

DIVIDEND

The Board of Directors has recommended a final dividend of 2.5 % i.e. Re. 0.25 per equity share of Rs. 10/- each fully paid-up on the Equity Share Capital of the Company for the financial year ended 31^st March, 2024. The payment of dividend is subject to the approval of the members at the forthcoming Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company’s Dividend Distribution Policy. The Dividend Distribution Policy of the Company is annexed herewith as Annexure - A and also available on the Company’s website at www.northernspirits.co.in

SHARE CAPITAL

The paid-up equity capital as on March 31, 2024 was Rs. 16,05,12,000. No Bonus Shares were issued neither Company bought back any of its securities during the year under review. The Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity shares. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of

the Company. The Company has paid Listing Fees for the financial year 2024-25 to BSE Limited, where its equity shares are listed.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Therefore, it is not required to furnish information in respect of outstanding deposits under non- banking, non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

DEBENTURES

During the financial year under review, the Company has not issued or allotted any Debentures and does not have any outstanding Debentures

TRANSFER TO RESERVES

During the financial year under review, there was no amount transferred to the reserves of the Company. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Subsidiary/Joint Venture/Associate Company during the year under review. Hence, details for the same are not required to be mentioned.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Sweat Equity Shares or Equity Shares with Differential Rights during the financial year.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in prescribed Form - MGT 9 is furnished in Annexure - B and is attached to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement:-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

b) The directors had 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;

c) The directors had 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;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently.

Internal financial control 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.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held Twelve (12) Board Meetings during the financial year under review. Detailed information is given in the Corporate Governance Report.

BOARD EVALUATION

During the financial year, formal annual evaluation of the Board, its committees and individual Directors was carried out pursuant to the Board Performance Evaluation Policy of the Company and in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure) Regulations, 2015.

The Board of Directors has evaluated the performance of Independent Directors and expressed their satisfaction with the evaluation process.

The criteria for the performance evaluation of the Board of Directors includes aspects such as its composition and structure, and the effectiveness of its processes, information flow and functioning. The criteria for the performance evaluation of individual Directors includes aspects, such as the Director’s contribution to the Board of Directors and Committee meetings, including preparation on the issues to be discussed as well as meaningful and constructive contribution and inputs during meetings. In addition, the Chairperson is evaluated on the key aspects of his role.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

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 non-executive directors.

BOARD COMMITTEES

The Company has the following Committees of the Board:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders’ Relationship Committee

• Corporate Social Responsibility Committee

Composition of the above mentioned Committees, their respective roles and responsibilities are provided in the Corporate Governance Report which forms part of the Annual Report.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Directors had a separate meeting on March 31, 2024 without the attendance of Non-Independent Directors and Members of management. All the Independent Directors were present at the said meeting. The activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the financial year under review.

However, the Board has adopted this Policy in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Regulations) to ensure that all Related Party Transactions shall be subject to this policy and approval or ratification in accordance with Applicable Law. This Policy contains the policies and procedures governing the review, determination of materiality, approval and reporting of such Related Party Transactions. The Policy on Related Party Transactions is uploaded in the Company’s website www.northernspirits.co.in

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

The same is not applicable as the Audit Committee’s recommendations were accepted and implemented by the Board.

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

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or outflow during the year under review.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Board has constituted a Corporate Social Responsibility (“CSR”) Committee in terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 on May 25, 2022. The CSR Policy and the Annual Report on CSR have been annexed to the Directors Report as Annexure - C and Annexure - D respectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board comprises of eight Directors of which four are Independent. Pursuant to provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company Mr. Anuj Bakshi (DIN: 02500120) will retire by rotation at the ensuing AGM of the Company and being eligible, offers himself for re-appointment.

Mr. Arihant Jain (DIN: 05359143) has been appointed as an Independent Director of the Company on 27^th June, 2023. His appointment has been approved by the members at the 11^th AGM of the Company held on 22^nd September, 2023.

In terms of the provisions of Section 149, 152 of the Companies Act, 2013 which came into effect from 1^st April, 2014, Schedule IV and other applicable provisions, if any, read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of the Company and are not liable to retire by rotation. All Independent Directors of the Company have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The following are the Key Managerial Personnel of the Company:

* Mr. Pankaj Khanna was appointed as a Company Secretary and Compliance Officer of the Company on 10.08.2023

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013 and a certificate dated 2^nd July, 2024 received from Mrs. Puja Pujari, Company Secretary in Practice certifying that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of the Company by SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - E and is attached to this report.

PARTICULARS OF MANAGERIAL REMUNERATION POLICY

Pursuant Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, detailed statement is attached as Annexure - F.

There is no employee whose remuneration exceeds the limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

REMUNERATION OF DIRECTORS

The details regarding remuneration to Directors are shown separately in MGT-9 attached as Annexure - B which forms part of the Directors Report.

STATUTORY AUDITORS

Pursuant to Section 139 and 142 of the Companies Act, 2013 and Rules made thereunder, M/s JKSS & Associates (Formerly J.K. Sarawgi & Company), Chartered Accountants (ICAI Firm Registration No. 006836C) were re-appointed as Statutory Auditors for a second term of 5 consecutive years from the conclusion of 11^th Annual General Meeting until the conclusion of the 16^th Annual General Meeting.

The member of the Company has approved the re-appointment M/s JKSS & Associates (Formerly J.K. Sarawgi & Company), Chartered Accountants as the Statutory Auditors of the Company at the 11^th AGM held on 22^nd September, 2023.

DISCLOSURE OF COMPOSITION VIGIL MECHANISM POLICY

In compliance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, Company has established a strong vigil mechanism and adopted a Whistle Blower/Vigil Mechanism Policy. This policy oversees through the committee, the genuine concerns expressed by the employees and other Directors. The policy enables employees to report concerns related to fraud, malpractice, or any activity contrary to the Company’s interests or societal welfare. The policy ensures protection for employees who report unacceptable or unethical practices, fraud, or legal violations, shielding them from retaliation.

All cases reported as part of whistle-blower mechanism are taken to their logical conclusion within a reasonable timeframe. Details of complaints, received and the actions taken, if any, are reviewed by the Audit Committee. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

The policy on vigil mechanism is attached with this report as Annexure - G and is also available on the website of the company at www.northernspirits.co.in

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Management and Business Risk Evaluation is an ongoing process within the Organization. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the Company has not identified any element of risk which may threaten the business or existence of the Company.

The key business risks, which in the opinion of the Board may threaten the existence of the Company, along with mitigation strategies adopted by the Company are enumerated herein below:

SECRETARIAL AUDIT REPORT

Mrs. Puja Pujari, Practicing Company Secretary, having office at 2, Nawab Lane, Kolkata - 700001 has been appointed as Secretarial Auditors of the Company for financial year ended 31^st March, 2024. The Secretarial Audit Report received from the Secretarial Auditor is annexed to this report marked as Annexure - H and forms part of this report.

COST AUDIT

As per directives of the Central Government and in pursuance to the provisions of Section 148 of the Companies Act, 2013 read with rules framed there under, the Company is not required to carry out an audit of cost accounts.

INTERNAL AUDIT

Pursuant to the provisions of Section 138(1) of the Companies Act, 2013 Company has appointed M/s Swapan & Associates, Chartered Accountants as the Internal Auditors of the Company to conduct the internal audit of the Company. The Audit Committee reviews the observations made by the Internal Auditors in their report on quarterly basis and makes necessary recommendations to the management.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Statutory Auditors of the Company in their Independent Audit Report for the financial year ended 31^st March, 2024 has made an audit qualification stating that the Company has not enabled the audit trail feature of its accounting software for certain period during the year under review.

Further, the Secretarial Audit Report for the year ended 31^st March, 2024 contains no qualifications, reservations or adverse remarks.

However, the Secretarial Auditor has reported that during the year under review a search operation was conducted by the Income Tax Department at the office and warehouses of the Company together with residential houses of the promoters of the Company. Few documents and records of the Company were seized by the department during the search procedure. The Company has extended its full co-operation during the entire search procedure. The assessment proceedings are under process and no material issues have been found that may affect going concern status of the Company.

FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “Code of Conduct for Board of Directors & Senior Management Personnel”. The Code has been posted on the Company’s website at www.northernspirits.co.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance 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. The Code has been posted on the Company’s website at www.northernspirits.co.in

All Board of Directors and the designated employees have confirmed compliance with the Code.

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.

However, during the year Company has made an application to BSE Limited for migrating the equity shares of the Company from SME Board to Main Board of the Exchange. This decision of migration was adopted by the Company for encouraging retail investor participation and attracting more investors to invest their capital in the Company.

INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.

There were no cases of sexual harassment of woman at work place (Prevention, Prohibition and Redressal) Act, 2013. Also, there are no instances of child labour/ forced labour/ involuntary labour and discriminatory employment during the year.

DETAILS OF COMPOSITION OF COMMITTEES

(i) Audit Committee

The Audit Committee of the Company as on the date of this report is constituted of following Directors:

(ii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company as on the date of this report is constituted of following Directors:

(iii) Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company as on the date of this report is constituted of following Directors:

(iv) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company as on the date of this report is constituted of following Directors:

APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, the Company has neither made any application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

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

During the year, no one-time settlement was made with respect to any amount of loan raised by the Company from any banks or financial institution.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company.

LISTING OF SHARES

The Equity Shares of the Company are listed on the SME platform of BSE Limited, Mumbai. The Listing Fee has been paid to the Stock Exchanges for the FY 2024-25. The ISIN No. of the Company is INE01BL01012.

TRANSFER OF SHARES COMPULSORILY IN DEMAT MODE

SEBI had vide Notification Nos. SEBI/LAD-NRO/GN/2018/24 dated 8th June 2018 and SEBI/LAD-NRO/GN/2018/49 dated 30th November 2018 read with BSE circular no. LIST/COMP/15/2018-19 dated 5th July 2018 and NSE circular no. NSE/CML/2018/26 dated 9th July 2018 directed that transfer of securities would be carried out in dematerialised form only with effect from 1st April 2019, except in case of transmission or transposition of securities. Securities of the listed companies can be transferred (except in case of transmission or transposition) only in the dematerialized form. In view of the above and to avail the benefits of dematerialisation, Members are requested to consider dematerialising shares held by them in physical form.

In case any of the Shareholders have any queries or need any assistance in this regard, please contact;

CORPORATE GOVERNANCE

The Company is committed to maintain transparency in its operations & hence it complies with the Corporate Governance requirements.

The Corporate Governance Report as per Schedule V(C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and requisite Certificate of Compliance from Statutory Auditor regarding compliance of conditions of Corporate Governance are annexed and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of the Company comprising of management perception, risks and concerns, internal control systems are annexed and forms part of the Annual Report and is annexed to the report as Annexure - I.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge and place on record their sincere appreciation for the assistance and cooperation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates.

Your Directors also recognize and appreciate the commendable effort, teamwork and committed services rendered by the employees at all levels for the growth of the Company.

Your Directors also wish to place on record their deep sense of acknowledgement to the esteemed shareholders for their continued support and encouragement for the Company.

For and on Behalf of the Board of Directors

s/d-

Ankush Bakshi

Place: Kolkata Managing Director

Date: 29^th May, 2024 DIN: 02547254