Equity Analysis

To,

The Members of

NATURO INDIABULL LIMITED

(FORMERLY KNOWN AS IT INDIABULL PRIVATE LIMITED)

Your directors have pleasure in presenting the 08th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2024.

The Company continued its business in trading of Health care products and FMCG. During the year 2023-24 under review, the Company registered revenue of Rs. 4212.46 lacs as against revenue of Rs. 1626.67 lacs during the preceding financial year.

The Company recorded a Net Profit of Rs. 99.31 Lacs in FY 2023-24 on the y-o-y basis as compared to a profit of Rs. 103.90 Lacs in FY 2022-23. Your directors are optimistic about the company's business and hopeful of better performance with increased revenue in the coming year.

During the Financial year the company has not transferred any amount to Reserves and surplus.

The Board of Directors of your company decided not to recommend any Dividend for the year under review.

During the Year 2022-23, the Equity Shares of the Company are listed with the BSE-SME Platform with effect from 02/09/2022 and in dematerialized form through depositories in order to eliminate all risks associated with physical shares and for ease of portfolio management. The ISIN No. of the Company is INE0JNB01012.

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

The Capital Structure of the Company is:

Rs. 25, 00, 00, 000/- (Rs. Twenty-Five Crore Only) divided into 2, 50, 00, 000 (Two Crore Fifty Lacs only) Equity Shares of Rs. 10 /- each.

Rs. 18, 86, 47,150/- (Rs. Eighteen Crore Eighty-Six Lacs Fourty Seven Thousand One Hundred and Fifty Only) divided into 1, 88, 64,715 (Rs. One Crore Eighty-Eight Lac Sixty-Four Thousand Seven Hundred and Fifteen Only) Equity Shares of Rs. 10 /- each.

During the year, there is a change in the Authorized capital of the company during the financial year 2023-24, Company has increased its Authorized Capital from 11, 00, 00,000/- (Rs. Eleven Crore Only) divided into 1, 10, 00,000 (Rs. One Crore Ten Lac only) Equity Shares of Rs. 10/- each to Rs. 25, 00, 00, 000/- (Rs. Twenty-Five Crore Only) divided into 2, 50, 00, 000 (Two Crore Fifty Lacs only) Equity Shares of Rs. 10 /- each and Issued, Subscribed and Paid-up Capital from Rs. 10,19,80,480/- (Rs. Ten Crore Nineteen Lacs Eighty Thousand Four Hundred Eighty Only) divided into 1,01,98,048 Equity Shares of Rs. 10 /- each to Rs. 18, 86, 47,150/- (Rs. Eighteen Crore Eighty-Six Lacs Fourty Seven Thousand One Hundred and Fifty Only) divided into 1, 88, 64,715 (Rs. One Crore Eighty-Eight Lac Sixty-Four Thousand Seven Hundred and Fifteen Only) Equity Shares of Rs. 10 /- each by way of preferential allotment of 86, 66,667 Equity Shares having face Value of Rs. 10/- each with premium of Rs. 5/- per share.

Your Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.

9. DIRECTOR'S & KEY MANAGERIAL PERSONNEL

The members of the Company's Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/committee meetings are pre-scheduled and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises,

In accordance with the provisions of sections 149, 152, 203, and other applicable provisions of the Companies Act, 2013, one-third of the of Directors who are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Consequently, Mrs. Jyoti Choudhary, Director of the Company is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends her reappointment for the consideration of Members of the Company at the ensuing Annual General Meeting.

The details of the Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

During the year under review, two of the directors namely Mr. Sudhir Kumar and Mr. Nishant Gautam have resigned from their post of directors w.e.f. 04/10/2023 due to their pre-occupations. One of the directors namely Mr. Vishal Gaur has resigned from his post of director and one of the directors namely Mr. Kamlesh Kumar has been appointed as an additional non-executive independent director w.e.f. 23/07/2024.

Also, Ms. Rishibha Kasat was appointed as a Company Secretary cum Compliance Officer of the Company w.e.f 06/05/2023 and resigned from her post w.e.f 25/11/2023. After that, Ms. Radhika Mishra was appointed as a Company Secretary cum Compliance Officer of the Company w.e.f 08/02/2024 and resigned from her post w.e.f 26/02/2024. During the year 2024-25, Ms. Shalini Arora was appointed as a Company Secretary cum Compliance Officer of the Company w.e.f 23/04/2024.

The board of directors of the company was duly constituted during the year and apart from the above there were no changes made in the composition of the Board of Directors during the year.

Following are the Board of Directors & KMP of the Company, details of which are as follows:

During the Financial Year 2023-24, the Company held Seven (07) Board meetings of the Board of Directors as per Section 173 of the Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between two meetings.

During the Financial Year 2023-24, the Company held Two (02) meetings of the members of the Company on 15/05/2023 and 09/03/2024.

The Board Committee constitution is in acquiescence of provisions of the Companies Act, 2013, the relevant rules made thereunder, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their terms of reference, composition, and meetings held during the year are provided herein below: -

During the financial year 2023-24, four (4) meetings of the Audit Committee were held on 15/05/2023, 04/08/2023, 20/11/2023 and 10/03/2024. The details of the composition of the committee and attendance at its meeting are set out in the following table:

The role of the Committee, inter-alia, includes oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; recommendation for appointment, remuneration and terms of appointment of auditors of the company; approval of payment to statutory auditors for any other services rendered by the statutory auditors; reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval; reviewing, with the management, the Quarterly/Half yearly financial statements before submission to the board for approval; reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process; approval or any subsequent modification of transactions of the company with related parties; scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of the Company, wherever it is necessary; reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems and riskmanagement systems; reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; discussion with internal auditors of any significant findings and follow up there on; o look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; to review the functioning of the Whistle Blower mechanism; approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; Carrying out any other function as is mentioned in the terms of reference of the audit committee.

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors. The Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings.

The Company Secretary acts as the Secretary to the Audit Committee.

The previous Annual General Meeting of the Company held on September 29^th, 2023 was attended by Vishal Gaur, Chairman of the Audit Committee.

During the financial year 2023-24, One (1) meeting of the Stakeholder Relationship Committee was held on 27/06/2023. The details of the composition of the committee and attendance at its meeting are set out in the following table:

The terms of reference of the Committee includes considering and resolving the grievances of security holders of the Company including Allotment and listing of our shares in future; Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates; Monitoring transfers, transmissions, dematerialization, rematerialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures; Reference to statutory and regulatory authorities regarding investor grievances; To otherwise ensure proper and timely

attendance and redressal of investor queries and grievances; And to do all such acts, things, or deeds as may be necessary or incidental to the exercise of the above powers the Board may decide from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

The previous AGM of the Company held on September 29th, 2023 was attended by Mr. Vishal Gaur, Chairman of the Stakeholder Relationship Committee.

The Company Secretary acts as the Secretary to the Stakeholder Relationship Committee.

During the financial year 2023-24, One (1) meeting of the Nomination & Remuneration Committee was held on 15.11.2023. The details of the composition of the committee and attendance at its meeting are set out in the following table:

The previous AGM of the Company held on September 29th, 2023 was attended by Mr. Vishal Gaur, Chairman of the Nomination and Remuneration Committee.

The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.

Your Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Company's Code of Conduct for the financial year ended March 31, 2024 in accordance with Regulation 17(5) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. The Company has posted the Code of Conduct for Directors and Senior Management on the company's website www.naturoindiabull.com under Investors link. Code Of Conduct for Prohibition of Insider trading.

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code”), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the shares of the company at the time when there is unpublished price sensitive information. The Policy is available on the website of the Company www.naturoindiabull.com under the Investors link.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. 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 above criteria are as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non- Independent Directors. These meetings were intended to obtain Directors' inputs on effectiveness of the Board/Committee processes.

The Board and the NRC 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.

While Independent directors in their separate meeting have carried out to assess the performance of Chairman and other Directors of the Board more particularly about their business acumen and contribution to the Company, the performance evaluation of the Independent Directors was carried out by the entire Board. The Independent Directors expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board of Directors and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance.

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that:

• They have complied with Code of Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

• They meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations;

• In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director's database maintained by the Indian Institute of Corporate Affairs.

• In terms of Regulation 25(8) of the SEBI Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

• In terms of Regulation 25(9) of the SEBI Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the SEBI Listing Regulations by the Independent Directors of the Company.

The details of the training and familiarization program are provided in the corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

As trustees of shareholders, Independent Directors play a pivotal role in upholding Corporate Governance norms and ensuring fairness in decision making. Being experts in various fields, they also bring Independent Judgement on matters of strategy, risk management, controls and business performance.

At the time of appointing a new Independent Director, a formal letter of appointment is given to the Director inter alia; explaining the role, duties and responsibilities of the Director. The Director is also explained in detail the Compliances required from him / her under the Act, SEBI Regulations and other relevant regulations.

By way of an introduction to the Company, presentations are also made to the newly appointed Independent Director on relevant information like overview of the Company's businesses, market and business environment, growth and performance, organizational setup of the Company, governance and internal control processes.

On-going familiarization program aims to provide insights into the Company and the business environment to enable all the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the Company's context and to lend perspective to the strategic direction of the Company.

Your Company has put in place a Familiarization Programme for Independent Directors to familiarize them with their roles, rights, responsibilities, nature of the Industry, Company's strategy, business plan, operations, markets, products, etc. The details of the Company's Familiarization Programme are available on the Company's website www.naturoindiabull.com

Your Company prepares its Financial Statements in accordance with the Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with the relevant rules issued there under and other accounting principles generally accepted in India. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner. The form and substance of transactions reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024. The Company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.IND AS is not applicable to the Company because Companies listed on SME exchanges are not required complying with IND AS. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024.The Company has neither revised the financial statements nor the report of Board of Directors.

The Company does not have any Subsidiary/Joint Venture/Associates Company as on 31.03.2024.

The Company has no Subsidiary, Associate or Joint Venture and therefore question of Consolidated Financial Statements do not arise.

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2024 is attached herewith.

Corporate Governance at Naturo Indiabull Limited is evolved by not only ensuring compliance with regulatory requirements but also by being responsive and responsible to the needs of stakeholders with rewarding environment. Your Company believes that best Corporate Governance practices are critical to enhance and retain investor trust.

We, believe that good and effective Corporate Governance is critical to achieve corporate vision and mission of the organization; it is more of an organizational culture than a mere adherence to rules and regulations. Law are alone cannot bring changes and transformation, and voluntary compliance both in form and in substance plays an important role in developing good Corporate Governance.

As our company is listed on BSE-SME Platform, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company. Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), with respect to Directors' Responsibility Statement, your Directors confirm that:

i. To the best of knowledge and belief and according to the information and to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013.

ii. In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.

iii. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2024 and of the Profit of the Company for the year ended on that date.

iv. 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 irregularity.

v. The Directors have prepared the Annual Accounts of the Company on a going concern basis.

vi. The Directors have laid down internal financial control to be followed by the company and such internal financial control are adequate and were operating effectively; and

vii. The Directors have devised proper system to ensure compliance with the provision of all applicable law and that such system operating effectively.

The Board considered the Appointment of Statutory Auditor of the Company, pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014. The Board considered and approved the same and passed the resolution in this regard.

In the Extra-Ordinary General Meeting held on 09/03/2024, M/s. H. Rajen & Co., Chartered Accountants (FRN: 108351W), Mumbai was appointed as statutory auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting on account of casual vacancy held by resignation of M/s Ajay Kumar Vijayvergiya & Associates, Chartered Accountants (FRN: 003833C) in terms of the first proviso to Section 139 of the Companies Act, 2013.

Now, the Board hereby recommends the appointment of M/s. H. Rajen & Co., Chartered Accountants (FRN: 108351W)), Mumbai as Statutory Auditors of the Company to carry out the Statutory Audit of the Company for the period of 5 Years from the conclusion of this AGM to the 13th AGM to be held in Financial Year 2028-29 on the remunerationas decided by the Board of Directors and Statutory Auditors mutually.

The Company has received a consent letter from the auditor to the effect that the appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013, and that they are not disqualified for re-appointment.

There are observations of the Auditors in their Audit Report that may call for an explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self- explanatory.

Auditor Remarks: We draw attention to uncertainty relating to recoverability from Trade Receivables Rs. 1153.84 Lakhs due to no direct confirmation received from debtors.

Auditor Remarks: We unable to comment on Loans and Advances to others due to no interest income / other income booked against loans to others. Management not providing any provision for doubtful debts against recoverability of loans and advances.

Auditor Remarks: We regret to inform you that we are unable to provide commentary on the valuation of our inventory. The management has solely valued the inventory at cost, and we have encountered challenges in obtaining sufficient documentation regarding the physical condition of our inventory. This limitation stems from a lack of comprehensive records or reports detailing the condition, location, or status of our inventory items. Without adequate documentation on the physical condition of the inventory, it becomes difficult to assess its true value accurately. To address this issue, we are taking several steps to enhance our inventory management practices. First, we are implementing improved documentation procedures to ensure that all relevant information regarding inventory physical conditions is systematically recorded and maintained. This will involve conducting regular physical inspections and assessments of our inventory, with detailed reports generated to document any observed discrepancies or damages. Additionally, we are exploring the adoption of inventory management software that offers advanced tracking and reporting features, allowing us to maintain real-time visibility into our inventory levels and conditions. By enhancing our inventory management processes and documentation practices, we aim to provide a more comprehensive and accurate valuation of our inventory in future reporting periods.

The inventory has been valued at cost as per our current policy. We are aware of the need for proper documentation of the physical condition of the inventory Steps are being taken to improve our inventory management system to provide sufficier t documentation and ensure accurate valuation. ^7

Auditor Remark: We draw your attention to the fact that the closing balances for both debtors and creditors have been relied upon as per our books of accounts where direct confirmations from debtors and creditors were unavailable. To enhance the reliability of our financial reporting, we are implementing a comprehensive plan that includes sending out confirmation requests well in advance, enforcing rigorous follow-up procedures, maintaining detailed records, and using a dedicated tracking system. Discrepancies will be promptly investigated and resolved. Internal reviews and regular audits will ensure ongoing accuracy, while strengthened internal controls will detect and correct errors. Management representations will be backed by robust documentation, with regular auditor meetings to address issues in real-time. We will adopt automated accounting software for efficient tracking, and conduct staff training on best practices and compliance with auditing standards. Transparent communication with stakeholders will include regular updates on the status of confirmations. These measures aim to improve the accuracy and reliability of our balances, ensuring they are based on verified data rather than solely on management representations, thereby upholding the highest standards of financial integrity and transparency.

Auditor Remark: It was observed that the company doing substantial sales & purchase transaction with related parties, the management not provide compliance document with respect to section 188 of Companies Act, 2013.

Auditor Remark: The Company has not recovered the requisite goods & services taxes (GST) on sales made during the year amounting to Rs. 38, 98,36,995/- where GST was applicable. Consequently, the Company has not provided all determinable liabilities under the Goods and Services Tax Act (GST), as applicable.

Auditor Remark: We note that company is not maintaining books of accounts in software which having audit log features as prescribed under Rule 3 (1) of the Companies (Accounts) Rules, 2014 for the review period.

The requirement of Cost Audit in your industry has been excluded/ removed in the Companies (Cost Records and Audit) Rules, 2014, issued by the Ministry of Corporate Affairs vide its notification dated 30th June, 2014. Therefore, no appointment was made of the Cost Auditor to carry out the Cost Audit for the financial year ended March 31, 2024 and there is no requirement of maintenance of cost records as per section 148 of the Companies Act, 2013.

As per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company and other class of companies as may be prescribed, is required to appoint a Secretarial Auditor to carry out a secretarial Audit of the Company.

Uravshi Sharma & Associates, Practising Company Secretaries was appointed as Secretarial Auditor of the company as per the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 on account of resignation tendered by M/s Payal Kotak &Associates dated 21/08/2023.

In consonance with the requirements of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and rules made there under, Uravshi Sharma & Associates, Practising Company Secretaries was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24 vide Board Resolution dated 20th August, 2024.

A Secretarial Audit Report issued by Uravshi Sharma & Associates, Practising Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended March 31, 2024, is given in Annexure-C. There are certain observations and remarks made by the Secretarial Auditors of the Company by the Secretarial Auditor in the Secretarial Audit Report.

Sanjay Pramod & Associates, Chartered Accountants (FRN: 008482C) were appointed as Internal Auditor of the Company to conduct Internal Audit of the company for the financial year 2023-24 as required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and the reports of the Internal Auditors are reviewed by the Audit Committee from time to time. The observations and suggestions of the Internal Auditors are reviewed and necessary corrective/preventive actions are taken in consultation with the Audit Committee.

During the Financial year 2023-24, the Statutory Auditors has 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 Companies Act, 2013.

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board. This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization.

In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Business Risk Evaluation and Management is an on-going process within the Organization. Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. 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. Your Company has identified the following risks:

Risk of price fluctuation on basic raw materials as well as finished goods used in the process of manufacturing. Your Company commands excellent business relationship with both suppliers and buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also, by focusing on new value-added products helps in lowering the impact of price fluctuation in finished goods.

Any increase in interest rate can affect the finance cost. Your Company's dependency on interest bearing debt is reasonably low therefore risk on account of any unforeseen hike in interest rate is very nominal.

Your Company's ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company. By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work. Also, recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.

The increase in competition can create pressure on margins, market share etc. However, by continuous efforts to enhance the brand image of the Company by focusing on, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands, your Company plans to mitigate the risks so involved.

Any default can attract penal provisions. Your Company regularly monitors and reviews the changes in regulatory framework through various legal compliance management tools to avoid any such compliance related risk.

The Electrical industry is labour intensive and is exposed to accidents, health and injury risk due to machinery breakdown, etc. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

During the Year 2023-24, there were no material changes in the company.

A show cause notice for violation of section 12(1) of the Companies Act, 2013, in the matter of Naturo Indiabull Limited passed by the ROC.

Your Company has accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and not complied with the provisions and same was marked as Qualification by Statutory Auditor and Secretarial Auditor in their report.

During the period under review the company has accepted some unsecured loan from its directors which was not covered under the definition of deposits and the required declaration from the director and relative of director, as the case may be, duly received by the company that the amount given by them is not acquired by borrowing or accepting loan or deposits from others.

The details of monies accepted are as under:

None of the Employee is in receipt of remuneration in excess of limits prescribed under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, i.e The Company has not employed any employee for any post that has paid remuneration in excess of Rs.1,02,00,000/- per annum or in excess of Rs. 8,50,000/-per month.

Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April, 2018, shareholders whose ledger folios do not have/have incomplete details with respect to PAN and Bank Account particulars are mandatorily required to furnish these details to the Issuer Company/RTA for registration in the folio. As per the records of the Company, few Shareholders' folio needs to be updated with the PAN / Complete Bank Account details so that the investments held by them are in compliance with the aforementioned circular.

Such Shareholders are hence requested to submit the following documents within 21 days of receipt of this communication:

• Enclosed Form duly filled in and signed by all the shareholders.

• Self-Attested Copy of Pan Card of all the shareholders,

• Cancelled Cheque Leaf with Name (if name is not printed on cheque - self-attested copy of first page of pass book) of all the shareholders and

• Address Proof (self-attested copy of Aadhaar-Card of all the shareholders)

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on Arm's Length Basis and do not attract the provisions of section 188 of the Companies Act, 2013 and rules made there under. Disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 and its rules in the Annexure-C to the directors report.

Related party transactions have been disclosed under significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18". None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arm's length basis or fair value.

Your Company is driven by principles of sustainability incorporating environment, employees and society aspects in all our activities. We are focused on employee well-being, developing safe and efficient products, minimizing environmental impact of our operations and products and minimizing the impact of our operations on society. Your Company is conscious of the importance of environmentally clean and safe operations and ensure of all concerned, compliances, environmental regulations and preservation of natural resources.

As per provisions of Section 135 of the Company Act 2013, and rules made there under, the CSR is not applicable on the company for the Financial Year 2023-24.

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as integral part of this report.

The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required by laws. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations. The Audit Committee gives valuable suggestions from time to time for improvement of the company's business processes, systems and internal controls. All efforts are being made to make the internal control systems more effective.

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the company have approved a policyon directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Objective, Role of Committee, Appointment and removal of directors/KMP/ Senior Management, Terms & tenure, Evaluation, Policy for Remuneration to Directors/ KMP/ Senior Management Personnel etc.

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-F and forms part of this Report.

We consider our employees as the most valuable resource and ensure strategic alignment of Human Resource practices to business priorities and objectives. Our constant endeavour is to invest in people and people processes to improve human capital for the organization and service delivery to our customers. Attracting, developing and retaining the right talent will continue to be a key strategic imperative and the organization continues its undivided attention towards that. We would like to take this opportunity to express appreciation for the hard work and commitment of the employees of the Company and look forward to their continued contribution.

We strive to provide a conducive and competitive work environment to help the employees excel and create new benchmarks of productivity, efficiency and customer delight. At DSML, the Human Resource agenda continues to remain focused on reinforcing the key thrust areas i.e. being the employer of choice, building an inclusive culture and a strong talent pipeline and building capabilities in the organization. To maintain its competitive edge in a highly dynamic industry, we recognize the importance of having a work force which is consumer-focused, performance-driven and future-capable. In keeping with this, a number of policies and initiatives have been drawn up like regular employee engagement surveys, focusing on objective performance management system with key result areas and performance indicators. These initiatives ensure a healthy balance between business needs and individual aspirations.

The company has a policy on prohibition, prevention and Redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under "The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013”. During the year, no complaint was lodged.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to www.naturoindiabull.com.

Your Company has zero tolerance sexual harassment at workplace. The company has in place an Anti- Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set upto redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Internal Complaint Committee of the Company has not received any complaint of Sexual Harassment during the financial year under review.

The following is a summary of Sexual Harassment complaints received and disposed of during the year 202324:

No. of Complaints received: NIL No of complaints disposed of: NIL

As required under Section 92 (3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return is put up on the Company's website and can be accessed at http://naturoindiabull.com/Investors.

According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Statements in this report, describing the Company's objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Other laws & regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company's operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

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Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

2. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

3. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

4. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

5. The requirement to disclose 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, is not applicable.

6. Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be made.

The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication. The Directors also thanks the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.