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.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

(In Lacs)

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR
(OBJECTS. PERFORMANCE) AND FUTURE OUTLOOK

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.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (1) OF THE COMPANIES ACT, 2013

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

4. DIVIDEND

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

5. LISTING INFORMATION

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.

6. NATURE OF THE BUSINESS

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

7. SHARE CAPITAL STRUCTURE OF THE COMPANY:

The Capital Structure of the Company is:

a. Authorized Capital:

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.

b. Issued, Subscribed and Paid-up Capital:

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.

8. DEPOSITORY PARTICIPANT

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:

10. MEETINGS OF THE BOARD OF DIRECTORS

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.

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

11. MEETINGS OF THE MEMBERS OF THE COMPANY

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.

12. COMMITTEES OF THE BOARD

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: -

Audit Committee

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:

Role of the committee:

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.

Stakeholder Relationship 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:

Role of the Committee

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, re¬
materialization, 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.

Nomination & Remuneration 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.

13. CODE OF CONDUCT

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.

14. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEESAND OF
DIRECTORS

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.

15. DISCLOSURES BY DIRECTORS

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.

16. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT. IF ANY

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.

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

18. FINANCE & ACCOUNTS

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.

19. SUBSIDIARY COMPANIES/IOINT VENTURE/ ASSOCIATES COMPANY

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

20. CONSOLIDATED FINANCIAL STATEMENTS: -

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

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

22. CORPORATE GOVERNANCE

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.

23. DIRECTORS RESPONSIBILITY STATEMENT

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.

24. AUDITORS

• STATUTORY AUDITORS AND THEIR REPORT

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. "3 6

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.

Board Remarks: The management stated that we acknowledge the uncertainty surrounding the recoverability of our
Trade Receivables totaling Rs. 1153.84 Lakhs, primarily due to the absence of direct confirmations from our debtors.

This lack of confirmation presents a significant challenge in assessing the likelihood of recovering the outstanding
amounts owed to us. In response to this issue, we have intensified our efforts to obtain confirmations from our debtors
through various means, including direct communication, follow-up requests, and reminders. Additionally, we are
implementing measures to enhance our procedures for documentation and confirmation processes in the future. This
includes revising our communication strategies, setting up automated reminder systems, and streamlining our record¬
keeping practices to ensure that all relevant information regarding trade receivables is accurately documented and
readily accessible. By strengthening our confirmation procedures and documentation practices, we aim to mitigate the
uncertainty surrounding the recoverability of our Trade Receivables and ensure more reliable financial reporting in the
future.

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.

Board Remarks: We understand your concern regarding the lack of interest or other income booked against loans to
others. The management is currently reviewing the loan agreements and assessing the need for provisions for doubtful
debts. We will ensure that appropriate measures are taken to address this issue and necessary provisions are made
where required.

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.

Board Remarks:

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

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.

Board Remarks: We rely on the balances as per our books of accounts in cases where confirmations from debtors and
creditors are not available. We appreciate your concern and will work towards obtaining more direct confirmations to
substantiate these balances. We are committed to improving our reconciliation processes and ensuring accurate
representations.

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.

Board Remarks: We note the observation regarding substantial transactions with related parties and the lack of compliance
documentation under Section 188 of the Companies Act, 2013. The management will review all related party transactions
and ensure compliance with the required provisions. Necessary documentation and disclosures will be provided in
accordance with the statutory requirements.

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.

Board Remarks: The company acknowledges the issue regarding the non-recovery of GST on applicable sales amounting
to Rs. 38,98,36,995/-. We are in the process of reviewing our GST compliance procedures and will take corrective actions to
ensure all determinable liabilities under the GST Act are accurately recorded and recovered in future transactions.

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.

Board Remarks: We recognize the critical importance of maintaining our books of accounts using software equipped with
audit log features, as mandated by Rule 3(1) of the Companies (Accounts) Rules, 2014. This requirement ensures that all
financial transactions are recorded in a manner that allows for comprehensive tracking and auditing, thus enhancing the
overall integrity and reliability of our financial reporting.

To address this, the company has initiated a project to upgrade our current accounting software to a more advanced system
that includes robust audit log capabilities. This upgrade will enable us to capture a complete and unalterable record of all
transactions, including details of any modifications or deletions, along with the identity of the user making such changes
and the time at which they occurred.

We are currently in the process of selecting the most suitable software that meets these requirements and are working with
our IT and finance teams to ensure a smooth transition. This upgrade is expected to be completed within the next 3 (three)
months after which we will conduct thorough testing and training sessions to ensure all relevant personnel are adept at
using the new system.

COST AUDITOR

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.

SECRETARIAL AUDITOR

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.

SECRETARIAL AUDITOR'S REPORT

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.

INTERNAL AUDITOR

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.

REPORTING OF FRAUD BY AUDITORS

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.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

26. RISK MANAGEMENT

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:

• Commodity Price Risk

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.

• Interest Rate Risk

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.

• Human Resource Risk

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.

• Competition Risk

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.

• Compliance Risk

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.

• Industrial Safety, Employee Health and Safety 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. 4 0

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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.

29. DEPOSITS

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.

30. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES
(ACCEPTANCE OF DEPOSITS) RULES, 2014

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:

31. INFORMATION PURSUANT TO RULE-5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION) OF MANAGERIAL PERSON, RULE 2014 OF THE COMPANIES ACT, 2013:-

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.

32. MANDATORY UPDATE OF PAN AND BANK DETAILS AGAINST YOUR SHARE HOLDING: -

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.

nEl

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)

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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.

35. ENVIRONMENT AND SAFETY

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.

36. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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.

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

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.

38. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

39. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNELAND OTHER
EMPLOYEES

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.

40. HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY

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.

41. PARTICULARS OF EMPLOYEES

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.

42. INTERNAL COMPLAINT COMMITTEE (ICC) AND OTHER DISCLOSURES UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

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 2023¬
24:

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

43. ANNUAL RETURN

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.

44. INTERNAL FINANCIAL CONTROL

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.

45. SECRETARIAL STANDARDS

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.

46. CAUTIONARY STATEMENT

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.

47. GENERAL DISCLOSURES

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.

48. ACKNOWLEDGEMENT

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.

By The Order of Board of Directors

For Naturo Indiabull Limited

(Formerly known as IT Indiabull Private Limited)

SD/-

Gaurav Jain
Managing Director
DIN:08560737

Place: Jaipur
Dated:05/09/2024

A