Directors Report of Natural Biocon (India) Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 33^rd Annual Report on the business and operations of the
Company together with its Audited Accounts for the year ended March 31, 2025. The Management Discussion
and Analysis is also included in this Report.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year ended March 31, 2025 are as under:

Particulars	Year Ended
	31.03.2025	31.03.2024
Gross Sales/Income	834.81	1353.37
Depreciation	0.06	0.00
Profit/(Loss) before Tax	5.96	22.53
T axes/ Deferred T axes	1.50	7.26
Profit/(Loss) After Taxes	4.46	15.27

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPA¬
NY’S AFFAIR:

During the year under review the total income was Rs.834.81 Lacs as compared to Rs.1353.37 Lacs of the
previous Year 2023-24. After making all necessary provisions for current year and after taking into account the
current year net profit and total provisions for taxation, Rs. 4.46 Lakhs surplus carried to Balance Sheet.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the Business of Agriculture Activity. There was no change in the nature of the
business of the Company during the year under review.

4. CHANGE OF NAME:

During the year the company has not changed its name.

5. FINANCE:

The Company has not borrowed loan from any Bank during the year under review.

6. SHARE CAPITAL:

During the year the Company has increased its Authorized Share Capital from Rs.12,00,00,000/- (Rupees Twelve
Crores Only) divided into 1,20,00,000 (One Crores Twenty Lacs) Equity Shares of Re.10/- each to
Rs.30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crores ) Equity Shares of Re.10/-
each in the extra ordinary general meeting held on 23^rd May, 2024.

Further, during the year the Company has issued 1,44,10,000 Equity Shares on preferential basis, in the extra
ordinary general meeting held on 23^rd May, 2024. Further the In-Principle Approval Letter No.
LOD/PREF/AM/FIP/578/2024-25 vide dated July 15, 2024 from BSE has been received for the said Preferential
issue, and the company has made allotement in tranches in the month of July, 2024. Hence the paid-up Equity
Share Capital as on March 31, 2025 was Rs.25,78,28,000/-.

A) Allotment of equity shares pursuant to conversion of convertible warrants:

During the year under review company has not issue equity shares pursuant to conversion of convertible warrants.

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

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

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees
for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures)
Rules, 2014 are not required to be disclosed.

7. DIVIDEND:

The Board of Director of the company has not recommended dividend for the financial year 2024-25.

8. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES:

The Company has no subsidiaries, Associates and Joint Venture Companies.

9. DIRECTORS AND KMP:

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

Mr. Arunkumar Prajapati	Managing Director
Mr. Gopal Trivedi	Company Secretary & Compliance officer

With deep regret, we report sad demise of Shri. Manish Patel, the Chief Financial Officer and Executive
Director of the Company, on April 27, 2024. Your Directors would like to place on record their highest
gratitude and appreciation for the invaluable contributions made by Shri Manish Patel to the Company.
Further, the Company is in the process of appointing a Chief Financial Officer of the Company.

b) Director:

The following are the Director of the Company.

Mr. Arunkumar Prajapati	Executive Director, MD
Mrs. Darshangi Patel	Non-Executive-Independent Director
Mr. Suryakant Lohar	Non-Executive-Independent Director
Mr. Bhaskar Vishe	Non-Executive-Independent Director

With deep regret, we report sad demise of Shri. Manish Patel, the Chief Financial Officer and Executive

Director of the Company, on April 27, 2024. Your Directors would like to place on record their highest
gratitude and appreciation for the invaluable contributions made by Shri Manish Patel to the Company.
Further, the Company is in the process of appointing an Executive Director of the Company.

c) Appointment/Re-appointment:

• Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act,
2013, Mr. Arunkumar Prajapati (DIN: 08281232), Managing Director of the Company is liable to retire by
rotation at the forthcoming Annual General Meeting and he is being eligible offers himself for re¬
appointment.

d) Changes in Directors and Key Managerial Personnel:

During the year, there were no changes in the Composition of Board Directors due to Appointments and
Resignations of Directors and KMP:

However, we report unfortunate demise of Shri. Manish Patel, the Chief Financial Officer and Executive
Director of the Company, on April 27, 2024.

e) Declaration by an Independent Director(s) and reappointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on
the Company’s Website i.e., www.naturalbiocon.com

10. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read
with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return
of the Company for the Financial Year ended on 31 March 2025 in Form MGT-7 will uploaded on website of
the Company and can be accessed at www.naturalbiocon.com

11. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

A detailed disclosure with regard to the IEPF related activities undertaken by your Company during the year
under review forms part of the Report on Corporate Governance.

12. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met twelve times (12). The details of the board meetings are provided in
Corporate Governance Report.

16/04/2024	30/04/2024	30/05/2024	18/07/2024	14/08/2024	05/09/2024
24/10/2024	30/10/2024	09/11/2024	18/11/2024	26/11/2024	14/02/2025

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them,
your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;

b. That such accounting policies have been selected and applied consistently and judgment and estimates
have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d. That the annual financial statements have been prepared on a going concern basis.

e. That proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

14. DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended March 31, 2025. This is also being supported
by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial
year ended March 31, 2025.

15. BOARD’S COMMENT ON THE AUDITORS’ REPORT:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports.
Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for
any further comments under section 134(3)(f) of the Companies Act, 2013.

16. AUDITORS:

A. Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013 (“the Act”), and the Companies (Audit and Auditors)
Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. Mayur Shah &
Associates, Chartered Accountants, (Membership No.-036827), has been appointed, confirmed and ratified
as the Statutory Auditors of the Company for the financial year 2024-25, to fill the casual vacancy caused
due to the resignation of Mr. Sanket Shah, Chartered Accountants (Membership No. 150873), with effect
from February 14, 2025 and to hold office till this annual general meeting of the Company, duly
recommended by the Audit Committee of the Company.

Further, M/s. Mayur Shah & Associates, Chartered Accountants, (Membership No.-036827), is required to
appoint as the Statutory Auditors of the Company, for the term of 5 years from the conclusion of this 33 ^rd
Annual General Meeting until the conclusion of the 38 ^th Annual General Meeting to be held in the year
2030 on such remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by
the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and
the Statutory Auditors from time to time.

B. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed PCS Manjula
Poddar, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as “Annexure -A”.

Reply for qualification Remark in Secretarial Audit Report:

1. Although company has published/advertised the financial result Financial Year 2024-2025 under review in
the newspaper. However, the same was uploaded on the company website as well as BSE Portal.

17. TRANSFER TO RESERVES:

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the
balance amount of Rs. 17.91/- lacs has been carried forward to profit & loss account.

18. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue
deposits as at March 31, 2025.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has not entered into any contracts or arrangements with related party during the year under review.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern
status of the Company and its future operations.

22. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the
Company, which are pending (except the previous years which was already disclosed) under the Insolvency and
Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

23. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or Financial
Institutions

24. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.

25. CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules, 2014, the
Company has not required to formulate and implement any Corporate Social Responsibility Initiatives as the
said provisions are not applicable to the Company during the year under review.

26. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will
adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement
business strategies, the manner in which the company operates and reputation as “Risks”. Further such Risks are
categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to
identify, evaluate, manage and monitoring all the three types of risks.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. During the year under review, the company retained external audit firm to review its existing
internal control system with a view of tighten the same and introduce system of self-certification by all the
process owners to ensure that internal controls over all the key business processes are operative. The scope and
authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company and its subsidiaries. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.

28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements
during the year under review.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance
Report and also posted on the website of the Company.

30. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere
appreciation of the devoted efforts of all employees in advancing the Company’s vision and strategy to deliver
good performance.

31. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy
is stated in the Corporate Governance Report and is also available on the Company’s website at
www.naturalbiocon.com

32. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A
report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate
Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory
requirements are given as an “Annexure B & C” respectively to this report.

Y our Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure
that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor’s
Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part
of the Annual Report.

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

During the year conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts)
Rules, 2014, is nil.

34. 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:

There are no material changes and commitments, affecting the financial position of the Company which has
occurred between the end of financial year as on 31st March, 2025 and the date of Director’s Report.

35. PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided as “Annexure- D” to the Board’s report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and
Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year
or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company. Hence, no information is required to be
furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2024-25, the company has not received any complaints on sexual harassment and
hence no complaints remain pending as of March 31, 2025.

37. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the statutory benefits prescribed under the Act, including paid
maternity leave, continuity of salary and service during the leave period, and post-maternity support such as
nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering
an inclusive and supportive work environment that upholds the rights and welfare of its women employees in
accordance with applicable laws.

38. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the Institute of Company
secretaries of India relating to ‘Meetings of the Board of Directors’ and General Meetings’ and ‘Report of the
Board of Directors’ respectively, have been duly followed by the Company.

39. ACKNOWLEDGMENT:

Your Directors acknowledge thanks ton to the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and
other business partners for the excellent support received from them during the year. The Directors place on
record their sincere appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.

Date: 06/09/2025 By Order of the Board of Directors

Place: Ahmedabad For Natural Biocon (India) Limited

Sd/- Sd/-

Arunkumar Gopal Trivedi

Prajapati Company Secretary

Managing Directoi
DIN: 08281232

---

Mar 31, 2024

Your directors have pleasure in presenting their 32^nd Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended March 31, 2024. The Management Discussion and Analysis is also included in this Report.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year ended March 31, 2024 are as under:

Particulars	Year Ended
	31.03.2024	31.03.2023
Gross Sales/Income	1353.37	125.43
Depreciation	0.00	0.00
Profit/(Loss) before Tax	22.53	24.70
T axes/ Deferred T axes	7.26	6.79
Profit/(Loss) After T axes	15.27	17.90
P& L Balance b/f	107.14	91.88

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIR:

During the year under review the total income was Rs. 1353.37 Lacs as compared to Rs. 125.43 Lacs of the previous Year 2022-23. After making all necessary provisions for current year and after taking into account the current year net profit and total provisions for taxation, Rs. 15.27 Lacs surplus carried to Balance Sheet.

During the year, world-wide restrictions have been imposed against use of coal-tar colors and world health, food and drug authorities have restricted the use of coal-tar color in consumables while some of the European countries have virtually banned the use of coal-tar color and hence strictly restricted its uses especially in consumable items. Hence management of the Company has also decided to venture into the chemical and agriculture produce, also due to which some of the region of the State of Gujarat has been selected for trading in the chemical and agriculture produce segment to the various related industries. The Company has received good response in the chemical and agriculture produce segment.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the Business of Agriculture Activity. There was no change in the nature of the business of the Company during the year under review.

4. CHANGE OF NAME:

During the year the company has not changed its name.

5. FINANCE:

The Company has not borrowed loan from any Bank during the year under review.

6. SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 11,37,28,000.

A) Allotment of equity shares pursuant to conversion of convertible warrants:

During the year under review company has not issue equity shares pursuant to conversion of convertible warrants.

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

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

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

7. DIVIDEND:

The Board of Director of the company has not recommended dividend for the financial year 2023-24.

8. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has no subsidiaries, Associates and Joint Venture Companies.

9. DIRECTORS AND KMP:

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

Mr. Arunkumar Prajapati	Managing Director
Mr. Gopal Trivedi	Company Secretary & Comp	liance officer

With deep regret, we report sad demise of Shri. Manish Patel, the Chief Financial Officer and Executive Director of the Company, on April 27, 2024. Your Directors would like to place on record their highest gratitude and appreciation for the invaluable contributions made by late Shri Manish Patel to the Company. Further, the Company is in the process of appointing a Chief Financial Officer of the Company.

b) Director:

The following are the Director of the Company.

Mr. Arunkumar Prajapati	Executive Director, MD
Mrs. Darshangi Patel	Non-Executive-Independent Director
Mr. Suryakant Lohar	Non-Executive-Independent Director
Mr. Bhaskar Vishe	Non-Executive-Independent Director

With deep regret, we report sad demise of Shri. Manish Patel, the Chief Financial Officer and Executive Director of the Company, on April 27, 2024. Your Directors would like to place on record their highest

gratitude and appreciation for the invaluable contributions made by Shri Manish Patel to the Company. Further, the Company is in the process of appointing an Executive Director of the Company.

c) Appointment/Re-appointment:

Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013, Mr. Arunkumar Prajapati (DIN: 08281232), Managing Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and he is being eligible offers himself for re-appointment.

d) Changes in Directors and Key Managerial Personnel:

During the year, there were no changes in the Composition of Board Directors due to Appointments and Resignations of Directors and KMP:

However, we report unfortunate demise of Shri. Manish Patel, the Chief Financial Officer and Executive Director of the Company, on April 27, 2024.

e) Declaration by an Independent Director(s) and reappointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on the Company’s Website i.e., www.naturalbiocon.com

10. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on 31 March, 2024 in Form MGT-7 is uploaded on website of the Company and can be accessed at www.naturalbiocon.com

11. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met four times (05). The details of the board meetings are provided in Corporate Governance Report.

02/05/2023

12/08/2023

24/08/2023

07/11/2023

12/02/2024

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual financial statements have been prepared on a going concern basis.

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended March 31, 2024. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended March 31, 2024.

14. BOARD’S COMMENT ON THE AUDITORS’ REPORT:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

15. AUDITORS:

A. Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013 (“the Act”), and the Companies (Audit and Auditors) Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. Sanket Shah, Chartered Accountants, Ahmedabad (M. No. 150873) were appointed as Statutory Auditors of the Company from Annual General Meeting of year 2021 and that they shall hold the office of the Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the Annual General Meeting which will be held in the year 2026 on such remuneration as may be fixed by the Board of Directors in consultation with them.

The certificate of eligibility under applicable provisions of the Companies Act, 2013 and corresponding Rules framed thereunder was furnished by them towards appointment of a 5 (Five) years term.

B. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed PCS Rupali Modi, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure -A”.

Reply for qualification Remark in Secretarial Audit Report:

1. Although company has not published/advertised the financial result Financial Year 2023-2024 under review in the newspaper. However, the same was uploaded on the company website as well as BSE Portal and available at public.

2. The Company has again instructed all the Independent Directors and explained them about necessity of submitting declaration as required under Section 149(6) of the Companies Act, 2013. The Company is hopeful to obtain it from Independent Directors in a short period.

3. The Company is in the process of appointing a Chief Financial Officer as prescribed under Section 203 of the Companies Act, 2013.

4. Since the Company is not having any confirmation about the MSME status of the vendor/supplier, the Company has not filed e-form MSME -1 pursuant to Order 2 and 3 dated 22 January, 2019 issued under Section 405 of the Companies Act, 2013.

5. The Company has put a stern effort to obtain death certificate of late Mr. Manish Patel and after the date of Balance Sheet, we could obtain and file with the regulatory body.

6. The company is in the process of complying with the same.

16. TRANSFER TO RESERVES:

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs. 15.27 lacs have been carried forward from profit & loss account to Balance Sheet, during the year under review.

17. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at March 31, 2024.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Details of Loans, Guarantees and Investments as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. The Company is in compliance with provisions of section 186 of the Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has not entered into any contracts or arrangements/ transactions with related party during the year under review.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

21. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending (except the previous years which was already disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

22. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or Financial Institutions.

23. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

24. CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules, 2014, the Company has not required to formulate and implement any Corporate Social Responsibility Initiatives as the said provisions are not applicable to the Company during the year under review.

25. BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as “Risks”. Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board, basis the Internal Audit Report received.

27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

29. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company’s vision and strategy to deliver good performance.

30. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy

is stated in the Corporate Governance Report and is also available on the Company’s website at www.naturalbiocon.com.

31. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an “Annexure B & C” respectively to this report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor’s Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

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

During the year conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is nil.

33. 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:

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year as on 31st March, 2024 and the date of Director’s Report except the following:

The company has increased the authorized capital vide it’s extra-ordinary general meeting dated May 23, 2024, from the existing Rs.12,00,00,000 (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crores Twenty Lacs) Equity Shares of Rs.10/- each to Rs. 30,00,00,000 (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs.10/- each by addition of Rs. 18,00,00,000 (Rupees Eighteen Crores only) divided into 1,80,00,000 (One Crores Eight Lacs) Equity Shares of Rs. 10/- each.

Further the company has increased it’s paid capital has been increased from 11,37,28,000 to 25,78,28,000 at various instances from the end of financial year, and till the date of this report.

34. PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as “Annexure- D” to the Board’s report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2023-24, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2024.

36. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the Institute of Company secretaries of India relating to ‘Meetings of the Board of Directors’ and General Meetings’ and ‘Report of the Board of Directors’ respectively, have been duly followed by the Company.

37. ACKNOWLEDGMENT:

Your Directors acknowledge thanks ton to the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Date: 05/09/2024 By Order of the Board of Directors

Place: Ahmedabad For Natural Biocon (India) Limited

SD/- SD/-

Arunkumar Prajapati Gopal Trivedi Managing Director Company

DIN: 08281232 Secretary