Natura Hue Chem Ltd Directors Report

The Members,

Natura Hue Chem Limited Raipur (C. G.) 492001

Your directors have pleasure in presenting the 30th Annual Report on the business and operation of the Company together with Audited Financial Statements for the year ended on 31st March, 2025.

? FINANCIAL RESULTS:

PARTICULARS	RS. IN LAKHS
	31ST MARCH, 2025	31st MARCH, 2024
Revenue from Operations	00.0	6.65
Other Income	8.33	15.25
Total Receipts	8.33	21.90
Total Expenses	10.15	9.56
Profit/Loss Before Tax	(1.82)	12.34
Tax Expenses	(0.80)	0
Profit/Loss for the year	(1.03)	12.25
Earnings Per Share (in Rs.)	0.07	0.41

? REVIEW OF PERFORMANCE

During the financial year under review, the Company has not generated any revenue from operations as compared to ?6.65 lakhs earned in the previous financial year. However, the Company has earned other income of ?8.33 lakhs during the year under review, as against ?15.25 lakhs in the previous year.

The decline in total income is primarily attributable to the absence of operational revenues and a reduction in other income. The management is actively evaluating various strategic and operational measures to enhance the Companys performance in the coming periods.

? DIVIDEND

In view of the loss incurred during the financial year ended March 31, 2025, and with a view to conserve resources, the Board of Directors has not recommended any dividend for the year under review. The Board believes this approach is prudent to support the long-term financial stability and future business opportunities of the Company.

? SHARE CAPITAL

As on 31st of March, 2025 the authorised Capital of the Company is Rs.7,00,00,000 divided into 70,00,000 equity shares of Rs.10.00 each and the paid-up and subscribed capital stands at Rs.4,14,53,000 divided into 41,45,300 equity shares of Rs.10.00 each.

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March 2025, the company has not issued any convertible instruments and none of the Directors of the Company hold convertible instruments of the Company.

? ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at www.naturahuechem.com.

? NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met eight (8) times during the year under review. Proper notices of the meeting were given to all the Directors and intimation were duly made to Stock Exchange regarding the conducting of the Board Meeting and its outcome.

The details of BOARD MEETING are as follows:

S. No.	DATE OF MEETING	NAME OF DIRECTORS
		MANSOOR AHMED	HIFZUL RAHIM	ADITYA SHARMA	SATYAWATI PARASHAR	RAVINDRA POKHARNA
1.	23.05.2024	P	P	P	P	P
2.	31.07.2024	P	P	P	P	P
3.	20.08.2024	P	P	P	P	P
4.	14.11.2024	P	P	P	P	P
5.	19.12.2024	P	P	P	P	P
6.	13.02.2025	P	P	P	P	P
7.	28.02.2025	P	P	P	P	P
8.	22.03.2025	P	P	P	P	P

*P= Present

*A= Absent

? DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors

Responsibility Statement, it is hereby confirmed

? In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

? The directors have ensured that all applicable accounting policies are applied them consistently and directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2025 and of the profit and loss of the company for that period;

? The directors had taken and continue to take proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

? The directors had prepared and continue to prepare the annual accounts on a going concern basis;

? The directors had laid and continue to lay down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

? The directors had devised and continue to devise proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

? STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors namely Aditya Sharma, Ravindra Pokharna and Satyawati Parashar of the Company have given declarations as required under the provisions of Section 149 (7) of the Companies Act, 2013 stating that they meet the eligibility criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

? AUDIT COMMITTEE, ITS COMPOSITION AND MEETINGS

In compliance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee of the Company is duly constituted and functions in accordance with its terms of reference approved by the Board. The composition of the Audit Committee remained unchanged during the year under review. During the financial year 2024-25, the Audit Committee met six (6) times to review and discuss various financial and compliance matters. The Board is satisfied with the functioning and recommendations made by the Committee.

The Committee comprises the following members:

S. NO.	NAME OF MEMBERS	DESIGNATION
1.	Mr. Mansoor Ahmed (Executive Directors)	Managing Director- Chairperson
2.	Mrs. Satyawati Parashar (Non- Executive Director)	Women Independent Director- Member
3.	Mr. Ravindra Pokharna (Non- Executive Director)	Independent Director - Member

The dates of committee meetings and attendance of members of committee is stated below:

S.NO.	DATE OF MEETING	NAME OF MEMBERS
		MANSOOR AHMED	RAVINDRA POKHARNA	SATYAWATI PARASHSAR
1.	23.05.2024	P	P	P
2.	31.07.2024	P	P	P
3.	20.08.2024	P	P	P
4.	14.11.2024	P	P	P
5.	13.02.2025	P	P	P
6.	22.03.2025	P	P	P

? NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted in accordance with the provisions of Section

178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee is working under the Chairmanship of Smt. Satyawati Parashar, a Non-Executive Independent Director with Shri Ravindra Pokharna, a Non-Executive Independent Director, and Shri Aditya Sharma Non-Executive Independent Director as co-members.

During the financial year 2024–25, the Committee met two times on 19.12.2024 & 28.02.205 to consider and recommend various matters falling within its scope, including matters relating to appointment, reappointment, and remuneration of Directors and Key Managerial Personnel.

The Committee has been formed to review and recommend the appointment and remuneration of Directors and other Key Managerial Personnel of the Company.

? STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee continues to monitor stakeholder relationship issues, including complaints related to transfer of shares, non-receipt of annual reports, and other matters as prescribed under the applicable laws.

During the financial year 2024–25, no meeting of the Stakeholders Relationship Committee was held, as there were no investor grievances or matters requiring the Committees attention.

The composition of the Committee remained unchanged during the year under review.

S. NO.	NAME OF MEMBERS	DESIGNATION
1.	Mrs. Satyawati Parashar (a Non- Executive Director)	Women Independent Director - Chairperson
2.	Mr. Mansoor Ahmed (an Executive Director)	Managing Director- Member
3.	Mr. Ravindra Pokharna (a Non- Executive Director)	Independent Director - Member

? AUDITORS

? STATUTORY AUDITORS

M/s Batra Deepak & Associates, Chartered Accountants (Firm Registration No. 005408C), were appointed as the Statutory Auditor of the Company for conducting statutory audit of the Company in the 29th Annual General Meeting for a term 5 years from the conclusion of that AGM till the conclusion of 34th Annual General Meeting of the Company to be held for the Financial Year 2028-29, at a remuneration to be decided by the Board of Directors in consultation with the auditors.

? SECRETARIAL AUDIT

In terms of provisions of Section 204 of the Companies Act, 2013 Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed M/s G Soni & Associates, a Practicing Company Secretary firm for conducting secretarial audit of the Company for the financial year under review.

? MAINTENANCE OF COST RECORDS OR AUDIT

Your company is neither required to appoint Cost Auditors in terms to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) nor required to maintain cost records during the year under review.

? INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, M/s Sunny Rawlani & Associates, Chartered Accountants (FRN: 153649W), a proprietorship firm, were appointed as the Internal Auditors of the Company for the financial year under review. However, vide their letter dated 18th December 2024, they expressed their inability to continue and stepped down from the said position due to medical reasons, with effect from the same date.

In view of the above, the Board of Directors, at its meeting held on 22nd March 2025, approved the appointment of M/s Bharti Parimal Jain & Co., Chartered Accountants (FRN: 015366C), as the Internal Auditors of the Company for the financial year 2024–25, to fill the casual vacancy arising out of the resignation of M/s Sunny Rawlani & Associates.

? STATUTORY AUDITOR

The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation. Further the Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer:

? SECRETARIAL AUDITOR

The Secretarial Auditor Report received from the Secretarial Auditor of the Company for the Financial Year 2024-25 is annexed herewith as ANNEXURE-1. The report does not contain any qualification, reservation or adverse remark.

? FRAUDS REPORTED BY THE AUDITORS:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of the fraud committed by the Company, its officers and employees, the details of which would need to be mentioned in the Directors Report.

? PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of investments made and loans given by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in Financial Statements. Kindly refer the following Note No. 4. Further your Company has not extended corporate guarantee on behalf of any other Company.

? TRANSFER TO GENERAL RESERVES

Your Company has not transferred any amount to the General Reserves Account during the Financial Year 2024- 2025.

There are no such materials changes and commitments affecting the financial position of the Company occurred between the 01st April, 2025 and date of this report.

The Company is not a manufacturing Company and as such no provisions of Conservation of Energy Conservation and Technology Absorption under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are attracted.

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

18. ANNUAL EVALUATION OF BOARD

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual Directors, Chief Financial Officer, Company Secretary as well as the evaluation of the working of its Board Committees.

During the year, all the transactions into with related party were on Arms length basis and in the ordinary course of business and further the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material or which are required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

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

The Company continues to be listed on Bombay Stock Exchange (BSE). All the dues whether it is related to Stock Exchange, Depositories and Registrar & Transfer Agent stands paid. The company is duly complying with all the requirements laid under SEBI (LODR) regulations, 2015. The ISIN of the Equity shares of company is INE487B01019.

Your Board is duly constituted with combination of executive and non-executive directors. Your Directors declare that no directors on the Board are disqualified from being appointed as Director of the Company under Section 164 of the Companies Act, 2013 and also, they have duly disclosed their interest in terms of Section 184 of the Companies Act, 2013.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

During the year under review there were no changes made in the composition of Board of Directors:

Following are the details regarding Key Managerial Personnel of the Company as on 31st March, 2025 and changes therein:

? MANAGING DIRECTOR:

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17(6) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors states that:

Mr. Mansoor Ahmed (DIN: 01398796) continues to serve as the Managing Director (MD) and Key Managerial Personnel (KMP) of the Company.

His appointment and remuneration were duly approved by the shareholders and are in compliance with:

? Sections 196, 197, 198 and 203 of the Companies Act, 2013.

? Schedule V of the Companies Act, 2013 (as amended).

? Applicable provisions of the SEBI (LODR) Regulations, 2015 including Regulation 17(6)(e) relating to executive director remuneration.

Remuneration and Terms:

Mr. Ahmeds remuneration continues as per the terms approved by the shareholders at the Annual General Meeting, held at 27.09.2023 and no revision is proposed during the year under review.

Declaration:

Mr. Ahmed has confirmed that he is not disqualified from continuing as a director under Section 164(2) of the Companies Act, 2013. The necessary filings under the Companies Act and SEBI (LODR) have been duly made.

The Board places on record its appreciation for Mr. Mansoor Ahmeds continued leadership and valuable contributions toward the growth and governance of the Company.

? COMPANY SECRETARY:

During the year under review, there were changes in the position of the Company Secretary:

CS Shivangi Agrawal, who was serving as the Company Secretary of the Company, resigned from her position with effect from 31st July, 2024, due to personal reasons.

Subsequently, CS Shrishti Paliwal was appointed as the Company Secretary on 20th December, 2024, and she tendered her resignation on 28th February, 2025, also citing personal reasons.

Thereafter, CS Komal Goyal was appointed as the Company Secretary with effect from 28th February, 2025, and is continuing in the said role as on the date of this report.

The Board places on record its appreciation for the contributions made by CS Shivangi Agrawal and CS Shrishti Paliwal during their respective tenures.

? CHIEF FINANCIAL OFFICER

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Chandra Bhushan was appointed as the Chief Financial Officer of the Company w.e.f 1st June, 2015 in its meeting held on 30th May, 2015 and he continues to hold the position.

AND NOW THE COMPOSITION OF BOARD OF DIRECTORS AS ON 31st MARCH 2025:

S. No.	NAME OF DIRECTORS	DESIGNATION
1.	Mr. Mansoor Ahmed	Managing Director
2.	Mr. Hifzul Rahim	Director
3.	Mrs. Satyawati Parashar	Women Independent Director
4.	Mr. Aditya Sharma	Independent Director
5.	Mr. Ravindra Pokharna	Independent Director

The composition of the Board is in conformity with provisions of Section 149 of the Companies Act, 2013 and also in line with Regulation 17 of SEBI (LODR) Regulation, 2015 to promote good governance.

Further All Directors have informed about their Directorships, Committee Memberships/ Chairmanships including any changes in their positions.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) (c)of the Companies Act, 2013 and the Companys Articles of Association, Mr. Hifzul Rahim, Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

The Company does not have any Subsidiary, Joint venture or Associate Company. The Company is also not a subsidiary of any other company. Therefore, no reporting is required to be made for the said clause.

The Company did not accept any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under. Further, there are no small depositors in the company.

There are no such orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

The Company is not running any industry; its into service sector and engaged in business of consultancy and management. The Management of the Company is cordial with each other.

The Company has in place adequate internal & financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

The Company has adequate Internal Control System, commensurate with its size, scale and operations. The scope and authority of Internal Audit functions have been defined in the Internal Audit scope of work to maintain its objectivity and independence, the Internal Audit functions reports to the Chairman of the Audit Committee of the Board.

The Internal Audit department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating system, accounting procedures and policies of the Company. Significant Audit observations and corrective actions thereon are presented to the Audit Committee of the Board. 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 of the Company. During the year no reportable material weakness in the design or operation was observed.

Your directors are committed to create and ensure an enabling, dignified and equitable work environment for every employee. The company during the year under review had less than 10 employees and thus the requirement of constitution of internal complaints committee under the provisions of Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable.

The Board of Directors have established ‘Whistle Blower Policy and ‘Code of Conduct for the Directors & Employees of the Company as required under the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014. The said Policy has been properly communicated to all the directors and employees of the Company and the new employees shall be informed about the Vigil Policy at the time of their joining.

Corporate governance is the system of rules, practices, and processes by which an organization is directed and controlled. It essentially involves balancing the interests of a companys stakeholders such as shareholders, senior management executives, customers, suppliers, financiers, the government, and the community. Your Company always tries to provide accurate and correct information to all the sections related to the Company and safeguarding the interest of all the stakeholders.

Company being listed on Bombay Stock Exchange and has duly entered into the Listing Agreement with the Stock exchange and had been complying with all the applicable requirements of SEBI (Listing Obligation & Disclosure Requirements), 2015 from time to time.

However, Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V of the SEBI (LODR), Regulations, 2015 are not applicable on your company as it is not having paid up capital exceeding rupees ten crore and net worth exceeding rupees twenty-five crore. Therefore, it is not required to provide a separate report on Corporate Governance.

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate management discussion and analysis report which forms an integral part of this Report is given as ANNEXURE 02.

Discharging Corporate Social Responsibility (CSR) is now statutorily recognized in India under Section 135 of Companies Act, 2013. Your Company is not covered under Section 135(2) of the Companies Act, 2013. Hence, no policy or disclosures are required to be made under the said section or applicable rules.

There are no applications made during the financial year 2024-25 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

Your company has not made any one-time settlement with any of its lenders. Therefore, it is not applicable.

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Regulations are provided in the website of the company www.naturahuechem.com/policies.html

The Company has duly complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively.

As per Section 197(12), read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Statement showing the names and other particulars of the employees of the Company as required under Rule 5 (2 & 3) of Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is not required to be furnished since there are no permanent employees in the Company. Further none of the director or employee has received remuneration in excess of the remuneration mentioned in the above-mentioned Rule 5 (2) during the Financial Year 2024-25.

? RISK MANAGEMENT POLICY

Risk Management is a very important part of business as it is an inherent part of any business unless and until a Company takes a risk cant achieve success. Higher the risk maximum then returns. Therefore, your directors keep a close watch on the risk prone areas and take actions from time to time. The policy of the Company is to comply with statutory requirements and try to overcome the risk of penalties and prosecutions.

The Company does not have any insurable assets. However, the policy of the Company is to keep insured all insurable assets to keep them adequately insured against risks and uncertainties like fire, riot, earthquake, terrorism, loss of profit, etc.

? PREVENTION OF INSIDER TRADING

The Board of Directors of the Company has duly adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Code for Regulating, Monitoring and Reporting of trading by insiders of the Company, pursuant to the provisions of Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct), respectively, of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and its notification dated December 31, 2018. The above codes came into effect from 01st April, 2019.

The aforesaid codes have been adopted with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Company Secretary & Compliance Officer is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

? COMPANYS WEBSITE

Your Company has its fully functional website www.naturahuechem.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, rules made thereunder and applicable provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

? DETAILED REPORTING ON SEXUAL HARASSMENT COMPLAINTS:

In terms of the provisions of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, and as amended by the Companies (Accounts) Second Amendment Rules, 2022, the following is the detailed report:

S.NO.	Particulars	Number of Complaints
1.	The number of sexual harassment complaints received during the year.	0
2.	The number of such complaints disposed of during the year.	0
3.	The number of cases pending for a period exceeding ninety days.	0

? STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

The provisions of the Maternity Benefit Act, 1961 are presently not applicable to the Company, as the nature and size of operations do not fall within the scope of the Act and the Company currently employs fewer than ten employees in the company. However, the Company is committed to promoting a safe, inclusive, and supportive work environment for all its employees.

? ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for contributions made by employees of the company and cooperation extended by the bankers and all persons who have directly and indirectly contributed to the success of the company.

Your directors also acknowledge the trust and confidence you have reposed in the company.

BY AND ON BEHALF OF THE BOARD FOR NATURA HUE CHEM LIMITED

	Sd/-	Sd/-
	(Mansoor Ahmed) Managing Director	(Hifzul Rahim) Director
	DIN:01398796	DIN:08491854
Dated: 28.08.2025 Place: Raipur (C. G.)

ANNEXURE-1

To,

The Members,

M/S NATURA HUE-CHEM LIMITED

Regd. Off.: 408, Wallfort Ozone,

Fafadih Chowk, Raipur, Chhattisgarh 492001 (CIN: L24117CT1995PLC009845)

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Natura Hue-Chem Limited, (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2025 ("Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records-maintained M/s Natura Hue-Chem Limited for the financial year ended on 31st March, 2025 according to the provisions of:

? The Companies Act, 1956 as well as 2013 and the Rules made there under;

? The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under;

? The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

? The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act): -

? The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, as amended from time to time;

? The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, as amended from time to time;

? The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

We have also examined compliance with the applicable provisions of the following:

? Secretarial Standards issued by The Institute of Company Secretaries of India.

? The Listing Agreements entered into by the Company with Bombay Stock Exchange.

? Securities and Exchange Board of India (Listing Obligation and Disclosure requirements) Regulations, 2015 and amendments thereto;

? The Apprentices Act, 1961

? The Income Tax Act, 1961

? The Negotiable Instruments Act, 1881 – No such instance found.

? The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Company has constituted a designated committee for any cases. No such cases were being reported to the committee.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that the Board of Directors of the Company is duly constituted with proper combination of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice has been given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out in proper manner as recorded in the minutes of the meeting of the Board of Director or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We have relied on the representation made by the Company and its officers for systems and mechanism framed by the Company for compliances under other Acts, Laws and Regulations applicable to the Company.

None of the Board of Directors of the Company are have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/ Ministry of Corporate Affairs or any such Statutory Authority for the time being.

We further report that during the audit report there were no specific events/actions having a major bearing on the affairs of the Company.

For, G SONI & ASSOCIATES

(Company Secretaries)

Place: Raipur, Chhattisgarh Dated: May 20th 2025

UDIN: F012019G000387086

Ghanshyam Soni (Proprietor)

M. No. FCS 12019

C. P. No. 17876

Note: This report is to be read with our letter of even date which is annexed as Annexure 1 and forms an integral part of this report.

To,

The Members,

M/s Natura Hue-Chem Limited

Regd. Off.: 408, Wallfort Ozone,

Fafadih Chowk, Raipur, Chhattisgarh 492001 (CIN: L24117CT1995PLC009845)

Our report of even date is to be read along with this letter.

? Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

? We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

? We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

? Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

? The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

? The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For, G SONI & ASSOCIATES

(Company Secretaries)

Ghanshyam Soni (Proprietor)

Place: Raipur, Chhattisgarh M. No. FCS 12019

Dated: May 20th, 2025 C. P. No. 17876