naturo indiabull ltd share price Management discussions


BUSINESS OVERVIEW/ INDUSTRY STRUCTURE AND DEVELOPMENTS

Incorporated in 2016, Our Company Naturo Indiabull Limited (Formerly known as IT Indiabull Private Limited) is Company engaged in the business of trading of Health Care Products, Herbal Juices, Soaps, Shampoos, Sanitary Pads and other FMCG Products. Our Promoter, Gaurav Jain and Jyoti Choudhary has around 10+ Years of experience in FMCG, C&F, Stockists.

FMCG is one of the growing markets in the Indian Economy and have significant contribution in GDP of the Economy. The Government has also allowed100% FDI in cash and carry segment and 51% in multi brand retail. In order to promote the same and to boost Manufacturing capabilities, exports, the Government introduced several Production linked incentives.

OUR STRENGTHS:

Strong Presence in Market. Focus on Quality Products.

Well qualified and Experienced Management team. Cordial relationship between management and vendor.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS:

Our Companys future results of operations could be affected potentially by the following factors:

Companys ability to successfully implement our growth strategy;

Changes in technology;

Investment Flow in the country from the other countries; Competition from other players; Changes in law and laws and regulations; General economic and business condition; Operational guidance and support.

OPPORTUNITIES

We believe there is significant demand of organic and health care products. In current hectic lifestyle, people tend to attract towards use of natural and organic products in their day-to-day life. Seeing the rising trend of demand of organic and natural products and personal care, the Company saw a growing market expands its portfolio to expand its business.

THREATS & CHALLENGES

Unfavorable changes in government policies and the regulatory environment can adversely impact the performance of the sector. Retrospective policy changes and regulatory bottlenecks may impact profitability and affect the attractiveness of the sector and companies operating within the sector.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report.

The Companys internal control system is commensurate with the nature, size and complexities of operations.

Adequate records and documents are maintained as required by laws. The company has established well defined polices and processes across the organization covering the major activities. The Companys audit Committee reviewed the internal control system on an ongoing basis keeping in mind the growth prospects and ever evolving business environment. Audit committee reviews proper implementation of corrective measures. All efforts are being made to make the internal control systems more effective.

TO ENSURE EFFECTIVE INTERNAL FINANCIAL CONTROLS THE COMPANY HAS LAID DOWN THE FOLLOWING MEASURES:

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a pre-approved Delegation of Authority Schedule which is reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

Since the Company is in basis of accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis.

OUTLOOK

The Company has positive outlook towards the growth of the Company. Currently company is dealing in trading of the FMCG & Herbal products but considering to enter into the business of Manufacturing of the same.

DISCUSSIONS ON FINANCIAL PERFORMANCE VIS-?-VIS OPERATIONAL PERFORMANCE

The Company continued its business in trading of Health care products and FMCG. During the year under review, the Company registered revenue of Rs 1616.23 Lakhs as against revenue of Rs 1127.51 Lakhs during preceding financial year. The Company recorded a Net Profit of Rs. 103.90 Lakhs in FY 2022-23 on y-o-y basis as compared to profit of Rs. 108.03 Lakhs in FY 2021-22. Your Directors are optimistic about companys business and hopeful of better performance with increased revenue in the coming year.

RISKS AND CONCERNS

Every business has both Risk and Return and they are inseparable. As a responsible management, the Companys principal endeavour is to maximize returns. The Company continues to take all steps necessary to minimize its expenses through detailed studies and interaction with experts. Our senior management identifies and monitors the risk on regular basis and evolves process and system to control and minimize it. With regular check and evaluation business risk can be forecasted to the maximum extent and thus corrective measures can be taken in time.

HUMAN RESOURCES

Management is doing successfully in building experienced team and nurturing them to be leaders. The main motive of the company is trust, integrity, teamwork, innovation, performance and partnership. Various Departments are headed by Professional Qualified Personal, helping our business to remain competitive, achieve greater success and newer milestone.

KEY FINANCIAL RATIOS

During the year, on the Financial Statement, there was no significant change in the financial ratios compared to that of the previous year.

RETURN ON NET WORTH

During the year, there was no significant change in the return on the Net Worth compared to that of the previous year.

CAUTIONARY STATEMENT

The report may contain certain statements that the Company believes are, or may be considered to be "forward looking statements "that describe our objectives, plans or goals. All these forward-looking statements are subject to certain risks and uncertainties, including but limited to, Government action, economic development, risks inherent in the Companys growth strategy and other factors that could cause the actual results to differ materially from those contemplated by the relevant forward-looking statements.

For and on behalf 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: 04/09/2023

ANNEXURE "B" TO THE DIRECTORS REPORT

FORM NO. AOC.2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto: -

1. Details of contracts or arrangements or transactions not at arms length basis a. Name(s) of the related party and nature of relationship: N.A. b. Nature of contracts/arrangements/transactions: N.A. c. Duration of the contracts/arrangements/transactions: N.A. d. Salient terms of the contracts or arrangements or transactions including the value, if any: N.A. e. Justification for entering into such contracts or arrangements or transactions: N.A. f. Date of approval by the Board: N.A. g. Amount paid as advances, if any: N.A. h. Date on which the special resolution was passed in general meeting as required under first proviso to section 188: N.A.

2. Details of material contracts or arrangement or transactions at arms length basis:

Name of the Party

Transaction Terms (if Date of approval by the Value (In Lakhs)
Type any) Board
Impex Agrotech Limited Purchase NA 17/05/2022 380.25
Torrex Ventures Limited Purchase NA 17/05/2022 429.52
Sands Entertainment Sale NA 17/05/2022 492.59

The above-mentioned transactions were entered into by the Company in its ordinary course of business. The above disclosures on material transactions are based on threshold of Rupees one thousand crore or ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower as prescribed under the Companies (Meetings of Board and its Powers) Rules, 2014.

For and on behalf 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: 04/09/2023

ANNEXURE "C "TO THE DIRECTORS REPORT

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

The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2023 is given below and forms port of the Directors Report.

(A) Conservation of Energy

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved. b) No specific investment has been made in reduction in energy consumption. c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately. d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the Companies (Disclosure of particular in report of Board of Director) Rules, 1988, So we are not required to furnish such information.

(B) Technology Absorption

Efforts in brief, made towards Technology absorption, towards Technology absorption, The Company continues to perform Product Development activities to improve quality of products and to reduce production cost to serve its customer better.

Benefits derived as a result of the above efforts:

Improvement in overall productivity, quality of the products and reduced process scrap and cost.

In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: Technology Imported -No technology has been imported by the Company. Year of Import- N. A. Has technology been fully absorbed -N. A. If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action: N.A. The expenditure incurred on Research and Development Company has not incurred any expenditure on Research and Development

(C) Foreign Exchange Earnings and Outgo

Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans: NIL.

The details of earnings in foreign currency and outgo of foreign currency are as under:

Year Ended 31.03.2023 Year Ended 31.03.2022
(A) Foreign Currency used for:
1. Raw Materials NA NA
2. Capital Goods NA NA
3. Expenditure in Foreign Currency NA NA
(B) Earnings in Foreign Currency NA NA

For and on behalf 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: 04/09/2023

ANNEXURE "D "TO THE DIRECTORS REPORT

NOMINATION AND REMUNERATION POLICY

Preamble:

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies

Act, 2013 ("the Act") read along with rules there under as amended from time to time.

Applicability:

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of Naturo Indiabull Limited (the "Company").

Definitions:

? "Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

? "Key Managerial Personnel" means: a. Chief Executive Officer or Managing Director or Manager b. Company Secretary; c. Whole-time Director; d. Chief Financial Officer; e. Such other officer, not more than one level below the directors who is in whole time employment designated as key managerial personnel by the Board; and f. Such other officer as may be prescribed.

? "Senior Managerial Personnel" mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

Objective:

The objective of the policy is to ensure that: -

? The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

? Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

? Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

Role of the Committee:

Nomination and Remuneration Committee being constituted in compliance of Section 178 of the Companies Act,

2013 ("the Act") read along with rules there under as amended from time to time will be working as under: The role of the NRC will be the following: - ? To formulate criteria for determining qualifications, positive attributes and independence of a Director. ? To formulate criteria for evaluation of Independent Directors, Board and its Committees. ? To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

? To carry out evaluation of Directors performance.

? To recommend to the Board the appointment and removal of Directors and Senior Management.

? To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management. ? To devise a policy on Board diversity, composition, size. ? To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable. ? To perform such other functions as may be necessary or appropriate for the performance of its duties.

Appointment And Removal Of Director, Key Managerial Personnel And Senior Management:

? The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Companys Policy.

? A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the position. ? The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution. ? The Company shall not appoint or continue the employment of any person as whole-time Director who is an undercharged insolvent or has at any time been adjudged as an insolvent

Term / Tenure:

? Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

? Independent Director:

Company shall have at least 50% of the total number of directors as independent directors and all independent directors shall meet the criteria as laid as laid down in Section 149(6) of the Act. An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of an ordinary resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director Serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

Evaluation:

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel Removal:

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Policy for Remuneration To Directors/ KMP/ Senior Management Personnel:

? Remuneration to Managing Director / Whole-time Directors: a. Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013, Schedule V of the Act and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company. b. The Nomination and Remuneration Committee shall make such recommendations to the Board of

Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors to attract, retain and motivate them. c. Company may make a balance in remuneration by fix and variable reflecting short term andN long term performance and working of the company.

? Remuneration to Non-Executive / Independent Directors: a. The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013 read with rules there under and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors and members from time to time. b. All the remuneration of the Non-Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be. c. An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share-based payment schemes of the Company. d. Any remuneration paid to Non-Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied: i) The Services are rendered by such Director in his capacity as the professional; and ii) In the opinion of the Committee, the director possesses the requisite qualification forthe practice of that profession.

? Remuneration to Key Managerial Personnel and Senior Management: a. The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay reflecting their short term and long term performance and working, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy. b. The Compensation Committee of the Company, constituted for the purpose of administering the Employee

Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management. c. The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time. d. The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

Loan to KMP, Senior Management and Other Employees of the Company: (Except Director Which is Governed by Section 185 of The Companies Act, 2013)

? Company may consider the loan applications received form KMP, Senior Management and other employees of the company. ? The loan may be granted/ sanctioned for purchase of vehicle, medical treatment of self and family dependent or to meet other personal expenditure. ? The loan may be given at a confessional rate of interest or interest free at the sole discretion of the board/company. ? The amount of loan, repayment period, and mode of repayment, amount of installment, extension and other relevant terms & conditions may be decided by board/company as they/it deem fit or suitable from time to time. ? The company may take suitable steps to secure the loan given by availing collateral security, deposit of title deed/papers of the vehicle/property concerned or by taking postdated cheque or any other way.

Implementation:

? The Committee may recommend to the board or board may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate. ? The Committee may Delegate any of its powers to one or more of its members or directors of the company. ? The NRC may recommend changes, if any or the Board may itself amend the policy from time to time in accordance with Act, Rules, and Provisions in force.

For and on behalf 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: 04/09/2023

ANNEXURE "E "TO THE DIRECTORS REPORT

PARTICULARS OF EMPLOYEES

Remuneration Information under Section 197(12) of the Companies Act, 2013 Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Ratio of the Remuneration of each director to the median remuneration of the employees of the company for the Financial Year.

The remuneration of each Director, Chief Financial Officer and Company Secretary, percentage increase in their remuneration during the financial year 2022-23 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2022-23 are as under:

S. N. Name of the Director/ KMP

Designation

Remuneration for the FY 2022-23 (Amount in Lakhs)

Ratio of the Remuneration of each to the median remuneration of the employees

% increase in remuneration during FY-2022- 23

1. Mr. Gaurav Jain

Chairman Managing Director

& 9.95

2.14

48.24%

2. Mrs. Jyoti Choudhary Executive Director 4.80 NIL NIL
3. Mr. Rahul Khurana CFO 1.80 NIL NIL

The Non-Executive Directors of the Company were paid only sitting fees during the financial year under review. Hence, their ratio to Median Remuneration and percentage increase in remuneration has not considered.

2. The percentage increase in the median remuneration of the employees in the financial year:

Permanent employees on the rolls of the Company as on 31st March, 2023 (not including 3 directors)

12
The median remuneration of employees of the Company during the Financial year Rs. 240000/-
% Increase in the median remuneration of employees in the Financial Year NA

3. Average Percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration- NA

4. Name of the employee who

if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees- NA

if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month-NA

If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that 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-NA

5. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the Company.

For and on behalf 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: 04/09/2023

Form No. MR-3

Secretarial Audit Report for the financial year ended on March 31, 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014]

To,

The Members

Naturo Indiabull Limited

(Formerly known as Indiabull Private Limited) [CIN: L72900RJ2016PLC055890] 01st Floor, 51, Lohiya Colony, 200 Ft. Bye-Pass Vaishali Nagar Jaipur RJ 302021

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Naturo Indiabull Limited hereinafter called ("the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management.

I hereby report that in my opinion, the Company has during the audit period covering the financial year ended on March 31, 2023 generally 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:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of: I. The Companies Act, 2013 (the Act) and the Rules made there-under;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made there-under; III. The Depositories Act, 1996 and the Regulations and bye-laws framed there-under;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there-under to the extent applicable. V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act) to the extent applicable to the Company;

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

I have also examined compliance with the applicable clauses of the following;

(a) Secretarial Standards issued by the Institute of Company Secretaries of India related to the meetings of Board of Directors and Shareholders; (b) The SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company and test verification on random basis carried out for compliances under other applicable Acts, Laws and Regulations to the Company

The compliance by the Company of the applicable direct tax laws, indirect tax laws and other financial laws has not been reviewed in this Audit, since the same have been subject to review by the other designated professionals and being relied on the reports given by such designated professionals.

During the audit period under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards etc. as mentioned above except following:

a. During the year under review, the Company has accepted borrowings of Rs. 230.37 Lakhs from various parties other than Directors and their relatives which are in contravention to Section 73 to 76 of the

Companies Act, 2013. Further the Company has not complied the provisions related to Acceptance of Deposits from the parties u/s 73 to 76 of the Companies Act, 2013

b. During the year under review, the Company have granted loans of Rs. 1299.81 Lakhs to various parties which are in contradiction of Companies Act, 2013.

c. There was delay in filing of SDD certificate with the exchange for quarter ended i.e., December 30, 2022, as per the SEBI Circular NSE/CML/2022/51, the SDD certificate for December quarter needs to be filed latest by 21st January, 2023, but the same was filed by 28th January, 2023.

d. No closure of trading window filed with BSE Limited for quarter ended September 30, 2022.

During the audit period under review, provisions of the following regulations were not applicable to the Company; (a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (b) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (c) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(e) The Securities and Exchange Board of India (Issue of capital and disclosure requirements) Regulations, 2018; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 dealing with client

I further report that:

? The Board of Directors of the Company is duly constituted with proper balance 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 is given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance there was no formal system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the Meeting. ? Decisions at the meetings of Board of Directors of the Company and Committee thereof were carried out with requisite majority.

I further report that based on the information provided and representation made by the Company and also on the review of compliance reports of the respective department duly signed by the department head and Compliance Certificate(s) of the Managing Director/Company Secretary/CFO taken on record by the Board of Directors of the Company, in our opinion system and process exists in the company required to be strengthen to commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines.

I further report that during the audit period the Company no events occurred which had bearing on the

Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

I further report that,

(a) The Company was listed on BSE Limited on September 02, 2023.

(b) Ms. Shalini Joshi, Company Secretary of the Company has resigned from the Company on November 08, 2022 and Ms. Rishibha Kasat, Company Secretary was appointed as Company Secretary of the Company on May 06, 2023. (c) The meeting for Adoption of Un-audited financial results of the Company for the half year ended September 30, 2022 was schedule on November 11, 2022, but the same was re-schedule to November 14, 2022 due to non-finalization of accounts. The intimation for re-scheduling was made to BSE vide letter dated November 11, 2022.

Following are the clarification letter provided by the Company during the period from 1st April, 2022 to 31st, March 2023

1. Clarification letter dated 14th November, 2022-Clarification regarding submission of revised outcome of Board Meeting dated 14th November, 2022 related to adoption of financial results for the quarter ended 30th September, 2022.

For N K M & Associates [Company Secretary]

[Firm Registration No. I2018MH1812700]

SD/-

Nikita Kedia

Proprietor

Membership No: A54970

CP No.: 20414

Peer review no. 2470/2022

UDIN: A054970E000937555

Place: Mumbai

Date: 04/09/2023

To,

The Members

Naturo Indiabull Limited

(Formerly known as Indiabull Private Limited) [CIN: L72900RJ2016PLC055890] 01st Floor, 51, Lohiya Colony, 200 Ft. Bye-Pass Vaishali Nagar Jaipur RJ 302021

My Secretarial Audit Report of even date is to be read along with this letter;

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit;

2. I have followed the audit practices and the 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;

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company;

4. Where ever required, I have obtained the Management Representation about the compliance of laws, rules and regulation and happening of events etc.;

5. 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 procedure on test basis;

6. 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.

Limitations:

It is to be noted that due personal reasons, previous secretarial auditor has resigned on August 21, 2023 and I was appointed as Secretarial auditor in shorter spam of time, hence, I had carried out the audit virtually and the documents, registers, forms, etc. were made available to us by the company through electronic medium.

For N K M & Associates

[Company Secretary]

[Firm Registration No. I2018MH1812700]

SD/-

Nikita Kedia

Proprietor

Membership No: A54970

CP No.: 20414

Peer review no. 2470/2022

UDIN: A054970E000937555

Place: Mumbai

Date: 04/09/2023

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members

Naturo Indiabull Limited

(Formerly known as Indiabull Private Limited) [CIN: L72900RJ2016PLC055890] 01st Floor, 51, Lohiya Colony, 200 Ft. Bye-Pass Vaishali Nagar Jaipur RJ 302021

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Naturo Indiabull Limited (hereinafter referred to as ‘the Company), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company and its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ended on March 31, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Date of

DIN

Full Name Designation
Appointment
07927458 Ms. Jyoti Choudhary Non-Executive Director 12/09/2017
08560737 Mr. Gaurav Jain Managing Director 12/09/2019
09481314 Mr. Nishant Gautam Independent Director 28/01/2022
09481316 Mr. Vishal Gaur Independent Director 28/01/2022
09481337 Mr. Ramcharan Saini Independent Director 28/01/2022
09481550 Mr. Sudhir Kumar Non-Executive Director 28/01/2022

Ensuring the eligibility of for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification.

This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For N K M & Associates [Company Secretary]

[Firm Registration No. I2018MH1812700]

SD/-

Nikita Kedia

Proprietor

Membership No: A54970

CP No.: 20414

Peer review no. 2470/2022

UDIN: A054970E000951283

Place: Mumbai

Date: September 06, 2023