Natural Capsules Ltd

Your Directors have pleasure in presenting their 31^st Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2024.

The Company's financial performance, for the year ended March 31, 2024 is summarized here below:

(Rs in Lakhs)

There was no change in the nature of business for the period under review.

The Company does not propose to transfer any amount to the General Reserves.

Based on the performance of the Company and the need for conservation of internal accruals for capacity expansion, your Directors have not recommended any dividend for the year 2023-24.

In terms of the Companies Act, any unclaimed or unpaid

Dividend relating to the financial transferred to the Investor Education and Protection Fund established by the Central Government, after the conclusion of 31^st Annual General Meeting.

Pursuant to Section 124(6) of the Companies Act, 2013 all shares in respect of which Dividend has not been paid or claimed for seven consecutive years or more has been transferred to IEPF. Further shares required to be transferred to IEPF for the financial provisions of the Act.

The details of the said shares transferred are provided on the website of the Company at http://www.naturalcapsules.com/ pages/bes-compliance.html.

During the year under consideration, there was change in the paid up capital. During December, 2021, the Company had issued rights shares of 31,16,350 partly paid equity shares face value of 10/- each for cash at a price of 100/- each right equity share including premium of 90/- per rights equity shares, resulting into change in equity share capital to 9,33,17,643/- Comprising of 93,21,578 Equity Shares of 10/-each fully paid, 13,273 Equity shares of 10/- each paid up 5/- each and 14,199 equity shares of 10/- each paid up 2.50/- each as on March 31, 2024. year 2016-17, will be

During the year Company has installed 1 HPMC capsule making machine at Bengaluru unit, resulting in increase of installed capacity of the Company from 16.02 billion to 18.75 billion capsules per annum.

Construction is on full swing in the API project of the Companyyear2016-17to2023-24willbetransferredasperthe which is being implemented by its subsidiary M/s Natural Biogenex Private Limited. We are expecting to start the trial productions by 2^nd quarter of the financial year 2024-25.

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is uploaded on the website of the Company web link www.naturalcapsules.com.

Further details of the same have been enumerated in the Corporate Governance Report annexed in Annexure-5 to this report.

Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The Company has given corporate guarantees of 70/- Crores to its subsidiary M/s Natural Biogenex Private Limited covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are risk given in the notes to the financial statements.

Internal financial controls means the policies and procedures processes and adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial control systems to monitor business processes, financial reporting and compliance with applicable regulations. The systems are periodically reviewed for deficiencies and formulation of time bound action plans to improve efficiency at all the levels. The Audit Committee of the Board constantly reviews internal control systems and their areas, observations made by the adequacy, significant internal auditors on control mechanism and the operations of the Company and recommendations made for corrective action through the internal audit reports. The Committee reviews the statutory auditors' report, internal audit reports, secretarial audit reports, project repots, quarterly budgets, accounting policies and other key significant issues from time to time.

The Directors confirm

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from those standards;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end consecutive years at of the financial year and of the profit of the Company that period;

(c) They have taken proper and sufficientcare for maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. Based on the framework of internal financial controls established and maintained by the Company, work performed by theInternal, Statutory and Secretarial Auditors, reviews performed by the management and the relevant Board Committees, the Board, in concurrence with the Audit Committee, is of the opinion that the

Company's internal financial controls were adequate and effective as on March 31, 2024;

(f) They have duly complied with Secretarial Standards issued by Institute of Company Secretaries of India (ICSI) from time to time.

There were no instances of frauds identified or reported by the

Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Companies Act, 2013.

The reports of the Statutory Auditors (annexed elsewhere in the Annual Report) and that of the Secretarial Auditors (annexed hereto as Annexure-2) and the explanations on the observations of Secretarial Audit Report is given below:

M/s P. Chandrasekar LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of five 29^th Annual General Meeting held on September 20, 2022. However with the advent of Companies (Amendment) Act, 2017 the requirement of annual ratification of the appointment of the Statutory Auditors of the

Company by the shareholders at the Annual General meeting has been done away with.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time) the Company has appointed Shri R. Parthasarathy, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure-2.

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 (as amended from time to time) is currently not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: materialThere are orders no passedsignificant by the

Regulators/Courts which would impact the going concern status of the Company and its future operations.

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to act as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Shri.Laxminarayan Moondra and Smt. Jyoti Mundra, Directors retire by rotation and being eligible, offer themselves for re appointment.

Mr. Sunil Laxminarayana Mundra tenure as Managing director is ending on May 31, 2024 Considering his immense contribution to the progress of the Company as a promoter and executive director since inception, the Board recommends his reappointment for a further period of 5 years and also to revise his remuneration subject to the approval of members.

Mr. Pramod Kasat tenure as Independent Director ended on April 30, 2024. The Nomination remuneration and

Compensation Committee recommended the re-appointment of Shri. Pramod Kasat for a second term of five years with effect from May 01, 2024 (subject to shareholders approval) and that his tenure of appointment shall not be liable to retire by rotation.

Further, Considering the vast business experience and qualification, Mr. Tekkar Yashwanth Prabhu has been appointed as an Additional Non-Executive Independent Director with effect from June 19, 2024, for a term of 5 years subject to the approval of the shareholders.

During the year under consideration 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(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. All Directors have given declaration relating to compliance with code of conduct.

As per the requirements of the provisions of the Companies Act, 2013, a Nomination and Remuneration & Compensation Committee of Directors was constituted by the Board of Directors and the details of the Members of the Committee are disclosed elsewhere in this Annual Report. The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy on Director's appointment and remuneration including criteria for determining qualification, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178. The said Policy is available on the website of the Company, various web links of the Company's policy is detailed under the head Policy.

During the financial year ended March 31, 2024, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on ‘arm's length' basis and were in compliance with the applicable provisions of the Companies Act, 2013, read with Regulation 23 of SEBI (LODR), 2015.

The Policy on Related Party Transactions (including the revised policy applicable for related party transactions effective April 01, 2019), is available on the Company's website and can be accessed at http://www.naturalcapsules.com/pdf/policy-on-related-party-transactions.pdf.

All related-party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related-party transactions is placed before the Audit Committee for their noting/approval every quarter. As prescribed by Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of material contracts/ arrangements with related parties are given in Form AOC-2, annexed as Annexure-1 to this report.

All related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to the Notes to the financial statements which sets out the disclosure for related party transactions.

There is no any material changes and commitments occurred between the end of the financial year ended as on March 31, 2024 and the date of the report which can affect the financial position of the Company.

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended from time to time) is attached herewith as Annexure-3 to this report.

The Company follows a comprehensive and integrated risk management process. The risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making and are periodically reviewed and revised by the Board of Directors.

The CSR Committee members are Shri Pramod Kasat, Shri Sunil L Mundra and Shri Sushil Kumar Mundra. The Annual Report on Company's CSR activities of the Company is furnishedin the prescribed format as Annexure-4 and attached to this report.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The performance evaluation was carried out on the basis of inputs received from all the Directors/Members of the Committees, as the case may be.

The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results of evaluation have been communicated to the Chairman of the Board of Directors.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

• Board dynamics and relationships;

Information flows;

• Decision-making;

• Relationship with stakeholders;

• Company performance and strategy;

• Tracking Board and committees effectiveness;

• Peer evaluation.

The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, Report on Corporate Governance, Management

Discussion and Analysis Report and Auditors Certificate regarding compliance of conditions of Corporate Governance provided in Annexure-5 in this Report and the same forms part of the Directors' Report.

The present Committee members are Mr. C P Rangachar, Mr. Pramod Kasat, Mr. S G Belapure & Mr. Sunil L Mundra, detailsofwhichareenumeratedintheCorporateGovernance Report. The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act, 2013 and the policy is explained in corporate governance report. During the year under review, there were no complaints received under this mechanism.

The Company has in place a policy on Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received from any employee during the financial year2023- 24.

OTHER DISCLOSURE: a) details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been denied access to the audit committee; b) details of compliance with mandatory requirements and adoption of the non-mandatory requirements;

c) web link where policy for determining ‘material' subsidiaries is disclosed;

d) web link where policy on dealing with related party transactions;

e) a certificate from a Company secretary in practice that none of the directors on the board of the Company 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.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-6 to this Report.

Pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of the SEBI

(Share Based Employee Benefits) Regulations, 2014 The

Company has implemented ESOP Scheme 2018, to reward and retain the qualified and skilled employees and to give them an opportunity to participate in the growth of the Company. These Schemes are administered by the Nomination, Remuneration and Compensation Committee of the Company has been appended as Annexure-7 to this Report

The Company has 2 subsidiaries- M/S Natural Biogenex Private Limited & M/S Natural Phyto Pharma Private Limited.

The Company has an adequate Internal Control System commensurate with its size and operations. Management has overall responsibility for the Company's Internal Control System to safeguard the assets and to ensure reliability of financial records. Audit Committee reviews all financial statements and ensures adequacy of internal control systems. The Company has engaged the services of an Independent Chartered Accountant to carry out the internal audit and ensure that recording and reporting are adequate and proper, the internal controls exist in the system and that sufficient measures are taken to update the internal control system. The system also ensures that all transaction are appropriately authorized, recorded and reported. Exercises for safeguarding assets and protection against unauthorized use are undertaken from time to time. The Company has also installed an extensive CCTV Surveillance system to cover the entire factory premises. All these measures are continuously reviewed by the management and as and when necessary improvements are affected.

The Net Sales during the year was 15,380.63 Lakhs and your Company could make Net Profit of 806.58 after tax.