Modi Naturals Ltd — Updates, 27-05-2025: Company Update

27th May, 2025

Corporate Relationship Department Scrip Code: 519003

BSE Limited

P. J. Towers, Dalal Street, Fort,

Mumbai - 400 001

Dear Sir / Madam,

Sub: Annual Secretarial Compliance Report for the FY ended March 31, 2025

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, please find enclosed herewith the Secretarial Compliance Report of the

Company for the financial year ended March 31, 2025, issued by M/s Deepak Bansal &

Associates, Practicing Company Secretaries and the Secretarial Auditors of the Company.

This is for your kind information and records.

Thanking you !

Yours faithfully,

for MODI NATURALS LIMITED

Rajan Kumar Singh

Company Secretary & Compliance OƯicer

Encl: as above

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DEEPAK BANSAL & ASSOCIATES

Company Secretaries

Flat No.1601, 16th Floor, Tower M, Arihant Arden, Plot No.GH-07A,

Sector 01, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh-201306

Ph.: 98991 67774; Email: csdeepakbansal@gmail.com

1

ANNUAL SECRETARIAL COMPLIANCE REPORT

OF

MODI NATURALS LIMITED

FOR THE FINANCIAL YEAR ENDED 31.03.2025

We, Deepak Bansal & Associates, Practicing Company Secretaries, Noida have examined:

a. all the documents and records made available to us and explanation provided by Modi

Naturals Limited CIN: L15142DL1974PLC007349 (“the listed entity”),

b. the filings/ submissions made by the listed entity to the stock exchange,

c. website of the listed entity,

d. any other document/ filing, as may be relevant, which has been relied upon to make this

report,

for the year ended 31.03.2025 (“Review Period”) in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations,

circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the

Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board

of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have

been examined, include: -

a. Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015;

b. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018.

c. Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

d. Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not

applicable to the company during the Audit Period)

Deepak

Bansal

Digitally signed by Deepak Bansal

Date: 2025.05.27 12:58:36 +05'30'

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DEEPAK BANSAL & ASSOCIATES

Company Secretaries

Flat No.1601, 16th Floor, Tower M, Arihant Arden, Plot No.GH-07A,

Sector 01, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh-201306

Ph.: 98991 67774; Email: csdeepakbansal@gmail.com

2

e. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat

Equity) Regulations, 2021; (Not applicable to the company during the Audit Period)

f. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)

Regulations, 2021; (Not applicable to the company during the Audit Period)

g. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

h. Securities and Exchange Board of India (Depositories and Participants) Regulations,

1996;

i. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the

extent of Regulation 76 of Securities and Exchange Board of India (Depositories and

Participants) Regulations, 2018.

j. Securities and Exchange Board of India (Registrar to an Issue and Share Transfer

Agents) Regulations, 1993 regarding Companies Act, 2013 and dealing with client to the

extent of securities issued;

and circulars/ guidelines issued thereunder;

and based on the above examination, we hereby report that, during the Review Period:

I. (a) The listed entity has complied with the provisions of the above Regulations and

circulars/ guidelines issued thereunder, except in respect of matters specified below:

S

r

.

N

o

.

Com-

pliance

Require-

ment

(Regu-

lations/

circulars/

guide-

lines

including

specific

clause)

Regu-

lation/

Circular

No.

Deviation

s

Action

Taken

by

Type of

Action

Details

of

Violatio

n

Fine

Amount

Observations/

Remarks of the

Practicing Company

Secre tary (PCS)

Man-

age-

ment

Re-

sponse

Re-

marks

-- ---------- ---------- ------------ -------------- None --------- ------------ ------------------------------ ----------- ---------

Deepak

Bansal

Digitally signed by Deepak Bansal

Date: 2025.05.27 12:59:15 +05'30'

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DEEPAK BANSAL & ASSOCIATES

Company Secretaries

Flat No.1601, 16th Floor, Tower M, Arihant Arden, Plot No.GH-07A,

Sector 01, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh-201306

Ph.: 98991 67774; Email: csdeepakbansal@gmail.com

3

(b) The listed entity has taken the following actions to comply with the observations

made in previous reports:

Sr.

No.

Observations/

Remarks of

the Practicing

Company

Secretary

(PCS) in the

previous

reports

Observation

s made in

the

Secretarial

Compliance

report for

the year

ended

31.03.2024

Compliance

Requireme

nt

(Regulation

s/

circular/gui

delines

including

specific

clause)

Details of

violation/

Deviations

and actions

taken/

penalty

imposed, if

any, on the

listed entity

Remedial

actions if

any,

taken by

the listed

entity

Comment of the PCS on the actions

taken by the Listed entity

--- ------- ---------- ----------- ---------- None ---------

II. We hereby report that, during the review period the compliance status of the listed entity with

the following requirements:

Sr.

No.

Particulars Compliance

Status (Yes /

No/ NA)

Observations /

Remarks by PCS*

1. Secretarial Standards:

The compliances of the listed entity are in

accordance with the applicable Secretarial

Standards (SS) issued by the Institute of

Company Secretaries India (ICSI).

Yes None

2. Adoption and timely updation of the

Policies:

 All applicable policies under SEBI

Regulations are adopted with the approval

of board of directors of the listed entities.

 All the policies are in conformity with SEBI

Regulations and have been reviewed &

updated on time, as per the

regulations/circulars/guidelines issued by

SEBI.

Yes None

Deepak

Bansal

Digitally signed by Deepak Bansal

Date: 2025.05.27 12:59:33 +05'30'

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DEEPAK BANSAL & ASSOCIATES

Company Secretaries

Flat No.1601, 16th Floor, Tower M, Arihant Arden, Plot No.GH-07A,

Sector 01, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh-201306

Ph.: 98991 67774; Email: csdeepakbansal@gmail.com

4

3. Maintenance and disclosures on Website:

 The Listed entity is maintaining a functional

website

 Timely dissemination of the documents/

information under a separate section on the

website

 Web-links provided in annual corporate

governance reports under Regulation 27(2)

are accurate and specific which re- directs to

the relevant document(s)/ section of the

website

Yes None

4. Disqualification of Director:

None of the Director(s) of the Company is/ are

disqualified under Section 164 of Companies

Act, 2013 as confirmed by the listed entity.

Yes None

5. Details related to Subsidiaries of listed

entities have been examined w.r.t.:

(a)

Identification of material subsidiary

companies.

(b)

Disclosure requirement of material as

well as other subsidiaries

Yes

Yes

None

None

6.

Preservation of Documents:

The listed entity is preserving and maintaining

records as prescribed under SEBI Regulations

and disposal of records as per Policy of

Preservation of Documents and Archival

policy prescribed under SEBI LODR

Regulations, 2015.

Yes None

Deepak

Bansal

Digitally signed

by Deepak Bansal

Date: 2025.05.27

12:59:51 +05'30'

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DEEPAK BANSAL & ASSOCIATES

Company Secretaries

Flat No.1601, 16th Floor, Tower M, Arihant Arden, Plot No.GH-07A,

Sector 01, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh-201306

Ph.: 98991 67774; Email: csdeepakbansal@gmail.com

5

7. Performance Evaluation:

The listed entity has conducted performance

evaluation of the Board, Independent Directors

and the Committees at the start of every

financial year/during the financial year as

prescribed in SEBI Regulations.

Yes None

8. Related Party Transactions:

a. The listed entity has obtained prior approval

of Audit Committee for all related party

transactions; or

b. In case no prior approval obtained, the

listed entity shall provide detailed reasons

along with confirmation whether the

transactions were subsequently approved/

ratified/ rejected by the Audit Committee.

Yes

Not Applicable

None

No such eventuality

9. Disclosure of events or information:

The listed entity has provided all the required

disclosure(s) under Regulation 30 along with

Schedule III of SEBI LODR Regulations, 2015

within the time limits prescribed thereunder.

Yes None

10. Prohibition of Insider Trading:

The listed entity is in compliance with

Regulation 3(5) & 3(6) SEBI (Prohibition of

Insider Trading) Regulations, 2015.

Yes None

11. Actions taken by SEBI or Stock Exchange(s),

if any:

No action(s) has been taken against the listed

entity/ its promoters/ directors/ subsidiaries

either by SEBI or by Stock Exchanges

(including under the Standard Operating

Procedures issued by SEBI through various

circulars) under SEBI Regulations and

None

None

Deepak

Bansal

Digitally signed by Deepak Bansal

Date: 2025.05.27 13:00:08 +05'30'

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DEEPAK BANSAL & ASSOCIATES

Company Secretaries

Flat No.1601, 16th Floor, Tower M, Arihant Arden, Plot No.GH-07A,

Sector 01, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh-201306

Ph.: 98991 67774; Email: csdeepakbansal@gmail.com

6

circulars/ guidelines issued thereunder (or)

The actions taken against the listed entity/ its

promoters / directors/ subsidiaries either by

SEBI or by Stock Exchanges are specified in

the last column.

12. Resignation of Statutory Auditors from the

Listed entity or its material subsidiaries

In case of resignation of statutory auditor from

the listed entity or any of its material subsidiaries

during the financial year, the listed entity and /or

its material subsidiary(ies) has/have complied

with paragraph 6.1 and 6.2 of section V-D of

chapter V of the Master Circular on compliance

with the provisions of the LODR Regulations by

listed entities.

None

None

13. Additional non-compliances, if any:

No additional non-compliance observed for any

SEBI regulation/circular/guidance note etc.

except as reported above.

None

None

We further report that the

a) disclosure requirements of Employee Benefit Scheme Documents in terms of regulation 46(2)

(za) of the LODR Regulations are not applicable on the Company

b) the Company has applied to BSE on 03.05.2024 for listing of 6,50,000 equity shares allotted

on 20.10.2023, 30.10.2023 and 17.11.2023 upon conversion of warrants and the application is

still pending for approval.

Deepak

Bansal

Digitally signed by Deepak Bansal

Date: 2025.05.27 13:00:25 +05'30'

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DEEPAK BANSAL & ASSOCIATES

Company Secretaries

Flat No.1601, 16th Floor, Tower M, Arihant Arden, Plot No.GH-07A,

Sector 01, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh-201306

Ph.: 98991 67774; Email: csdeepakbansal@gmail.com

7

Assumptions & Limitation of scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and

information furnished, are the responsibilities of the management of the listed entity.

2. Our responsibility is to report based upon our examination of relevant documents and

information. This is neither an audit nor an expression of opinion.

3. We have not verified the correctness and appropriateness of financial Records and Books

of Accounts of the listed entity.

4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A

(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

and is neither an assurance as to the future viability of the listed entity nor of the efficacy

or effectiveness with which the management has conducted the affairs of the listed entity.

For Deepak Bansal & Associates

Company Secretaries

(Firm No. S2007UP759100)

P R No.900/2020

(Deepak Bansal)

Proprietor

FCS No.: 3736

C P No.: 7433

UDIN: F003736G000448334

Date: 27/05/2025

Place: Greater Noida

Deepak

Bansal

Digitally signed by Deepak Bansal

Date: 2025.05.27 13:00:45 +05'30'

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