Your Directors have pleasure in presenting the 41 st Annual Report on the operations and accounts of the Company forthe Financial Year ended 31 st March, 2024.

Financial summary or Highlights/Perfbrmance of the Company-

(f in lacs)

Company's State ofAffairs-

We are happy to share that your company achieved a revenue of ? 33261.20 lacs and Net Profit of ?1092.92 lacs. With continued focus on building stronger distribution, digital initiatives and entry into newer areas in rural markets Bambino Agro delivered a strong revenue growth that was 6% higherthanthe industrygrowth rate.

Company is well positioned, with a strong teams, technological interventions and robust processes to address the envisioned emerging changes in the high paced growth of Indian FMCG markets.

Dividend-

Your Directors are pleased to recommend a dividend of 16% forthe period ended 31 st March, 2024. The said dividend, if approved, will absorb a sum of ? 128.14 lacs and be paid to all eligible equity shareholders of the Company.

In view of the change made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the company shall be taxable in the hands ofthe shareholders. yourCompany Accordingly, will pay the Dividend after deducting the tax at source.

Reserves-

Your Company proposes to transfer? 54.65 lacsto General Reserve forthe financial year ended31st March, 2024. Share Capital-

The paid-up share capital ofthe Company as on 31 st March, 2024 is ? 800.88 lacs.

Number of Board Meetings-

During the year ended 31 st March, 2024, six (6) Board Meetings were held.

Dates ofthe Board meetings are: 29th May, 2023,10th June, 2023,11 th August, 2023,28th August 2023,10th November, 2023 and 14th February, 2024. The time gap between two consecutive meetings was within the period prescribed underthe Companies Act 2013 and SEBI (LODR) Regulations, 2015.

Directors' Responsibility Statement as required under Section 134 ofthe Companies Act, 2013-

Pursuant to the requirement under Section 134 of the Companies Act 2013, with respect to the Directors’ Responsibility Statement the Board of Directors ofthe Company hereby confirms that-

i) the applicable accounting standards have been followed in the preparation of Annual accounts (along with proper explanation relating to material departures)

ii) the Directors selected such accounting policies, applied them consistently, made reasonable and prudent judgments and estimates to give a true and fair view ofthe Company's state of affairs and P&L as on 31 st March, 2024;

iii) the Directors maintained accounting records in accordance with the provisions of this Act for safeguarding the assets ofthe Company, preventing /detecting fraud and other irregularities;

iv) the Directors prepared the Annual Accounts for the Financial Year ended 31st March, 2024 on a going concern basis;

v) the Directors laid down internal financial controls that are adequate & effective;

vi) the Directors devised systems to ensure compliance with the applicable laws and that said systems were adequate and effective.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149-

The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) ofthe Companies Ad, 2013, stating that they meet the criteria of independence as provided in sub-sedion (6).

Nomination and Remuneration Committee-

The Nomination and Remuneration Committee consists of Dr. S. Venkataraman as the Chairman, and Dr. Lalitha Ramakrishna Gowda and Mr.Vyasabhattu Ramchanderas members.

w.e.f. 27th September, 2024 Committee was Re-constituted with Dr. Anu Appaiah K A as the Chairman, and Dr. Venkata HymavathiThota and Mr.Vyasabhattu Ramchanderas member's.

Brief description of terms of reference- identifying persons who are qualified to become Directors or a member of Senior Management and recommend to the appointment and removal to the Board;

- evaluate directors' performance formulation of criteria for determining qualifications, positive attributes and independence of a director;

- recommended a policy forthat is related to the remuneration of Directors and Key Managerial Persons;

- Defining the criteria for evaluation of independentdirectors and the Board and

- devising a policyfordiversity.

Nomination and Remuneration policy-

1. To define criteria for identifying persons who are qualified to become Directors (Executive and NonExecutive) a member of Senior Management or Key Managerial Person.

2. To determine remuneration based on the Company's size and financial position and based on the trends and practices on remuneration prevailing in peer companies.

3. To evaluate Directors'for performances.

4. To reward Directors' / KMP / Senior Managementfortheirs achievements in the Company.

5. To retain, motivate and promote talent

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188-

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in 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 and the same is enclosed as Annexure -1 to this Report The policy on Related PartyTransactions is available on the Company's website at http://bambinoagro.com/bolicy/.

Annual Retum-

In confirmation to the notification dated 28th August 2020 issued by Ministry of Corporate Affairs the details of the Annual Return for the financial year 2023-2024 is provided on the website of the Company at www.bambinoagro.com/investors

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Ad; 2013 (Act) read with the Companies (Accounts) Rules, 2014-

Infomnation with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is enclosed as Annexure -2 to this Report

Risk Management Policy-

The Company laid down procedures for risk assessment and mitigation. They are periodically, reviewed and reported to the Audit Committee. This Policy details the Company's objectives and principles of managing Risk with an overview of the related procedures, roles and responsibilities.

Corporate Social Responsibility-

The outline of the Corporate Social Responsibility (CSR) initiatives undertaken by the Company are set out in Annexure-3 of this report It is in the format prescribed by the Companies (CSR) rules 2014. For more details please refer Corporate Governance report

The committee pursuant to the provisions of Section 135 of the Companies Act 2013 and the Rules made thereunder, and upon the recommendation, the Board has a CSR policy, which is available on the company website.

The Company has spent the prescribed amount of? 25.51 lacs towards of promoting healthcare, livelihood enhancing, educating women and contributing to 'PM-CARES' Fund etc. The details are provided in Annexure -3.

Board Evaluation-

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015), the Board evaluated its own performance. The manner those of Directors and the Committees.The evaluation is detailed in the Corporate Governance Report

Directors and Key Managerial Personnels-

The Board of Directors as on 31st March, 2024 consisted of Six (6) Directors: three (3) are Non-Executive, Independent Directors and three (3) Executive/Whole-time Directors (with Ms. Myadam Shirisha Raghuveer as the Managing Director).

None of the Directors of the Company are disqualified underthe provisions ofthe Companies Act 2013 (’Act) and under SEBI (LODR) Regulations 2015. All Independent Directors provided confirmations as contemplated under section 149(7) ofthe Act

Appointments/Reappointments/Cessation

Mr. V. Nagarajan resigned as Chief Financial Officer w.e.f. 29th May, 2024 and Mr. Revoori Jithender Reddy was appointed as the Chief Financial Officer w.e.f. 14th August 2024.

Ms. Ruchita Vij resigned as Company Secretary and Compliance Officer w.e.f. 12th July, 2024 and Mrs. Sweety Rai (Membership No. 31513), was appointed as Company Secretary and Compliance Officerw.e.f. 14th August 2024.

Deposits-

The Company did not accept any deposits from the public in terms of Section 73 ofthe Companies Act 2013. Loans, Guarantees and Investments-

During the year, the Company has not given any loans, guarantees or made any investments covered underthe provisions of section 186 ofthe Companies Act 2013.

The details of investments made by Company are given in the notes to the financial statements.

Transfer of unpaid and unclaimed amount to IEPF-

The dividends that remained unclaimed fora period of seven years, were have been transferred within their due dates by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government Section 124 of the Companies Ad, 2013 read with the Investor Education and Protedion Fund Authority (Accounting, Audit Transfer and Refund) Rules, 2016 ('the Rules') mandates that companies shall, apart from transfer of dividend that has remained unclaimed for a period of seven years from the unclaimed dividend account to the Investor Education and Protedion Fund (IEPF), also transferthe corresponding shares.

Accordingly, the dividends their corresponding shares were transferred to IEPF account The details are provided in the notice of AGM.

Auditors-

StatutoryAuditors-

Atthe 39th AGM held on 29th December, 2022 the members approved the appointment of M/s. PRV Associates, Chartered Accountants (FRN: 006447S) as Statutory Auditors for a period of five (5) years from the conclusion of that Annual General Meeting to the conclusion of the 44th Annual General Meeting.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Ad, 2017, notified on 7th May, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement Accordingly, the Notice convening the ensuing Annual General Meeting does not carry any resolution on ratification of appointment of Statutory Auditors.

Secretarial Auditors-

Pursuant to the provisions of Section 204 of the Companies Ad, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. C. Gorak & Co. Pradicing Company Secretary (CP No. 11346) to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as 'Annexure 4/

Internal Auditors-

Pursuantto the provisions of Sedion 204 of the Companies Ad, 2013 read with respective rules, M/s. Krishna Reddy Palugulla & Co, Chartered Accountants, Hyderabad, was appointed as Internal Auditors of the Company forthe Financial Year 2024-2025.

Audit Reports-

• The Auditor's Report to the members of the Company forthe Financial Year ended 31 st March, 2024 does not contain any qualificationfe). The report of the Statutory Auditors forms part of this report During the year under review, the Statutory Auditors did not report any matter under Sedion 143(12) of the Act; therefore, no detail is required to be disclosed under Sedion 134(3) (ca) of the Act

• The Secretarial Audit Report does not contain any qualification, reservation or adverse remark of disclaimer. CostAudit-

The Company is not required to maintain any cost records pursuant to Sedion 148 of the Companies Act 2013. Audit Commrttee-

The details pertaining to the role, objedive and composition of the Audit Committee are included in the Corporate Governance Report which is part ofthe Annual Reportfortheyear.

There is no instance where the Board didn't accept the recommendation of the Audit Committee's recommendation.

Management Discussion and Analysis & Corporate Govemance-

A separate report on Corporate Governance and Management Discussion & Analysis is annexed’ so is the compliance certificate.

Policies-

The SEBI (LODR) Regulations, 2015, mandated the formulation of certain policies for all listed companies, said policies are available on the company’s website.

Vigil Mechanism-

The Board of Directors adopted the "whistleblower policy", which aims to conduct affairs in a fair and transparent manner by adhering highest standards of professionalism, ethics and dedication. All employees are covered under this policy.

Statement of Particulars of Appointment and Remuneration of Managerial Personnel-

The Statement of Particulars of Appointment and Remuneration of Managerial Personnel as Per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-5. There are no employees employed for the entire partial of the financial year are receiving remuneration exceeding ? 8.5 lacs per month or ? 102 lacs per annum as stipulated under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In terms of Section 136 of the Companies Act 2013, the Directors Report is being sent excluding the information on employees' particulars mentioned in Section 197(12) of the Companies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the aforesaid particulars shall be made available to any shareholder who requests the same in writing, before the Annual General Meeting. Such particulars shall be made available by the Company within three days from the date of receipt of such request

Internal Control Systems and their adequacy-

The Company has adequate internal control systems that are commensurate with its size and working. The Company has undertaken a comprehensive review of its current and future needs. Therefore it is in the process of implementing a new business management software. The company has invested in an Enterprise Resource Planning (ERP) that is economical and perfectly tailored. Its further streamlines and improves are operations and efficiency.

Indian Accounting Standards (IND AS)-

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015. The financials forthe financial year 2023-24 are presented as perthe Ind As format

Change in the nature of business-

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

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future-

No significant and material orders were passed by the regulators or courts ortribunals that would have impacted the going concern status and compan/s operations in the future.

The Board here by informs you that a petition has been filed by Kartekeya Myadam & Mrs. Anita Myadam, two substantial equity shareholders of the Company, before the Honorable National Company Law Tribunal, Hyderabad Bench on 15th March, 2021 numbered as CP No. 20 of 2021 under sections 241,242 & 245 of the Companies Act2013 against the Company. The matter is taken upfor hearing and issubjudice.

Further, Mrs. Anita Myadam filed IA(CA) 33/2022 in CPNo. 20 of 2021 on 1st April, 2022 to withdraw her main petition. Later on she filed a fresh CA No. 53/2022 with NCLT, Hyderabad which was dismissed on 27th September, 2022. Subsequently, she preferred an appeal before NCLAT Chennai but the same was withdrawn by heron 14th February, 2023.

Now C.P No. 20 of2021 is solely contested by M. Kartekeya. The last hearing was on 8th November, 2024 and the next hearing is on 29th November, 2024.

Material Changes and Commitments-

There are no material Changes and Commitments in the company's operations during the financial year 31st March, 2024 to 25th November, 2024.

Policy on prevention of Sexual Harassment-

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CEO's Declaration-

Pursuant to the provisions of SEBI (LODR) Regulations, 2015 a declaration by the Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed as Annexure 6.

Listing with Stock Exchanges-

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to BSE Limited where the Compan/s Shares are listed.

Secretarial Standards-

The Company has systems to ensure compliance with the provisions of applicable secretarial standards issued by the Institute of Company Secretaries of India and said systems are adequate.

Acknowledgement-

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your directors also wish to place on record their appreciation towards all employees for their commitment and hard work

For and on behalf of the Board of Directors of Bambino Agro Industries Limited

Myadam Shirisha Raghuveer

Place: Secunderabad, Telangana Chairperson and Managing Director

Date: 25th November, 2024 DIN: 07906214