Your Your Directors are pleased to present the 42nd Annual Report and the Audited Financial Statements of your
Company forthe Financial Year ended 31 st March, 2025.

(? in lacs)

The Compan/sfinancial performance forthe year ended 31 st March, 2025 is summarized below.

We are happy to share that your company achieved revenue of ? 36,828.18 lacs and Net Profit of ? 921.45 lacs.
With continued focus on building stronger distribution, digital initiatives and entry into new areas, Bambino Agro
delivered a strong revenue growth. Your company's growth is higher than the industry's average growth.
Company is well positioned, with a strong team, technological interventions and robust processes to address the
envisioned emerging changes in the ever-growing Indian FMCG markets.

Business Review

Your Company has not changed nature of its business during the period under review and continues to report
results under single division.

Credit Ratina

Quality Assurance:

In the current year, your Company has remained focused on delivering strong value to consumers and customers
by strengthening its quality assurance practices from wheat procurement to the final product The Quality
department has played a key role in building a strong quality culture across the organization. With a focus on
operational efficiency, consistency and customer satisfaction, with advanced testing methods and facilities and
promoted a work culture driven by speed, accuracy and transparency. Efforts are also underway to digitalize key
quality activities.

The Company continues to maintain a wide range of globally recognized certifications, including ISO
22000:2018 (Food Safety Management System), Certificate no. 79523/A/0001 /UK/En.

Transfer to Reserves

Your Company proposes to retain ? 46.07 (in Lacs) in the Statement of Profit and Loss and not transfer it to the
General Reserve.

Dividend

The Board of Directors of the Company at their meeting held on 21st May, 2025 recommended a dividend of
?1.60/- per equity share (16% of face value of Re. 10/-). The said dividend, if approved, will absorb a sum of
? 1,28,14,000/-and paid to the eligible equity shareholders.

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 of the shareholders. Accordingly, your Company will pay
Dividend after deducting the tax at source.

Transfer of Un-Claimed Dividends and Shares

Pursuant to Section 124(5) of the Companies Act 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit Transfer and Refund) Rules, 2016 as amended from time to time the unclaimed/
unpaid dividend amount of Rs. 10,12,178 /- (Rupees Ten Lacs Twelve Thousand One Hundred and Seventy Eight
Only) for the FY 2016-17 was transferred to the Investor Education and Protection Fund in the month of May,
2025.

In compliance with the provisions of Section 124 of the Companies Act 2013, the Company has transferred
41,685(forty-one thousand six-hundred andeighty-five) equity shares belonging to, 315,Members to Investor
Education and Protection fund Authority (IEPF) Vide Corporate Action to Demat account of IEPF Authority dated
16th May, 2025, of those members who have not claimed the dividends for a continuous period of 7 years.

Pursuant to Section 124(5) of the Companies Act 2013 [Section 205C (2) of the Companies Act 19561 read with
the Investor Education and Protection Fund (awareness and protection of Investors) Rules, 2001 as amended
from time to time the unclaimed/unpaid dividend and the shares thereof pertaining for the financial year 2017¬
18 shall be transferred to the Investor Education and Protection Fund during the financial year 2025-26.

The information in respect of unclaimed/unpaid dividend & shares thereto and the last date for claiming the
dividend are given below.

The voting rights on these shares shall remain frozen till the rightful owners claim them. The Company sends
reminders to saidMembers before transferring theirshares to IEPF as perthe applicable provisions.

The Members whose shares are transferred to IEPF shall claim the dividends and shares from IEPF by submitting an
online application in the prescribed e-Form no. IEPF-5 available on the website www.iepf.gov.in.

Mrs. Sweety Rai is the Nodal Officer appointed by the Company underthe provisions of IEPF.

Share Capital-

The paid-up share capital of the Company as on 31 st March, 2025 is ? 800.88 lacs.

Buy Back of shares

The Company has not bought back any of its shares during the Financial Year ended 31 st March, 2025.

Material changes and commitments affecting financial position between the end of the financial year
and date of report

There are no material changes and commitments affecting financial position of the company, which occurred
afterthe end ofthe financial year i.e. 31 st March, 2025.

Deposits

During the FY 2024-25, your Company has neither accepted nor has any outstanding deposits received from the
public within the meaning of Section 2(31) and Chapter V ofthe Companies Act 2013, read with Rule 2(1) (c) of
the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits
outstanding as on 31 st March, 2025.

Particulars of Loans, Guarantees and Investments

• Loans: During the financial year 2024-25, your Company has not given any loans to any persons or body
corporates as covered underSection 186 ofthe Companies Act 2013 and Schedule V ofthe SEBI (LODR)
Regulation, 2015.

• Guarantees: The details of Guarantees given by Company are given in the notes to the financial
statements.

• Investments: The details of investments made by Company are in "Notes to Accounts".

Particulars of Contracts or Arrangements made with Related Parties

Your Company has a policy on "Materiality of Related Party Transaction and dealing with related party
transactions" to ensure proper approval and reporting of transactions between the Company and its Related

Parties. The Policy is available on the Company's website. As perSection 188 of the Companies Act, 2013 and
rules made thereunder, as amended from time to time and as per the Policy on Materiality of Related Party
Transaction and on dealing with related party transactions, the particulars of contracts/ arrangements during
the financial year ended 31 st March, 2025 in prescribed Form AOC-2 is annexed asAnnexure-1. Further, there
are no materially significant related party transactions entered by the Company during the year under review
with Promoters, Directors Key Managerial Personnel and their relatives, which may have potential conflict with
interest of the shareholders and the company.

The company has complied with the regulation 23 and other applicable regulations of the Listing Regulations
with respect to the related party transactions. The related party transactions were approved/ratified as the case
may be, by the Audit Committee of the Board and also placed before the Board as required under the listing
regulations and the Companies Act 2013. All related party transactions entered during the year were in
accordance to the Policy on Materiality of Related Party Transaction (RPT) and on dealing with related party
transactions, in the ordinary course of business and at arm's length basis and there were no material related
party transactions entered during the year. Details of the related party transactions entered during the year are
made part of the financial statements forming part of this Annual Report as per the applicable accounting
standards under Notes to Accounts of the Audited Financial Report

Auditors' & Auditor's Report -
Statutory Auditors-

As per Section 139 of the Companies Act 2013 ('the Act), read with the Companies (Audit and Auditors) Rules,
2014, the Members approved the appointment of M/s. PRV Associates, Chartered Accountants (FRN: 006447S),
as Statutory Auditors offer a term of 5 years in the 39th Annual General Meeting held in the 2022. The term of
said appointment will be from the conclusion of 39th Annual General Meeting to the conclusion of the44th
Annual General Meeting.

Secretarial Auditors and Secretarial Standards

The Secretarial Audit was carried out by M/s. C Gorak & Co. Practicing Company Secretary (CP No. 11346) for
the financial year 2024-25. The report issued by the secretarial auditor dated 28th August 2025 (UDIN:
F009628G001097429) is annexed as Annexure-4 and forms integral part of the Board's Report There has not
been any disqualification, reservation or adverse remark in their Report

In terms of Regulation 24(A) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 as
amended from time to time, the Company has obtained the Secretarial Compliance certificate from M/s. C.
Gorak & Co. Practicing Company Secretary and the same was also intimated to the Stock Exchanges where the
shares of the Company are listed.

Further, your Directors in their meeting held on 28th August 2025, appointed M/s. C. Gorak & Co. Practicing
Company Secretary as Secretarial Auditor of the Company for a period of five (5) one term, commencing from
the conclusion of this AGM.

Accordingly, a resolution has been proposed by the Board in this notice.

Reconciliation of Share Capital Audit

Pursuant to Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants)
Regulations, 2018, quarterly audit of the Company's share capital is being carried out by a Practicing Company
Secretary to reconcile the total share capital admitted with NSDLand CDSLand held in physical form, with the
issued and listed capital of the Company. The Practicing Company Secretary's Certificate in regard to the same is
submitted to Stock Exchanges and is also placed before the Board of Directors.

Internal Audit & Control Systems

Internal audit and control systems play a crucial role in ensuring the efficient and effective operation of

organizations across various sectors. Internal audit refers to the independent and objective examination of an
organization's activities, processes and controls to assess their adequacy, reliability and compliance with
relevant laws, regulations and internal policies. The primary objective of internal audit is to provide assurance to
managementand stakeholders that risks are identified and mitigated appropriately.

Internal audit encompasses a wide range of activities, including evaluating the effectiveness of internal controls,
identifying areas of improvement assessing operational efficiency, detecting fraud and irregularities and
ensuring compliance with legal and regulatory requirements. By conducting regular audits, internal auditors
help organization identify potential weaknesses in their systems and processes, allowing management to take
proactive measures to address them.

Control systems, on the other hand, refer to the policies, procedures and practices put in place by management
to safeguard assets, ensure accurate financial reporting and promote operational efficiency. These control
systems aim to mitigate risks and provide reasonable assurance that the organization's objectives are achieved.

The internal audit function is responsible for evaluating the design and effectiveness of these control systems.
Internal auditors assess whether the controls are properly designed to mitigate risks and whether they are
operating effectively in practice. They conduct tests and reviews to identify control gaps, weaknesses, or
deviations from established policies and procedures. Based on their findings, they provide recommendations to
management for enhancing controls and improving processes, thus helping the organization operate in a more
efficient and risk-aware manner.

Your Company has an Audit Committee consisting of Three Non-Executive Independent Directors. All members
of audit committee are financially literate and the Committee is chaired by the Non-Executive Independent
Director. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the
internal audit findings and corrective actions taken. The Audit Committee of the Board of Directors reviews the
adequacy and effectiveness of internal control system and suggests improvements if any for strengthening
them Your Company has a robust Management Information System which is an integral part of the control
mechanism.

Your Company has a well-built structure for the Internal Audit The Company has appointed external firms of
Chartered Accountants as internal auditors to conduct internal audit and to review internal controls and
operating systems and procedures as perthe scope of the audit The Board of Directors on recommendation of
the Audit Committee appoints/ re-appoints the Internal Auditors every year in compliance with Section 138 of
the Act read with the Companies (Accounts) Rules, 2014.

Internal auditors carry out the audit as perthe Scope of Internal Audit approved by the Audit Committee at the
beginning of each financial year keeping in view of the audit observations ofthe previous year.

Depending on the size ofthe units to be audited the internal audit is conducted at monthly, quarterly and half
yearly intervals whereas the Registered Office operations are subjected to internal audit

The Internal Audit Reports ofthe company were reviewed by the Audit Committee on monthly, quarterly and
half yearly basis The Internal Auditors send the quarterly audit observations to the Company and the same were
presented quarterly by the lead internal auditor ofthe Company to the Audit Committee. The name of Internal
Auditor appointed by the Board on the recommendation ofthe Audit Committee ofthe Board for the FY 2025¬
26 is provided in the corporate information section in the Annual Report

Declaration as per Section 134(3) (ca) ofthe Companies Act 2013

During the year, the auditors have not reported any instances of frauds committed by or against the Company by
its Directors/ Officers/ Employees to the Audit Committee or Board under section 143(12) ofthe Companies
Act 2013 and rules made thereof. Therefore no detail is required to be disclosed under Section 134 (3) (ca) of
the Act

Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1 st April, 2017 pursuant to
Ministry of Corporate Affairs' notification of the Companies (Indian Accounting Standards) Rules, 2015. The
financial statements of the Company, forming part of the Annual Report, have been prepared and presented in
accordance with all the material aspects of the Indian Accounting Standards find AS') as notified under section
133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by
Ministry of Corporate Affairs ('MCA')) and Regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 as amended and relevant amendment rules issued thereafter and guidelines
issued by the Securities Exchange Board of India ("SEBI"). There was no revision of Financial Statements and
Board Reports during the year under review.

Board Diversity

The composition of the Board is in compliance with the prescribed structure for listed companies and with the
Company’s Board Diversity Policy.The Policy is available on the website: www.bambinoagro.corrolnvestonpolicy.

During the year2024-25 the Board comprised of six eminent personalities with expertise from various fields.The
Board is comprised of two male Non-executive Independent directors, one female Non-executive Independent
director, two male Executive Director and a female Chairperson & Managing Director.

A Board with diversified experience is an essential factor for the company's overall growth which exclusively
Includes viz Enhanced decision-making, improved corporate governance, increased creativity and Innovation,
Enhanced problem-solving, Better understanding of customers and markets, Improved reputation and
stakeholdertrust, Mitigation of biases etc.

Keeping in view of the above the nomination of Directors in the Board is recommended by the Nomination and
Remuneration Committee of the Board based on the following guiding principles:

- The company aims for a balanced Board composition, ensuring diversity in gender, ethnicity, physical ability,
education and expertise.

- Gender diversity is encouraged, with at least one woman independent director required by the Companies
Act 2013.

- Ethnic diversity is promoted to enhance business understanding and decision-making.

- No discrimination is made against individuals with physical disabilities if they can perform their duties
effectively.

- Directors should have varied educational backgrounds in finance, engineering, legal and management
fields.

- The Board values expertise in sales and marketing, particularly in consumer goods, branding and market
growth strategies.

- Information technology expertise is essential, focusing on technological trends, innovation and digital
governance.

- Directors with international business experience are preferred to guide companies with global operations.

- The Board collectively brings experience across industries, education, policy and investment for better
governance.

- Overall, the company ensures an inclusive and competent Board to drive its strategic objectives effectively.

Declaration from Directors

Your Company has received necessary declaration from all Directors stating that they are not debarred or
disqualified from being appointed or continuing as Directors of companies as per the Securities and Exchange

Board of India, Reserve Bank of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Your Company also received necessary declaration from each independent director stating that they met the
criteria prescribed for independence under Section 149 of the Companies Act, 2013 and Regulation 25 ofSEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Board has confirmed its veracity and
taken the same on record.

Confirmation and Opinion of the Board on Independent Directors.

All the Independent Directors of the Company have given their respective declaration / disclosures under
Section 149(7) of the Companies Act 2013 ("the Act") and Regulation 25(8) of the Listing Regulations and have
confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation
16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgment and without any external influence. Further, the Board after taking
these declarations / disclosures on record and acknowledging the veracity of the same concluded that the
Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as
Independent Directors ofthe Company and are Independent of the Management

Board Evaluation

As per the provisions ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time the Nomination and Remuneration Committee laid down
criteria for performance evaluation of individual director, the board and its committee(s).

Accordingly, an annual evaluation was carried out for the Board's performance, its Committees and individual
director. The Board performance evaluation is carried out through a structured questionnaire which provides a
clear and valuable feedback for Board effectiveness and highlighting areas for further development
The following are some ofthe broad issues that are considered in performance evaluation questionnaire

? Evaluating the board member's understanding ofthe organization's mission, vision and strategic goals, as
well as their ability to provide strategic guidance and direction.

<• Ability to act on a fully informed basis, in good faith, with due diligence and in the best interest ofthe
company and the stakeholders.

Optimum combination of knowledge, skill, experience and diversity on the Board as well as its
Committees.

? Relationships and effective communication among the Board members.

Effectiveness of individual non-executive and executive directors and Committees of Board.

? Quality ofthe discussions, general information provided on the company and its performance, papers
and Presentations to the Board.

? Risk management as well as processes for identifying and reviewing risks.

? Well- defined mandate and terms of reference of Committee.

? Attendance at Board as well as Committee Meetings

? Procurement of Information, preparation for Board Meetings and value of contribution at meetings

*:• Relationships with fellow Board members, the company secretary and senior management and mutual
trust and respect they stimulated within the Board.

? Keeping update with the latest developments in the areas of governance and financial reporting

? Willingness to devote time and effortto understand the company and its business

•> Providing necessary guidance using their knowledge and experience in development of corporate
strategy, major plans of action, risk policy and setting performance objectives.

*:• Independence exercised in taking decisions, listening to views of others and maintaining their views with
resolute attitude

? Ability in assisting the Company in implementing the best corporate governance practices.

? Capability in exercising independent judgmentto tasks where there is potential conflict of interest

? Commitment in fulfilling the director's obligations fiduciary responsibilities.

? Providing an overall assessment of the board member's contribution to the effectiveness of the board in
fulfilling its governance responsibilities and advancing the organization's mission and objectives.

The Board of Directors received all evaluations from each Directorinduding Board as a whole and its committee
based on the above criteria discussed various points and all points are satisfactory. Hence, no further action is
required. There were no actions pending from the previous year observations.

In orderto improve the efficiency, ensure confidentiality and streamlining the evaluation process, the Company
with approval of the Nomination and Remuneration Committee, has implemented a Board Evaluation Solution
for carrying outthe Board Evaluation as on 31 st March, 2025.

Appointment/Re-Appointment of Directors

During the year under review, the approval of members through special resolution was taken on 26th
December, 2024, for the appointment of Mrs. T. V. Hymavathi (DIN: 10783209) Non- Executive Independent
Woman and Mr. Anu Appaiah K A (DIN: 09064176) as Non- Executive Independent Director of the Company
for first term with effect from 27th September, 2024, to 26th September, 2029; and for the re-appointment of
Mr. Ramchander Vyasabhattu (DIN: 03400005) as Non- Executive Independent Director of the Company for
final term with effect 13th February, 2025 to 12th February, 2030.

The Board in the meeting held on 30th June, 2025, has approved that appointment of Mrs. Namratha Vippala
(DIN : 07775207) as an Additional Director w.e.f. 30th June, 2025, as recommended by the Nomination and
Remuneration Committee ofthe Board.

The Board in the said meeting has also approved the appointment of Mrs. Namratha Vippala (DIN: 07775207)
as Additional DirectoKExecutive) w.e.f. 30th June, 2025, to hold office for a tenure of 5 consecutive years
reckoned from the date of appointment, subject to the approval of shareholders.

Retirements and Resignations

During the year Mr. Prabhnoor Singh Grewal, whole time director ofthe company has stepped down from the
Board dated 31 st March, 2025.

During the year Dr. Lalitha Ramakrishna Gowda and Dr. Venkataraman Subramaniam retired as an Independent
director due to completion of Second & Final term of appointment w.e.f 29th September, 2024.

In terms ofthe provisions of Section 152 ofthe Companies Act 2013 and rules made thereunder Mr. Srinivasa
Rao Kothapalli, Executive Director, is retiring by rotation from the conclusion of forthcoming AGM and being
eligible, offered himself for re-appointment as a Director. The notice for the AGM provides for consideration of
re-appointment of Mr. Srinivasa Rao Kothapalli.

Meeting of Independent Directors

Separate meetings of the Independent Directors was held on 13th February, 2025, inter-alia, to discuss
evaluation of the performance of Non- Independent Directors, the Board as a whole, evaluation of the
performance of the Chairperson, taking into account the views of the Executive and Non-Executive Directors
and the evaluation ofthe quality, content and timeliness of flow of information between the management and

the Board that is necessary for the Board to effectively and reasonably perform its duties. The Independent
Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

Registration of Independent Directors in Independent Directors Databank:

All the Independent Directors of your Company have been registered and are members of Independent
Directors Databank maintained by the Indian Institute ofCorporate Affairs (IICA).

Familiarization programmes imparted to Independent Directors

Every new independent director of the Board attends an orientation program. To familiarize the new inductees
with the strategy, operations and functions of your Company, the Executive Directors/Senior Managerial
Personnel make brief to the inductees about the Company's strategy, operations, product and service offerings,
markets, organization structure, quality and risk management etc

Code of Conduct

Board of Directors adopts and oversees the administration of the Company's Code of Business Conduct and
Ethics (the ’Code of Conduct’), which applies to all Directors, officers and employees ofthe company. The Code of
Conduct reflects the Company's commitment to do business with integrity and in full compliance with the law
and provides a general roadmap for all the Directors, officers and employees to follow as they perform their day-
to-day responsibilities with the highest ethical standards. The Directors and the senior management personnel
have submitted annual declarations regarding adherence to the code of conduct

The code of conduct also ensures that all members of company perform their duties in compliance with
applicable laws and in a manner that is respectful of each other and the company's relationships with its
customers, suppliers and shareholders, as well as the communities and regulatory bodies where the company
does business.

Key Managerial Personnel

During the year under review, the Company is having the following persons as Key Managerial Personnel.

*Mr. Prabhnoor Singh Grewal has resigned from the services w.e.f. 31st March, 2025.

Remuneration of Directors, Key Managerial Personnel and Senior Management

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance
with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and
Regulation 19 ofthe Listing Regulations.

The information required under Section 197 ofthe Act read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of Directors/ employees ofthe Company is set out in the
Annexure 2 [A&Bl to this report

Committees ofthe Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the
delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined
scope:

*:• Audit Committee

? Nomination and Remuneration Committee

? Stakeholders' Relationship Committee

? Corporate Social Responsibility Committee

During the Year under review, the Audit Committee, Nomination and Remuneration Committee, Stakeholders'
Relationship Committee and Corporate Social Responsibility Committee ofthe Board were reconstituted w.e.f.
27th September, 2024.

A detailed note on the Board and its committees is provided underthe Corporate Governance Report section in
this Annual Report The composition ofthe committees and compliances, as perthe applicable provisions of the
Act and Rules, are as follows:

*C: Chairperson, M: Member
CEO & CFO Certification

As per the terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation,
2015, the Chief Executive Officer and Chief Financial Officer submitted Annual Compliance Certificate on
financial reporting and internal controls' to the Board. As perthe terms of Regulation 33(2) (a) ofthe SEBI (Listing
Obligation & Disclosure Requirements) Regulation, 2015, they also submitted the 'Quarterly Compliance
Certificate on financial results'during the meetings for approval offinancial results,A These certificates are a part
of this Annual Report

Compliance Management

The Company has built and adopted a compliance management tool as a part of the ERP. The application
provides a facility to update statutory compliances from time to time by attaching the evidence of compliance.
The tool also provides system-driven alerts to the respective personnel ofthe company for complying with the
applicable laws and regulations as per the due dates for compliance. The Chief Executive Officer, Chief Financial
Officer of the Company present a certificate certifying the compliance of all the applicable laws, rules and

regulations to the Board of Directors of the company in the Board Meetings held for reviewing of the quarterly
financial statements.

Prevention of InsiderTrading Code

As per SEBI (Prohibition of InsiderTrading) Regulation, 2015 as amended from time to time, the Company has
adopted a Code of Conduct to Regulate, Monitoring & Reporting ofTrading by Insiders.

The company has adopted a code of conduct for prohibition of insider trading to regulate, monitor and report
trading by insider under SEBI (Prohibition of InsiderTrading) Regulations, 2015. This policy also includes practices
and procedure for fair disclosures of unpublished price sensitive information, initial and continual disclosures.
The policy is available on website ofthe Company (www.bambinoagro.com).

Investor Grievance Redressal and Shareholder Services:

Investor complaints received via email, telephone, or in physical form are addressed and resolved promptly,
reflecting the company's ongoing commitment to fairness, transparency and building investor trust Grievances
ofthe security holders—including those related to transfer or transmission of shares, non-receipt ofthe annual
report non-receipt of declared dividends, issuance of new or duplicate share certificates, matters concerning
general meetings and other related issue— are handled without delay.

The Company also ensures through the assistance from its Registrar and Share Transfer Agent (KFin
Technologies Limited) that requests for issuance of duplicate share certificates are processed efficiently and in
strict compliance with applicable regulatory guidelines. Additionally, it facilitates requests for change in
beneficial ownership through a streamlined and transparent process, ensuring smooth and timely execution.

The details of complaints and service requests received and resolved during the Financial Year 2024-25 are
provided in the Corporate Governance Report

Promotion of Dematerialization:

Shareholders are encouraged to convert their physical shareholdings into dematerialized (demat) form. Your
Directors also recommend this transition for enhanced security, ease of transfer, faster settlement and to
eliminate the risks associated with loss, theft or damage of physical share certificates. The demat system allows
such changes to be electronically recorded with accuracy and efficiency.

Risk Management

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 ofthe related procedures, roles and responsibilities.

Compliance of Reclassification of Promoters group:

For the financial year ended on 31st March, 2025, none of the promoter or promoter group has reclassified
themselves as Public Shareholders. Hence the same is not applicable.

Insurance

Ail properties and insurable interests of the Company have been fully insured. Your Company also insured all its
employees and contract labor working across the Company.

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of
certain policies for all listed companies. Company has also adopted several polices in line with Companies Act,
2013 and Acts applicable to the Company. All the corporate policies are available on the Company website
(www. bambioagro.com/ Investors/ policy). The policies are reviewed periodically by the Board and updated
based on need and new compliance requirement

In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as
follows:

Policy on Sexual Harassment

Prevention of sexual harassment at the workplace is a critical issue that requires robust mechanisms and
proactive measures. The Vishakha Guidelines, established by the Supreme Court of India in 1997, laid the
foundation for addressing sexual harassment at the workplace. These guidelines were further reinforced by the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013(i.e. POSH Act).
Your company is committed to providing a safe and conducive work environment to all its employees and
associates. In compliance with POSH Act and rules made thereunder, The Company has put in place a Policy on
Prevention of Sexual Harassment (POSH) of Women at the Workplace, serving as guiding policies dedicated to
preventing and redressing incidents of harassment ensuring complete anonymity, confidentiality and fairness in
the investigation process.

There are no instances of Harassment reported during the year 2024-25 under Sexual Harassment of Women
atthe Workplace (Prevention, Prohibition and Redressal) Act 2013.

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.

Maternity Benefits

None of the Company's employees had sought for maternity leave during the financial year ended 31 st March,
2025. The Board of Directors hereby declares and confirms that the Company adheres to the standard
guidelines and policies in pursuance with the Maternity Benefit

Gender Wise Employee Data

Vigil Mechanism policy

In compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the company has
established a Vigil Mechanism had adopted the Whistle Blower Policy. A mechanism has been established for
employees to report concerns about unethical behavior, actual or suspected fraud, or violation of code of
conduct and ethics. It also provides for adequate safeguards against the victimization of employees who avail of
the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases. The
functioning of whistle blower mechanism is periodically reviewed by the Audit Committee. No complaints have
been received during the Financial Year ended 31 st March, 2025. No personnel have been denied access to the
Audit Committee during the Financial Year 2024-25.

The details of said vigil mechanism are given in Corporate Governance Report which forms part of this Annual
Report A copy of the Whistle Blower Policy is available in the company's website i.e. www.bambinoagro.com

Policy on Director's Appointment and Remuneration

As per the policy of the company, the Board of Directors shall have an optimal combination of Executive and
Non-Executive Directors, with at least one Woman Director. The composition of the Board complies with the
Articles of Association, the Companies Act 2013, along with its applicable rules and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended from time to time to maintain the diversity and
independence ofthe Board.

As on 31 st March, 2025, the Board comprised of 6 Directors, including 1 Chairperson and Managing Director, 2
Executive Director, 1 Non-Executive Independent Woman Directorand 2 Non-Executive Independent Directors.

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

Details under Insolvency and Bankruptcy Code, 2016

No application is made, or any proceeding is pending against the Company under Insolvency and Bankruptcy
Code, 2016 during or as at the end ofthe year under review.

Details of One Time Settlement and Valuation of Assets

The Company did not avail any One Time Settlement (OTS) from banks or Financial Institutions and hence giving
disclosures on valuation of assets/securities at the time of borrowing and at the time of OTS is not applicable.

Financial Year

There has been no change in the financial year during the year under report
Significant Material Orders Passed by the Regulators

There were no significant material orders passed by any Regulators/Courts that would impact the going
concern status ofthe Company and its future operations.

Company had made the necessary disclosure to the stock exchanges pursuant to Regulation 30 and of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedules and SEBI Circular on
Continuous Disclosure Requirements with in the stipulated time as and when any order/notice from
statutory/regulatory or judicial authorities are received There is no material impact on financial, operations or
other activities ofthe Company.

The promoter group i.e. Mr. Kartekeya Myadam has filed a company petition with the Hon'ble NCLT, Hyderabad
vide Ref. No. C.P. No. 20/2021. Currently the proceedings are at trial stage and next hearing is scheduled on 30th
September, 2025.

Your Company has complied with to the best of its knowledge and beliefs, all the Acts, Rules, Regulations and
Guidelines issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of
Corporate Affairs and other statutory authorities.

Energy Conservation, Technology Absorption & Foreign Exchange Earnings & Outgo

The particulars as prescribed underSub-section (3)(m) of Section 134 ofthe Companies Act 2013, read with the
Companies (Accounts) Rules, 2014 are provided in the Annexure-2 to the Board Report

Corporate Social Responsibility (CSR)

Your Company has made Corporate Social Responsibility (CSR) an integral part of its ethos and culture, Your
company has constituted a Corporate Social Responsibility Committee ("CSR Committee") in accordance with
Section 135 ofthe Companies Act 2013. A Standard Operating Procedure covering the system of reporting and
monitoring for CSR activities has been put in place to ensure effective implementation of planned CSR initiatives.
The CSR activities / projects as per the provisions ofthe Companies Act 2013 and rules made thereof, is
undertaken directly by the company. During the Financial Year 2024-25 the CSR Committee of the Board
evaluated various options to implement the CSR activities and decided to implement the CSR projects for the
year through the following implementing Agency. Annual Report on CSR Activities - Annexure-3.

Corporate Governance

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing
an organization’s brand and reputation. This is ensured by taking ethical business decisions and conducting
business with a firm commitment to values, while meeting stakeholders' expectations. It is imperative that your
company's affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust ofthe
stakeholders. Corporate Governance, is a set of standards, rules, policies and procedures. The policy of your
company on directors' appointment and remuneration, including criteria for determining qualifications, positive
attributes, independence of a director and other matters as provided under Section 178(3) ofthe Companies
Act 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 was adopted by the
Board. In line with the provision under Para C of Schedule V ofthe Corporate Governance Report the Directors
submit annual declaration about their skill sets/expertise/ competencies. It is affirmed that the remuneration
paid to the Director^) is as per the terms laid out in the nomination and remuneration policy ofthe company.

Management Discussion and Analysis

In terms ofthe provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended
from time to time, the Management's Discussion and Analysis is provided in a separate section and forms an
integral partofthis Report

Annual Return

The Annual Return as on 31st March, 2025 as required under Section 92(3) and Section 134(3)(a) ofthe
Companies Act 2013, will be hosted on the company's website (https:// www.bambinoagro.com)

Business Responsibility and Sustainability Report (BRSR)-

During the year BRSR is not applicable to your company.

Listing & Custodian Fees

The company's equity shares are listed on the BSE Stock Exchange:

BSE Limited, Phiroze JeejeebhoyTowers, Dalai Street, Mumbai-400 001, Maharashtra, India; and.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2024-25. The
annual custodian fees have also been paid to the depositories before the due date.

Unclaimed Equity Shares Suspense Account

The Company has opened demat account in the name of Bambino Agro Industries Limited for Shares
Unclaimed Suspense Escrow Account maintained with Stock Holding Corporation Of India Limited, Reg. Office:
301, Centre Point Dr. Babasaheb Ambedkar Road, Parel, Mumbai - 400012, Maharashtra, India vide DPID
IN301330 and client ID 41315719.

As on 31 st March, 2025, there are 1332 outstanding shares lying in the suspense account In accordance with
the requirement of Clause F of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, the Company reports the following details as of 31 st March, 2025 in respect of equity shares lying in the
suspense account

Directors' Responsibility Statement as required under Section 134 (3) (c) & (5) of the Companies Act
2013.

The financial statements are prepared in accordance with the provision of Section 129 read with Schedule III of
the Companies Act 2013 and the rules made thereof, Ind-AS and Generally Accepted Accounting Principles
(GAAP) under the historical cost convention on accrual basis except the sale proceeds received under REC
Mechanism of the Renewable Energy. GAAP comprises mandatory accounting standards as prescribed under
Section 133 of the Companies Act 2013 ('the Act¹), read with Rule 7 of the Companies (Accounts) Rules, 2014,
the provisions of the Act and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no
material departures from prescribed accounting standards in the adoption of these standards.

In terms of the Section 134 (3)(c) & (5) of the Companies Act 2013 the Board of Directors of your Company
states that

In the preparation of the annual accounts for the financial year 2024-25, the applicable accounting
standards have been followed along with proper explanation relating to material departures.

? 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 of the financial year 2024-25 and ofthe profit ofthe Company forthat period.

? They have taken Proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions ofthe Companies Act, 2013 for safeguarding the assets ofthe company
and for preventing and detecting fraud and other irregularities if any,

? The annual accounts ofthe company have been prepared on a going concern basis.

? They have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and

? They have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

Acknowledgement and Appreciation

Your Directors wish to place their sincere apperception for the support and co-operation that the company has
received from its Shareholders Bankers, Customers, Suppliers Stockists selling Agents, Distributors, 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.

By Order of the Board of Directors
Bambino Agro Industries Limited

Myadam Shirisha Raghuveer

Date: 28th August 2025 Chairperson and Managing Director

Place: Secunderabad DIN: 07906214