Directors Report of Banka Bioloo Ltd.

Mar 31, 2024

Your directors have the pleasure of presenting the 12th Directors'' Report, along with the audited financial statements (both standalone and consolidated), for the financial year ended 31 March 2024 ("the period under review").

Financial Performance

The standalone and consolidated financial statements for the financial year ended 31 March 2024, forming part of this Annual Report, have been prepared in accordance with the applicable accounting standards.

Key highlights of the financial performance of your Company for the financial year 202324 are provided below.

(Amount n Rupees Lakhs)
Particulars	Standalone		Consolidated
Particulars	Year Ended 31 March 2024	Year Ended 31 March 2023	Year Ended 31 March 2024	Year Ended 31 March 2023
Revenue (net) from Operations	4,997.45	4,214.32	4,999.62	4,234.98
Other Income	76.65	81.24	49.45	70.11
Total Income	5,074.11	4,295.56	5,049.06	4,305.09
Total Expenditure	5,032.69	3,880.78	5,103.29	3,943.32
Profit Before Tax	41.42	414.78	(56.33)	362.41
Less: Tax Expenses	8.77	107.14	10.78	108.51
Net Profit	32.65	307.64	(67.11)	253.89

Your directors wish to present the details of business operations done during the year under review.

Standalone Financial Results

During the financial year (FY) 2023-24, the Company achieved revenue from operations of Rs. 4997.45 Lakhs, compared to Rs. 4214.32 Lakhs in the previous year, recording an increase of 42.14%. The net profits decreased to Rs. 32.65 Lakhs for the financial year 2023-24, against Rs. 307.64 Lakhs in the previous year, recording a decrease of 89.37%.

Consolidated Financial Results

The consolidated revenue for the FY 2023-24 was Rs. 4,999.62 Lakhs and the consolidated net loss for the FY 2023-24 stood at Rs. 67.11 Lakhs.

Subsidiaries, Joint Ventures and Associates

The Company has one wholly-owned subsidiary, one subsidiary, and one associate company, as on 31 March 2024 as mentioned below.

S. No	Name of the Subsidiary/ Joint Venture/Associate	Relationship	Date of Incorporation
1	Enzotech Solutions Private Limited (Material Subsidiary)	Wholly-owned Subsidiary	26/04/2006
2	Megaliter Varunaa Private Limited	Subsidiary	23/06/2022
3	Sai Banka SPV Private Limited	Associate, Company holds 50% of paid-up capital	26/02/2021

1. Megaliter Varunaa Private Limited ("MVPL") ceased to be the wholly-owned subsidiary of Banka BioLoo Limited ("BBL"), pursuant to allotment of 52,620 equity shares of Rs. 10 each by MVPL aggregating to 4.99% to an identified investor, on 13 September 2023, which resulted in dilution of shareholding of BBL from 100% to 95.00%, wherein post allotment MVPL has become subsidiary of BBL.

2. The Company sold its entire shareholding of 20,000 equity shares in Sustainable Sanitation Industry Association ("SSIA") on 10 August 2023. Accordingly, SSIA ceased to be an Associate Company, post-completion of the said sale of shares.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, including the consolidated financial statements, along with the relevant documents, and the separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.bankabio.com.

Further, the Company''s policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company''s website, and available at https://www.bankabio.com/ files/ugd/8c91db 49af7b36bc954510b345f5067c2b51f8.pdf

Further, at the Board meeting held on 4 July 2024, the Board of Directors took note that Enzotech Solutions Private Limited ceases to be a material subsidiary of the Company, as it no longer meets the criteria of ''material subsidiary'', under Regulation 16 of the SEBI LODR Regulations, 2015, and based on the recommendation of the Audit Committee, and subject to approval of members of the Company in the ensuing Annual General Meeting, approved disinvestment in Enzotech Solutions Private Limited, wholly-owned subsidiary by sale of 100% equity share capital held in wholly-owned subsidiary, details of which have been placed in the Notice of AGM, which forms a part of the Annual Report.

Report on Performance and Financial Positions of Subsidiaries, Associates and Joint Ventures

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is annexed to the standalone financial statements of the Company, and forms part of this report as Annexure I.

The audited consolidated financial statements of your Company as on 31 March 2024, which form part of the Annual Report, have been prepared, pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR Regulations"/"Listing Regulations"), as amended from time to time, and also, as per the applicable Indian Accounting Standard (Ind AS), as notified by the Ministry of Corporate Affairs.

Nature of Business

The Company is engaged in the activities of sanitation, fecal sludge, sewage, and wastewater treatment. During the financial year under review, the Company began production of granules and biopelettes for compostible packaging.

Material change and commitment, affecting financial position of the Company from the end of the financial year till the date of the report

There is no material change and commitment affecting the financial position of the Company that occurred between the end of the financial year of the Company, to which the financial statements relate, and the date of the report, except as follows:

At the Board meeting held on 4 July 2024, the Board of Directors took note that Enzotech Solutions Private Limited ceases to be a material subsidiary of the Company, as it no longer meets the criteria of ''material subsidiary'', under Regulation 16 of the SEBI LODR Regulations, 2015, and based on the recommendation of the Audit Committee, and subject to approval of members of the Company in the ensuing Annual General Meeting, approved disinvestment in Enzotech Solutions Private Limited, wholly-owned subsidiary by sale of 100% equity share capital held in wholly-owned subsidiary, details of which have been placed in the Notice of AGM, which forms a part of the Annual Report.

Transfer to Reserves

Appropriations to general reserve for the financial year ended 31 March 2024, as per financial statements are as follows:

(Amount in Rupees Lakhs)
Net profit for the year	32.65
Balance of Reserve at the beginning of the year	2,974.28
Balance of Reserve at the end of the year	3,035.06

Dividend

Considering the financial requirement for business growth and debt servicing, your directors do not propose any dividend for the financial year ended 31 March 2024.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

During the year under review, the Company was not required to transfer any unclaimed dividend in its accounts.

Share Capital

The authorized share capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores only), divided into 1,50,00,000 equity shares of Rs. 10 each (Rupees Ten only), and the paid-up capital was Rs. 10,84,65,820 (Rupees Ten Crores Eighty-Four Lakhs Sixty-Five Thousand Eight Hundred and Twenty only) consisting of 1,08,46,582 equity shares, of Rs. 10 (Rupees Ten only) each.

Employee Stock Option Scheme

Pursuant to the approval of members at the Annual General Meeting (AGM) held on Monday, 25 September 2023, the Company adopted Banka BioLoo Limited Employees Stock Option Plan - 2023" ("Plan" or "ESOP 2023" or "Scheme"), in order to retain and incentivize key talent, for driving long-term objectives of the Company, and ensuring that employee payoffs match the long gestation period of certain key initiatives, whilst simultaneously fostering ownership behaviour and collaboration amongst employees.

The ESOP 2023 was implemented for the grant of options, not exceeding up to a maximum of 5,42,329 (Five Lakh Forty-Two Thousand Three Hundred and Twenty-Nine) employee stock options ("Options"), in one or more tranches, which shall be convertible into an equal number of equity shares of Rs. 10 (Rupees Ten only) each.

The Company obtained the in-principle approval for listing of 5,42,329 equity shares of Rs. 10 (Rupees Ten only) each, from the National Stock Exchange (NSE) vide their letter No. NSE/LIST/37931 dated 30 October, 2023.

Further, pursuant to the approval accorded by the members of the Company in the AGM, the inprinciple approval from NSE, and approval of the Nomination and Remuneration Committee (Compensation Committee) of the Company in its meeting held on Saturday, 16 December 2023, grant of 1,90,500 (One Lakh Ninety Thousand and Five Hundred) options were approved to identified employees of the Company in first tranche. Further, 38,000 (Thity-Eight Thousand) options were approved and granted to eligible employees on 30 May 2024.

The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Appropriate disclosures prescribed under the said Regulations with regard to the Scheme are available on the Company''s website https://www.bankabio.com/investors.

Disclosure under Companies(Share Capital and Debenture) Rules, 2014

During the financial year under review, your Company has not altered/modified its authorised share capital, and has not issued any equity share with differential rights/ sweat equity shares.

Further, the Company granted stock options but has not vested any option, pursuant to employee stock option scheme/ employee stock purchase scheme. Your Company has not raised any fund through preferential allotment or qualified institutions placement.

The Securities Allotment Committee of the Company, in its meeting held on Friday, 23 June 2023, issued and allotted 430 (Four Hundred and Thirty) secured, unrated, unlisted, redeemable, transferable non-convertible debentures of face value of Rs. 1,00,000 (Rupees One Lakh only) each, aggregating to Rs. 4,30,00,000 (Rupees Four Crore and Thirty Lakh only) ("Debentures"), on private placement basis to WaterCredit Investment Fund 3, LP.

Listing

The equity shares of your Company are listed on National Stock Exchange. The listing fee has been paid for the financial year 2023-24.

Board Composition and Independence

Board of Directors

The Board of the Company is duly constituted. None of the directors of the Company are disqualified under the provisions of the Act or the Listing Regulations. The Board of Directors of the Company comprises 8 (Eight) directors, of which 4 (Four) are Executive Directors and 4 (Four) are Non-Executive Independent Directors. The composition of the Board of Directors is in compliance with the provisions of Section 149 of the Companies Act, 2013.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read with the Articles of Association of the Company, at least 2/3rd of the total number of directors of a public company shall be liable to retire by rotation, and 1/3rd of such directors shall retire by rotation at every AGM. However, "Independent Directors" are out of the ambit of retiring by rotation.

As, Mrs. Namita Sanjay Banka (DIN: 05017358) was re-appointed by rotation in the 11th AGM, the Board proposed Mr. Akhilesh Kumar Tripathi (DIN: 05338290) to be reappointed by rotation.

Mr. Akhilesh Kumar Tripathi (DIN: 05338290), retires by rotation in the ensuing AGM and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment, along with other required details, forms part of the Notice of the 12th AGM to the Annual Report.

Detailed information, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as Annexure III to the Notice of 12th AGM.

Appointment and Cessation

Directors and Key Managerial Personnel

During the year under review, following are the change(s) in Board composition:

Executive Director:

â¢ Mr. Tadepalli Venkata Rama Krishna (DIN: 07977695) resigned as Executive Director of the Company, w.e.f. from 30 December 2023.

â¢ Subject to approval of members of the Company in the 12th AGM, the Board of Directors in their meeting held on 4 July 2024, re-appointed Mr. Sanjay Banka (DIN: 06732600) as Executive Chairman, Mrs. Namita Sanjay Banka (DIN: 05017358) as Managing Director, and Mr. Akhilesh Kumar Tripathi (DIN: 05338290) as Executive Director of the Company, for a period of 3 (Three) years, w.e.f. 2 September 2024. Resolutions seeking shareholders'' approval for their re-appointment, along with other required details, form part of the Notice of the 12th AGM. Detailed information as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as Annexure III to the Notice of 12th AGM.

Independent Director

â¢ Mr. Kamalesh Sekhar (DIN: 02862293), tendered his resignation from the office of Independent Director of the Company with effect from 31January 2024.

â¢ Subject to approval of members of the Company in the 12th AGM, the Board of Directors in their meeting held on 4 July 2024, re-appointed Mr. Sanjay Kumar Gangwar (DIN: 08153290) as Non-Executive Independent Director for a period of 5 (Five) years, w.e.f. 2 October 2024 for a second term. Resolutions seeking shareholders'' approval for his re-appointment, along with other required details, form part of the Notice of the 12th AGM. Detailed information, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as Annexure III to the Notice of 12th AGM.

Chief Financial Officer

â¢ Mr. Tadepalli Venkata Rama Krishna resigned as the Chief Financial Officer of the Company, w.e.f. 30 December 2023.

â¢ Mr. Yogesh Garg was appointed as the Chief Financial Officer of the Company, w.e.f. 1 January 2024.

â¢ Mr. Yogesh Garg resigned as the Chief Financial Officer of the Company, w.e.f. 29 January 2024.

â¢ Mr. Lakkimsetty Venkata Naga Padmanabham was appointed as the Chief Financial Officer of the Company, w.e.f. 29 March 2024.

Company Secretary & Compliance Officer

â¢ Ms. Archana Arigela (Membership No. A65613) resigned from the post of the Company Secretary & Compliance Officer of the Company, w.e.f. 5 January 2024.

â¢ Ms. Naina Singh (Membership No. A68201) was appointed as the Company Secretary & Compliance Officer of the Company, w.e.f. 9 February 2024.

Change took place after closure of financial year

â¢ Ms. Naina Singh (Membership No. A68201) resigned from the post of the Company Secretary & Compliance Officer of the Company, w.e.f. 23 May 2024.

â¢ Mrs. Nitika Lakhotia (Membership No. A61192) was appointed as the Company Secretary & Compliance Officer of the Company, w.e.f. 30 May 2024.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, details of the key

managerial personnel of the Company.

S No	Name of the Person	Designation	Remark(s)
1	Namita Sanjay Banka	Managing Director	-
2	Vishal Murarka	Chief Executive Officer	-
3	Tadepalli Venkata Rama Krishna	Chief Financial Officer and Executive Director	Resigned w.e.f. 30 December 2023
4	Archana Arigela	Company Secretary & Compliance Officer	Appointed w.e.f. 15 November 2022 and resigned w.e.f. 5 January 2024

S No	Name of the Person	Designation	Remark(s)
5	Yogesh Garg	Chief Financial Officer	Appointed w.e.f 1 January 2024 and resigned w.e.f. 29 January 2024
6	Naina Singh	Company Secretary & Compliance Officer	Appointed w.e.f 9 February 2024 and resigned w.e.f. 23 May 2024
7	Lakkimsetty Venkata Naga Padmanabham	Chief Financial Officer	Appointed w.e.f 29 March 2024
8	Nitika Lakhotia	Company Secretary & Compliance Officer	Appointed w.e.f. 30 May 2024

There was no other change in the composition of the Board and key managerial personnel of the Company, apart from the changes mentioned above.

Declaration by the Independent Directors

The Company received necessary declarations under 149(7) of the Companies Act, 2013, from the Independent Directors, stating that they meet the prescribed criteria for independence as laid down in Section 149(6) of the Act, and Regulation 16(1)(b) of the SEBI LODR Regulations. All Independent Directors affirmed compliance to the code of conduct for Independent Directors, as prescribed in Schedule IV to the Act. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement, and without any external influence. The Independent Directors of the Company undertook requisite steps towards the inclusion of their names in the databank of Independent Directors, maintained with the Indian Institute of Corporate Affairs, in terms of Section 150, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Opinion of the Board, with regard to integrity, expertise and experience of the independent directors appointed during the year

The Independent Directors of the Company are persons of integrity, eminent personalities having expertise/ experience in their respective fields/ professions. These Directors meet the criteria of independence, as specified in SEBI (LODR) Regulations, and were selected and appointed, based on well-defined selection criteria. The Nomination and Remuneration Committee considers, inter alia, key qualifications, skills, expertise and competencies, fulfilment of criteria for independence, while recommending to the Board, the candidature for appointment as Independent Director, to enable the Board to discharge its functions and duties, effectively.

Directors'' Responsibility Statement

In terms of Section 134(5) of the Act, and in relation to the audited financial statements of the Company for the financial year ended 31 March 2024, the Board of Directors, hereby, confirms that:

1.In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, if any;

2.Such accounting policies, as mentioned in the notes to the financial statements, have been selected and applied consistently, and judgments and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2023-24, and of the profit or loss of the Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;

4. The annual accounts for the year 2023-24 have been prepared on a going-concern basis;

5. Those proper internal financial controls were in place, and that the financial controls are adequate and are operating effectively;

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws, were in place, and were adequate and operating effectively.

Annual Evaluation of Individual Directors, Committees and Board

Pursuant to the provisions of the Companies Act, 2013, and SEBI (LODR) Regulations, the Board carried out annual performance evaluation of its own performance, the directors, individually, as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, and Stakeholders'' Relationship Committee.

The Board took into consideration inputs received from the directors, covering various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Disclosure of Expertise / Skills / Competencies of the Board of Directors

The list of core skills / expertise / competencies identified by the Board of Directors of the Company, as required in the context of its business and sector(s) for it to function effectively, and those actually available with the Board, form part of the Corporate Governance Report.

Board Diversity

The Policy on Board Diversity of the Company devised by the Nomination and Remuneration Committee, and approved by the Board, is disseminated on the website of the Company under the weblink

https://www.bankabio.com/_files/ugd/8c91db_52c4f6653f3649e9b1882fcbce329c39.pdf

Code of Conduct and Declaration on Code of Conduct

Your Company has laid down a Code of Conduct for all Board members, senior management and Independent Directors of the Company, in line with the provisions of SEBI (LODR) Regulations and the Act. The said Code of Conduct is available on the website of the Company under the weblink

https://www.bankabio.com/ files/ugd/8c91db ffb4f8342ba845199ddb4bb5e05ed634.pdf Declaration in this regard forms part of the corporate governance report.

Committees of the Board

As on 31 March 2024, the Board has 4 (Four) committees, the details of committees are as follows.

Audit Committee

Audit Committee (AC) has been constituted in terms of Section 177 of Companies Act, 2013, and in terms of Regulation 18 of SEBI (LODR) Regulations. The composition of the Audit Committee, its terms of reference, detail of meetings of the AC, and such other details are provided in the Report on Corporate Governance, annexed. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

Nomination and Remuneration Committee

Nomination and Remuneration Committee (NRC) has been constituted in terms of Section 178 of Companies Act, 2013, and in terms of Regulation 19 of SEBI (LODR) Regulations. The composition of the Nomination and Remuneration Committee, its terms of reference, details of meetings of the NRC, and such other details are provided in the Report on Corporate Governance, annexed.

Stakeholders'' Relationship Committee

Stakeholders'' Relationship Committee (SRC) is constituted, in line with the provisions of Regulation 20 of SEBI (LODR) Regulations, and Section 178 of the Act. The composition of the SRC, its terms of reference, details of the meeting of the SRC, and such other details are provided in the Report on Corporate Governance, annexed.

Securities Allotment Committee

Securities Allotment Committee (SAC) is constituted for the purpose of allotting unlisted, unrated, secured, redeemable non-convertible debentures (NCDs). The composition of the SAC, its terms of reference, details of the meeting of the SAC, and such other details, are provided in the Report on Corporate Governance, annexed.

Corporate Social Responsibility (CSR) Committee -Dissolved With Effect From 10 August 2023

The Company do not fall under the purview of Section 135 of the Companies Act, 2013. Further, there is no unspent amount related to previous projects.

Establishment of Vigil Mechanism

The Company has adopted a Whistle Blower Policy, establishing a vigil mechanism to provide a formal mechanism to the directors and employees, to report concern about unethical behaviour, 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 provides direct access to the chairman of the Audit Committee, in exceptional cases. The whistleblower policy is available on the website of the Company under weblink https://www.bankabio.com/ files/ugd/8c91db f6572107772f46558cc762e07281ba84.pdf

A brief note on the Whistle Blower Policy is provided in the Report on Corporate Governance, annexed.

Meeting of the Board of Directors

The Board meetings are, normally, held on a quarterly, and/or on-need basis. During the financial year under review, the Board of Directors met 7 (Seven) times. The maximum interval between any two meetings did not exceed 120 days. The details of the board meetings are given in Report on Corporate Governance, which forms part of this report.

Meeting of the Independent Directors

During the financial year under review, in accordance with the provision of Schedule IV of the Companies Act, 2013, and SEBI (LODR) Regulations, separate meeting of Independent Directors of the Company was held, and the details of the same have been provided under Corporate Governance Report, which forms part of this Board report.

Familiarization Programme for Independent Directors

All Independent Directors (IDs) inducted into the Board are provided an orientation on Company structure and Board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy. The Company familiarizes the IDs with the Company, their roles, rights, responsibilities in the Company, nature of the industry, in which the Company operates, etc., through various interactions, and an update on amendments or regulatory requirements and changes is given as part of Board meetings and familiarization programs. Details of the familiarization programs of the IDs are available under the weblink https://www.bankabio.com/_files/ugd/8c91db_6839cd6333da4cd28b792817afe72ea7.pdf

Statutory Auditors

P R S V & Co. LLP, Chartered Accountants, (Firm Registration Number: S200016), statutory auditors of the Company, tendered their resignation from the office of statutory auditors of the Company, with effect from 25 June 2024, before the expiry of their tenure. The auditor stated reason for resignation due to increase in professional pre-occupation in other assignments, and due to manpower constraints. They also stated that their resignation does not result from an inability to obtain sufficient appropriate audit evidence. There is no other circumstance connected with their resignation, which they consider should be brought to the notice of the Board. The aforesaid auditor completed the audit of financial statements for the year ended 31 March 2024, and submitted their report dated 30 May 2024.

The Auditor''s Report on the financial statements of the Company for the F.Y. 2023-24 does not contain any qualification, reservation, adverse remark or disclaimer, and the notes to the financial statements, referred to therein are self-explanatory, thereby not requiring any further comment on the same.

Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013, and the rules made thereunder, including any statutory modification or re-enactment thereof for the time being in force, and based on recommendation of Audit Committee, the Board of Directors recommends to the shareholders of the Company, for their approval for the appointment of B. D. Saboo & Associates, Chartered Accountants, (Firm Registration Number: 003505S), as statutory auditors of the Company, to fill the casual vacancy, arising out of resignation of PRSV & Co. LLP, Chartered Accountants, (Firm Registration Number: S200016), and to hold office till the conclusion of this Annual General Meeting, and also to hold office for a period of five consecutive years, from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in 2029, and fix their remuneration.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Company upon recommendation of Audit Committee, appointed P. S. Rao & Associates, Practicing Company Secretaries, to undertake the secretarial audit of the Company.

The Secretarial Audit Report for the FY 2023-24 in Form MR-3 is annexed to this report as Annexure VI, and forms part of this annual report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Audit/ Maintenance of Cost Records

For the financial year 2023-24, your Company is not required to maintain cost records, as specified by the central government under sub-section (1) of section 148 of the Act, is in respect of the activities carried on by the Company.

Further, cost audit, as specified under Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, is not mandatory.

Internal Auditors

The Board of Directors had, upon recommendation of the Audit Committee, appointed M H A & Associates LLP, Chartered Accountants, as the Internal Auditors of the Company for FY 2023-24 in accordance with the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014.

The Internal Auditors submit their report quarterly to the Audit Committee. Based on the report of internal audit, management undertakes corrective action in the respective areas, and takes necessary steps to strengthen the levels of internal financial and other operational controls.

Internal Financial Control Systems and their Adequacy

The Company has adequate internal control systems and procedures, designed to effectively control its operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well-designed standard operating procedures (SOPs), considering the essential components of internal control, as stated in the Guidance Note on Audit of Internal Controls over Financial Reporting, issued by the Institute of Chartered Accountants of India. Internal Auditor conducts audit, covering a wide range of operational matters, and ensures compliance with specified standards. Planned periodic reviews are carried out by Internal Auditor. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors. Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the internal controls and systems followed by the Company.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report, as required under Regulation 34 and Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of this Annual Report.

Corporate Governance Report

Report on Corporate Governance is provided as Annexure V, and forms part of this report. A certificate from the practicing company secretary, regarding compliance with the corporate governance norms, as stipulated, is also annexed to the Report on Corporate Governance.

P. S. Rao & Associates, Practicing Company Secretaries, certified the report in compliance with the requirements of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Compliance Certificate forms part of the Corporate Governance Report.

Annual Return

In terms of Section 92(1) of the Act, read with Rule 11 of The Companies (Management and Administration) Rules, Annual Return, comprising the requisite details in Form MGT-7, has been prepared and made available on the website of the Company under the weblink https://www.bankabio.com/investors.

Particulars of Loans, Guarantees and Investments

As per the requirements of Section 186 and Section 134(3)(g) of the Companies Act, 2013, we would like to inform that details of loans, guarantees, securities and investments made by the Company, are provided in the notes to the financial statements, forming part of the Annual Report.

The details of the loans/advances in the nature of loan extended to any firm/company, in which directors are interested, either by the Company or its subsidiary, are provided in the notes to the financial statements, forming part of the Annual Report.

Public Deposits

During the financial year 2023-24, your Company has not accepted any deposit that falls within the scope of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Further, there is no amount outstanding at the beginning of financial year 2023-24, which can be classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details regarding energy conservation, technology absorption, foreign exchange earnings and outgo, as required by section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are provided as Annexure III, and form part of this report.

Particulars of Contracts or Arrangements with Related Parties

Information on transactions with related parties, pursuant to Section 134(3)(h) of the Act, read with Section 188 and Rule 8(2) of the Companies (Accounts) Rules, 2014, pursuant to SEBI (LODR) Regulations, are given in Form AOC-2, and forms part of this report as Annexure II.

Significant and material orders passed by Regulators or Courts or Tribunals

During the financial year under review, there was no significant and material order passed by any regulator or court or tribunal, impacting the going concern status and Company''s operations in future.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

The Company is committed to provide a safe and conducive work environment to its employees, and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace, in line with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules made thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

During the financial year ended 31 March 2024, the Company did not receive any complaint pertaining to sexual harassment of employees. The Company complied with provisions relating to the constitution of ICC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosures in respect of voting rights not directly exercised by employees

There is no share held by trustees for the benefit of employees, and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures), 2014, has been furnished.

Risk Management

Risk management is the process of identification, assessment and prioritization of risks, followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and/or impact of unfortunate events, to maximize the realization of opportunities. The Board oversees Company''s processes for determining risk tolerance and review management''s action and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through appropriate actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report, which forms part of Annual Report.

Industrial Relations

Your Directors are happy to report that the industrial relations have been cordial at all levels, throughout the year. Your Directors record their appreciation for all the efforts, support, and co-operation of all employees being extended from time to time.

Human Resources

Your Company considers its human resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered, and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

Proceeding under IBC and One-time Settlement of financial dues

As per the requirements of Rule 8(5)(xi) and (xii) of the Companies (Accounts) Rules, 2014 -

â¢ No application made or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016;

â¢ No one-time settlement of financial dues was made during the period under review.

Information to be Furnished under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The information required pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided under annexures, and forms part of this report as Annexure IV.

However, no employee is in receipt of the remuneration, as specified in Rule 5(2) of abovestated rule.

Disclosures, as required under Para A of Schedule V of SEBI (Listing Obligations and Disclosure) Requirements) Regulations, 2015

For the details of transaction(s) of your Company with entity(ies) belonging to the promoter/ promoter group, which holds more than 10% shareholding in the Company, as required under Para A of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure) Requirements) Regulations, 2015, please refer to Notes to the Financial Statements.

Code of Conduct

Declaration signed by the Chief Executive Officer stating that the members of Board of Directors and senior management personnel have affirmed compliance with the code of conduct of Board of Directors and senior management is annexed, and forms part of this report.

Insider Trading Regulations

Based on the requirements of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for the prohibition of insider trading, as approved by the Board, is implemented by the Company. The Company, also, adopts the concept of trading window closure, to prevent its directors, officers, designated employees, their relatives, from trading in the securities of the Company, at the time when there is unpublished price sensitive information. The Board has appointed Mrs. Nitika Lakhotia, Company Secretary, as the Compliance Officer under the code.

The Company has adequately maintained Structured Digital Database (SDD), as required under Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

Disclosures with respect to the demat suspense account/unclaimed suspense account

Not Applicable, as the Company does not have any share in the demat suspense account or unclaimed suspense account.

Disclosures of Certain Types of Agreements binding listed entities

There is no such agreement binding the Company.

Secretarial Standards

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by The Institute of Company Secretaries of India, and approved by the central government.

Update of Email IDs for receiving Notices / Documents in Electronic Mode

Shareholders who have not registered their email IDs with the Company, are requested to register/update their email IDs with the Company or with their depository, through their depository participant, to enable the Company to deliver notices /documents through email.

Investor Complaint and Compliance

During the year review NO case was registered on SCORES Portal of SEBI from any investor of the Company.

Other Disclosures

â¢ The proceeds from the public issue were fully utilized by the Company, without any deviation or variation, before the beginning of FY 2023-24. During the financial year under review, your Company did not revise financial statement.

â¢ During the year under review, no instance of fraud was reported by the Statutory Auditors of the Company.

â¢ The financial statements for FY 2023-24 have been prepared as per the applicable accounting standards.

Acknowledgement

Your Directors place on record their gratitude to the central government, various state governments, and Company''s bankers and advisors for the valuable advice, guidance, assistance, cooperation and encouragement they have extended to the Company from time to time. The Directors, also, take this opportunity to thank the Company''s customers, suppliers and shareholders for their consistent support to the Company.

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

Mar 31, 2023

Your directors have the pleasure to present the 11th Directors'' Report, along with the audited financial statements (both standalone and consolidated), for the financial year ended 31 March 2023 ("the period under review").

Financial Performance

The financial statements (both standalone and consolidated) for the financial year ended 31 March 2023, forming part of this Annual Report, have been prepared in accordance with the applicable accounting standards.

Key highlights of the financial performance of your Company for the financial year 2022-23 are provided below.

	Standalone		Consolidated
Particulars	Year Ended 31 March ''23	Year Ended 31 March ''22	Year Ended 31 March ''23	Year Ended 31 March ''22
Revenue (net) from Operations	42,14,32,324	38,63,38,231	42,34,97,812	38,75,08,231
Other Income	81,23,595	45,36,753	70,10,896	45,36,753
Total Income	42,95,55,919	39,08,74,985	43,05,08,708	39,20,44,985
Total Expenditure	38,80,77,929	35,82,75,271	39,50,79,647	35,92,26,751
Profit Before Tax	4,14,77,990	3,25,99,714	3,54,92,790	3,30,89,280
Less: Tax Expenses	1,07,14,290	20,12,988	1,02,70,938	20,12,833
Net Profit	3,07,63,700	3,05,86,726	2,52,21,852	3,10,76,447

State of Affairs/ Company''s Performance

Your Directors wish to present the details of business operations done during the year under review.

Standalone Financial Results:

During the Financial Year (FY) 2022-23, the Company has achieved gross revenue from operations of Rs. 42,14,32,324 as compared to Rs. 38,63,38,231 in the previous year, recording an increase of 9.08%. The net profits increased to Rs. 3,07,63,700 for the financial year 2022-23, as against Rs. Rs. 3,05,86,726 in the previous year, recording an increase of 0.58%.

Consolidated Financial Results:

The consolidated revenue for the FY 2022-23 was Rs. 42,34,97,812 and the consolidated net profit for the FY 2022-23 stood at Rs.2,52,21,852.

Subsidiaries, Joint Ventures and Associates

The Company has two wholly-owned subsidiary and two associates as on 31 March 2023 as mentioned below -

#	Name of the Subsidiary/ Joint Venture/ Associate	Relationship	Date and Place of Incorporation
1	Enzotech Solutions Private Limited (Material Subsidiary)	Wholly-owned Subsidiary	26/04/2006 Tamil Nadu, India
2	Megaliter Varunaa Private Limited	Wholly-owned Subsidiary	23/06/2022 Telangana, India
3	Sai Banka SPV Private Limited	Associate, Company holds 50% of paid-up capital	26/02/2021 Telangana, India
4	Sustainable Sanitation Industry Association	Associate, Company holds 25% of paid-up capital	28/06/2020 Telangana, India

Your Company does not have any joint venture.

During the period under review, your company incorporated Megaliter Varunaa Private Limited (CIN U41000TG2022PTC163992), a private limited Company, as a wholly-owned subsidiary of the Company on 23/06/2022.

After 31 March 2023, your Company approved for sale of 20,000 equity shares held by the company in the Sustainable Sanitation Industry Association (SSIA) on 10 August 2023. Accordingly, Sustainable Sanitation Industry Association shall cease to be an Associate Company, post-completion of the said sale of shares.

Further, the Company''s policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company''s website athttps://bankabio .com/wp-content/uploads/2022/09/Policy-on-Determining-Material-Sub-sidiary.pdf

Report on performance and financial positions of Subsidiaries, Associates and Joint Ventures

Consolidated Financial Statements

The audited consolidated financial statements of your Company as on 31 March

2023, which form part of the Annual Report, have been prepared, pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR Regulations"), as amended from time to time, and also, as per the applicable Indian Accounting Standard (Ind AS), as notified by the Ministry of Corporate Affairs.

Nature of Business

The Company is engaged in the activities of sanitation, fecal sludge and wastewater treatment. During the financial year under review, there was no change in the nature of the business of the Company.

Material change and commitment, affecting financial position of the Company from the end of the financial year till the date of the report

Transfer to Reserves

Appropriations to general reserve for the financial year ended 31 March 2023, as per financial statements are as follows:

Dividend

Considering the financial requirement for business growth and debt servicing, your Directors do not propose any dividend for the year ended March 31,2023.

Transfer of unclaimed dividend to Investor Education and Protection Fund

During the year under review, the Company was not required to transfer any unclaimed dividend in its accounts.

Share Capital

The authorized share capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores) divided into 1,50,00,000 equity shares of Rs. 10/- each and the paid-up Capital stood at Rs. 10,84,65,820/- consisting of 1,08,46,582 equity shares of Rs. 10/- each.

Disclosure under Companies

(Share Capital and Debenture) Rules, 2014

During the financial year under review, your Company has not altered/modified its authorised share capital and has not issued any equity share with differential rights/ sweat equity shares. Further, the Company did not grant/ vest any employee stock option scheme/ employee stock purchase schemes. Further, at the beginning of the year, there was no outstanding option granted. Your Company has not raised any funds through preferential allotment or qualified institutions placement.

After 31 March 2023, your company has issued and allotted 430 (Four Hundred and Thirty) secured, unrated, unlisted, redeemable, transferable non-convertible debentures of face value of Rs. 1,00,000/- (Rupees One Lakh only) each, aggregating to Rs. 4,30,00,000 (Rupees Four Crore and Thirty Lakh Only) ("Debentures") to WaterCredit Investment Fund 3, LP, which is approved by the Securities Allotment Committee of the Board of Directors at their meeting held on 23 June 2023.

Listing

The equity shares of your Company are listed on NSE. The listing fee has been paid for the year 2022-23.

Board Composition and Independence

Board of Directors

The Board of the Company is duly constituted. None of the directors of the Company are disqualified under the provisions of the Act or the Listing Regulations. The Board of Directors of the Company comprises of 10 (ten) directors, of which 5 (five) are Executive Directors and 5 (five) are Non-Executive Independent Directors. The composition of the Board of Directors is in compliance with the provisions of Section 149 of the Companies Act, 2013.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read with the Articles of Association of the Company, at least 2/3rd of the total number of Directors of a public company shall be liable to retire by rotation and 1/3rd of such Directors shall retire by rotation at every AGM;However, "Independent Directors" are out of the ambit of retiring by rotation.

As, Mr. Vishal Murarka was re-appointed by rotation in the 10th AGM, the Board proposed Ms. Namita Sanjay Banka (DIN: 05017358). The Board proposed Ms. Namita Sanjay Banka (DIN: 05017358) to retire by rotation, at the 11th AGM.

Ms. Namita Sanjay Banka (DIN: 05017358), retires by rotation in the ensuing AGM

and being eligible, offers herself for re-appointment. A resolution seeking shareholders'' approval for her re-appointment, along with other required details forms part of the Notice of the AGM.

Detailed information as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure II to the Notice of 11th AGM.

Appointment and Cessation:

Directors and Key Managerial Personnel

During the year under review, following are the change(s) in Board composition: Executive Director:

Mr. Vishal Murarka as Executive Director, designated as Chief Executive Officer (CEO) of the Company is re-appointed for a further period of 3 (three) years w.e.f. 1 October 2022 in the 10th Annual General Meeting of the Company held on 29 September 2022.

Independent Director:

â¢ Mr. Anil Sharma was appointed as Non-Executive Independent Director of the Company w.e.f. 1 October 2022for a term of 5 (five) years in the 10th Annual General Meeting of the Company held on 29 September 2022.

â¢ Mr. Sandip Poddar ceased to be a Non-Executive Independent Director of the Company upon completion of his tenure of 5 (five) consecutive years on 31 October 2022.

Company Secretary & Compliance Officer:

â¢ Mr. Sri Bala Aditya Yanamandra (Membership No. A31759) resigned from the post of the Company Secretary & Compliance Officer of the Company, w.e.f. 14 November 2022.

â¢ Ms. Archana Arigela (Membership No. A65613) was appointed as the Company Secretary & Compliance Officer of the Company, w.e.f. 15 November 2022.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, details of the Key Managerial Personnel of the Company.

S No	Name of the person	Designation	Remarks
1	Namita Sanjay Banka	Managing Director
2	Vishal Murarka	Chief Executive Officer
3	Tadepalli Venkata Rama Krishna	Chief Financial Officer
4	Sri Bala Aditya Yanamandra	Company Secretary & Compliance Officer	Resigned w.e.f. 14 November 2022
5	Archana Arigela	Company Secretary & Compliance Officer	Appointed w.e.f. 15 Nov. 2022

There were no other changes in composition of Board and Key Managerial Personnel of the company apart from the changes mentioned above.

Declaration by the Independent Directors

The Company received necessary declarations under 149(7) of the Companies Act, 2013, from the Independent Directors stating that they meet the prescribed criteria for independence. All Independent Directors affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV to the Act.

Opinion of the Board with regard to integrity, expertise and experience of the independent directors appointed during the year

qualifications, skills, expertise and competencies, fulfilment of criteria for independence, while recommending to the Board, the candidature for appointment as Independent Director, to enable the Board to discharge its functions and duties, effectively.

Directors'' Responsibility Statement

In terms of Section 134(5) of the Act, and in relation to the audited financial statements of the Company for the financial year ended 31 March 2023, the Board of Directors, hereby, confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, if any;

2. Such accounting policies, as mentioned in the notes to the financial statements, have been selected and applied consistently, and judgments and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23, and of the profit or loss of the Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;

4. The annual accounts for the year 2022-23 have been prepared on a going concern basis;

5. Those proper internal financial controls were in place and that the financial controls are adequate and are operating effectively;

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws, were in place and were adequate and operating effectively.

Annual Evaluation of Individual Directors, Committees and Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regu

lations, the Board carried out annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, and Stakeholders'' Relationship Committee.

The Board took into consideration inputs received from the Directors, covering various aspects of the Boardâs functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc.

Disclosure of Expertise / Skills / Competencies of the Board of Directors

The list of core skills / expertise / competencies identified by the Board of Directors of the Company as required in the context of its business and sector(s) for it to function effectively, and those actually available with the Board, form part of the Corporate Governance Report.

Board Diversity

The Policy on Board Diversity of the Company devised by the Nomination and Remuneration Committee and approved by the Board is disseminated on the website of the Company under the weblink https://bankabio.com/wp-content/ uploads/2022/09/Nomination-Remuneration-Policy.pdf

Code of Conduct and Declaration on Code of Conduct

Your Company has laid down a Code of Conduct for all Board members, Senior Management and Independent Directors of the Company, in line with the provisions of SEBI (LODR) Regulations and the Act. The said Code of Conduct is available on the website of the Company under the weblink https://bankabio.com/wp-content/uploads/2022/09/Code-of-conduct-of-Board-of-Directors-and-Senior-Management-Personnel.pdf . Declaration in this regard forms part of the corporate governance report.

Committees of the Board

As on 31 March 2023, the Board has 4 (four) committees, the details of committees are as follows.

Audit Committee

Audit Committee (AC) has been constituted in terms of Section 177 of Companies Act, 2013 and in terms of Regulation 18 of SEBI (LODR) Regulations. The composition of the Audit Committee, its terms of reference, detail of meetings of the AC, and such other details are provided in the Report on Corporate Governance annexed. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

Nomination and Remuneration Committee

Nomination and Remuneration Committee (NRC) has been constituted in terms of Section 178 of Companies Act, 2013 and in terms of Regulation 19 of SEBI (LODR) Regulations. The composition of the Nomination and Remuneration Committee, its terms of reference, details of meetings of the NRC, and such other details are provided in the Report on Corporate Governance annexed.

Stakeholders'' Relationship Committee

Stakeholders'' Relationship Committee (SRC) is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations and Section 178 of the Act. The

composition of the SRC, its terms of reference, details of the meeting of the SRC, and such other details are provided in the Report on Corporate Governance annexed.

Corporate Social Responsibility (CSR) Committee

CSR Committee (CSRC) is constituted in line with the provisions of Section 135 of the Act to formulate and recommend to the Board, CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act, to recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy, and to monitor the CSR Policy.

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR during the year are set out in Annexure IX of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The composition of the CSRC, its terms of reference, details of the meeting of the CSRC, and such other details are provided in the Report on Corporate Governance annexed.

CSR Policy is made available on the website of the Company under the weblink https://bankabio.com/wp-content/uploads/2022/09/CSR-Policy-CSR-Com-mittee.pdf

Establishment of Vigil Mechanism

The Company has adopted a Whistle Blower Policy, establishing a vigil mechanism to provide a formal mechanism to the Directors and employees to report concern about unethical behaviour, 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 provides direct access to the chairman of the Audit Committee in exceptional cases. The whistleblower policy is available on the website of the Company under weblink https:// bankabio.com/wp-content/uploads/2022/12/Whistle_Blower_Policy.pdf.

A brief note on the Whistle Blower Policy is provided in the Report on Corporate Governance annexed.

Meeting of the Board of Directors

The Board meetings are normally held on a quarterly and/or on-need basis. During the financial year under review, the Board of Directors met 6 (six) times. The maximum interval between any two meetings did not exceed 120 days. The details of the board meetings are given in Report on Corporate Governance, which forms part of this report.

Meeting of the Independent Directors

During the financial year under review, in accordance with the provision of Schedule IV of the Companies Act, 2013 and SEBI (LODR) Regulations, separate meeting of Independent Directors of the Company was held, and the details of the same have been provided under Corporate Governance Report, which forms part of this Board report.

Familiarization Programme for Independent Directors

All Independent Directors (IDs) inducted into the Board are provided an orientation on Company structure and Board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy. The Company familiarizes the IDs with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc., through various interactions and an update on amendments or regulatory requirements and changes is given as part of Board meetings and familiarization programs. Details of the familiarization programs of the IDs are available under the weblink: https://bankabio.com/wp-content/uploads/2022/09/Familiar-ization-Programs-for-Independent-Directors.pdf

Statutory Auditors

Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013,

and the rules made thereunder, including any statutory modification(s) or re-en-actment(s) thereof for the time being in force, the shareholders of the Company at the 10th Annual General Meeting of the Company held on 29 September 2022, reappointed PRSV & Co. LLP, Chartered Accountants (Firm Registration No: S20016) as Statutory Auditors of the Company for the second term of 5 years i.e. from the conclusion of the 10th Annual General Meeting of the Company till the conclusion of 15th Annual General Meeting to be held in 2027, to conduct statutory audit of the Company for the financial years commencing from 2022-23 to 2026-27, at a remuneration as may be determined and mutually agreed by the Board and the statutory auditors.

The Auditor''s Report on the financial statements of the Company for the F.Y. 2022-23 does not contain any qualification, reservation, adverse remark or disclaimer, and the notes on the financial statements referred to therein are self-explanatory, thereby not requiring any further comments on the same.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company upon recommendation of Audit Committee, has appointed P. S. Rao & Associates, Practicing Company Secretaries, to undertake the secretarial audit of the Company.

The Secretarial Audit Report for the F.Y. 2022-23 in Form MR-3 is annexed to this report as Annexure VII, and forms part of this annual report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Audit/ Maintenance of Cost Records

For the financial year 2022-23, your Company is required to maintain cost records, as specified by the central government under sub-section (1) of section 148 of the Act, is in respect of the activities carried on by the Company.

However, cost audit, as specified under Rule 4 of the Companies (Cost Records and Audit) Rules, 2014 is not mandatory.

Internal Auditors

The Board of Directors had, upon recommendation of the Audit Committee, appointed M H A & Associates LLP, Chartered Accountants, as the Internal Auditors of the Company in accordance with the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

The Internal Auditors submit their report quarterly to the Audit Committee. Based on the report of internal audit, management undertakes corrective action in the respective areas and takes necessary steps to strengthen the levels of internal financial and other operational controls.

Internal Financial Control Systems and their Adequacy

The Company has adequate internal control systems and procedures, designed to effectively control its operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed standard operating procedures (SOPs), considering the essential components of internal control as stated in the Guidance Note on Audit of Internal Controls over Financial Reporting, issued by the Institute of Chartered Accountants of India. Internal Auditor conducts audit, covering a wide range of operational matters and ensures compliance with specified standards. Planned periodic reviews are carried out by Internal Auditor. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors. Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the internal controls and systems followed by the Company.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report, as required under Regulation 34 & Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as Annexure V, and forms parts

of this report.

Corporate Governance Report

Report on Corporate Governance is provided as Annexure VI, and forms part of this report. A certificate from the Practicing Company Secretary, regarding compliance with the corporate governance norms, as stipulated, is also annexed to the Report on Corporate Governance.

P. S. Rao & Associates, Practicing Company Secretaries, have certified the said report in compliance with the requirements of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Compliance Certificate forms part of the Corporate Governance Report.

Annual Return

Particulars of Loans, Guarantees and Investments

The details of the loans/advances in the nature of loan extended to any firm/com-pany, in which directors are interested, either by the Company or its subsidiary are provided in the notes to the financial statements forming part of the Annual Report.

Public Deposits

During the financial year 2022-23, your Company has not accepted any deposit that falls within the scope of Sections 73 and 74 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014. Further, there is no amount outstanding at the beginning of financial year 2022-23, which can be classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details regarding energy conservation, technology absorption, foreign exchange earnings and outgo, as required by section 134(3)(m) of the Companies Act,

2013, read with the Companies (Accounts) Rules, 2014 are provided as Annexure III, and form part of this report.

Particulars of Contracts or Arrangements with Related Parties

Information on transactions with related parties, pursuant to Section 134(3)(h) of the Act, read with Section 188 and Rule 8(2) of the Companies (Accounts) Rules,

2014, pursuant to SEBI (LODR) Regulations are given in Form AOC-2, and forms part of this report as Annexure II.

Significant and material orders passed by Regulators or Courts or Tribunals

During the financial year under review, there was no significant and material order passed by the regulators or courts or tribunals, impacting the going concern status and Company''s operations in future.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

the rules made thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

During the financial year ended 31 March 2023, the Company did not receive any complaint pertaining to sexual harassment of employees. The Company complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosures in respect of voting rights not directly exercised by employees

There is no share held by trustees for the benefit of employees, and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures), 2014 has been furnished.

Risk Management

Risk management is the process of identification, assessment and prioritization of risks, followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and/or impact of unfortunate events to maximize the realization of opportunities. The Board oversees Company''s processes for determining risk tolerance and review management''s action and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through appropriate actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which forms part of this Report.

Industrial Relations

Your Directors are happy to report that the industrial relations have been cordial at all levels throughout the year. Your Directors record their appreciation for all the efforts, support, and co-operation of all employees being extended from time to time.

Human Resources

Your Company considers its human resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered, and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companyâs vision. Your Company appreciates the spirit of its dedicated employees.

Proceedings under IBC

As per the requirements of Rule 8(5)(xi) and (xii) of the Companies (Accounts) Rules, 2014 -

â¢ No application made or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

â¢ No one-time settlement of financial dues was made during the period under review.

Information to be Furnished under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided under annexures and forms part of this report as Annex-ure IV.

However, no Employee is in receipt of the remuneration as specified in Rule 5(2) of abovestated rule.

Disclosures, as required under Para A of Schedule V of SEBI (Listing Obligations and Disclosure) Requirements) Regulations, 2015

Disclosure) Requirements) Regulations, 2015, please refer to Notes to the Financial Statements.

Code of Conduct

Insider Trading Regulations

Based on the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for the prohibition of insider trading, as approved by the Board is implemented by the Company. The Company, also, adopts the concept of trading window closure, to prevent its directors, officers, designated employees, their relatives from trading in the securities of the Company at the time when there is unpublished price sensitive information. The Board has appointed Ms. Archana Arigela, Company Secretary, as the Compliance Officer under the code.

The Company has adequately maintained Structured Digital Database (SDD) as required under SEBI (Prohibition of Insider Trading) Regulations, 2015.

Disclosures with respect to the demat suspense accoun-t/unclaimed suspense account

Not Applicable, as the Company do not have any shares in the demat suspense account or unclaimed suspense account.

Disclosures of Certain Types of Agreements binding listed entities

There is no such agreement(s) binding the Company.

Secretarial Standards

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS -1) and General Meetings (SS - 2) issued by The Insti-

tute of Company Secretaries of India and approved by the central government.

Update of Email IDs for receiving Notices / Documents in electronic mode

Shareholders who have not registered their email IDs with the Company are requested to register/update their email IDs with the Company or with their depository, through their depository participant, to enable the Company to deliver notices /documents through e-mail.

Other Disclosures

There is no deviation in the utilisation of the proceeds of the public issue from the objects stated in the prospectus of the issue, and there has been no variation in the use of the proceeds from the objects stated in the prospectus dated 23 January 2018 or explanatory statement to the notice of the Extra-Ordinary Meeting dated 16 November 2017, issued for IPO of securities, in terms of regulation 32 (1) (a) of SEBI (LODR) Regulations, 2015.

Further as on 31 March, 2023 the proceeds from the public issue has been fully utilised by the Company, without any deviation or variation.

During the financial year under review, your Company has not revised financial statement(s).

During the year under review, no instance of fraud was reported by the Statutory Auditors of the Company.

The financial statements for FY 2022-23 have been prepared as per the applicable accounting standards.

Acknowledgement

Your Directors place on record their gratitude to the central government, various state governments and Company''s bankers and advisors for the valuable advice, guidance, assistance, cooperation and encouragement they have extended to the Company from time to time. The Directors, also, take this opportunity to thank the Company''s customers, suppliers and shareholders for their consistent support to the Company.

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By the Order of the Board For Banka BioLoo Limited

Sd/- Sd/-

Sanjay Banka Namita Banka

Executive Chairman Managing Director

DIN: 06732600 DIN: 05017358

Date: 25 August 2023 Place: Hyderabad

Mar 31, 2018

Dear Shareholders,

The directors have pleasure in presenting their 6^th Annual Report on the business and operations of the company together with the audited financial statements for the year ended 31^st March, 2018.

1. Financial Highlights

The Companyâs operations during the year ended March 31,2018 are summarized in the table below

Particulars	Year Ended March 31, 2018	Year Ended March 31, 2017
Income from Operations	16,53,07,695	15,05,32,390
Other income	16,41,273	10,50,571
Total income	16,69,48,967	15,15,82,961
Total Expenditure	14,12,07,774	13,46,60,527
Profit Before Tax	2,57,41,194	1,69,22,434
Less: Tax expenses	68,32,562	65,51,524
Net Profit/Loss	1,89,08,632	1,03,70,910

2. State of Affairs/ Companyâs Performance

Your Directors wish to present the details of business operations done during the year under review:

The Companyâs Revenue from operation for FY 2018 is Rs. 18,02,64,285/- (after taxes Rs.16,53,07,695/ -) increased during the year under review when compared with previous year revenue of Rs.16,04,53,555/- (after taxes Rs.15,05,32,390/).The profit before tax for the financial year under review is Rs. 2,57,41,194/- as against Rs. 1,69,22,434/-for the previous financial year 2017.

Your Directors express their satisfaction on the overall financial performance and the progress made on different areas by the Company during the year under review.

3. Initial Public Offering and Utilization of IPO Proceeds

During the year under review, the Company has completed an Initial Public offering (âIPOâ) of its shared consisting of a fresh offer of 10,98,000 equity shares of Rs.10/- each at Rs. 115/- per share (Including a premium of Rs.105/- per share).The equity shares of the Company were listed on National Stock Exchange (Emerge) platform for SME listing effective from February 27,2018

4. Dividend

Your Directors would like to use the profits earned for the purpose of enhancing business and hence do not propose any dividend for the financial year under review 2017-18.

5. Transfer to reserves

No amount has been transferred to reserves and the profit for the year has been retained in the profit and loss account.

6. Transfer of unclaimed dividend to investor education and protection fund

The provision of Section 125 of Companies Act,2013 is not applicable as the Company did not declare any dividend.

7. Share Capital

As on March 31, 2018, the authorized share capital of the Company is Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs. 10/- each

During the year under review, the Company has allotted:

a. 28,88,846 Equity Shares of ¹ 10 each pursuant to bonus issue as on 27th October, 2017

b. 10,98,000 Equity Shares of 1 10 each pursuant to an initial public offering of the Company as on 23^rd January 2018.

As on March 31, 2018, the paid-up share capital of the Company stood as 1 4,11,24,480 consisting of 4112448 equity shares of 1 10 each.

8. Particulars of loans, guarantees and investments

During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.

9. Public deposits

During the financial year under review your company has not accepted any deposits falling within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

10. Particulars of contracts or arrangements with related party

During the year under review, there were no transactions entered with Related Parties under the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required.

Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

11. Risk Management

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events to maximize the realization of opportunities. The company has initiated a process of preparing a comprehensive risk assessment and minimization procedure. These procedures are meant to ensure that executive management controls risk through means of a properly defined framework. The major risks are being identified by the company and its mitigation process/measures being formulated in areas of operations, recruitment, financial processes and reporting, human resources and statutory compliance.

12. Management discussion and analysis

The management discussion and analysis report for the year under review as stipulated in SEBI Listing Regulations is presented in a separate section forming part of this annual report.

13. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The company being in the service industry does not have any power generation units and did not produce/generate any renewable or conventional power. The foreign exchange out flow on of the company for the year is Rs.1495466/- (Previous year Rs.106083/-)

14. Material changes and commitment affecting financial position of the company from the end of the financial year till the date of the report

There is no material changes and commitment affecting financial position of the company for the financial year 2017-18.

15. Disclosure under sexual harassment of women at workplace (prevention, prohibition, and redressal) Act,2013

The company is committed to provide a safe and conducive work environment to its employees and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of the sexual harassment of women at workplace (prevention, prohibition and redressal) Act,2013 and the rules made thereunder.

During the year under review, no complaints were reported as on date.

16. Committees of the board

As on March 31,2018, the Board has three committees, the audit committee, the nomination and remuneration committee, the stakeholders relationship committee which are constituted as per the provisions of the Companies Act,2013, the details of the above mentioned committees are as follows

Audit Committee

S. No	Name of the Member	Position
1	Mr. SandipPoddar	Chairman
2	Mr. Jayant Kumar	Member
3	Mr. T V Rama Krishna	Member

Nomination and Remuneration Committee

S. No	Name of the Member	Position
1	Mrs. GeetaGoti	Chairman
2	Mr.Jayant Kumar	Member
3	Mr. Vishal Murarka	Member

Stakeholdersâ relationship committee

S. No	Name of the Member	Position
1	Mr. Jayant Kumar	Chairman
2	Mrs. GeetaGoti	Member
3	Mr. Sanjay Banka	Member

17. Meeting of the board of directors

During the financial year ended on 31 March 2018, Seven (7) board meeting held on 25^th April 2017, 26^th June 2017, 2^nd August 2017, 3^rd October 2017, 30^th October 2017, 15^th November 2017, 5^th March, 2018

18. Details of directors or key managerial personnel who were appointed or have resigned during the financial year 2017-18

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Associations of the Company Ms. Namita Sajnay Banka, Managing Director, retire by rotation at the ensuring Annual General Meeting and being eligible, offer herself for reappointment. A brief profile of the director seeking re-appointment form part of the notice of the ensuring Annual General Meeting.

The following directors and key managerial personnel were appointed during the year under review

Date of appointment	DIN /PAN	Name	Designation
01/11/2017	07977695	Tadepalli Venkata Rama Krishna	Whole-time director
01/11/2017	06866598	Geeta Goti	Independent Director
01/11/2017	07864347	Sandip Poddar	Independent Director
01/11/2017	00580260	Jayant Kumar	Independent Director
01/11/2017	ACCPT9754A	Tadepalli Venkata Rama Krishna	CFO
15/11/2017	ABYPY4949B	Sri Bala Aditya Yanamandra	Company Secretary

On 01/11/2017, Namita Sanjay Banka was appointed as Managing Director and Sanjay Banka, Akhilesh Kumar Tripathi was appointed as Whole-Time Director and Vishal Murarka was re-designated as nonexecutive director of the company.

19. Declaration by the independent directors

During the year under review, the independent directors of the company have submitted their disclosures to the board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as independent directors under the provisions of the Companies Act, 2013 and the relevant rules.

20. Directors responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their Knowledge and ability, confirm that:

i. In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors 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 and of the profit and loss of the company for that period.

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern;

v. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the company, work performed by the statutory and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2017-18.

21. Insider trading regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prohibition of insider trading, as approved by the board is implemented by the company. The company also adopts the concept of trading window closure, to prevent its directors, officers, designated employees, their relatives and other employees from trading in the securities of the company at the time when there is unpublished price sensitive information. The board has appointed Mr. Sri BalaAdityaYanamandra, Company Secretary as the Compliance Officer under the code.

22. Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return of the company for the financial year ended March 31,2018 is enclosed as Annexure I.

The extract of the annual return of the company is also hosted on the companyâs website at http:// www.bankabio.com/

23. Statutory auditors

Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 and the rules made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, M/s. PRSV& Co. LLP., Chartered Accountants (Firm Registration No. S200016), the Statutory Auditors of the Company, to hold the office from the conclusion of the 5th Annual General Meeting of the Company to the conclusion of the 10th Annual General Meeting to be held in 2022. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. Accordingly, a resolution seeking Membersâ ratification on appointment of M/ s. PRSV& Co. LLP Chartered Accountants, bearing firm registration No. S200016, as the Statutory Auditors of the Company.

24. Auditorsâ report

The auditorsâ Report for fiscal 2018 does not contain any qualifications, reservations or adverse remarks. The Auditorsâ Report is enclosed with the financial statements in this Annual Report.

25. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.S. Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure IIâ to this report.

26. Internal financial control

Your board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures. Your directors express their satisfaction and states that the company is having the adequate internal finance control system to the size of its operation.

27. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

28. Whistle blower policy

The company has established a vigil mechanism for reporting concerns through the whistle blower policy of the company. The policy provides for a framework and process, for the employees and directors to report genuine concerns or grievances about illegal and unethical behaviour. The whistle blower policy is available on the website of the Company (http://www.bankabio.com/)

29. Particulars of employees

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year:

Name of the Director	Ratio to median remuneration
Namita Sanjay Banka	16.25 Times
Sanjay Banka	20.83 Times
Akhilesh Kumar Tripathi	11.66 Times
Venkata Rama Krishna Tadepalli	5.83 Times

âThe company has not paid any remuneration to the non-executive directors of the company for the financial year 2017-18.â

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year.

Director, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Namita Sanjay Banka	21.72%
Sanjay Banka	46.47%
Akhilesh Kumar Tripathi	16.67%

Sri BalaAdityaYanamandra is appointed as company secretary of the company on 15^th November 2017.

Sri Venkata Rama Krishna Tadepalli is appointed as Whole Time Director and CFO from 1^st November 2017.

c. The number of permanent employees on the rolls of Company: 402 (only core employee is considered).

d. The Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:None.

e. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

30. Green initiatives

The company sends the annual report to its members in electronic form, whose email addresses are registered with the company/depository participants(s). For members who have not registered email addresses, physical copies are sent in the permitted mode.

In case of any change in your email address, you are requested to please inform the same to your Depository (in case you hold the shares in dematerialized form) or to the Company/RTA (in case you hold the shares in physical form).

31. Acknowledgement

Your directors place on record their gratitude to the Central Government, various State Governments and Companyâs Bankers and advisors for the valuable advice, guidance, assistance, cooperation and encouragement they have extended to the Company from time to time. The Directors also take this opportunity to thank the companyâs customers, suppliers and shareholders for their consistent support to the Company.

We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By Order of the Board

For, Banka BioLoo Limited

Sd/- Sd/-

NAMITA SANJAY BANKA T.V. RAMA KRISHNA

Managing Director Whole-time Director

DIN: 05017358 DIN: 07977695

Hyderabad, 25^th August, 2018

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