Directors Report of Bhatia Communications & Retail (India) Ltd.

Mar 31, 2025

Your Directors have immense pleasure in presenting the 17^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2025.

1. STATE OF COMPANY''S AFFAIRS

During the financial year ended 31^st March 2025, your company has recorded a total revenue of Rs. 44,468.57 lakhs against Rs. 41540.03 lakhs in the previous year, representing an increase of 7.05%. During the year, the company has incurred Profit of Rs. 1,381.71 lakhs as compared to profit of Rs. 1151.75 lakhs in the previous year representing an increase of 19.97%. A detailed analysis on the Company''s performance is included in the "Management''s Discussion and Analysis" Report, which forms part of this Report.

2. FINANCIAL PERFORMANCE

Financial performance of the Company for Financial Year 2024-25 is summarized below:

(Figure in lakhs)
Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from operations	44,271.74	41379.39
Other Income	196.83	160.64
Total Revenue	44468.57	41540.03
Profit before tax and Exceptional Items	1831.20	1538.08
Less: Exceptional Items	--	--
Profit before Taxation	1831.20	1538.08
-Current Tax	476.01	397.95
-Deferred Tax	(19.06)	(14.50)
-Income tax of earlier years	(7.46)	2.88
Net Profit/ (Loss) For the Year	1381.71	1151.75
Other Comprehensive Income for the Year, Net of Tax	(3.21)	0.39
Total Comprehensive Income for the Year	1378.50	1152.14
* Figures regrouped wherever necessary

The company has disclosed its results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Company''s website https://bhatiamobile.com/financial-report/

3. ROAD AHEAD

Our vision of becoming one of the top retail mobile chains and moving towards sustainable growth. Our priorities are as follows:

â¢ Focus on increasing outlets with multiple products

â¢ Maintaining Price Competitiveness

â¢ Technology enabled inventory management system

â¢ Cross promotion through intelligent marketing

â¢ Moving up the value chain Expanding the product line under own brand

4. DIVIDEND

The Board is pleased to recommend a dividend of 1% i.e. Re. 0.01 per equity share for the financial year 202425. The dividend if approved by the members will be paid to the members within time limit defined in the Companies Act, 2013.

5. UNCLAIMED DIVIDEND

As on 31 March 2025 the Company''s unclaimed dividend balance was Rs. 75,000/-.

6. TRANSFER TO RESERVES

During the year under review, no amount was transferred to any Reserve.

7. SHARE CAPITAL

The Paid-up Share Capital as on March 31, 2025 was Rs. 1251.52 lakhs.

On 11^th September, 2024, the Company had issued and allotted 1,55,00,000 convertible warrants on preferential basis to the persons covered under promoter group and identified non-promoter persons at an issue price of Rs. 23.75/- out of which 25% upfront money i.e. 5.9375/- per warrant has already been received by the Company, the balance 75% payment against the warrant has to be received within 18 months from the date of allotment. On receipt of full amount of warrant issue price, the warrants will be converted into 1,55,00,000 fully paid up equity share capital. Apart from this the Company has not issued any shares with different rights, sweat equity shares or employee stock options.

As on March 31, 2025, 100% of the total paid-up capital of the Company stands in the dematerialized form.

8. SUBSIDIARIES AND ASSOCIATES

As on March 31, 2025, the Company did not have any Subsidiary/ Associate Company.

9. MATERIAL CHANGES

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

10. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been no change in the business of the company or in the nature of Business carried by the company during the financial year under review.

11. STATUTORY INFORMATION

The Company is engaged into the retail distribution business of mobile handsets, tablets, data-cards, Television, mobile accessories, mobile related products. Apart from this business, the Company is not engaged in any other business/activities.

12. DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in nature.

14. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mrs. Kamleshkumari Harbanslal Bhatia (DIN: 02066517), Director of the Company, retire by rotation and is being eligible has offered herself for re-appointment at the ensuing Annual General Meeting. Company''s policy on directors'' appointment and remuneration is available on the website of the company at https://bhatiamobile.com/policies/

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The List of board of Directors and Key Managerial Personnel (KMP) for the F.Y. 2024-25 is as follow:

Name of Directors

Category & Designation

Appointment

date

Change in Designation

Resignation

Date

Mr. Sanjeev Harbanslal Bhatia

Executive Managing Director

25.03.2008

05.01.2018

Mr. Nikhil Harbanslal Bhatia

Executive Whole Time Director

01.04.2008

05.01.2018

Mrs. Kamleshkumari Harbanslal Bhatia	Non-Executive Director	30.03.2020	18.09.2020	-
Mr. Arpit Arunkumar Jain	Non-Executive Independent Director	05.01.2018	-	-
Mrs. Rashmi Kapil Arora	Non-Executive Independent Director	05.01.2018	-	-
Mr. Rachit Naresh Narang	Non-Executive Independent Director	05.01.2018	-	-
Mr. Ravindra Arunrao Sojal	Chief Financial Officer	05.01.2018	-	-
Mr. Kaushik Haribhai Vegad	Company Secretary	31.01.2024	-	-

15. EXTRACT OF ANNUAL RETURN

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued. The Annual Return for FY 2024-25 is uploaded on the website of the Company and the same is available at https: //bhatiamobile.com/annual-report/

16. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Your Board endeavors that all contracts/arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm''s length basis only.

During the year under review the Company had not entered into transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on Related Party Transactions is uploaded on the website of the company. The web link is https: //bhatiamobile.com/policies/

Further, all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, hence, disclosure in Form No. AOC-2 is not applicable to the company. The related party transactions entered into by the company are disclosed in the note 27 in the financial statements forming part of the Annual Report.

17. NUMBER OF MEETING HELD DURING THE YEAR:

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their detailed composition along with their attendance forms the part of Corporate Governance Report as given in Annexure I. The composition of the Board and its committee is also available on the website of the company at https: //bhatiamobile.com/management/

The following Meetings of the Board of Directors were held during the Financial Year 2024-25:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	29/05/2024	6	6
2.	20/07/2024	6	6
3.	02/08/2024	6	6
4.	13/08/2024	6	6
5.	11/09/2024	6	6
6.	20/09/2024	6	6
7.	13/11/2024	6	6
8.	01/01/2025	6	6
9.	14/02/2025	6	6
10.	27/03/2025	6	6

18. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition, if any, is given in Annexure I in the Corporate Governance Report.

19. LOANS, GUARANTEES AND INVESTMENT

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

20. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013. There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

All the independent directors have cleared "Online Self-Assessment Test" examination with the Indian Institute of Corporate Affairs at Manesar.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 14^th February, 2025 and 27^th March 2025 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

22. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https: / /bhatiamobile.com/ policies/

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departments;

B. That 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 if the Company at the end of the financial year and of the profit and loss of the Company for that period;

C. That the directors had 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 for preventing and detecting fraud and other irregularities;

D. That the directors had prepared the annual accounts on a going concern basis; and

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

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

24. ANNUAL EVALUATION

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like decision making, participation in meeting, overall performance, etc. In addition, the chairman was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 14^th February, 2025 and 27^th March, 2025.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

25. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year, no reportable material weakness in the design or operation were observed.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board''s report. The detailed report forms part of Independent Auditors Report.

27. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - I. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of energy, Technology absorption, Foreign exchange earnings and outgo are given below:

A. CONSERVATION OF ENERGY

i. The steps taken or impact on conservation of energy: Nil

ii. The steps taken by the Company for utilizing alternate sources of energy: NA

iii. The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption: NA

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: NA

iii. In case of imported technology (imported during last three years reckoned from the beginning of the financial year): NA

iv. The expenditure incurred on research & development during the year: NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earnings and expenditure of your Company: Nil

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014; the Board has undertaken the CSR activities as per Rule 4 of Companies (Corporate Social Responsibility Policy) Rules, 2014. The details of CSR activities for the financial year 2024-25 forms part of this Board report in Annexure - II

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure - III.

31. STATUTORY AUDITORS

The Members at the 13th Annual General Meeting of the Company held on September 22, 2021, had appointed M/s. R P R & Co., Chartered Accountants (Firm Registration No. 131964W) as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the 13^th Annual General Meeting until the conclusion of the 18^th Annual General Meeting. Thus, no further action is required in this regard.

32. INTERNAL AUDITOR

Your board has appointed Mr. Abhishek Mittal, Chartered Accountant, as an internal auditor of the company for the financial year commencing from 1st April, 2024 to 31st March, 2025. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on half yearly basis. The scope of Internal audit is approved by the Audit Committee.

The Company has reappointed Mr. Abhishek Mittal, Chartered Accountant as an internal auditor of the company for financial year 2025-26 in the Board meeting held on 26^th May, 2025 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company. Internal Auditors are appointed by the Board of Directors of the Company, based on the recommendation of the Audit Committee.

33. SECRETERIAL AUDITOR

Your board has appointed Mr. Bhaveshkumar Arjunkumar Rawal, Practicing Company Secretary, as Secretarial Auditor of the company for the financial year commencing from 1st April, 2024 to 31st March, 2025.

Your board, based on the recommendation of Audit Committee, proposed for the approval of members in this Annual General Meeting, appointment Mr. Bhaveshkumar Arjunkumar Rawal, Company Secretary in practice, (FCS: 8812, COP: 10257) and a Peer Reviewed Company Secretary, as the Secretarial Auditor of the company, for performing Secretarial Audit of the company for a period of five consecutive years commencing from April 01, 2025 till March 31, 2030 in accordance with the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect from April 01, 2025.

The secretarial report for the financial year 2024-2025 is attached as Annexure-IV. The Secretarial Auditor''s observation(s) in secretarial audit report and directors'' explanation thereto -

â¢ Due to typographical error, the number of independent directors attending the Stakeholders

Relationship Committee meeting dated 29-05-2024 and 02-08-2024 was incorrectly mentioned as 3 instead of 2 in corporate governance report filed for quarter ended 30-09-2024. The management hereby assures that they will be more vigilant and aware that the such typographical errors does not happen.

34. COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

35. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per Annexure - V.

The detailed remuneration policy of the Company is available on the below link:https: //bhatiamobile.com/policies/

36. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s business. Risk Management is a structured approach to manage uncertainty. An enterprise-wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Structure, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process over the period of time will become embedded into the Company''s business system and processes, such that our responses to risk remain current and dynamic. The detailed Statement on Risk Management has been attached in Annexure - VI.

37. CEO/ CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2024-2025. The certificate received from CFO is attached herewith as per Annexure - VII.

38. CODE OF CONDUCT

Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel from January 19, 2018. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per

Annexure - VIII.

Code of Conduct form Board of Directors and Senior Management Personnel is available on bhatiamobile.com/policies/

39. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. At Bhatia, Company''s core business objective is to achieve growth with transparency, accountability and with independency. Company has adopted various corporate governance standard and doing business in ethical way by which Company has enhance stakeholders'' trust, shareholders'' wealth creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s R P R & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure - IX.

40. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Bhaveshkumar Arjunkumar Rawal, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the Directors on the Board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure X.

41. SEXUAL HARASSMENT OF WOMEN

Our company goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.

The Internal Committee (IC) has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members from NGOs or with relevant experience. Half of the total members of the IC are women. The role of the IC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

The Company did not receive any complaints on sexual harassment during the year 2024-25 and hence, no complaints remain pending as of 31st March, 2025.

42. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

43. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

44. MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

45. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at bhatiamobile.com /policies/

46. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities.

We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of Company.

47. INSURANCE

All the properties and the insurable interest of the company including building and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

48. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

49. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

Mar 31, 2024

The Directors have immense pleasure in presenting the 16^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

STATE OF COMPANY''S AFFAIRS

During the financial year ended 31^st March 2024, your company has recorded a total revenue of Rs. 41540.03 lakhs against Rs. 34474.43 lakhs in the previous year, representing an increase of 20.50%. During the year, the company has incurred Profit of Rs. 1151.75 lakhs as compared to profit of Rs. 848.63 lakhs in the previous year representing an increase of 35.72%. A detailed analysis on the Company''s performance is included in the "Management''s Discussion and Analysis" Report, which forms part of this Report.

FINANCIAL PERFORMANCE

Financial performance of the Company for Financial Year 2023-24 is summarized below:

(Figure in Lakhs)
Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Revenue from operations	41379.39	34241.90
Other Income	160.64	232.52
Total Revenue	41540.03	34474.43
Profit before tax and Exceptional Items	1538.08	1131.54
Less: Exceptional Items	--	--
Profit before Taxation	1538.08	1131.54
-Current Tax	397.95	292.18
-Deferred Tax	(14.50)	(9.95)
-Income tax of earlier years	2.88	0.67
Net Profit/ (Loss) For The Year	1151.75	848.63
Other Comprehensive Income for the Year, Net of Tax	0.39	2.20
Total Comprehensive Income for the Year	1152.14	850.83
* Figures regrouped wherever necessary

ROAD AHEAD

Our vision of becoming one of the top retail mobile chains and moving towards sustainable growth. Our priorities are as follows:

â¢ Focus on increasing outlets with multiple products

â¢ Maintaining Price Competitiveness

â¢ Technology enabled inventory management system

â¢ Cross promotion through intelligent marketing

â¢ Moving up the value chain Expanding the product line under own brand DIVIDEND

The Board is pleased to recommend a dividend of 1% i.e. Re. 0.01 per equity share for the financial year 202324. The dividend if approved by the members will be paid to the members within time limit defined in the Companies Act, 2013.

UNCLAIMED DIVIDEND

As on 31 March 2024 the Company''s unclaimed dividend balance was Rs. 63,332/-.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to any Reserve.

SHARE CAPITAL

The Paid-up Share Capital as on March 31, 2024 was Rs. 1251.52 Lacs. During the Year, the Company has neither issued any shares nor has granted stock options or sweat equity. As on March 31, 2024, 100% of the total paid-up capital of the Company stands in the dematerialized form.

SUBSIDIARIES AND ASSOCIATES

As on March 31, 2024, the Company did not have any Subsidiary/ Associate Company.

MATERIAL CHANGES

CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been no change in the business of the company or in the nature of Business carried by the company during the financial year under review.

STATUTORY INFORMATION

DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013.

Details of money received from Directors
S. No.	Name of Directors	O/S amount as on year end
1.	Sanjeev Harbanslal Bhatia	40,06,654

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in nature.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sanjeev Harbanslal Bhatia (DIN: 02063671), Managing Director of the Company, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Company''s policy on directors'' appointment and remuneration is available on the website of the company at https:/ /bhatiamobile.com/policies/

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The List of board of Directors and Key Managerial Personnel (KMP) for the F.Y. 2023-24 is as follow:

Name of Directors	Category & Designation	Appointment date	Change in Designation	Resignation Date
Mr. Sanjeev Harbanslal Bhatia	Executive Managing Director	25.03.2008	05.01.2018	-
Mr. Nikhil Harbanslal Bhatia	Executive Whole Time Director	01.04.2008	05.01.2018	-
Mrs. Kamleshkumari Harbanslal Bhatia	Non-Executive Director	30.03.2020	18.09.2020	-

Mr. Arpit Arunkumar Jain	Non-Executive Independent Director	05.01.2018	-	-
Mrs. Rashmi Kapil Arora	Non-Executive Independent Director	05.01.2018	-	-
Mr. Rachit Naresh Narang	Non-Executive Independent Director	05.01.2018	-	-
Mr. Ravindra Arunrao Sojal	Chief Financial Officer	05.01.2018	-	-
Mr. Nikunj Omprakash Agarwal	Company Secretary	02.05.2023	-	31.01.2024
Mr. Kaushik Haribhai Vegad	Company Secretary	31.01.2024	-	-

EXTRACT OF ANNUAL RETURN

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued. The Annual Return for FY 2023-24 is uploaded on the website of the Company and the same is available at https:/ /bhatiamobile.com/annual-report/

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Further all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis are attached herewith in Form No. AOC-2 in Annexure I.

NUMBER OF MEETING HELD DURING THE YEAR:

The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their detailed composition along with their attendance forms the part of Corporate Governance Report as given in Annexure II. The composition of the Board and its committee is also available on the website of the company at https://bhatiamobile.com/management/

The following Meetings of the Board of Directors were held during the Financial Year 2023-24:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	02-05-2023	6	6
2.	20-05-2023	6	6
3.	29-05-2023	6	6
4.	15-06-2023	6	6
5.	14-08-2023	6	6
6.	17-08-2023	6	6
7.	07-11-2023	6	6
8.	01-12-2023	6	6
9.	15-12-2023	6	6
10.	02-01-2024	6	6
11	31-01-2024	6	6
12.	12-02-2024	6	6
13.	21-02-2024	6	6

COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if any is given in Annexure II in the Corporate Governance Report.

LOANS, GUARANTEES AND INVESTMENT

With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and investments made under section 186 of the Companies Act, 2013 are as under:

Sr.

No.

Date of Transaction

Name of the Company

Purpose of Transaction

Amount involved in Transaction

Various Dates

Manasi Sarees Private Limited

Loan for business development

2,64,57,510

Various Dates

Suncare Traders Limited

Loan for business development

3,17,42,352

DECLARATION BY INDEPENDENT DIRECTORS

All the independent directors have cleared "Online Self-Assessment Test" examination with the Indian Institute of Corporate Affairs at Manesar.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 21^st February, 2024 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departments;

D. That the directors had prepared the annual accounts on a going concern basis; and

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

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

ANNUAL EVALUATION

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board'' report. The detailed report forms part of Independent Auditors Report.

CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - II. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

With reference to Section 134(3)(m) of the Companies Act, 2013, the details of conservation of energy, technology absorption and foreign exchange earnings are as per Annexure - III.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Responsibility Policy) Rules, 2014. The details of CSR activities for the financial year 2023-24 forms part of this Board report in Annexure - IV

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure - V.

STATUTORY AUDITORS

The Members at the 13th Annual General Meeting of the Company held on September 22, 2021, had appointed M/ s. R P R & Co., Chartered Accountants (Firm Registration No. 131964W) as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the 13^th Annual General Meeting until the conclusion of the 18^th Annual General Meeting. Thus, no further action is required in this regard.

INTERNAL AUDITOR

The Company has appointed Mr. Abhishek Mittal, Chartered Accountant as an internal auditor of the company for financial year 2024-25 in the Board meeting held on 29^th May, 2024 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company. Internal Auditors are appointed by the Board of Directors of the Company, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

SECRETERIAL AUDITOR

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as secretarial Auditor of the company for the term of 5(Five) years commencing from 1st April, 2024 to 31st March, 2029. The secretarial report for the financial year 2023-2024 is attached as Annexure-VI. Report of secretarial auditor is selfexplanatory and need not any further clarification.

COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The detailed remuneration policy of the Company is available on the below link: https://bhatiamobile.com/policies/

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s business. Risk Management is a structured approach to manage uncertainty. An enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Structure, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews. The risk management process over the period of time will become embedded into the Company''s business system and processes, such that our responses to risk remain current and dynamic. The detailed Statement on Risk Management has been attached in Annexure - VIII.

CEO/ CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2023-2024. The certificate received from CFO is attached herewith as per Annexure - IX.

CODE OF CONDUCT

Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel from January 19, 2018. During the year, Board of Directors and Senior Management

Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure - X.

Code of Conduct form Board of Directors and Senior Management Personnel is available on below link: https://bhatiamobile.com/wp-content/uploads/2022/04/Code-of-Conduct-1.pdf

COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATEGOVERNANCE:

A certificate received from M/ s R P R & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure - XI.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the Directors on the Board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure XII.

SEXUAL HARASSMENT OF WOMEN

The Company did not receive any complaints on sexual harassment during the year 2023-24 and hence, no complaints remain pending as of 31st March, 2024.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

MAINTENANCE OF COST RECORDS

PREVENTION OF INSIDER TRADING

The Company has adopted a Code Of Internal Procedures And Conduct For Regulating, Monitoring And Reporting Of Trading By Insiders And Code Of Practices And Procedures For Fair Disclosure Of Unpublished Price Sensitive with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at https://bhatiamobile.com/policies/

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of Company.

INSURANCE

APPRECIATION

ACKNOWLEDGEMENT:

Mar 31, 2018

The directors are please to present their Annual Report along with the Audited statement of Accounts for the year ended on 31^st March, 2018.

FINANCIAL RESULTS & PERFORMANCE

(Rs. in Lakhs)

Particulars	For the year ended	For the year ended
	31-03-2018*	31-03-2017*
Revenue from operations	15512.53	12433.11
Other Income	1189.46	915.97
Total Revenue	16701.99	13349.08
Profit before tax and Exceptional Items	542.02	76.63
Exceptional Items	0	0
Profit before Taxation	542.02	76.63
-Current Tax	188.98	23.55
-Deferred Tax	(5.01)	0.36
-Income tax of earlier years	0.48	0
Net Profit/ (Loss) For The Year	357.58	52.73

* Figures regrouped wherever necessary.

The Company discloses financial results on half yearly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Company''s websitewww.bhatiamobile.com.

FINANCIAL PERFORMANCE:

During the year, Your Company recorded total revenue of 15,512.53 Lacs during the current financial year as compared to total revenue of 12,433.11 Lacs in financial year 2016-17 and Profit before Tax for the year 201718 stood at 542.02 Lacs as compared to Profit before tax of 76.63 Lacs in financial year 2016-17. Profit after Tax for the current year stood at 357.58 Lacs as compared to Profit after Tax of 52.73 Lacs. A detailed analysis on the Company''s performance is included in the "Management''s Discussion and Analysis" Report, which forms part of this Report.

ROAD AHEAD:

Our vision of becoming one of the top retail mobile chains and moving towards sustainable growth. Our priorities are as follows:

- Focus on increasing same stores sales growth

- Scaling up the retail presence by adding 50 retail stores in FY19

- Maintaining Price Competitiveness

- Technology enabled inventory management system

- Cross promotion through intelligent marketing

- Moving up the value chain - Expanding the product line under own brand

We are very excited to enter into the new phase of growth and will continue to invest in our capabilities to increase our presence prudently and create value for the shareholders. I would like to be thankful to the entire stakeholder for being part of the journey.

DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company require funds for its business expansion. Your Directors are unable to recommend any dividend for the year ended 31st March, 2018

UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

TRANSFER TO RESERVE

Company has not transferred any amount from profit to general reserve.

LISTING ON SME PLATFORM OF BSE LIMITED:

Yours Directors are pleased to inform you that your Company has got listed its securities on the SME Platform of the BSE Limited on 21st February, 2018.

MATERIAL CHANGES

There are no Material change occurred between the end of the financial year of the company to which the financial statements related and the date of the report, which is affecting the financial position of the company.

STATUTORY AUDITORS

M/s. R. Kejriwal & Co., Chartered Accountants (having Firm Registration No 133558W) are Statutory Auditors of the Company, who were appointed in AGM held on 30.09.2014 holds office until the conclusion of the 11th Annual General Meeting. The Company has received letter from M/s R. Kejriwal & Co., Chartered Accountants, to the effect that their re-appointment as Statutory Auditors of the Company from the conclusion of 6th Annual General Meeting until the conclusion of the 11th Annual General Meeting of the Company, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141of the Companies Act 2013.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure - 1)

COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Harbanslal Brijlal Bhatia (DIN: 02063751), Executive Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following changes have been made to the Directors and KMP of the Company during the year:

Name of Directors	Category & Designation	Appointment	Change in Resignation
		Date	Designation Date
Mr Sanjeev Harbanslal	Executive Managing	25.03.2008	05.01.2018 -
Bhatia	Director
Mrs. Garima Nikhil Bhatia	Executive Whole Time Director	01.04.2008	01.04.2013 05.01.2018
Mr. Arpit Arunkumar	Non-Executive	05.01.2018	_{- -}

Jain			Independent Director
Mrs. Rashmi Kapil			Non-Executive	05.01.2018	-	-
Arora			Independent Director
	Mr. Rachit	Naresh	Non-Executive	05.01.2018	-	-
	Narang		Independent Director
Mr.Ravindra		Arunrao	Chief Financial Officer	05.01.2018	-	-
Sojal
	Ms. Avani Karansingh		Company Secretary	11.11.2017	-	-
	Chaudhari

RELATED PARTY TRANSACTION

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arm''s length basis. Details of the related party transactions made during the year are attached as Annexure-2 in form AOC-2 for your kind perusal and information.

NUMBER OF MEETING HELD DURING THE YEAR:

The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Annexure 3 in the Corporate Governance Report.

DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013.

LOANS, GUARANTEES AND INVESTMENT

With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and investments made under section 186 of the Companies Act, 2013 are as under:

Sr.	Date of	Name of the Company	Purpose of Transaction	Amount involved in
No.	transaction			Transaction
1	Current Year	Suncare Traders Limited	Loan for business	2,36,27,936
			development

DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

VIGIL MECHANISM

The Company has established a Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or policy. The detailed Whistle Blower Policy & Vigil Mechanism available on below link:http://bhatiamobile.com/wp-content/uploads/2018/05/Vigil-Mechanism-Whistle-Blower-Policy.pdf

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s business. Risk Management is a structured approach to manage uncertainty. An enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process over the period of time will become embedded into the Company''s business system and processes, such that our responses to risk remain current and dynamic.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departments;

D. That the directors had prepared the annual accounts on a going concern basis; and

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

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

BOARD EVALUATION

The performance evaluation of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as participation in strategy formulation and decision making; participation in Board and Committee meetings; Directions, views and recommendations given to the Company etc.

The board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The companies act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board'' report. The detailed report forms part of Independent Auditors Report.

CORPORATE GOVERNANCE:

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - 3.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

With reference to Section 134(3) (m) of the Companies Act, 2013, the details of conservation of energy, technology absorption and foreign exchange earnings are as per Annexure - 4.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the year 2017-18.

The applicability of CSR committee arises after the financial year ended 31.03.2018, so the company will make a committee and policy for proper compliance of the Corporate Social Responsibility.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure - 5.

SECRETERIAL AUDITOR

Your board has appointed PCS Ranjit Kejriwal, as secretarial Auditor of the company for the period of 5 consecutive years starting from financial year 2016-17. The secretarial report for the financial year 2017-18 is attached as Annexure-6. Report of secretarial auditor is self-explanatory and need not any further clarification.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per Annexure - 7.

CEO/ CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2017-18. The certificate received from CFO is attached herewith as per Annexure - 8.

CODE OF CONDUCT

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel from February 15, 2018. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. Code of Conduct form Board of Directors and Senior Management Personnel effective from February 15, 2018 is available on below link:http://bhatiamobile.com/wp-content/uploads/2018/08/Code-of-Conduct.pdf

CORPORATE GOVERNANCE

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. At Bhatia, Company''s core business objective is to achieve growth with transparency, accountability and with independency. Company has adopted various corporate governance standard and doing business in ethical way by which Company has enhance stakeholders trust, shareholders wealth creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s R. Kejriwal & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure - 9.

SHARE CAPITAL

During the year, Company increased its authorized share capital from Rs. 60,00,000/- (Rupees Sixty Lakhs) to Rs. 7,00,00,000/- (Rupees Seven Crore).

During the year, Company converted its 37500 5% Non Cumulative Fully Convertible Preference shares into 37500 fully paid up equity shares. The company have issue 43,05,000 Equity Shares by bonus shares.

The Company had came out with a Initial public offer of 16,50,000 equity shares comprising fresh issue of 14,00,000 equity shares for Rs. 150 each including a share premium of Rs. 140 per equity shares and offer for sale of 2,50,000 equity shares by Mr. Sanjeev Bhatia. All the equity shares issued above are listed on BSE SME, Mumbai. Apart from this Company has not issued any shares with different rights, sweat equity shares or employee stock options.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company.

SEXUAL HARASSMENT OF WOMEN

Your company adopted policy of "Prevention of Sexual Harassment of Women at Workplace". There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

The company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your director''s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MAINTENANCE OF COST RECORDS

STATUTORY INFORMATION

The Company being basically engaged into the retail and whole sell distribution business of mobile handsets, tablets, data-cards, mobile accessories, mobile related products and is the member of BSE SME Platform. Apart from this business, the Company is not engaged in any other business/activities.

DISCLOSURE REGARDING UTILIZATION OF IPO FUNDS:

The details regarding the funds utilized by the company from proceeds of IPO upto 31.03.2018 is attached herewith as Annexure 10

INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

APPRECIATION

ACKNOWLEDGEMENT:

Place: Surat For the Board of Director

Date: 16.08.2018 Bhatia Communications & Retail (India) Limited

Sd/- Sd/-

Sanjeev Harbanslal Bhatia Harbanslal Brijlal Bhatia

Managing Director Whole-time Director

DIN:02063671 DIN:02063751

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