Directors Report of Bikewo Green Tech Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 09th Annual Report on the business and operations of the company together with the audited Financial Statements along with the report of Auditors for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE
The Financial Results and performance of your Company for the year ended 31st March, 2025 are summarized below; (Rs. In Lacs)
Particulars	Current Year	Previous Year
	2024-25	2023-24
Turnover	2351.96	2498.78
Other Income	11.21	15.43
Total Income	2363.17	2514.21
Profit Before Exceptional Item and Tax	88.02	232.90
Exceptional Item	0	0
Profit Before Tax	88.02	232.90
Less: Provision for Tax
- Current	20.30	55.30
Earlier year taxes	6.76	0
MAT credit	0	0
- Deferred	(4.82)	10.39
Profit After Tax	65.78	167.21
Earnings Per Share (EPS - Amt in Rs.)	0.59	2.51

PERFORMANCE SUMMARY AND STATE OF AFFAIRS:

For the Financial year 2024-25, your company recorded a turnover of Rs. 2351.96 Lacs and earned a net profit of Rs.65.78 Lacs as compared to the previous year''s 2023-24 turnover of Rs.2498.78 Lacs and net profit of Rs.167.21 Lakhs. As a result, the Earning per share(EPS)for the FY 2024-25, stood at Rs. 0.59 per share as compared to the previous year''s EPS of Rs.2.51 per share.

TRANSFER TO RESERVES:

We do not propose any amount to be transferred to the Reserves for the current Financial Year.

MATERIAL CHANGES AND COMMITMENTS:

Except as discussed elsewhere in this Report, there have been no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report.

LISTING INFORMATION:

The Equity Shares in the Company are listed with NSE EMERGE Platform and in dematerialized form. The ISIN No. of the Company is INE0SQH01013.

NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the FY ended 31^st March, 2025. DIVIDEND:

Your Board of Directors have decided to adopt a cautious approach and preserve the reserves within the company. In this backdrop, the Board of Directors felt it prudent not to recommend any dividend for the financial year ended 31^st March,2025.

CAPITAL STRUCTURE:

The capital structure of the Company as on March 31, 2025 stands as mentioned below:

Sl. No.	Particulars	As on 31st March, 2025 (Amt. in Rs.)
1	Authorised Capital	14,00,00,000
	1,40,00,000 Equity Shares of Rs.10 each
2	Issued, Subscribed & Paid up Capital	13,04,32,500
	1,30,43,250 Equity Shares of Rs.10 each

During the financial year under review, the paid-up share capital of the company increased from Rs. 9,15,72,500/- consisting of 91,57,250 equity shares of Rs. 10/- each to Rs. 13,04,32,500/- consisting of 1,30,43,250 equity shares of Rs. 10/- each according to allotment of 38,86,000 equity shares of Rs. 10/-each at a price of Rs. 62 per Equity Share, Listed on 27th September 2024 under an Initial Public Offer (“IPO”) of the Company.

• The company has not bought back any of its securities.

• The Company has not issued any Sweat Equity Shares.

• No Bonus shares were issued during the year.

• Company has not issued any Preference shares/Debentures.

• Has not provided any Stock Option Scheme

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors is duly constituted and has an optimum combination of both executive and non-executive directors.

Executive Directors:
DIN	Name		Designation
07840019	Mr. Manideep Katepalli		Chairman & Managing Director
10863073	Mr. Bhanu Prakash Dharmavarapu (w.e.f 25/04/2025)		Whole Time Director
02331058	Mr. Rammohan Thammineni (Upto 25/04/2025)		Whole Time Director
Other Directors:
DIN	Name	Designation
10155271	Mr. Rajesh Pamarti	Non-Executive Independent Director
07197614	Mrs. Archana Devi Raj	Non-Executive Independent Director
07990649	Mr. Jignesh Purshottam Bellani	Non-Executive Independent Director
10390234	Ms. Taj Unnissa Begum	Non-Executive Non Independent Director
00823079	Mr. Varun Jain	Non-Executive Non Independent Director

Key Managerial Personnel (other than mentioned above):
Name	Designation
Mr. Sivaji Dusari	Chief Financial Officer
Ms. Rakshita Agarwal	Company Secretary and Compliance Officer

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Manideep Katepalli (DIN: 07840019), Managing Director retires by rotation in the ensuing AGM and being eligible offers himself for reappointment.

Mr. Rammohan Thammineni (DIN: 02331058) was resigned to the office of Whole Time Director on 25^th Day of April, 2025.

Further, Mr. Bhanu Prakash Dharmavarapu (DIN: 10863073) was appointed as the Whole Time Director of the company as on 25^th day of April, 2025.

DECLARATION BY INDEPENDENT DIRECTORS:

In the opinion of the Board, both the Independent Directors of your Company possess integrity, experience, expertise, and the requisite proficiency required under all applicable laws and the policies of your Company.

Both the Independent Directors have given declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of your Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, both the Independent Directors of your Company have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Independent Directors of your company have duly met during the year (on 14.02.2025) to discuss the performance of the Non-Independent Directors and the board as whole. both the independent Directors were present during the meeting.

CODE OF CONDUCT OF INDEPENDENT DIRECTORS:

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website https://bikewo.in/

COMPOSITION OF BOARD COMMITTEES:

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compositions of committees of the Board are hereunder:

Audit Committee
Mr. Rajesh Pamarti	Chairman
Ms. Archana Devi Raj	Member
Mr. Jignesh Purshottam Bellani	Member

Nomination and Remuneration Committee
Mr. Rajesh Pamarti	Chairman
Ms. Archana Devi Raj	Member
Mr. Jignesh Purshottam Bellani	Member
Stakeholders'' Relationship Committee
Mr. Rajesh Pamarti	Chairman
Ms. Archana Devi Raj	Member
Mr. Jignesh Purshottam Bellani	Member

BOARD EVALUATION:

As required by the Companies Act, 2013, and the Listing Regulations, an annual performance evaluation of the Board is conducted to enhance the effectiveness of the Board and its Committees. This year, the internal Board Evaluation cycle was completed, encompassing the assessment of the Board as a whole, its committees, and peer evaluation of directors. The Chairman of the Nomination and Remuneration Committee led this process. The evaluation focused on various aspects of Board and Committee functioning, such as composition, experience, competencies, special duties, obligations, and governance issues.

The evaluation concluded that the Board is functioning cohesively and is well-engaged with diverse perspectives. Additionally, a performance evaluation was conducted for Mr. Manideep Katepalli, who is retiring by rotation and has offered himself for reappointment.

Further, the performance of the Independent Directors was evaluated by the entire Board of Directors and all the Independent Directors fulfill the independence criteria and are independent of the management as set out in the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Directors and Non-Executive Director who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION, ETC.,

The Policy for selection of Directors including qualifications, positive attributes and independence of a director evaluation mechanism has been revised and adopted by the Board.

The following policies, are is Available in the Company Website i.e. https://bikewo.in/

a) Policy for selection of Directors including qualifications, positive attributes and independence of a director evaluation mechanism.

b) Remuneration Policy for Directors, Key managerial Personnel and other employees. Further, it is confirmed that the Company has not paid any remuneration to its Non-Executive Directors, apart from the Sitting Fee for each Meeting of the Board / Committee attended by them.

Further, the Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non -Executive Directors of the Company within the overall limits approved by the shareholders, if any.

MEETINGS OF THE BOARD OF DIRECTORS:

The meetings of the Board are scheduled at regular intervals to discuss the business performance, policies, strategies and other matters and undertake statutory matters in terms of Companies Act and SEBI Listing Regulations.

The Board has duly met 6 times during the Financial Year 2024-25, i.e.; 04th April, 2024, 18th July, 2024, 11th September, 2024, 25th September, 2024, 13th November, 2024, 14th February, 2025

Name	Designation	No. of Board Meetings attended / held
Mr. Manideep Katepalli	Chairman & Managing Director	6 out of 6
Mr. Bhanu Prakash Dharmavarapu (w.e.f 25.04.25)	Whole Time Director	Not Applicable
Mr. Rama Mohan Thammineni (Upto 25.04.25)	Whole Time Director	6 out of 6
Mr. Rajesh Pamarti	Independent Director	6 out of 6
Ms. Archana Devi Raj	Independent Director	6 out of 6
Mr. Jignesh Purshottam Bellani	Independent Director	6 out of 6
Mr. Varun Jain	Non-Executive Director	6 out of 6
Ms. Taj Unnissa Begum	Non-Executive Director	6 out of 6

INTERNAL FINANCIAL CONTROL SYSTEMS:

The company has a comprehensive presence across India, with branch offices, warehouses, and hubs situated in various cities and towns. To manage this expansive network effectively, we have implemented robust policies and procedures designed to ensure stringent internal financial controls throughout the organization. These controls facilitate the orderly and efficient conduct of business by enforcing compliance with company policies, safeguarding assets, preventing and detecting fraud, providing error reporting mechanisms, ensuring the accuracy and completeness of accounting records, and supporting timely and reliable financial disclosures.

Internal Financial Controls are a key component of our Risk Management Process, specifically addressing financial and financial reporting risks. These controls are thoroughly documented, digitized, and integrated into our business processes. We assess their effectiveness through regular management reviews, control self-assessments, ongoing monitoring by functional experts, and testing by our Internal Auditor during audits. We are confident that these systems offer reasonable assurance that our Internal Financial Controls align with the needs and requirements of our organization.

AUDITORS:

Statutory Auditors & Their Report:

At the 08^th Annual General Meeting held on 31st day of August, 2024, the Members approved the reappointment of M/s. N G Rao & Associates, Chartered Accountants, Hyderabad (FRN: 009399S) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 13th AGM to be held in the year 2029.

Further the observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

There are no qualifications or adverse remarks in the Auditor''s Report.

Internal Auditors:

The Board of Directors, based on the recommendations of the Audit Committee, has appointed M/s. Kommula & Co, Chartered Accountants, Hyderabad, as the Internal Auditors of the Company, who is submitting its report on quarterly basis.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, read with the Rules made thereunder, and Regulation 24A of the Listing Regulations, the Company has appointed M/s P S Rao & Associates Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the FY 2024-25.

SEBI vide notification dated 12th December, 2024, amongst other, amended Regulation 24A of the Listing Regulations. The said amended Regulation 24A stipulates that listed companies and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit by a secretarial auditor who shall be a peer reviewed company secretary.

Further, as per Regulation 24A, the appointment/ re-appointment of an individual as a secretarial auditor cannot be for more than one term of five consecutive years and in case the secretarial auditor is a secretarial audit firm, it cannot be for more than two terms of five consecutive years and such an appointment/ reappointment shall be approved by the members of the company at its AGM.

In view of the aforesaid, the Board of Directors of the Company, on the recommendation of the Audit Committee at its meeting held on 22nd day of August, 2025 appointed M/s. PS. Rao and Associates, Company Secretaries (Peer Review No. 6678/2025 as the Secretarial Auditor of the Company, for a period of five consecutive financial years commencing from FY 2025-26 to the FY 2029-30, subject to approval of the Members of the Company at the forthcoming AGM.

The copy of Secretarial Audit Report is attached herewith and marked as Annexure - II.

COST RECORDS:

We confirm that the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 and hence accounts and records related thereto are not required to be made or maintained.

SECRETARIAL STANDARDS:

We confirm that applicable secretarial standards i.e., SS-1 and SS-2 relating to ''Meeting of the Board of Directors'' and ''General Meetings'' respectively, have been duly complied by the Company.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or any related party which may have a potential conflict with the interest of the Company at large.

Pursuant to the Company''s Policy, the Related Party Transactions, if any are placed before the Audit Committee and the Board for its respective approval.

The details of related party transactions which were entered into during the previous year''s/ current Financial Year are provided at Note No. 31 forming part of the Notes to Financial Statements.

During the FY 2024-25, no contracts / agreements /transactions, falling with in the purview of Section 188 of the Companies Act, 2013 have been entered into by the Company with its related party(ies), whether on arm''s length basis or not. Hence the question of reporting materially significant related party transactions, conflict of interest etc., does not arise.

INSURANCE:

All properties and insurable interests of the Company have been fully insured.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

DETAILS OF DIFFERENCE BETWEEN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKSOR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

Not applicable (As there were no instances of one-time settlement with the Banks or financialinstitutions during the year under review).

ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return inthe prescribed format i.e. Form MGT -7 along with attachments is placed on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has formalized the process and institutionalized ''Whistle Blower Policy'' within the Company. In terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets and other resources, to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

The details of the vigil mechanism are Available in the company website.

DEPOSITS:

Your Company has neither accepted nor repaid any deposits during the FY ended 31st March, 2025. Further, there were no outstanding deposits as at the beginning of the FY or at any time during the FY 2024. Hence, there are no details to be provided pursuant to Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014.

RISK MANAGEMENT:

We have a Risk Management Department in place whose primary role is to identify potential risks, develop compatible Risk Management Systems and framework or modify the existing ones to make the same adaptable and to mitigate the risk appropriately.

We have been following the principle of risk minimization vis a vis our business needs and the industry norms.

The Department has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company''s enterprise-wide risk management framework and (b) overseeing that all the risks that the organization faces such as financial, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and ensuring that there is an adequate risk management mechanism in place capable of addressing those risks. Further, it is entrusted with the additional task of evaluating pandemic related risks on real time basis keeping in view the impact thereof and the means of redressal.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company does not have any Subsidiary or Joint Venture or Associate Company as on the close of financial year under report and even as on date. However, in accordance with Section 136 of the Companies Act, 2013.

The policy on material subsidiaries as per SEBI (LODR) Regulations, 2015 as approved /reviewed by the Board is uploaded on the website of the Company and may be accessed at https://bikewo.in/

TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Not Applicable

MANAGEMENT DISCUSSION AND ANALYSIS:

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in Annexure - III to this Report.

CORPORATE GOVERNANCE:

The Company follows highest standards of Corporate Governance practices in its day-to-day conduct. Good Corporate Governance practices instills a culture of transparency, accountability and disclosure. Further, in view of the fact that your Company is a SME listed entity, no separate disclosures are being made as prescribed under Para-C of Schedule V to SEBI (LODR) Regulations, 2015.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Since the Company does not have any of its shares in the demat suspense account or unclaimed suspense account, there are no disclosures to be made as prescribed under Para-F of Schedule V to SEBI (LODR) Regulations, 2015.

DISPATCH OF ANNUAL REPORTS:

In compliance with the applicable provisions, we shall dispatch the Annual Report for the FY 2024-25 in electronic format to all our members whose e-mail addresses are registered and updated with our Registrar & Transfer Agents. To all the other members, the Annual Report willbe sent in physical format.

LISTING & TRADING:

Our Equity Shares are listed on NSE Emerge (SME platform of NSE India Limited, Mumbai). The listing fee for the financial year 2024-25 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2024-25.

Symbol: BIKEWO ISIN: INE0SQH01013

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is annexed herewith and marked as Annexure -IV (i).

We do hereby affirm that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, we do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2)(i) & (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e.Rs.8.5 lakhs per month or Rs.1.02 Crores per annum.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31st March, 2025 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are annexed herewith and marked as Annexure - IV (ii), which includes details of employee who was in receipt of remuneration in excess of that drawn by the Managing Director or Whole Time Director of the company pursuant to Rule 5(2)(iii) of the said Rules.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans and Investments made during the Financial Year ended March 31, 2024 and outstanding as on said date, covered under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements. Further, the Company has not given any guarantee(s) or provided any security as contemplated under the said provisions, during the Financial Year under review.

DEMATERIALIZATION OF SHARES:

The entire share capital of our Company is held in dematerialized mode as on 31st March, 2025. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations. Further, we confirm that there were no instances of fraud to be reported by the Auditors vide their Report for the FY 2024-25.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same;

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 profits of the company for the period;

iii. 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 assets of the company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively;

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

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENTAT WORK PLACE:

We strongly support the rights of all our employees to work in harassment - free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act”) and the Rulesmade thereunder. The policy aims to provide protection to employees at the workplace andprevent and redress complaints of sexual harassment and for matters connected orin-cidental thereto, with the objective of providing a safe working environment, whereemployees feel secure.

Further, we have in place a committee under the name and style “Internal Complaints Committee” in compliance of POSH Act, which looks into various matters concerningharassment, if any, against women at workplace, addresses concerns and complaints of sexual harassment and recommends appropriate action. The said Committee was reconstituted during the year under review. The revised composition of the said Committee is provided elsewhere in this Report.

We further confirm that during the year under review, there were no cases filed pursuant the said Act. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company, as the Company does not fall under the prescribed criteria of net worth, turnover or net profit. Accordingly, the Company has not constituted a CSR Committee and no amount is required to be spent on CSR activities during the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO/;

The particulars as prescribed pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are provided in Annexure - I to this Report.

WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely https://bikewo.in/ containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.

OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company''s operations in future.

COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of the Company. Company Secretary acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query to [email protected]

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company is registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. Your Company would like to inform you that it has not received any complaint on the SCORES during financial year 2024-25.

INDUSTRIAL RELATIONS:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

PREVENTION OF INSIDER TRADING:

Your company has adopted the “Code of Conduct on Prohibition of insider trading “and “Code of Conduct for Directors and Senior Management Personnel” for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFTER BALANCE SHEET DATE:

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

MATERNITY BENEFIT:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed

to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

MATERIAL CHANGES DURING THE YEAR:

There were no material changes during the year, which may have adverse effect on the operations of the Company.

ACKNOWLEDGEMENTS AND APPRECIATIONS:

At the outset, the Board of Directors and the management extend their hearty gratitude to all the employees, workers, drivers and support staff at all levels, who, have worked relentlessly for the growth of the Company. It was purely owing to their efforts that the Company feels bolstered to handle any challenge that it may have to face in the near future. Further, we wish to express our sincere appreciation towards all our customers, suppliers, banks, financial institutions, advisors, Government of India and Government Departments, concerned State Governments and other authorities for their sustained support and co-operation.

We also take on record the confidence and cooperation extended by our shareholders and other stakeholders.

---

Mar 31, 2024

Your Directors have pleasure in presenting their 8^th Annual Report together with the Audited
Financial Statements comprising Balance Sheet of the Company as at March 31, 2024,
Statement of Profit and Loss for the year ended March 31, 2024 and the Auditor’s Report
thereon.

Financial Summary:

Rs. In Lakhs

Particulars	2023-24	2022-22
Revenue From Operation	2498.78	2056.85
Other Income	15.43	5.01
Total Income	2514.21	2061.86
Expenses	2281.31	2050.18
Profit Before Tax	232.90	11.68
Tax Expenses	65.69	1.88
Net Profit	167.21	9.80

During the year under review, the aggregate earnings stood at Rs.2514.21 lakhs and the total
expenditure stood at Rs. 2281.31 lakhs. The year resulted in net profit of Rs.167.21 lakhs after
taxation. The surplus in Statement of Profit and Loss stood at Rs.167.21 lakhs as at 31.03.2024.
No amount has been carried to any Reserves for the financial year 2023-24 and the Company
did not declare any dividend on equity shares.

Material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the financial year to which the
financial statements relate and date of report.

There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the Financial Year 2023-24 to which the
Financial Statement relates and the date of the Report.

Change in nature of Business: During the year under review, there was no change in the
nature of the business of the Company.

Share Capital:

The paid-up equity capital of the company as on March 31, 2024 is Rs.9,15,72,500/- consisting
of 91,57,250 equity shares of Rs.10/- each. During the F.Y 2023-24 Four allotments have been
made as follows:

Sl.no	Type of Allotment	Date of Allotment	No. of Shares
1.	Preferential Allotment	13-10-2023	3,25,000
2.	Preferential Allotment	16-10-2023	3,34,700
3.	Preferential Allotment	29-11-2023	9,62,900
4.	Bonus Issue	05-12-2023	54,94,350

Dividend: No dividend has been recommended by the Board of Directors
for the Financial Year 2023-24.

Transfer to reserve: Your Directors do not propose to transfer any amount to general reserve.
Directors and Key Managerial Personnel:

The Board of directors of the Company has an optimum combination of Executive, Non¬
Executive and Independent Directors. The following are the Directors and Key Managerial
Personnel of the Company as at March 31, 2024.

SI. No.	Name of the Director	Designation
1.	Mr. Manideep Katepalli	Chairman & Managing Director
2.	Mr. Rama Mohan Thammineni	Whole-time Director
3.	Mr. Jignesh Purshottam Bellani	Independent Director
4.	Mrs. Archana Devi Raj	Independent Director
5.	Mr. Rajesh Pamarti	Independent Director
6.	Mr. Varun Jain	Non- Executive Non-Independent Director
7.	Ms. Taj Unnissa Begum	Non- Executive Non-Independent Director
8.	Mr. Sivaji Dusari	Chief Financial Officer
9.	Mrs. Rakshita Agarwal	Company Secretary and Compliance Officer

Changes in Directors or Key Managerial Personal:

During the year under review following were the changes in the composition of Directors /
Key Managerial Personnel:

1. Mr. Manideep Katepalli was appointed as Managing Director of the Company w.e.f.

20.11.2023.

2. Mr. Rama Mohan Thammineni was designated as Whole-Time Director of the
Company w.e.f. 20.11.2023.

3. Ms. Taj Unnisa Begum was appointed as Non- Executive Non-Independent Director
of the Company w.e.f. 20.11.2023.

4. Mr. Varun Jain was appointed as Non- Executive Non-Independent Director of the
Company w.e.f. 20.11.2023.

5. Mr. Pamarti Rajesh was appointed as Independent Director of the Company w.e.f.

20.11.2023.

6. Mr Satyapoorna Chander Yalamanchili resigned as the Director of the Company w.e.f.

29.11.2023.

7. Mrs. Upadhyayula Karuna Gayatri resigned as the Director of the Company w.e.f.

29.11.2023.

8. Mr. Sivaji Dusari was appointed as Chief Financial Officer of the
Company w.e.f. 20.12.2023.

9. Mrs. Archana Devi Raj was appointed as Independent Director of the Company w.e.f.

04.12.2023.

10. Mr. Allu Surendra was appointed as Independent Director of the Company w.e.f.
04.12.2023 and resigned on 16.01.2024

11. Mrs. Rakshita Agarwal was appointed as Company Secretary and Compliance Officer
of the Company w.e.f. 16.01.2024.

12. Mr. Jignesh Purshottam Bellani was appointed as Independent Director of the
Company w.e.f. 20.02.2024.

Directors retiring by rotation

Mr. Rama Mohan Thammineni, Whole-Time Director is liable to retire by rotation at the
ensuing 8^th annual general meeting and, being eligible, offered themselves for re-appointment.

Declaration from Independent Directors

The Company received declarations under section 149(6) from the Independent Directors
confirming that they meet the criteria of independence as prescribed under section 149(6) of
the Companies Act, 2013. The Company also received a declaration of compliance of sub-rule
(1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors)
Rules, 2014.

Number of Meetings of the Board: During the year 2023-24, the Board met 17 (Seventeen)
times on the following dates and the gap between each Board Meeting is within the prescribed
limit of 120 days:

Sl No	Date of the Meeting	Number of Directors attended
1	02.05.2023	3
2	26.05.2023	3
3	01.07.2023	3
4	14.07.2023	3
5	19.07.2023	3
6	24.07.2023	3
7	28.07.2023	3
8	08.09.2023	3
9	13.10.2023	3
10	16.10.2023	3
11	11.11.2023	3
12	14.11.2023	3
13	29.11.2023	5
14	05.12.2023	7
15	20.12.2023	7
16	16.01.2024	7
17	20.02.2024	7

Audit Committee:

Pursuant to provisions of Section 177 of the Companies Act, 2013, the Board of Directors
constituted the Audit Committee. The composition of the Audit Committee and the details of
the meetings attended by its members are given below:

Name of the Director	Category	Chairman / Member	Number of Meetings during the FY 2023-24
			Held	Entitled to attend	Attended
Mr. Jignesh Purshottam Bellani	Independent Director	Chairman	1	1	1
Mr. Rama Mohan Thammineni	Whole time Director	Member	1	1	1
Ms Taj Unnissa Begum	Non-Executive Non Independent Director	Member	1	1	1
Mr. Rajesh Pamarti	Independent Director	Member	1	1	1

Nomination and Remuneration Committee:

Pursuant to Section 178 of the Companies Act, 2013, the Board of directors constituted
Nomination and Remuneration committee. The composition of the Nomination and
Remuneration committee and the details of meetings attended by its members are given below:

Name of the Director	Category	Chairman / Member	Number of Meetings during the FY 2023-24
			Held	Entitled to attend	Attended
Mr. Rajesh Pamarti	Independent Director	Chairman	2	2	2
Mrs. Archana Devi Raj	Independent Director	Member	2	2	2
Ms Taj Unnissa Begum	Non-Executive Non Independent Director	Member	2	2	2

Stakeholders Relationship Committee:

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Board of directors
constituted the Stakeholders Relationship Committee. The composition of the Stakeholders
Relationship Committee and the details of the meetings attended by its members are given
below:

Name of the Director	Category	Chairman / Member	Number of Meetings during the FY 2023-24
			Held	Entitled to attend	Attended
Mr. Rajesh Pamarti	Independent Director	Chairman	1	1	1

Mrs. Archana Devi Raj	Independent Director	Member	1	1	1
Ms. Taj Unnissa Begum	Non-Executive Non Independent Director	Member	1	1	1

Remuneration Policy:

The Company adopted a policy relating to the remuneration of Directors, key managerial
personnel and other employees as per section 178(3) of the Companies Act, 2013 available in
the website of the company i.e www.bikewo.in. The remuneration policy for members of the
Board and for Management aims at improving the performance and enhancing the value of the
Company by motivating and retaining them and to attract the right persons to the right jobs in
the Company.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors has carried out
an annual evaluation of its own performance, Board Committees and of individual directors as
per the criteria laid down by the Nomination and Remuneration committee and the Board of
Directors through brief discussions and by considering the views of other directors.

Accordingly, Board found the performance of the Board as a whole, its committees and each of
its directors to be satisfactory and further decided to continue the term of appointment of its
Independent Directors.

Risk Management policy

The Risk Management policy of the Company as formulated is being implemented that is
consistently assisting the Board in identifying the areas and elements of risks. The Company
has in place adequate Internal Control Systems and procedures to combat the risk. Further, the
risk management procedures are periodically reviewed by the Audit Committee.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year
with related parties, were in the ordinary course of business and on an arm’s length basis. A
statement in the prescribed format, Form AOC-2 is attached herewith as Annexure - 1
containing the transactions covered under Section 188 of the Companies Act, 2013. Your
directors also draw attention of the members to Note 30 to the financial statements which set
out at related party disclosures.

Deposits:

The Company has neither accepted nor held any deposits pursuant to Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, during
the year under review, consequently there was no amount (on account of principal or interest
on deposits) outstanding as on the date of Balance Sheet.

Auditors and Auditor’s Report:

M/s. N G Rao & Associates, Chartered Accountants, were appointed as Statutory Auditors of
the Company in the Extra Ordinary Meeting of the Company held on 20.11.2023 due to
resignation of M/s. Kommula & Co, Chartered Accountants by casual vacancy who holds the
office up to the ensuing Annual General Meeting.

The Board of Directors considered the appointment of M/s. N G Rao & Associates, Chartered
Accountants, Hyderabad (FRN: 009399S) as Statutory Auditors of your Company from the
conclusion of 8^th Annual General Meeting till the conclusion of 13 ^th Annual General Meeting,
subject to approval of members at the ensuing Annual General Meeting. Accordingly, a
resolution seeking the appointment of M/s. N G Rao & Associates, Chartered Accountants, as
the Statutory Auditors of your Company is included in the notice convening the Annual
General Meeting for approval of the shareholders.

The Auditor’s Report on the financial statements of the Company for the financial year ended
March 31, 2024 does not contain any reservation, qualification or adverse remark. The
observations and comments given by the Auditors in their report together with the notes to
accounts are self-explanatory and hence do not call for any further comments under Section
134 of the Companies Act, 2013.

Fraud reporting

During the financial year under review, the Statutory Auditors have not reported any incident
of fraud to the Board of Directors of the Company, pursuant to the provisions of Section
143(12) of the Companies Act, 2013.

Cost audit

The Company is not required to maintain cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013.

Internal Auditors:

The Company is not required to appoint Internal Auditors for the period 2023-24.

Secretarial Audit Report

Secretarial Audit Not Applicable for the period 2023-24.

Adequacy of Internal Financial Controls with reference to the Financial Statements:

The Company has laid down a set of standards, processes and structures to implement Internal
Financial Controls across the organization that commensurate with the size, scale and
complexity of its operations. Company maintains all its records in SAP system and the work¬
flow and approvals are routed through SAP.

The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy
and adequacy of internal control systems in the Company, its compliance with operating
systems, accounting procedures and submit their periodical internal audit report to the Audit
Committee. The internal auditors have expressed that the internal control system in the
Company is robust and effective. The board has also put in place legal compliance framework
to ensure compliance of all the applicable laws and that such systems are adequate and
operating effectively.

Vigil Mechanism:

As per Section 177 of Companies Act, 2013, the Company has established a Vigil Mechanism
for Directors and employees to report their genuine concerns. The Company has taken a special
attention and greater emphasis on providing safeguards against victimization of employees
who use such mechanism. Further no personnel have been denied access to the Audit
Committee.

Loans, Guarantees or Security and Investments under Section 186 of the Companies Act,
2013:

During the financial year 2023-24, the Company has not given any loan/s (or) provided any
Guarantee/Security, pursuant to the provisions of Section 186 of the Companies Act, 2013.

Directors’ Responsibility Statement:

Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) the directors had 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 loss
of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) 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.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and
outgo:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, the required information relating to
conservation of energy, technology absorption Not Applicable to the company.

Foreign exchange earnings and outgo : Nil.

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

Your company has zero tolerance towards Sexual Harassment at the work place and the details
of sexual harassment complaints as per the provisions of the Sexual Harassment of Women at
Work Place (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under are as
follows:

No. of complaints received : Nil

No. of complaints disposed off : NA

During the year under review, the Company has complied with the provisions related to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Material Orders Passed by the Regulators

No significant and material orders were passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company’s operations in future.

Compliance with secretarial standards on board and general meetings

The Company has complied with all the secretarial standards issued by the Institute of
Company Secretaries of India.

General:

1) The Company has not issued equity shares with differential rights as to voting or otherwise
during the year under review.

2) The Company has not issued shares (including sweat equity shares) to the employees of the
Company under any scheme during the year under review.

3) The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of
the financial year: Not Applicable

4) The details of difference between amount of the valuation done at the time of one- time
settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof: Not Applicable

5) Transfer of shares to IEPF during the previous year: Not Applicable
Events after closure of Financial Year:

Board of Directors in their Meeting held on April 04, 2024 resolved to undertake an IPO of its
Equity shares and list its shares on the Stock Exchange (NSE Emerge). The Company has filed
the Draft Red-Herring Prospectus (DRHP) with National Stock exchange India Limited.

Acknowledgement:

Your directors gratefully acknowledge the support and co-operation extended by the
Regulatory Authorities and Company’s Bankers and Holding Companies.

For and on behalf of the Board
Bikewo Green Tech Limited

Sd/- Sd/-

Manideep Katepalli Rama Mohan Thammineni

Managing Director Whole-Time Director

DIN:07840019 DIN:02331058

Place: Hyderabad
Date: July 18, 2024