Directors Report of Grameva Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 58^th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended 31st March, 2025.

1. COMPANY OVERVIEW:

During the financial year ended 31st March 2025, your Company delivered another year of steady and resilient performance. The Gross Income stood at Rs.41.41 crores as compared to Rs.37.34 crores in the previous year, reflecting a healthy year-on-year growth of 10.9%. This progress has been driven by a combination of higher operational scale, disciplined cost management, and a sharper focus on strategic market positioning.

The Company’s profitability also showed marked improvement. Profit Before Tax (PBT) rose to Rs.0.55 Crores in FY 2024-25 against Rs.0.48 Crores in FY 2023-24, an increase of 14.58%. Profit After Tax (PAT) stood at Rs.0.449 Crores as compared to Rs.0.34 crores in the previous year, registering a strong growth of 44.00%.

In line with its long-term strategy, the Company has chosen to retain the entire earnings to further strengthen the balance sheet and fund future expansion initiatives. Consequently, no dividend has been declared for the year under review.

The balance sheet continues to reflect robust growth. Total Assets increased from Rs.16.76 crores in FY 2023-24 to Rs.22.32 crores in FY 2024-25, demonstrating enhanced financial stability. The Net Worth also improved to Rs.8.22 crores as on 31st March 2025, as against Rs.7.70 crores in the preceding year.

Going forward, the Management remains committed to sustainable value creation by enhancing operational efficiencies, pursuing prudent financial policies, and making strategic decisions that are in the best interest of all stakeholders.

2. FINANCIAL HIGHLIGHTS:

The financial Particulars	FY 2024-25 (Rs. Crores)	FY 2023-24 (Rs. Crores)
Gross Income	41.41	37.34
Profit before Interest and Depreciation	1.64	1.29
Finance Charges	0.74	0.54
Profit before Depreciation	0.90	0.75
Provision for Depreciation	0.34	0.27

The financial Particulars	FY 2024-25 (Rs. Crores)	FY 2023-24 (Rs. Crores)
Profit before extraordinary item and tax	0.56	0.47
Add: Extraordinary Items	0.00	0.00
Profit before Tax (PBT)	0.56	0.47
Taxes:
- Current Tax	0.14	0.11
- Deferred Tax (Liability/Asset Reversed)	-0.07	0.01
- Tax in respect of earlier year	0.00	0.00
Profit After Tax (PAT)	0.49	0.34

3. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

During the year under review, the Company delivered a satisfactory performance in terms of revenue and profitability. The total revenue stood at Rs.41.41 crores, registering a growth of 10.91% over the previous year’s turnover of Rs.37.34 crores.

After accounting for administrative and other operating expenses, the Company reported a net profit of Rs.0.49 crores, as against Rs.0.34 crores in the previous financial year — reflecting an encouraging increase of 44%.

The Board remains committed to enhancing operational efficiency and has already initiated several strategic measures aimed at strengthening performance. With these efforts, the Company is confident of achieving improved results in the years to come.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The company has not transferred amounts in the Reserves in terms of Section 134(3)(J) of the Companies Act, 2013. Y our Company has a net worth of Rs.8.22 crore.

5. DIVIDEND:

The Board of Directors of the Company, after considering holistically the relevant circumstances has not recommended any dividend for the current financial year with a view to conserve the profits generated.

6. SECURED LOANS:

The outstanding secured loan from the bank stood at Rs. 7.74 Crores as at 31st March 2025, as compared to Rs. 2.01 Crores in the previous year.

7. CHANGE IN NATURE OF BUSINESS:

During the period under review, the Company has not changed its line of business in such a way that amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division.

8. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.

9. SHARE CAPITAL:

There was no change in the share capital of the Company during the financial year under review.

As on March 31, 2025, the Authorised Share Capital of the Company stood at Rs.5,00,00,000/-(Rupees Five Crores only), divided into 50,00,000 (Fifty Lakhs) equity shares of Rs.10/- each.

The Issued, Subscribed and Paid-up Share Capital stood at Rs.4,79,94,000/- (Rupees Four Crores Seventy-Nine Lakhs Ninety-Four Thousand only), comprising 47,99,400 (Forty-Seven Lakhs Ninety-Nine Thousand Four Hundred) equity shares of Rs.10/- each, fully paid-up.

Further, during the year under review, the Company has not issued any shares with differential voting rights, stock options, or sweat equity shares.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no requirement during the year relating to unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company hence the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

11. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

12. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate Company as defined under the Companies Act, 2013. Hence, the disclosure in Form AOC-1 is not applicable.

13. DEPOSITS:

The Company has not accepted any deposit from public falling under the ambit of Section 73 of the Companies Act, 2013 (“the Act”) read with ‘Chapter V- Acceptance of Deposits by Companies, during the year under review.

14. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has historically adhered to the highest standards of ethics, transparency, and accountability in all its operations. In line with this philosophy, the Company has adopted a Policy on Related Party Transactions, which is in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the Company’s website at the following link:

https://www.bangalorefortfarms.com/pdf/Policv-on-Related-Partv-Transaction.pdf

During the financial year under review, the Company did not enter into any contracts or arrangements with related parties falling within the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the requirement of furnishing particulars in Form AOC-2 is not applicable, and hence the same has not been annexed to this Report.

15. ACCOUNTING METHOD:

The Annual Audited Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 (“the Act”) and are prepared in accordance with the Indian Accounting Standards (“Ind AS”) as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations/SEBI Listing Regulations”). The Financial Statements presented by the Company include the financial results of its subsidiary companies and joint ventures.

The Annual Audited Financial Statements of the Company are prepared on a going-concern basis.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard required a change in the accounting policy hitherto in use. The management evaluates accounting standards including any revision thereon on ongoing basis.

16. MATERIAL EVENT DURING THE YEAR:

CHANGE IN PROMOTERS / CONTROL OF THE COMPANY

During the year under review, a Share Purchase Agreement (“SPA”) was executed on March 13, 2024, between the existing promoter, Revati Holdings Private Limited, and the Acquirers, namely M/s Genesis Trade Links Private Limited, Mr. Vikash Singh, and Mrs. Nitu Singh (collectively referred to as “Acquirers”), pursuant to which the Acquirers agreed to acquire 15,95,693 equity shares, representing 33.00% of the voting share capital of the Company, at a negotiated price of Rs.25.00 per share, aggregating to a total consideration of Rs.3,98,92,325.00.

This transaction has triggered the provisions of Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, including subsequent amendments (“SEBI SAST Regulations”). Accordingly, the Acquirers made an Open Offer to the public shareholders of the Company to acquire up to 12,47,844 equity shares, representing 26.00% of the voting share capital of

the Company, at an offer price of Rs.28.50 per share, aggregating to a total consideration of Rs.3,55,63,554.00, payable in cash, in accordance with the pricing norms laid down under Regulations 8(1) and 8(2) of the SEBI SAST Regulations.

Swaraj Shares and Securities Private Limited was appointed as the Manager to the Offer under Regulation 12(1) of the SEBI SAST Regulations. Upon completion of the acquisition and the Open Offer formalities, there has been a change in control and management of the Company. The Acquirers have become the new promoters of the Company, and Revati Holdings Private Limited has ceased to be part of the promoter group.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There has been Change in the constitution of Board during the year.

Composition of board of directors as on 31/03/2025 is as following:

Name		Din	Present Designation		Present Designation Appointment Date
Mr. Naba Kumar Das		02604632	Director		27 Sep, 2019
Mr. Mahendra Singh		07692374	Managing Director		18Jun, 2024
Mr. Bidhan Chandra Roy		_	CFO		1 Aug, 2018
Mr. Sundeep Kumar Tayal		10196518	Director		30 Sep, 2023
Mrs. Shalini Srivastava		10951727	Additional Director		3 Mar, 2025
Pursuant to provisions Section 203 of the Companies Act, 2013 the Key Managerial Personnel (KMP) of the Company as on March 31, 2025 are:
S. No.	Name			Designation
1	Mr. Mahendra Singh			Managing Director
2	Mr. Bidhan Chandra Roy			Chief Financial Officer
3	*Mrs. Archana Singh			Company Secretary
*Notes: Mrs. Archana Singh, Company Secretary resign on 11.04.2025 whereas Mrs. Milan Bhatia appointed on 01.07.2025 as Company Secretary & Compliance Officer

Mrs. Mousami Sengupta appointed as Director 18.06.2024 resigns from Board on 06.03.2025.

Remuneration Policy: The Company’s remuneration policy is directed towards rewarding performance, based on review of achievements. The remuneration policy is in consonance with existing industry practice. The Policy is available on the Company’s website and can be accessed at:

https://www.bangalorefortfarms.com/pdf/Remuneration%20Policv.pdf

18. DECLARATION BY INDEPENDENT DIRECTORS:

a. The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

Your Company has received declaration from all the Independent Directors of your Company confirming that:

i) they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015;

ii) In accordance with Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations that could reasonably be expected to impair their ability to perform their duties with objective independence and without any external influence.

iii) The Board of Directors has reviewed and taken on record these declarations and confirmations after conducting a thorough assessment of their authenticity.

iv) The Board is of the opinion that the Independent Directors uphold the highest standards of integrity and possess the necessary expertise and experience to effectively fulfill their roles and responsibilities as Independent Directors.

v) The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct for Board and Senior Management as per Regulation 26(3) of SEBI Listing Regulations

vi) In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (“IICA”).

b. Statement Regarding Board Opinion with Integrity, Expertise and Experience (Including Proficiency) of the Independent Director:

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and that the Independent Directors appointed possess requisite qualifications, experience and expertise in Corporate Governance, Legal & Compliance, Financial Literacy, General Management, Industry Knowledge, Technology, Risk Management, Strategic Expertise and Sustainability and they hold highest standards of integrity and therefore the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

c. Separate Meetings of Independent Directors

In accordance with the provisions of Section 149(8) read with Schedule IV of the Companies Act, 2013, Regulation 25(3) and (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and applicable Secretarial Standards, a separate meeting of the Independent Directors of the Company was held on March 26, 2025. The meeting was conducted without the presence of NonIndependent Directors and members of the Management, as mandated.

All Independent Directors were present at the meeting. The purpose of this exclusive meeting was to provide a platform for Independent Directors to, inter-alia, discuss and evaluate:

The performance of Non-Independent Directors and the Board as a whole;

The performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;

The quality, quantity, and timeliness of the flow of information between the Company’s Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

In addition to the above agenda items, the Independent Directors deliberated on the overall governance framework, strategic direction, operational performance, compliance environment, and risk management practices of the Company. They also discussed matters arising out of Board and Committee meetings, including the effectiveness of internal controls and adequacy of Board disclosures.

The Independent Directors expressed satisfaction with the functioning of the Board, the performance of Executive and Non-Executive Directors, and the timely availability and adequacy of information shared by the Management.

Further, during the year under review, the Independent Directors had access to senior management, Statutory Auditors and Secretarial Auditor for discussions on matters of relevance. These interactions, both formal and informal, including those with the Chairman, ensured that the Independent Directors remained well-informed and engaged in the governance of the Company.

The meeting reaffirmed the Company’s commitment to maintaining high standards of corporate governance and enabling Independent Directors to discharge their responsibilities effectively.

d. Following is the Independent Directors on the Board of Company:
S. No.	Name	Designation
1	Mr. Naba Kumar Das	Independent Director
2	Mr. Sundeep Kumar Tayal	Independent Director
3	Mrs. Shalini Srivastava	Independent Director

All the above Independent Directors meet the criteria of ‘independence’ prescribed under section 149(6) and have submitted their declarations to that effect.

19. NUMBER OF MEETING OF BOARD OF DIRECTORS:

During the Financial Year 24-25, the Company held 7 (Seven) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings.
S. No.	Date of Meeting			Board Strength			No. of Directors Present
1	29.05.2024			3			3
2	18.06.2024			4			4
3	12.08.2024			4			4
4	14.11.2024			4			4
5	30.01.2025			4			4
6	10.02.2025			4			4
7	03.03.2025			5			5
Director’s attendance of Board meeting for the financial year 24-25 is tabled below:
Dates		Mr. Mahendra Singh	Mr. Naba Kumar Das		Mr. Sundeep Kumar Tayal	Mrs. Mousami Sengupta		Mrs. Shalini Srivastava
29.05.2024		Present	Present		Present	-		-
18.06.2024		Present	Present		Present	Present		-
12.08.2024		Present	Present		Present	Present		-
14.11.2024		Present	Present		Present	Present		-
30.01.2025		Present	Present		Present	Present		-
10.02.2025		Present	Present		Present	Present		-
03.03.2025		Present	Present		Present	Present		Present

20. AUDIT COMMITTEE:I. Composition of Audit Committee

The Audit Committee of the Company has been duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee functions in line with the roles, responsibilities, and powers defined under the Companies Act, 2013 and SEBI Listing Regulations. Its duties include, but are not limited to, overseeing financial reporting, monitoring internal control systems, reviewing audit reports, and ensuring compliance with applicable laws and regulations. In addition to its statutory responsibilities, the Committee also undertakes such other functions and assignments as may be specifically delegated to it by the Board of Directors from time to time:

II. Role/ Functions of the Committee:

-Reviewing with management the annual financial statements before submission to the Board.

-Recommending the appointment and removal of auditors, fixation of audit fee and also approval for payment for any other services.

-Review of policies relating to risk management - operational and financial.

-Reviewing with the management, auditors and the adequacy of the internal control system.

III. Powers of the Committee:

-To investigate any activity within its terms of reference.

-To secure attendance of and seek any information from any employee including representative of the prime shareholders (subject to their internal approvals).

-Compliance with accounting standards.

-To obtain outside legal or other professional advice, if necessary.

-To secure attendance of outsiders with relevant expertise, if it considers necessary;

IV. The composition of the Audit Committee is given below:
Name of the Director		Position held in the Committee		Category of the Director
Mr. Sundeep Kumar Tayal		Chairman		Independent Director
Mr. Naba Kumar Das		Member		Independent Director
Mr. Mahendra Singh		Member		Managing Director
V. During the Financial year 2024-25 company held 4 (Four) Meetings of the Audit Committee, details of which are summarized below:
DATES	Mahendra Singh Managing Director		Naba Kumar Das Independent Director		Sundeep Kumar Tayal Independent Director
29.05.2024	Present		Present		Present
12.08.2024	Present		Present		Present
14.11.2024	Present		Present		Present
10.02.2025	Present		Present		Present

The Company has laid down a policy on Audit Committee, which has been uploaded on the Company website. The web-link as required under the Act is as under:

https://www.bangalorefortfarms.com/pdf/Audit-Committee-Policv.pdf

21. NOMINATION AND REMUNERATION COMMITTEE:I. Composition of Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company has been constituted in accordance with the provisions of Section 178(1) of the Companies Act, 2013.

The Committee is responsible for formulating and recommending to the Board the policies relating to the remuneration of Executive Directors and Senior Management. It also reviews and recommends the remuneration payable to them, ensuring that it is aligned with their performance, qualifications, experience, and the defined evaluation criteria.

The Committee further ensures that the Company''s remuneration practices are fair, transparent, and in line with industry standards.

II. The broad terms of reference of the Nomination and Remuneration Committee are as under:

-Recommend to the board the set up and composition of the board and its committees, Including the “formulation of the criteria for determining qualifications, positive attributes and independence of a director”. The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

- Recommend to the board the appointment or reappointment of directors.

- Devise a policy on board diversity.

- On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.

- Provide guidelines for remuneration of directors on material subsidiaries.

III. The composition of the Nomination and Remuneration Committee is given below:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Naba Kumar Das	Chairman	Independent Director
Mr. Sundeep Kumar Tayal	Member	Independent Director
Ms. Mousami Sengupta	Member	Non-Executive Professional Director

IV. During the Financial year 2024-25 company held 2 (Two) Meetings of the Committee, details of which are summarized below:
DATES	Mousami Sengupta NonExecutive Professional Director	Naba Kumar Das Independent Director	Sundeep Kumar Tayal Independent Director
18.06.2024	Present	Present	Present
03.03.2025	Present	Present	Present

The Company has laid down a policy on Nomination and Remuneration Committee, which has been uploaded on the Company website. The web-link as required under the Act is as under:

https://www.bangalorefortfarms.com/pdf/Remuneration%20Policy.pdf.

22. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:I. Composition of Stakeholders Relationship Committee

The Board of Directors of the Company has constituted Stakeholders Relationship Committee in order to align it with the provisions of Section 178 of the Companies Act, 2013. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

II. The broad terms of reference of the Stakeholders Relationship Committee are as under:

-To approve/refuse/reject registration of transfer/transmission of Shares in a timely manner;

- To issue the Share Certificates under the seal of the Company, this shall be affixed in the presence of, and signed by:

(i) Any two Directors (including Managing or Whole-time Director, if any), and

(ii) Company Secretary / Authorised Signatory;

-To authorize affixation of the Common Seal of the Company on Share Certificates of the Company; -To authorize to sign and endorse the Share Transfers on behalf of the Company;

-To authorized Managers/Officers/Signatories for signing Share Certificates;

III. The composition of the Stakeholders’ Relationship Committee is given below:

Name of the Director	Position held in the Committee	Category of the Director
Ms. Mousami Sengupta	Chairman	Non-Executive Professional Director

Mr. Mahendra Singh		Member			Managing Director
Mr. Naba Kumar Das		Member			Independent Director
Mr. Sundeep Kumar Tayal		Member			Independent Director
IV. During the Financial year 2024-25 company held 1 (One) Meetings of the Committee, details of which are summarized below:
DATES	Mahendra Singh Managing Director		Naba Kumar Das Independent Director	Mousami Sengupta Non-Executive Professional Director		Sundeep Kumar Tayal Independent Director
29.05.2024	Present		Present	Present		Present

The Company has laid down a policy on Stakeholders Relationship Committee, which has been uploaded on the Company website. The web-link as required under the Act is as under:

https://www.bangalorefortfarms.com/pdf/Stakeholder-Relationship-Committee-Policy.pdf

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the following disclosures is provided below:

A. Ratio of remuneration of each Director to the median remuneration of employees:
Name of Director	Designation		Ratio of remuneration to median employee remuneration
Mr. Mahendra Singh	Managing Director		1: 7.18 The ratio of the remuneration of the Managing Director to the median remuneration of the employees of the Company
Mrs. Shalini Srivastava	Independent Director		N.A.
Mr. Naba Kumar Das	Independent Director		N.A.
Mr. Sundeep Kumar Tayal	Independent Director		N.A.
Ms. Mousami Sengupta	Non-Executive Professional Director		N.A.
B. Percentage increase in remuneration of each Director, CFO, CEO, CS in the financial year:
Name		Designation		% increase over last year
Mr. Mahendra Singh		Managing Director		No increase over last year
Mr. Bidhan Chandra Roy		Chief Financial Officer (CFO)		No increase over last year

Mrs. Archana Singh	Company Secretary (CS)	No increase over last year
Mrs. Shalini Srivastava	Independent Director	No increase over last year
Mr. Naba Kumar Das	Independent Director	No increase over last year
Mr. Sundeep Kumar Tayal	Independent Director	No increase over last year
Ms. Mousami Sengupta	Non-Executive Professional Director	N.A.

C. Median remuneration and employee count:

• Median remuneration of employees during the financial year: Rs.1,20,000/- p.a.

• Number of permanent employees on the rolls of the Company: 4

• Average percentage increase in salaries of employees (excluding managerial personnel): N.A.

• Comparison of remuneration of KMPs with company performance: no increase during the year

D. Top 10 employees in terms of remuneration drawn:During the year under review, no employee was in receipt of remuneration exceeding the limits specified under Rule 5(2).24. PERFORMANCE EVALUATION:

In compliance with the Companies Act, 2013 the performance evaluation of the Board was carried out during the year under review. The Company has prepared an annual performance evaluation policy for performance evaluation of Independent Directors, Board and the Committees.

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

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis report for the year under review, as stipulated under Regulation 34 of the SEBI LODR Regulations, 2015 with the Stock Exchange in India, is included in a separate section annexed to and forming part of the Directors report. Annexure-B.

26. INTERNAL CONTROL SYSTEM:

The Company has robust Internal Control Systems and processes in place for smooth and efficient conduct of business and it complies with relevant laws and regulations. It has well documented system

of internal financial controls in place, in the form of delegation of powers, policies and procedures, manuals, guidelines that giver critical as well as important activities of financial and other operating functions. These are designed to ensure compliance to the internal financial controls and to ensure regulatory and statutory compliances as well as to provide highest level of corporate governance. Company has robust systems and processes in place for smooth, effective and efficient conduct of business operations, reliability of financial reporting, safeguarding of assets and compliance with relevant laws and regulations.

In order to ensure that all checks and balances are in place and all internal control systems are in order, regular and exhaustive internal audits are conducted by the experienced firms of Chartered Accountants in close co-ordination with the Company''s own Senior Officials Besides, the Company has one committee of the Board viz. Audit Committee to keep a close watch on compliances with Internal Control Systems and their adequacy.

Your Company has an efficient system of internal controls for achieving the following business objectives: -

> Efficiency and effectiveness of business operations;

> Safeguarding of assets from unauthorized access, use and disposition;

> Accuracy and promptness of financial reporting

> Compliance with the laid down policies and procedures; and

> Compliance with various laws and regulations.

27. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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 profit 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 this 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; and

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(f) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

28. FRAUD REPORTING:

There were no frauds reported by the auditor during the year under sub-section (12) of section 143 other than those which are reportable to the Central Government.

29. ANNUAL RETURN:

In compliance to provisions of section 134 (3) (a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act as prepared in Form No. MGT 7 is placed on the website of the company, weblink of the same is

https://www.bangalorefortfarms.com/investor-relations/

30. CORPORATE SOCIAL RESPONSIBILITIES (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the rules made thereunder, the threshold criteria prescribed for the applicability of Corporate Social Responsibility are not met by the Company during the financial year under review. Accordingly, the Company is not required to constitute a Corporate Social Responsibility Committee or undertake any CSR activities.

Consequently, the disclosure requirements specified under Section 134(3)(o) of the Companies Act, 2013 and Rule 8 of the Companies (CSR Policy) Rules, 2014 are not applicable to the Company for the financial year under review.

31. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken or impact on conservation of energy: Not Applicable.

(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Not Applicable.

(iii) Capital investment on energy conservation equipment: Nil

(B) Technology absorption:

(i) Efforts, in brief, made towards technology absorption: Nil

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Nil

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: Nil

(a) Details of technology imported: N.A.

(b) Year of import: N.A.

(c) Whether the technology been fully absorbed: N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: N.A.

(iv) The expenditure incurred on Research and Development: N.A.

(C) Foreign exchange earnings and Outgo
	Earnings	Nil
	Outgo	Nil

32. BUSINESS RISK MANAGEMENT:

The Company has a Business Risk Management framework designed to identify and mitigate risk that has the potential to materially impact its business objectives and maintains a balance between managing risk and exploiting the opportunities. The approach of Risk Management is defined across the Company at various levels, including documentation and reporting, interspersed with diverse risk models to help identify risk trends, exposure and potential impact analysis at the corporate level.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

The Company has not identified any element of risk which in the opinion of the Board may threaten the existence of the Company. However, a risk management framework is in place to ensure timely identification, analysis, and mitigation of internal and external risks.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

34. AUDITORS:

♦ Statutory Auditors & their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Amit Ray & Co., Chartered Accountants (Firm Registration No. 000483C), were appointed as the Statutory Auditors of the Company at the Annual General Meeting (AGM) held on 30.09.2023 to hold office for a term of five (5) consecutive years, until the conclusion of the 61st AGM of the Company.

The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company under Section 141 of the Companies Act, 2013. They have also subjected themselves to the Peer Review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of ICAI.

The Board notes that the Auditors’ Report on the standalone financial statements of the Company for the financial year ended March 31, 2025, does not contain any qualifications, reservations, adverse remarks, or disclaimers. The observations, if any, made by the Auditors in their report, read together with the notes to the accounts, are self-explanatory and therefore do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

♦ Cost Auditor

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the company.

♦ Secretarial Auditor

According to the provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mukesh Chaturvedi, Company Secretary Kolkata, to undertake the Secretarial Audit of the Company for the financial year ended 2025.

The Secretarial Audit Report Submitted by M/s. Mukesh Chaturvedi, Company Secretary, Kolkata, for the financial year ended 2025 in the prescribed form MR-3 is annexed to the report as Annexure-A.

The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.

In accordance with the recent amendments to the Listing Regulations, the Board has recommended to the members for their approval, appointment of M/s. Mukesh Chaturvedi, Company Secretary, Practising Company Secretary, as the Secretarial Auditor of the Company, for the financial year 202526.

♦ Internal Auditor

As per provisions of Section 138 of the Companies Act, 2013, the Board with the recommendation of the audit committee has appointed M/s. Bharadwaj & Co. (FRN: 326709E), Kolkata to undertake Internal Audit of the Company. The Internal Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

35. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No corporate insolvency resolution process is initiated against your Company under Insolvency and Bankruptcy Code, 2016 (IBC).

36. DEPOSITORY SYSTEM:

The Equity Shares of the Company are available for dematerialisation with National Securities Depository Limited (NSDL) and Central Depository Securities Limited (CDSL) under ISIN INE578R01011.

43,77,731 shares (i.e. 91.21%) of Equity Shares of the Company are in Demat form as on 31.03.2025.

37. RECONCILIATION OF SHARE CAPITAL AUDIT:

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

38. DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the year the Company has not failed to execute any corporate action.

39. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti-sexual harassment policy in line with the requirements of the sexual harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further the company was committed to providing a safe and conducive work environment to its employees during the year under review. Your Directors 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.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Summary of sexual harassment complaints received and disposed of during the financial year: -

No. of complaints received: 0

No. of complaints disposed of: 0

No. of complaints pending: 0

No. of complaints unsolved: 0

The policy on prevention of Sexual Harassment is available on the website of the Company at the weblink

https://www.bangalorefortfarms.com/pdf/Policv%20on%20Prevention%20of%20Sexual%20Harassm

ent%20at%20workplace.pdf

41. DISCLOSURE OF POLICIES UNDER THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS:

In accordance with the requirements laid down under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board of Directors of the Company has adopted and implemented various policies to ensure transparency, accountability, and good corporate governance practices across all levels of the organization.

These policies govern critical areas such as risk management, related party transactions, insider trading, whistle blower mechanism, code of conduct, and other statutory and regulatory requirements applicable to listed companies.

To promote ease of access and enhance stakeholder awareness all such policies as approved by the Board of Directors are made available on the Company’s official website. Stakeholders and Members of the Company can view and download these policies through the following link:

www.ban2alorefortfarms.com

The Company is committed to periodically reviewing and updating these policies to ensure ongoing compliance with applicable laws and to reflect emerging best practices in corporate governance. These efforts reinforce Company’s dedication to responsible and ethical business conduct while fostering stakeholder confidence.

42. CERTIFICATE FOR NON-DISQUALIFICATION OF DIRECTOR:

In accordance with Regulation 34(3) and Schedule V Para C, Clause 10 (i) of the SEBI (LODR) Regulations, the Company had sought a certificate from the M/s. Rahul Srivastava & Co, Practicing Company Secretaries, Address: 23 N.S. Road, Fortuna Tower, 11^th Floor, Kolkata 700001,

confirming that none of the Directors on the Board of the Company have been debarred or disqualified

from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

The Certificate on Non-Disqualification of Directors to is published in the Annual Report and marked as Annexure-C.

43. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013. This

vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behaviour, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Your Company has in place a whistle blower policy and the same is uploaded on the website of the Company and the web-link

https://www.bangalorefortfarms.com/pdf/Whistle%20Blower%20Policy.pdf

All the Board of Member as well as senior management personnel have affirmed compliance with the Code of Conduct for the Financial Year ended on March 31, 2025.

Code of Conduct Declaration by Managing Director

The Managing Director of the Company has confirmed that all the members of the Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the financial year ended 31st March, 2025.

44. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a comprehensive Code of Conduct for Prevention of Insider Trading in

accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, to regulate, monitor, and report trading in the Company’s securities by its Directors and designated employees.

The Code mandates pre-clearance of trades in the Company’s shares and prohibits trading by Directors and designated persons while in possession of Unpublished Price Sensitive Information (UPSI) or during periods when the Trading Window is closed.

The Board of Directors is responsible for overseeing the implementation of the Code and ensuring compliance. All Directors and designated employees have confirmed adherence to the provisions of the Code during the financial year under review.

Your Company has in place a Code of Conduct applicable to the Board of Member as well as senior management personnel and the same is uploaded on the website of the Company and the web-link

https://www.bangalorefortfarms.com/pdf/CODE OF CONDUCT.pdf

45. GRIEVANCE REDRESSAL MECHANISM AND ONLINE DISPUTE RESOLUTION (ODR) FRAMEWORK:

Pursuant to SEBI Circular dated 31st July, 2023, and subsequent circular dated 20th December, 2023, read with the Master Circular dated 11th August, 2023, shareholders are advised to first take up theirgrievances directly with the Company or its Registrar and Share Transfer Agent (RTA) by lodging a complaint with the concerned entity.

If the grievance is not satisfactorily resolved, shareholders may escalate the same through the SCORES Portal (SEBI Complaints Redress System), in accordance with the process laid down under the SCORES guidelines.

Only upon exhausting all available avenues for redressal, and if the shareholder remains dissatisfied with the resolution, they may initiate dispute resolution through the Online Dispute Resolution (ODR) Portal as prescribed by SEBI.

Shareholders of Bangalore Fort Farms Limited are requested to kindly take note of this process and ensure compliance with the same while raising any investor grievance

46. WEBSITE:

The Company has a functional website addressed as www.bangalorefortfarms.com. Website contains all basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

47. OTHER GENRAL DISCLOSURES:

Your director’s state the during the financial year under review:

a) Disclosure under section 43(a)(ii) of the Companies Act, 2013: The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Disclosure under section 54(1)(d) of the Companies Act, 2013: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.;

c) Disclosure under section 67(3) of the Companies Act, 2013: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

d) Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one-time settlement: There was no instance of a one-time settlement with any Bank or Financial Institution.

e) The Company has registered itself on Trade Receivables Discounting System platform (TReDS) through the service providers Receivables Exchange of India Limited. The Company complies with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the prescribed timelines.

f) There is no Raising of funds through preferential allotment or qualified institutions placement;

g) Compliances of Secretarial Standards: The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

h) Technology and Quality: Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight.

i) The Company has not issued any debentures during the financial year 2024-2025.

j) 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 a centralized database of all complaints, online upload of Action.

48. CEO/CFO CERTIFICATION REGULATION 17(8):

The certificate under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, signed by the Managing Director and CFO of the Company has been annexed as Annexure-D.

49. OTHER REPORTS FORMING PART OF BOARD’S REPORT:

The following reports forming part of the Board’s Report are enclosed:

Secretarial Audit Report MR-3 as Annexure-A

Management Discussion and Analysis (MDA) Report as Annexure-B

Certificate of Non-disqualification of Director as Annexure-C

CEO/CFO Certification Regulation 17(8) as Annexure-D.

50. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

51. MSME COMPLIANCE:

There were no trade payable pending during the period for more than 45 Days under review.

52. CAUTIONARY STATEMENT:

The statements contained in the Board’s Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

53. ACKNOWLEDGEMENT:

The Board of Directors places on record its sincere appreciation for the continued co-operation and support extended to the Company by the Bombay Stock Exchange (BSE) and Calcutta Stock Exchange (CSE), the Securities and Exchange Board of India (SEBI), the Statutory Auditors, Internal Auditors, Legal Advisors, Consultants, and all other intermediary service providers and investors who have consistently supported the Company in its operations and governance.

The Board also gratefully acknowledges the assistance and encouragement received from various Central, State, and Local Government authorities, Regulatory Bodies, Bankers, and Members of

the Company, whose continued support has been instrumental in the Company’s sustained performance.

The Directors take this opportunity to express their deep appreciation for the commitment, hard work, and

dedication exhibited by all employees across levels, whose efforts have been pivotal in driving the Company’s growth and progress during the year under review.

The Annual Report, including the Board’s Report and the Management Discussion and Analysis Report, may contain certain statements that are forward-looking in nature, within the meaning of applicable securities laws and regulations. These statements represent the Company’s current expectations, intentions, or forecasts and are based on certain assumptions and expectations of future events. However, actual results may differ materially from those expressed or implied in such forwardlooking statements. Various factors could impact the Company’s operations and performance, including but not limited to changes in market demand and supply conditions, regulatory and policy changes, foreign exchange rate fluctuations, and modifications in tax laws or government regulations.

The Company undertakes no obligation to publicly revise or update any forward-looking statements, whether as a result of new information, future developments, or otherwise.

---

Mar 31, 2024

Your Directors have pleasure in presenting the 57^th Annual Report of the Company along with
the Audited Financial Statements for the year ended on 31^st March, 2024.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year under review along with previous year’s figures are
given hereunder:

Particulars	As on 31.03.2024 (in Rs. ‘000)	As on 31.03.2023 (in Rs. ‘000)
Total Income from Business operations	3,74,683	2,49,577
Total Expenses	3,69,894	2,47,502
Profit before tax	4,789	2,057
Current Tax	1,168	1,065
Tax relating to previous Year	45	(202)
Deferred tax	129	(486)
Mat Credit	-	-
Profit for the Year	3,447	1,698
Net Profit /(Loss) after Tax	3,447	1,698

DIVIDEND

The Board of Directors recommend a dividend of Rs. 0.20/- per equity shares of the company
for the year under review to the shareholders whose name appears on the register of members
as on the record date.

RESERVES

The company transferred profit of Rs. 34,46,941/- to Surplus A/c during the year.

STATE OF COMPANY’S AFFAIRS

The overall performance of the Company reflects significant growth in both revenue and
profit after tax. The demand for Jute Goods remained robust in domestic markets, contributing
to stable operations and sustained business growth. This positive trend underscores the
Company’s resilience and its ability to capitalize on market opportunities while maintaining
financial health.

HOLDING/S UBSIDIAR Y/ASSOCIA TE

The Company does not have any Holding, Subsidiary or Associate Company & it has not
entered into any joint ventures.

ACCEPTANCE OF FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from general public within the purview of
Section 73 of the Companies Act, 2013, during the year under review.

SHARE CAPITAL

The paid-up share capital as on 31^st March 2024 was Rs. 479.94 lacs. The Company has not
issued shares with differential voting rights nor granted stock options nor sweat equity.

DIRECTORS

During the year under preview there were no changes in the composition of the Board of Directors.

The composition of Board of Directors as on 31^st March 2024 is as under-

Mr. Mahendra Singh - Managing Director
Mrs. Mousumi Sengupta - Non-Executive Director
Mr. Naba Kumar Das - Independent Director
Mr. Sundeep Kumar Tayal - Independent Director

Mr. Mahendra Singh has been appointed as Managing Director in the company for a second term of
5 years vide board resolution dated 18th June 2024 subject to the approval of members in the Annual
General Meeting.

Mr. Naba Kumar Das has been appointed as an Independent Director in the company for a second
term of 5 years vide board resolution dated 12th August 2024 subject to the approval of members in
the Annual General Meeting.

KEY MANAGERIAL PERSONNEL

During the year under preview there were no changes in the composition of Key Managerial
Personnel.

The composition of Key Managerial Personnel as on 31^st March 2024 is as under:-

Mr. Bidhan Chandra Roy - Chief Financial Officer
Mrs. Archana Singh - Company Secretary

The Nomination and Remuneration Committee works with the Board to determine the appropriate
characteristics, skills and experience for the Board as a whole and its individual members with the
objective of having a Board with diverse backgrounds and experience in business, government,
education and public service. The Company has constituted a Nomination and Remuneration
Committee with the responsibilities of formulating the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a policy relating to the
remuneration for the directors, Key Managerial Personnel and other employees.

DECLARA TION B Y INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under
section 149(7) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 confirming
that they meet the criteria of independence as prescribed in section 149(6) of the Companies
Act, 2013.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual
performance evaluation of its own performance and of the Directors individually as well. A
discussion was done considering the inputs received from the Directors, covering various
aspects of the Board’s functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and
governance. The performance evaluation of the Board and committees are usually carried out
on the basis of questionnaires devised in house.

A separate exercise was carried out to evaluate the performance of individual Directors who
were evaluated on the basis of questionnaire, devised for this purpose. The Directors
expressed their satisfaction with the evaluation process.

BOARD MEETINGS

The Board met seven (7) times during the financial year, viz. 25-05-2023, 29-05-2023, 29-06-2023,
31-07-2023, 16-08-2023, 10-11-2023 and 13-02-2024. The details of the Directors’ attendance at the
Board Meetings are given below:

SI. No.	Director	No. of Meetings attended
1	Mr. Mahendra Singh (Managing Director)	7
2	Mrs. Mousumi Sengupta (Non-Executive Director)	7
3	Mr. Naba Kumar Das (Independent Director)	7
4	Mr. Sundeep Kumar Tayal (Independent Director) - Appointed w.e.f. 16.08.2023)	3

5	Mr. Aman Jain (Independent Director)	2
	- Resigned w.e.f. 29.05.2023)

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with regard to the
Directors’ Responsibility Statement, your Board confirms that:-

a) in the preparation of the annual accounts for the financial year ended on 31^st March 2024, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

b) 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 as of 31^st March 2024 and of the profit /loss of the Company for
that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

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

f) the Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;

CORPORATE GOVERNANCE

Pursuant to provisions of Section 135 of the Act, the Company is not required to constitute a Corporate
Social Responsibility Committee or to undertake any CSR activities.

Therefore, the Company is not required to make any disclosure as specified in Section 134(3) (o) of

the

Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of the SEBI LODR Regulations, 2015 with the Stock Exchanges in India, is included
in a separate section annexed to and forming part of the Director''s Report.

Pursuant to Sections 177 and 178 of the Companies Act, 2013 read with Rules made
thereunder, the Company has constituted an Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee of the Board as the
Company is listed with BSE Ltd.

The Audit Committee is working according to the terms of the Companies Act, and SEBI
Listing Regulations, 2015 which includes duties and functions and also such other functions
as maybe specifically delegated to it by the Board from time to time. Therefore, the Board
has duly constituted the Audit Committee comprising of Mr. Aman Jain, Independent
Director, Mr. Naba Kumar Das, Independent Director and Mr. Mahendra Singh, Executive
Director. The Audit committee held five meetings during the year 2023-24.

However, on resignation of Mr. Aman Jain, Independent Director; the Board duly appointed
Mr. Sundeep Kumar Tayal, Independent Director, in the Audit Committee of the Company.

The Audit Committee held five meetings on 29/05/2023, 31/07/2023, 30/09/2023,
10/11/2023 and 13/02/2024 during the year ended 31^st March 2024. The necessary quorum
was present for all the meetings.

The Company Secretary acts as a Secretary to the Committee.

The terms of reference of Audit Committee includes:-

a) the recommendation for appointment, remuneration and terms of appointment of auditors
of the company;

b) review and monitor the auditor’s independence and performance, and effectiveness of
audit process;

c) examination of the financial statement and the auditors’ report thereon;

d) approval or any subsequent modification of transactions of the company with related
parties;

e) scrutiny of inter-corporate loans and investments;

f) valuation of undertakings or assets of the company, wherever it is necessary;

g) evaluation of internal financial controls and risk management systems;

h) monitoring the end use of funds raised through public offers and related matters;

i) any other as may be decided by the Board.

The Board has also constituted Nomination and Remuneration Committee comprising of Mr.
Aman Jain, Independent Director; Mr. Naba Kumar Das, Independent Director and Mr.
Mahendra Singh, Executive Director.

However, on resignation of Mr. Aman Jain, Independent Director; the Board duly appointed
Mr. Sundeep Kumar Tayal, Independent Director, in the Nomination and Remuneration
Committee of the Company.

The role of Nomination and Remuneration Committee includes formulation of the criteria for
determining qualifications, positive attributes and independence of a director and recommend
to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel
and other employees etc. The Nomination & Remuneration committee met once during the
year.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE (FORMERLY SHARE
TRANSFER CUM INVESTORS’ GRIEVANCE COMMITTEE) NOMENCLATURE
AND TERMS OF REFERENCE OF THE COMMITTEE

The Board of Directors of the Company has formed ‘Stakeholders’ Relationship Committee’
(‘the committee’). The committee deals with various matters relating to satisfactory redressal
of shareholders and investors’ grievances and recommends measures for overall improvement
in the quality of investor services. The Stakeholder’s Relationship Committee met three times
during the year. An insight of the matters deals with by the committee is given hereunder:

• To review and note all matters relating to the registration of transfer and transmission
of shares and debentures, transposition of shares, sub-division of shares, issue of
duplicate share certificates or allotment letters and certificates for debentures in lieu
of those lost/misplaced;

• To look into the redressal of shareholders’ and investors’ complaints relating to the
transfer of shares, non-receipt of Annual Report/notices, dividends, etc;

• To oversee the performance of the Registrar & Share Transfer Agents;

• To review dematerialization and rematerialization of the shares of the Company;

• To comply with all such directions of Ministry of Corporate Affairs & other regulatory
bodies w.r.t. shareholders’/investors’ rights and market regulations, from time to time.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 6 and 7
of the Companies (Meeting of the Board and its Powers) Rules, 2013 the Company has
formed vigil mechanism named ''Whistle Blower Policy'', wherein the employees / directors
can report the instances of unethical behavior, actual or suspected fraud or any violation of
the Code of Conduct and / or laws applicable to the Company and seek redressal. This
mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the
mechanism.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to the Financial
Statements. During the year, such controls were tested and no reportable material weakness
was observed in the design or implementation.

RISK MANAGEMENT

During the year, Management of the Company evaluated the existing Risk Management
Policy of the Company to make it more focused in identifying and prioritizing the risks, role
of various executives in monitoring & mitigation of risk and reporting process. Its aim is to
enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk
Management Policy has been reviewed and found adequate to the requirements of the
Company, and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that
may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.

LOAN, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in the notes to the Financial Statements.

CONTRA CTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm’s
length basis and were in the ordinary course of business. There were no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated Persons which may have a potential conflict with the interest
of the Company at large. Accordingly, no transaction are being reported in Form AOC- 2 in
terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014.

All Related Party Transactions are placed before the Audit Committee as also the Board for
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are of a foreseen in repetitive nature. The Company has developed a Related Party
Transactions Policy for purpose of identification and monitoring of such transactions.

AUDITORS & AUDITORS’ REPORT

M/s. Amit Ray & Co., Chartered Accountants (FRN: 000483C) were appointed as Statutory
Auditors of the Company at the 56^th Annual General Meeting for 5 consecutive years until
the conclusion of the 61^st Annual General Meeting.

The Auditors have subjected themselves for the peer review process of the Institute of
Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the “Peer
Review Board” of ICAI.

The observations, if any, made by the Auditors of the Company in their report read with
relevant notes to the Accounts are self-explanatory and therefore do not call for any further
comments.

SECRETARIAL A UDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board has appointed Mr.
MUKESH CHATURVEDI, Company Secretaries, Kolkata, to undertake Secretarial Audit of the
Company for the Financial Year 2023-24. The Secretarial Audit Report is annexed herewith as
Annexure "B". The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.

INTERNAL A UDIT

As per the provisions of Section 138 of the Companies Act, 2013, the Board with the recommendation
of the audit committee has appointed M/s. A. Bharadwaj & Co. (FRN: 326709E), Kolkata, to
undertake Internal Audit of the Company. The Internal Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the employees were in receipt of remuneration in excess of the limits laid down under section
197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration) Rules, 2014. Hence, no particulars are required to be given for the same.

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

The Company is not engaged in manufacturing, has no foreign collaboration and has not exported or
imported any goods or services.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as
Annexure “A”.

STATUTORY DISCLOSURES

A copy of audited financial statements of the said Companies will be made available to the members
of the Company, seeking such information at any point of time. A cash flow statement for the year
2023-24 is attached to the Balance Sheet.

GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items during
the year under review as:

1. During the year under review, no significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company’s operations in future.

2. No material changes and commitments have occurred between the end of financial year of the
Company to which the financial statements relate and the date of the Report, affecting the financial
position of the Company under section 134(3)(1) of the Companies Act, 2013.

3. No Deposits covered under Chapter V of the Companies Act, 2013 were accepted.

4. No equity shares with differential rights as to dividend, voting or otherwise; or shares (including
sweat equity shares) were issued to employees of the Company under any scheme.

5. 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.

FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT, 2015)

The Company has adopted best practices for fraud prevention and it follows confidential, anonymous
reporting about fraud or abuse to the appropriate responsible officials of the Company. No fraud on
or by the company has been reported by the Statutory Auditors.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation to the Central and State Governments, Banks,
Customers, Vendors and the Company’s valued investors for their continued co-operation and
support.

Your Directors also wish to acknowledge the support and valuable contributions made by the
employees, at all levels.

For and on behalf of the Board Directors
For BANGALORE FORT FARMS LIMITED

Place: Kolkata

Date: 07-09-2024

Sd/-

Mahendra Singh
Managing Director
(DIN: 07692374)

Sd/-

Mousumi Sengupta
Director
(DIN: 07825625)

---

Mar 31, 2015

The Members

The Directors are pleased to present the Forty Eighth Annual Report and the Company's audited financial statement for the financial year ended 31st March, 2015.

FINANCIAL RESULTS :

The Company's financial performance for the year ended March 31, 2015 is summarized below : Amount in (Rs.)

Year ended Year ended 31st March 2015 31st March 2014

Total Income 54,60,183 1,933,696

Profit Before Tax 70,246 1,507,033

Less : Current Tax 21,706 500,000

Profit After Tax 48,540 1,007,033

THE COMPANY'S STATE OF AFFAIRS :

The Company has decided to concentrate on procuring seasonal agri products and its storage with Cold Storage Chain across the country. To begin with, the Company have made arrangements with one of the associated Company to store the agro-products procured by its in the State of West Bengal. The benefits of which would accrue to the shareholders in the coming financial year.

The Company has also made plans to enter into integrated food processing sector and trading in agro-products. The necessary feasibility study is being carried out for the said activities.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES :

The Company has not transferred any amount out of the profit earned to reserve account during the year under review. The entire profit earned during the year under review is being carried forward under Profit & Loss Account.

DIVIDEND :

To conserve resources for newer businesses, your Directors have decided not to recommend any dividend for the year ended 31st March, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion and Analysis Report for the year under review, as stipulated under clause 52 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the of the Annual Report.

MEETINGS OF THE BOARDS :

13 meetings of the Board of Directors were held during the year under review. For further details, please refer to the Corporate Governance Report.

DETAILS OF DIRECTORS AND KMP CHANGES :

DIRECTORS :

Mr. Lakshman Srinivasn and Mr. Kajal Bhanja Chowdhry, ceased to be Directors with effect from 23/10/2014 and 20/11/2014 respectively. Your Directors would like to record their appreciation of the services rendered by them during their tenure of office as Director of the Company.

During the year under review, the Members approved the appointments of Mr. Srinivasan Ramakrishna Iyengar as a non-executive Non-Independent Director who is liable to retire by rotation.

KMPCHANGES :

Mr Rajan Singh was cease to be a Company Secretary & Compliance Officer with effect from 22/05/2015.

STATUTORY AUDITORS :

M/s S.K.Sengupta & Associates, Chartered Accountants, (Firms Registration No. 322550E), Statutory Auditors of the company, hold office till the conclusion of the Fifty Second Annual General Meeting. They have confirmed their eligibility to the effect that their appointment, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

The Notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain qualification reservation or adverse remark.

SECRETARIAL AUDITOR :

The Board has appointed M/s. B. Nair & company, Company Secretary in practice (C.P No. 10778) as Secretarial Auditor to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE:

The Company is committed to maintain good standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI. The report on Corporate Governance as stipulated under the Listing agreements forms an integral part of this Report. The requisite certificate from the Auditor's of the Company confirming compliance with the conditions of Corporate Governance is attached to the report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY :

The Company have not implemented any risk management policy so-far, as the manufacturing activities are nil. Risk management policy would be implemented as and when new business operations are commenced.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirements of the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirms as under:

a) That in the preparation of the annual accounts the applicable accounting standards has been followed and there are no material departures from the same.

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 of the Company at the end of the financial year i.e., March 31, 2015 and of the profit of the Company for the year ended on that date;

c) That the Directors have 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) That the directors have prepared the annual accounts on going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

f) That the directors have devised proper system to ensure compliance with the provisions of applicable laws and the such systems are adequate and operating effectively.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company have not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreign exchange earned.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

The Company have no employee drawing a remuneration of Rs.60 ,00,000( Rupees Sixty lacs) per annum or part there of in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

CORPORATE SOCIAL RESPOSIBILITY :

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIE :

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. During the year, the Company had not entered into any contract / arrangement / 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 materiality of related party transactions and dealing with related party transactions as approved by the Board.

Your Directors draw attention of the Members to Note No. 6 under significant policies to the financial statement which sets out related party disclosures EXTRACTS OF ANNUAL RETURN :

Extract of Annual Return is being annexed herewith as Annexure II to this Report.

GENERAL :

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women and Workplace(Prevention and Redressal) Act, 2013.

Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

d) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEGEMENTS :

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from Bombay Stock Exchange, Calcutta Stock Exchange, Merchant Bankers, Registrar to the issue, Share Transfer Agents, Banks etc during the year under review.

For and Behalf of Board of Directors

Bhavya Ram Iyengar Managing Director

Place: Kolkata Srinivasan Ramakrishna Iyengar Date: May 25th, 2015 Director