Your directors have the pleasure of presenting the 13th Annual Report, along with the audited financial
statements (both standalone and consolidated), for the financial year ended 31 March 2025 (“the year
under review").

Financial Performance

The standalone and consolidated financial statements for the financial year ended 31 March 2025,
forming part of this Annual Report, have been prepared in accordance with the applicable accounting
standards.

Key highlights of the financial performance of your Company for the financial year 2024-25 are provided

below. _?

State of Affairs / Company's Performance

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

During the financial year (FY) 2024-25, the Company achieved revenue from operations of Rs. 5,500.03
Lakhs, compared to Rs. 4,997.45 Lakhs in the previous year, reflecting a growth of 10.06%. Despite the
increase in revenue, the Company incurred a net loss of Rs. 929.64 Lakhs in FY 2024-25, as against a net
profit of Rs. 32.65 Lakhs in the previous year, marking a significant deterioration in profitability.

Consolidated Financial Results

The consolidated revenue for the financial year (FY) 2024-25 stood at Rs. 5,417.35 Lakhs. The Company
reported a consolidated net loss of Rs. 890.87 Lakhs for the same period.

Consolidated Financial Statements

The audited consolidated financial statements of your Company as on 31 March 2025, which form part
of the Annual Report, have been prepared, pursuant to the provisions of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR
Regulations7“Listing Regulations"), as amended from time to time, and also, as per the applicable Indian
Accounting Standard (Ind AS), as notified by the Ministry of Corporate Affairs. The consolidated financial
statements have been prepared based on the audited financial statements of the Company and its
subsidiaries and associates, as approved by their respective Board of Directors.

Nature of Business

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

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

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

Transfer to Reserves

Appropriations to general reserve for the
financial year ended 31 March 2025, as per
financial statements are as follows:

Dividend

Considering the financial requirement for
business growth and debt servicing, your
directors do not propose any dividend for the
financial year ended 31 March 2025.

The Dividend Distribution Policy of the
Company is also available on the Company's
website at

https://www.bankabio.com/_files/uad/8c91db_

d4da0ebf88b2421c9cc7f43c54320f9d.pdf.

Transfer of Unclaimed Dividend to
Investor Education and Protection
Fund

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

Share Capital

Authorized Share Capital

As on 31 March 2025, the Authorized Share
Capital of the Company stands at Rs.
15,00,00,000 (Rupees Fifteen Crores only),
divided into 1,50,00,000 (One Crore and Fifty
Lakhs) Equity Shares of Rs. 10 each (Rupees
Ten only). During the year under review, there
were no changes in the Authorized Share
Capital.

Paid-up Share Capital

During the year under review, pursuant to
allotment of 27,625 (Twenty-Seven Thousand
Six Flundred and Twenty-Five) Equity Shares of
Rs. 10 (Rupees Ten only) each on 10 January
2025 under Banka BioLoo Limited Employee
Stock Option Plan - 2023, the Paid-up Share
Capital was increased to Rs. 10,87,42,070
(Rupees Ten Crores Eighty-Seven Lakhs Forty-
Two Thousand and Seventy only), divided into
1,08,74,207 (One Crore Eight Lakhs Seventy-
Four Thousand Two Flundred and Seven)
Equity Shares of Rs. 10 each (Rupees Ten
only).

As a result of the above, as on 31 March 2025,
the Paid-up Share Capital of the Company
stands at Rs. 10,87,42,070 (Rupees Ten Crores
Eighty-Seven Lakhs Forty-Two Thousand and
Seventy only), divided into 1,08,74,207 (One
Crore Eight Lakhs Seventy-Four Thousand Two
Flundred and Seven) Equity Shares of Rs. 10
each (Rupees Ten only).

Employee Stock Option Scheme

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

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

The Company obtained the in-principle approval
for listing of 5,42,329 (Five Lakh Forty-Two
Thousand Three Hundred and Twenty-Nine)
Equity Shares of Rs. 10 (Rupees Ten only) each,
from the National Stock Exchange (NSE) vide
their letter No. NSE/LIST/37931 dated 30
October, 2023.

Further, pursuant to the approval accorded by
the members of the Company in the 11th
Annual General Meeting, the in-principle
approval from NSE, and approval of the
Nomination and Remuneration Committee
(Compensation Committee) of the Company in
their meetings held on 30 May 2024, 13 August
2024 and 13 February 2025, approved and
granted 38,000 (Thirty-Eight Thousand), 24,000
(Twenty-Four Thousand) and 12,000 (Twelve
Thousand) options respectively, to eligible
employees of the Company.

Further, on 10 January 2025, 27,625 (Twenty-
Seven Thousand Six Hundred and Twenty-Five)
Equity Shares of the Company of Rs. 10
(Rupees Ten only) each, were allotted to eligible
employees on exercise of vested options under
ESOP Scheme 2023.

During the year under review, there has been no
material change in the ESOP Scheme 2023 and
the same was in compliance with the Securities
and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB & SE
Regulations"). Applicable disclosures as
stipulated under the SEBI SBEB & SE
Regulations with regard to ESOP Scheme 2023
is available on the website of the Company at
https://www.bankabio.com/_files/i-icicl/6e0681_
66e45f28687549bda1 fO 50b 13a226fe7.pdf.

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

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

During the year under review, your Company
has not raised any fund through preferential
allotment or qualified institutions placement.

Further, a detailed information has been
disclosed under head “Employee Stock Option
Scheme" to this Report.

Listing

The equity shares of your Company are listed
on National Stock Exchange. The listing fee has
been paid for the financial year 2024-25.

Board Composition, Directors, and Key
Managerial Personnel

Board of Directors

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

Retirement by Rotation

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

As, Mr. Akhilesh Kumar Tripathi (DIN:
05338290) was re-appointed by rotation in the
12th Annual General Meeting, the Board
proposed Mr. Sanjay Banka (DIN: 06732600), to
be re-appointed by rotation.

Mr. Sanjay Banka (DIN: 06732600), retires by
rotation in the ensuing Annual General Meeting
and being eligible, offers himself for re¬
appointment. A resolution seeking
shareholders' approval for his re-appointment,
along with other required details, forms part of
the Notice of the 13th Annual General Meeting
to the Annual Report.

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

Appointment and Cessation

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

Executive Directors

Pursuant to the approval of the members of the
Company at the 12th Annual General Meeting
held on 8 August 2024, the following re¬
appointments have been made for a term of
three (3) years, effective from 2 September
2024.

* Mr. Sanjay Banka (DIN: 06732600) has been
re-appointed as Executive Chairman of the
Company.

* Mrs. Namita Sanjay Banka (DIN: 05017358)
has been re-appointed as Managing Director
of the Company.

* Mr. Akhilesh Kumar Tripathi (DIN: 05338290)
has been re-appointed as Executive Director
of the Company.

These re-appointments are in accordance with
the applicable provisions of the Companies Act,
2013 and the rules framed thereunder.

Further, subject to the approval of the members
at the ensuing 13th Annual General Meeting, the
Board of Directors, at its meeting held on 8
August 2025, has re-appointed Mr. Vishal
Murarka (DIN: 06729485) as Executive Director,
designated as Chief Executive Officer of the
Company, for a period of three (3) years,
effective from 1 October 2025. The resolution
seeking shareholders' approval for his re¬
appointment, along with the necessary details,
forms part of the Notice of the 13th Annual
General Meeting. Further, the relevant
information as required under Regulation 36(3)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is provided
as Annexure II to the said Notice.

Independent Directors

* Pursuant to the approval of the members of
the Company at the 12th Annual General
Meeting held on 8 August 2024, Mr. Sanjay
Kumar Gangwar (DIN: 08153290) has been
re-appointed as a Non-Executive
Independent Director, for a second term
having a tenure of 5 years w.e.f. 2 October

2024.

* Further, subject to the approval of the
members at the ensuing 13th Annual
General Meeting, the Board of Directors, at
its meeting held on 8 August 2025, has re¬
appointed Dr. Basava Raju Dumpala (DIN:
03303947) as a Non-Executive Independent
Director for a second term having a tenure
of 5 (five) years, w.e.f. 17 September 2025,
and appointed Mrs. Geeta Goti (DIN:
06866598) as a Non-Executive Woman
Independent Director for first term having a
tenure of 5 (five) years, w.e.f. 17 September

2025. The resolutions seeking shareholders'
approval for their appointment / re¬
appointment, along with the necessary
details, forms part of the Notice of the 13th
Annual General Meeting. Further, the
relevant information as required under
Regulation 36(3) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, is provided as Annexure
II to the said Notice.

Company Secretary & Compliance Officer

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

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

The Board of Directors, on the recommendation
of the Nomination and Remuneration
Committee, appointed Mrs. Nitika Lakhotia as
the Company Secretary & Compliance Officer
(Key Managerial Personnel) of the Company,
w.e.f. 30 May 2024, in accordance with the
provisions of Section 203 of the Companies
Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the SEBI Listing
Regulations.

Pursuant to the provisions of Section 2(51), 203
of the Companies Act, 2013, read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, details of
the Key Managerial Personnel of the Company
are as follows:

There was no other change in the composition
of the Board and Key Managerial Personnel of
the Company, apart from the changes
mentioned above.

Declaration by the Independent Directors

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

The Independent Directors of the Company
undertook requisite steps towards the inclusion
of their names in the databank of Independent
Directors, maintained with the Indian Institute
of Corporate Affairs, in terms of Section 150 of
the Companies Act, 2013, read with Rule 6 of
the Companies (Appointment and Qualification
of Directors) Rules, 2014.

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

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

Directors' Responsibility Statement

In terms of Section 134(5) of the Companies
Act, 2013, and in relation to the audited
financial statements of the Company for the
financial year ended 31 March 2025, the Board
of Directors, hereby, confirms that:

a) In the preparation of the annual accounts,

the applicable accounting standards have
been followed, along with proper

explanation relating to material departures,
if any;

b) Such accounting policies, as mentioned in
the notes to the financial statements, have
been selected and applied consistently, and
judgments and estimates that are
reasonable and prudent made, so as to
give a true and fair view of the state of
affairs of the Company at the end of the
financial year 2024-25, and of the profit or
loss of the Company for that period.;

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

d) The annual accounts for the year 2024-25
have been prepared on a going-concern
basis;

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

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

Annual Evaluation of Individual
Directors, Committees and Board

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

The evaluation process was conducted by
circulating a questionnaire to all Directors to
obtain their responses. The questionnaire
covered various aspects of the Board's
functioning, including the adequacy of the
composition of the Board and its Committees,
Board culture, execution and performance of
specific duties, obligations, and overall
governance.

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

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

After reviewing all responses, the Directors
expressed satisfaction with the evaluation
process. The results confirm that the Board
and its Committees continue to function
effectively, and that the performance of the
Directors and the Chairman remains highly
satisfactory.

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

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

Board Diversity

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

httDs://www.bankabio.com/_files/uad/8c91db
_8ca92108cec14b9ea6a2dbfc212a0edc.pdf

Code of Conduct and Declaration on
Code of Conduct

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

https://www.bankabio.com/_files/ugd/8c91db

Jfb4f8342ba845199ddb4bb5e05ed634.pdf

Declaration in this regard forms part of the
corporate governance report.

Committees of the Board

As on 31 March 2025, the Board has 4 (Four)
committees, the details of committees are as
follows.

Audit Committee

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

Nomination and Remuneration Committee

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

Stakeholders' Relationship Committee

Stakeholders' Relationship Committee (SRC) is
constituted, in line with the provisions of
Regulation 20 of SEBI (LODR) Regulations, and
Section 178 of the Companies Act, 2013. The
composition of the SRC, its terms of reference,
details of the meeting of the SRC, and such
other details are provided in the Report on
Corporate Governance, annexed to this Report.

Operations Committee

Pursuant to approval of Audit Committee, the
Board of Directors constituted Opertaions
Committee (OC), to delegate the powers to
borrow monies and invest funds of the
Company, pursuant to Section 179 of the
Companies Act, 2013.

The composition of the OC, its terms of
reference, details of the meeting of the OC, and
such other details, are provided in the Report on
Oomorate Governance, annexed to this Renort

Establishment of Vigil Mechanism

The Company has adopted a Whistle Blower
Policy, establishing a vigil mechanism to
provide a formal mechanism to the directors
and employees, to report concern about
unethical behaviour, actual or suspected fraud,
or violation of code of conduct and ethics. It,
also, provides for adequate safeguards against
the victimization of employees, who avail of the
mechanism, and provides direct access to the
chairman of the Audit Committee, in
exceptional cases. The whistle-blower policy is
available on the website of the Company under
weblink

httDs://www.bankabio.com/_files/uad/8c91db
J6572107772f46558cc762e07281 ba84.pdf

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

Meeting of the Board of Directors

The Board meetings are, normally, held on a
quarterly, and/or on-need basis. During the year
under review, the Board of Directors met 5 (five)
times. The maximum interval between any two
meetings did not exceed 120 days. The details
of the board meetings are given in Report on
Corporate Governance, which forms part of this
report.

Meeting of the Independent Directors

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

Familiarization Programme for Independent
Directors

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

httDs://www.bankabio.com/_files/uad/8c91db_

6839cd6333da4cd28b792817afe72ea7.pdf

Statutory Auditors

The members of the Company at the 12th
Annual General Meeting of the Company held
on 8 August 2024, approved the appointment of
M/s. B. D. Saboo & Associates, Chartered
Accountants, (Firm Registration Number:
003505S), as Statutory Auditors of the
Company, for a period of 5 (five) years, i.e., from
the conclusion of 12th Annual General Meeting
till the conclusion of the 17th Annual General
Meeting of the Company. M/s. B. D. Saboo &
Associates, have confirmed that they have not
been disqualified to act as Statutory Auditors of
the Company and that their appointment is
within the ceiling limit as prescribed under
Section 141 of Companies Act, 2013 and
relevant statute.

The Auditor's Report on the financial
statements of the Company for the FY 2024-25
does not contain any qualification, reservation,
adverse remark or disclaimer, and the notes to
the financial statements, referred to therein are
self-explanatory, thereby not requiring any
further comment on the same. No frauds have
been reported by the Auditors in their Report.

Secretarial Audit

Pursuant to the provisions of Section 204 of
the Companies Act, 2013, and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company had
appointed M/s. P. S. Rao & Associates,
Practicing Company Secretaries, to undertake
the secretarial audit of the Company for the FY
2024-25.

The Secretarial Audit Report for the FY 2024-25
in Form MR-3 is annexed to this report as
Annexure VI, and forms part of this annual
report.

There are following qualifications, reservations,
adverse remarks, disclaimer or emphasis of
matter in the Reports but there are some
clarification that the Company provided to the
Secretarial Auditor and the same is
incorporated in below:

Secretarial Auditor Observation:

Non-Filing of MGT-14 w.r.t. resolution passed in
pursuance of Section 179(3)(d) - It was
observed that the Company has passed Board
Resolutions during the review period w.r.t.
borrowing of amount pursuant to Section
179(3)(d), within the limits of Section 180. The
said resolutions are required to be filed with
ROC in accordance with Section 117(3)(g),
which are not being done.

The Management Clarification:

Due to inadvertence, the filing of Form MGT-14
within the prescribed timeline was
unintentionally missed. We are currently in the
process of filing the said form along with the
applicable additional fees as prescribed under
the Companies Act, 2013.

Further, pursuant to the provisions of
Regulation 24A and other applicable provisions,
if any, of the SEBI Listing Regulations, 2015,
read with Section 204 of the Companies Act,
2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, and based on the recommendation of the
Audit Committee, the Board of Directors, at
their meeting held on 28 May 2025, approved
the appointment of M/s. P. S. Rao &
Associates, Practicing Company Secretaries,
who hold a valid certificate of peer review
issued by the Institute of Company Secretaries
of India, as the Secretarial Auditors of the
Company for first term of five consecutive
years commencing

from the FY 2025-26 to the FY 2029-30, subject
to the approval of the shareholders at the
ensuing Annual General Meeting.

A detailed proposal for appointment of
Secretarial Auditor forms part of the Notice
convening this Annual General Meeting.

Maintenance of Cost Records / Cost
Audit

For the FY 2024-25, your 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,
is in respect of the activities carried on by the
Company. Further, cost audit, as specified
under Rule 4 of the Companies (Cost Records
and Audit) Rules, 2014, is not applicable.

Internal Auditors

The Board of Directors had, upon

recommendation of the Audit Committee,
appointed M/s. M H A & Associates LLP,
Chartered Accountants, as the internal Auditors
of the Company for FY 2024-25 in accordance
with the provisions of Section 138 of the
Companies Act, 2013, read with Companies
(Accounts) Rules, 2014.

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

Internal Financial Control Systems and
their Adequacy

The Company has adequate internal control
systems and procedures, designed to
effectively control its operations. The internal
control systems are designed to ensure that the
financial and other records are reliable for the
preparation of financial statements and for
maintaining assets. The Company has well-
designed standard operating procedures
(SOPs), considering the essential components
of internal control, as stated in the Guidance
Note on Audit of internal Controls over Financial
Reporting, issued by the institute of Chartered
Accountants of India, internal Auditor conducts
audit, covering a wide range of operational
matters, and ensures compliance with specified
standards.

Planned periodic reviews are carried out by
internal Auditor. The findings of internal Audit
are reviewed by the top management and by
the Audit Committee of the Board of Directors.

Based on the deliberations with Statutory
Auditors to ascertain their views on the
financial statements, including the financial
reporting system and compliance to
accounting policies and procedures, the Audit
Committee was satisfied with the adequacy
and effectiveness of the internal controls and
systems followed by the Company.

Management Discussion & Analysis
Report

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

Corporate Governance Report

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

A certificate from M/s. P. S. Rao & Associates,
Practicing Company Secretaries, confirming
compliance with the conditions of corporate
governance is also attached to the Corporate
Governance Report.

Annual Return

in terms of Section 92(1) and Section 92(3) of
the Companies Act, 2013, read with Rule 11 of
the Companies (Management and
Administration) Rules, 2014, the Annual Return
of the Company, has been prepared and made
available on the website of the Company under
the weblink

httDs://www.bankabio.com/_files/uad/6e0681
_07ff7efabe464f65b37642f3c120ec1 e.pdf

Particulars of Loans, Guarantees and
Investments

As per the requirements of Section 186 and
Section 134(3)(g) of the Companies Act, 2013,
and Schedule V of SEBI Listing Regulations,
2015, we would like to inform that details of
loans, guarantees, securities and investments
made by the Company, are provided in Note
Nos. 7,13,37 and 40 to the standalone financial
statements, forming part of the Annual Report.

Public Deposits

During the FY 2024-25, your Company has not
accepted any deposit that falls within the scope
of Section 73 and Section 74 of the Companies
Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014. Further,
there is no amount outstanding at the
beginning of FY 2024-25, which can be
classified as 'Deposits' in terms of Section 73 of
the Companies Act, 2013, read with Companies
(Acceptance of Deposit) Rules, 2014.

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

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

Particulars of Contracts or
Arrangements with Related Parties

information on transactions with related
parties, pursuant to Section 134(3)(h) of the
Companies Act, 2013, read with Section 188
and Rule 8(2) of the Companies (Accounts)
Rules, 2014, pursuant to SEBI Listing
Regulations, 2015, are given in Form AOC-2, and
forms part of this report as Annexure ii.

Significant and material orders passed
by Regulators or Courts or Tribunals

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

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

The Company is committed to provide a safe
and conducive work environment to its
employees, and has adopted a policy on
prevention, prohibition and redressal of sexual
harassment at workplace, in line with the
provision of the Sexual Flarassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, and the rules made
thereunder, internal Committee (1C) has been
set up to redress complaints received regarding
sexual harassment. All employees are covered
under this policy.

During the financial year ended 31 March 2025,
the Company did not receive any complaint
pertaining to sexual harassment of employees.
The Company complied with provisions relating
to the constitution of 1C under the Sexual
Flarassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013.

Disclosures in respect of voting rights
not directly exercised by employees

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

Risk Management

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

Industrial Relations

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

Human Resources

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

Corporate Social Responsibility

The provisions of Section 135 of the Companies
Act, 2013 and the rules made thereunder are
not applicable to the Company during the year
under review.

Proceeding under IBC and One-time
Settlement of financial dues

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

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

* No one-time settlement of financial dues
was made during the year under review.

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

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

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

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

For the details of transaction(s) of your
Company with entity(ies) belonging to the
promoter/ promoter group, which holds more
than 10% shareholding in the Company, as
required under Para A of Schedule V of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure) Requirements)
Regulations, 2015, please refer to Notes No. 37
to the Standalone Financial Statements.

Code of Conduct

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

Insider Trading Regulations

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

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

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

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

Disclosures of Certain Types of
Agreements binding listed entities

There is no such agreement binding the
Company.

Secretarial Standards

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

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

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

Investor Complaint and Compliance

During the year review NO case was registered
on SCORES Portal and Online Dispute
Resolution (ODR) Portal of SEBI from any
investor of the Company.

Compliance under Maternity Benefit
Act, 1961

The Company has complied with the provisions
of the Maternity Benefit Act, 1961, including the
amendments introduced vide the Maternity
Benefit (Amendment) Act, 2017. The Company
provides all eligible female employees with
maternity benefits including paid leave and
other prescribed entitlements as mandated
under the Act.

Further, the Company has implemented the
following in accordance with the law:

* Paid maternity leave of 26 weeks for eligible
women employees.

* Ensured that no discrimination is made in
recruitment or employment conditions on
grounds of maternity.

* The Company remains committed to
fostering a supportive and inclusive
workplace that prioritizes employee well¬
being and gender equity.

Other Disclosures

* The proceeds from the public issue were
fully utilized by the Company, without any
deviation or variation, before the beginning
of FY 2024-25. During the year under review,
your Company did not revise financial
statement.

* The financial statements for FY 2024-25
have been prepared as per the applicable
accounting standards.

Acknowledgement

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

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