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BHARATROHAN AIRBORNE INNOVATIONS LTD.

04 December 2025 | 04:02

Industry >> Agricultural Products

Select Another Company

ISIN No INE0QMV01017 BSE Code / NSE Code 544535 / BHARATROHAN Book Value (Rs.) 21.46 Face Value 10.00
Bookclosure 52Week High 149 EPS 4.68 P/E 31.80
Market Cap. 296.65 Cr. 52Week Low 86 P/BV / Div Yield (%) 6.94 / 0.00 Market Lot 1,600.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Board of Directors hereby presents their 9th (Nineth) report of BharatRohan Airborne
Innovations Limited ("the Company") together with Standalone and Consolidated
Audited Financial Statements for the Financial Year ended on 31st March, 2025 (“During
the year”).

FINANCIAL SUMMARY OF FINANCIAL STATEMENTS:

The highlight of company’s financial performance for the financial year ended 31st March,
2025:

Stant

alone

Consolidated

Particulars

Year Ended
31st Mar 2025

Year Ended
31st Mar 2024

Year Ended
31st Mar 2025

Year Ended
31st Mar 2024

Revenue from
Operations

2817.23

1895.48

2817.23

1895.48

Profit Before Tax

890.38

516.68

883.46

516.68

Less:

Current Tax

121.76

111.06

121.76

111.06

MAT Credit
entitlement

(121.75)

(111.06)

(121.75)

(111.06)

Tax Expense of earlier
period

0.94

21.60

0.94

21.60

MAT tax credit
entitlement for earlier
period

(21.54)

(0.24)

(21.54)

(0.24)

Deferred Tax

(28.92)

(16.29)

28.92

16.29

Profit For the Year

939.90

511.61

932.97

511.61

STATE OF COMPANY’S AFFAIRS/ HIGHLIGHTS:

a) The Company is dedicated to empowering farmers by mitigating crop losses through
the prediction of pest attacks and disease outbreaks. Our team comprises aeronautical
engineers, UAV system engineers, and hyperspectral imaging experts, who leverage
affordable UAVs/drones, hyperspectral imaging, data analytics, artificial
intelligence, and machine learning technologies to address specific farm
challenges. Through our technological intervention, farmers are enabled to cultivate
crops using Integrated Crop Management (ICM) techniques, resulting in a significant
reduction in chemical usage during cultivation. Additionally, the company provides
agri-inputs to partner farmers and facilitates better market access by procuring their
farm produce and supplying it to domestic and international markets. BharatRohan has
established itself as a leading vertically integrated player in the agritech
sector, delivering sustainable farming solutions for farmers while ensuring the
availability of safe food for consumers.

b) Horizontal Growth:

Our drone-based crop monitoring services have experienced substantial horizontal
growth, now serving over
200,000 acres and benefiting more than 50,000
farmers
across Uttar Pradesh, Rajasthan, Maharashtra, Meghalaya, Andhra Pradesh,
Telangana and Karnataka. This expansion underscores the increasing adoption of
precision agriculture technologies and the tangible value our services deliver in
enhancing farm productivity and efficiency. Through the strategic deployment of our
advanced drone fleet, we are providing farmers with precise, real-time insights into crop
health, nutrient deficiencies, pest infestations, and irrigation needs. This data-driven
approach enables timely interventions, optimizes input usage, minimizes crop losses,
and ultimately contributes to improved yields and farmer profitability across these key
agricultural states.

c) Alternate Wetting and Drying (AWD) Project:

We have successfully implemented the AWD project across 7,250 acres, advancing
water conservation and sustainable rice cultivation. In the next season, we aim to
expand this initiative to 20,000 acres, with the added goal of generating carbon credits.

d) Meghalaya Ginger Project:

Under our CropAssure® program, we have supported 300 acres of ginger and paddy
cultivation, equipping farmers with data-driven insights to improve their practices.
Additionally, we have initiated the setup of a BharatRohan Pragati Centre to offer
localized resources and support, further empowering the farming community in
Meghalaya.

e) International Finance Corporation (IFC) - Government Uttar Pradesh Project:

In Barabanki district, we have onboarded new 400 wheat farmers under the Government
of Uttar Pradesh and IFC monitored project. Through our CropAssure® services, we are
enabling robust monitoring and evaluation systems, laying the foundation for scalable
operations across the state through the government support.

f) Long Term Collaboration with Major Agri-input and Agritech Players:

BharatRohan is in advanced stages of collaborating with a major agri-input and agritech
companies and having access to 18 Lakh farmers in 12 Indian states. BharatRohan will
provide drones to their regions of interest across India and will provide spraying and
crop monitoring services.

PIONEERING INNOVATION & EMBRACING CUTTING-EDGE TECHNOLOGY
• AgHub ACRAT Project:

In collaboration with AgHub and Fraunhofer, Germany, we are accelerating climate-
resilient agriculture across Telangana. This initiative spans 1,000 acres of cotton and
paddy, integrating cutting-edge technologies to address climate challenges.

4 A

• Partnership with Mastercard and Obopay for launch of BharatRohan Pragati
Card:

We have partnered with Mastercard and Obopay to issue Pragati Cards, enabling
BharatRohan farmers to access agri-inputs, drone technology, and seamless payment
solutions. This initiative incentivizes farmers to adopt technology by offering
cashbacks and discounts, improving retention. Additionally, Mastercard’s FarmPass
platform will enhance input and output sales, facilitate invoice discounting, and enable
credit facilities for input purchases via Pragati Cards.

STRATEGIC R&D ALLIANCES: DRIVING INNOVATION & GROWTH

• IGSTC - AI in Climate Change and Agriculture Fund:

In partnership with AgHub and Fraunhofer, we are advancing crop-specific Spectral

Vegetation Indices (SVI) development and spectral library creation.

• Drone Type Certifications:

Nearing completion of Type Certification for our 10-liter drone (currently under review at
Directorate General of Civil Aviation, expected by June 2025) and progressing with the 16-
liter drone certification for March 2025.

BEYOND BORDERS: TRANSFORMING VISION INTO GLOBAL SUCCESS

• Formed a wholly owned subsidiary called Groeigids B.V. in The Hague, Netherlands.

• Partnership Belgium based research organisation: Collaborating to develop
hyperspectral edge computing drones for global markets through our fully owned
subsidiary, Groeigids B.V. This strategic move will facilitate close collaboration with
Dutch hyperspectral imaging manufacturers, leading to the development of an
integrated drone equipped with hyperspectral data acquisition and edge computing
capabilities. This innovative product will be marketed globally, propelling the
company's product innovation and revenue streams to new heights.

The Netherlands office will also serve as a gateway for Bharatrohan to export ICM
(Integrated Crop Management), residue free farm products sourced from farmers
utilizing Bharatrohan's services, to European markets.

This R&D collaboration has the potential to revolutionize precision agriculture by
enabling real-time crop analysis, early disease detection, and optimized resource
management, contributing to increased yields and sustainability in farming practices
worldwide.

NEXT-GEN DRONE MONITORING: ENHANCING PRECISION & SECURITY
Expanding Regional Footprint: Unlocking Strategic Opportunities

• Maharashtra: Onboarded 7 FPCs, covering 2,500 acres and targeting 6,000 acres for
the upcoming season.

to M

• Madhya Pradesh: Added 2 FPCs, extending CropAssure services to crops like
coriander, maize, mustard, and Bengal gram, adding additional 2,500-acres under
service.

• Major Agribusiness Conglomerate: Expanded crop monitoring services for chilli
crops across 600 acres in Bhadrachalam, Warangal, and Raichur districts.

Innovating Business Growth: Launching New Commercial Frontiers

Initiated a comparative study for chilli crops in Khammam to ensure compliance with
chemical residue free quality standards in association with a corporate partner.

• Partnered with DCM Shriram Foundation to monitor mangrove health using drone
technology.

Driving Scalable Success: Advancing Operations & Market Entry

The Maharashtra Agro Industries Development Corporation Ltd (MAIDC) Tender

Secured a tender to provide crop monitoring and spraying services in Maharashtra's
Marathwada region, covering 50,000 acres with a revenue potential of ?5 Crore.

Sourcing & Procurement

• Strengthened residue free farm product sourcing from our partner farmers across
Madhya Pradesh, Maharashtra, and Rajasthan.

• Established a new collection centre in Maharashtra for soybean, turmeric, and Bengal
gram procurement.

Export Readiness

• Obtaining necessary certifications (Spice Board RCMC, FSSAI, APED A) for
exporting agricultural commodities.

• Secured a grant from International Fund for Agricultural Development (IFAD) for
setting up of a processing unit in Jodhpur, to clean, sort, and package spices,
oilseeds and pulses for international markets.

• Initiated FSSC 22000 certification for farm-level and processing plant compliance
for European and US exports.

• Partnerships with chemical residue testing labs to optimize farm practices in line
with global standards.

During the Financial Year ended 31st March 2025 there has been no change in the business of
the company. During the Financial Year Company has filed an application for conversion from
Private Limited company to a Limited Company in a duly convened Annual General Meeting
held on 29th August 2024, the same got approved by the authorities and came effective from
12th November 2024

During the Financial Year company has generated revenue of Rs. 2817.23 Lakhs Compared
to Revenue of Rs. 1895.48 Lakhs generated last year.
Company has earned the Profit after
Tax of Rs. 939.92 Lakhs.
The Directors of the Companies are continuously trying their best
to generate more sources of revenue.

DIVIDEND AND TRANSFER TO RESERVES;

• DIVIDEND:

During the Financial Year i.e 2024-25 the Board of Directors does not recommend payment
of dividend for the Financial Year ended 31st March 2025.

• TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to General Reserve for the period
ended 31st March 2025.

CHANGE IN NATURE OF BUSINESS:

There has been no material change in the nature of business of the Company during the
Financial Year 2024-25.

CAPITAL STRUCTURE:

• AUTHORISED SHARE CAPITAL:

As on 1st April 2024 the Authorized Share Capital of the Company was increase from INR
5,00,00,000 (Rupees Five Crore Only) comprising of 50,00,000 Equity Shares of INR 10/-
each to INR10,00,00,000 (Rupees Ten Crore Only) Comprising of 1,00,00,000 equity Shares
of INR 10/- each in a duly convened Extra-Ordinary General Meeting held on 1st April 2024.

During the Financial Year 2024-25 the following changes occurred in the Authorised share
capital pursuant to following transactions:

> Increase in Authorised Share Capital of the Company from INR 10,00,00,000 (Rupees
Ten Crore Only) consisting of 1,00,00,000 (One Crore Only) Equity Shares of INR
10/- each to 15,00,00,000 (Rupees Fifteen Crore Only) consisting of 1,50,00,000 (One
Crore Fifty Lakhs Only) Equity Shares of INR 10/- each in a duly convened Annual
General Meeting held on 29th August 2024.

> Increase in Authorised Share Capital of the Company from INR 15,00,00,000 (Rupees
Fifteen Crore Only) consisting of 1,50,00,000 (One Crore Fifty Lakhs Only) Equity
Shares of INR 10/- each to 20,00,00,000 (Rupees Twenty Crore Only) consisting of
2,00,00,000 (Two Crore Only) Equity Shares of INR 10/- each in a duly convened
Extra-Ordinary General Meeting held on 20th February 2025.

• ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

As on 1st April 2024 the Issued, Subscribed and Paid-up Share Capital of the Company was
INR 3,21,49,020/- (Three Crore Twenty-One Lakhs Forty-Nine Thousand and Twenty Only)
comprising of 32,14,902 (Thirty-Two Lakhs Fourteen Thousand Nine Hundred and Two
Only) Equity Shares of INR 10/- each.

During the Financial Year 2024-25 the following changes (through allotment) occurred in the
issued, subscribed and paid-up share capital pursuant to following transactions:

tM

• 23rd April 2024: Allotment of 70,966 Equity Shares of INR 305/- each (Including INR 295/-
Share Premium) by way of Private Placement (01/2024-25).

• 13th September 2024: Allotment of 1,14,500 Equity Shares of INR 335/- each (Including INR
325/- Share Premium) by way of Private Placement (02/2024-25).

• 25th September 2024: Bonus Issue of 1,02,40,365 (One Crore Two Lakhs Forty Thousand
Three Hundred and Sixty-Five Only) Equity Shares.

• 17th February 2025: Allotment of 9,70,000 Equity Shares of INR 85/- each (Including INR
75/- Share Premium) by way of Private Placement (03/2024-25).

As on 31st March 2025 the Issued, Subscribed and Paid-up Share Capital of the Company
stands at INR 14,62,38,200/- (Forten Crore Sixty-Two Lakhs Thirty-Eight Thousand Two
Hundred Only) comprising of 1,46,23,820 (One Crore Forty-Six Lakhs Twenty-Three
Thousand Eight Hundred and Twenty Only) Equity Shares of INR 10/- each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on date of this report there are Six (06) Directors.

The details of Directors and Key Managerial Personnels (KMPs) of the Company are given
below:

NAME OF DIRECTOR/KMP

DIN

CATEGORY

DIRECTOR

Amandeep Panwar

07483508

Executive Director and Chairman

Rishabh Choudhary

07585659

Executive Director

Vijay Nadiminti

09224837

Non-Executive Director

Sarita Bahl

08832351

Independent Director

Alka J Dangash

08018896

Independent Director

Rajamani Shankar

10773674

Independent Director

KEY MANAGERIAL PERSONNEL

Amandeep Panwar

07483508

Managing Director

Rishabh Choudhary

07585659

Whole Time Director

Aakansha Singh

Company Secretary & Compliance
Officer

Ved Prakash Goel

Chief Financial Officer

During the Financial Year 2024-25 following changes have occurred in the Composition of
Board of Directors and Key Managerial Personnel:

• Mr. Vijay Nadiminti (DIN:09224837) was appointed as Non-Executive Director wef
12th September 2024.

• Ms. Alka J Dangash (DIN:08018896) was appointed as Independent Director wef 12th
September 2024.

• Mrs. Sarita Bahl (DIN:08832351) was appointed as Independent Director wef 12th
September 2024.

• Mr. Rajamani Shankar (DIN: 10773674) was appointed as Independent Director wef
12th September 2024.

r

• Mr. Amandeep Panwar (DIN:0748308) was redesignated and appointed as CEO,
Managing Director and Chairman of the company wef 12th September 2024.

• Mr. Rishabh Choudhary (DIN:07585659) was redesignated and appointed as Whole
Time Director of the Company wef 12th September 2024.

• Mr. Chandra Sekhar Ande (Chartered Accountant having Membership No: 271622 and
Cost Management Accountant having Membership No: 54330) was appointed as Chief
Financial Officer of the company wef 12th September 2024.

• Mr. Mukesh Panwar (DIN:01872914) resigned from his position of Directorship of
the company wef 24th September 2024.

• Mr. Chandra Sekhar Ande (Chartered Accountant having Membership No: 271622 and
Cost Management Accountant having Membership No: 54330) resigned from his
position of Chief Financial Officer wef 18th January 2024

• Mr. Yed Prakash Goel was appointed as Chief Financial Officer of the Company wef
1st April 2025

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have confirmed that they meet the independence criteria in
accordance with Section 149(6) of the Companies Act, 2013 and the rules framed thereunder.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act,
Rules made thereunder.

MEETINGS:

• BOARD MEETINGS:

During the Financial Year ended 31st March 2025, (10th) Ten Board Meetings were held and
the Maximum time gap between the two-board meeting was not more than 120 Days. Details
of which is mentioned hereunder:

S. NO

DATE OF MEETING

TOTAL NO

NO OF DIRECTORS

OF

PRESENT AT THE

DIRECTORS

MEETING

1

23 April 2024

3

3

2

10 June 2024

3

2

3

22 July 2024

3

2

4

5 August 2024

3

2

5

5 September 2024

3

2

6

20 September 2024

6

6

7

20 December 2024

6

5

8

11 January 2025

6

6

9

10 February 2025

6

5

10

24 March 2025

6

6

• GENERAL MEETINGS:

During the Financial Year ended 31st March 2025, (06th) Six Extra-Ordinary General
Meeting
were convened and (01) One Annual General Meeting was convened. Details of
which is mentioned hereunder:

S.NO

DATE OF
MEETING

TYPE OF
MEETING

NO OF

SHAREHOLD

ERS

NO OF

SHAREHOLDE
RS WHO WERE
PRESENT AT
THE MEETING
(AGM/EGM)

1

01st April 2024

Extra Ordinary
General Meeting

74

4

2

26th July 2024

Extra Ordinary
General Meeting

77

3

3

29th August
2024

Annual General
Meeting

77

5

4

6th September
2024

Extra Ordinary
General Meeting

78

4

5

23rd September
2024

Extra Ordinary
General Meeting

87

4

6

6 th February
2025

Extra Ordinary
General Meeting

110

5

7

6th March 2025

Extra Ordinary
General Meeting

114

7

CORPORATE GOVERNANCE:

The Company believes in the philosophy of conducting business through fair and ethical
means and has set in the best corporate governance practices in its day-to-day operations
aimed at building trust with all stakeholders.

DIRECTOR’S RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial
year ended 31st March, 2025, are in full conformity with the requirement of the Companies
Act, 2013. The Financial Accounts are audited by the Statutory Auditors,
M/s. Keyur Shah
& Associates (FRN: 333288W).
The Directors further confirm that: -

• In the preparation of the annual accounts for the year ended 31st March, 2025 the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been
followed and there are no material departures from the same.

• 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 at 31st March, 2025 and of the profit of the Company
for the year ended on that date.

• 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.

M

• The Directors have prepared the annual accounts on a 'going concern' basis.

• The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013
pertaining to laying down internal financial controls is not applicable to the Company.

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

DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES:

The details of Subsidiary as on 31st March 2025 are provided in Annexure-I annexed with
this Report.

STATEMENT CONTAINING THE SALIENT FEATURES OF FINANCIAL
STATEMENTS OF SUBSIDIARIES:

In terms of Rule 8 (1) of the Companies (Accounts) Rules, 2014, this Board Report has been
prepared on the basis of Standalone Financial Statements of the Company for FY 2024-25.

In compliance with provisions of Section 129 (3) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, the Consolidated Financial Statements of the Company
and the subsidiaries are prepared in the same form and manner as that of its own and in
accordance with the applicable Generally Accepted Accounting Principles (GAAP) and
relevant provisions of the Act and Rules made thereunder, which shall also be laid before the
Annual General Meeting ("AGM") of the Company along with the laying of its Financial
Statement under Section 129(2) of the Companies Act, 2013.

Pursuant to the provisions of section 129(3) of the Companies Act, 2013, a statement
containing the salient features of the financial statements of the Company's subsidiaries in
Form AOC-1 is annexed as Annexure-II.

Further, pursuant to Section 129(3) of the Companies Act, 2013 read with rule 5 of Companies
(Accounts) Rules, 2014, Consolidated Financial Statements presented by the Company
includes the Financial Statements of its subsidiaries, and joint venture Companies.

DEPOSITS:

During the Financial Year 2024-25, the Company has not further accepted any deposits from
the public in contravention of Chapter V of the Companies Act, 2013.

As per Section 73(2) of the Companies Act 2013 Company has repaid Loan accepted from
member amounting to INR 89,00,000/- (Rupees Eighty-Nine Lakhs Only) which was
accepted by the company in last Financial Year.

PARTICULARS OF LOANS. GUARANTEE AND INVESTMENT:

The Company has not made any Investment, given guarantee and securities during the
financial year under review. There for no need to comply provisions of section 186 of
Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1)
of the Companies Act 2013 entered by the Company during the year is appended as
Annexure-HI, in the prescribed Form AOC-2 and forms part of this Report

CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as
adopted by the Board of Directors and the initiatives undertaken by the Company on CSR
activities during the year under review are set out in
Annexure-IV of this report in the format
prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as
amended from time to time.

Your Directors are pleased to inform that Profit calculated as per Section 198 of the
Companies Act 2013; the company has actively utilised this amount as prescribed under
Schedule VII of the Act in association with various NGO’s.

The Company is exempted from the formation of CSR Committee as per Section 135(9) of
the Companies Act 2013 and hence all the CSR related obligations will be managed by the
Board itself till Company has to mandatory constitute CSR Committee.

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

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and Outgo required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013
are given in
Annexure-V to this report.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a Risk Management Policy to manage risks
inherent in various aspects of the business. The focus of Risk Management is to access the
risks and deploy mitigation measures.

INTERNAL FINANCIAL CONTROL:

The Company, being unlisted, is exempt from sub-clause (e) of section 134(3) of the
Companies Act, 2013, which pertains to laying down internal financial controls. However, the
Company has established adequate internal financial controls with respect to its financial
statements. These controls were tested during the period, and no reportable material weakness
in their design or operation was observed.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS. COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company’s operations in future.

STATUTORY AUDITORS AND THEIR REPORT:

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made
thereunder (hereinafter referred to as “The Act”), the Company at its Extra-Ordinary General
Meeting held on 6th March 2025 have appointed
M/s. Keyur Shah & Associates (Firm

w 1

Registration No: 333288W) on account of casual vacancy caused due to resignation of the
previous auditor and they shall hold the office till the conclusion of Nineth Annual General
Meeting to be held for the Financial Year ending 31st March 2025.

M/s. Keyur Shah & Associates (Firm Registration No: 333288W), Chartered Accountants,
have audited the financial statements of the Company for the Financial Year 2024-25. The
Statutory Auditors report read along with relevant notes to accounts are self-explanatory and
therefore, do not require further explanation. There are no qualifications or reservations or
adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do
not call for any com
ments under Section 134 of the Companies Act, 2013. There were no
incidents of fraud.

Also, the Statutory Auditors have made a statement (Annexure 1 to Clauses 1 of the
Consolidate Auditors Report under the head of “Report on Other Legal and Regulatory
Requirements”) under Companies (Auditors Report) Order (CARO), which is self-
explanatory and only related to the subsidiaries and joint venture companies, which have no
significant impact on the Company’s Financial for the year ended 31st March 2025.

DETAILS IN RESPECT OF FRAUD:

The Auditor’s Report doesn’t contain any information in relation to fraud.

AUDITOR’S OBSERVATION:

The Directors have examined the Auditors’ Report on accounts for the period ended 31st
March, 2025. The observations of the Statutory Auditors in their report, read with the relevant
notes to the financial statement are self-explanatory and it has no qualification or adverse
remark.

BOARD’S COMMENT ON THE AUDITORS’ REPORT:

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

ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the
“Investor Relations” section of the Company’s website,
https://bharatrohan.in/

COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time
to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries
of India and approved by Central Government under section 118(10) of the Companies Act,
2013.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
l“POSH”l;

Company always endeavours to create and provide an environment that is free from any
discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment
of employees (whether permanent, temporary, ad-hoc, consultants, interns or contract workers
irrespective of gender) and lays down the guidelines for identification, reporting and

prevention of undesired behaviour. The Company has duly constituted internal complaints
committee as per the said Act.

During the financial year ended 31st March, 2025, there were nil complaints recorded
pertaining to sexual harassment.

MATERIAL CHANGES AND COMMITMENTS:

During the Financial Year there’s no Material Change and Commitments which will impact
financial position of the company.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactions falling under the purview of these provisions, during the
year under review or the respective provisions are not applicable to the Company:

• The Provisions of Section 134(3)(d) of the Companies Act, 2013 pertaining to the
appointment of independent directors and obtaining declaration by them, are not
applicable to the Company.

• The provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8 (4)
of Companies (Accounts) Rules, 2014, pertaining to formal evaluation of the Board
are not applicable to the Company

• The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 read with
Section 148(1), pertaining to maintenance of cost records are not applicable to the
Company and accordingly, cost records are not maintained by the Company.

• The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of
the Companies (Meetings of the Board and its Powers) rules, 2013, pertaining to
constitution of committees and establishment of Vigil Mechanism, are not applicable
to the Company.

• The Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013,
pertaining to Secretarial audit are not applicable to the Company during the period
under review.

• Disclosure relating to employees drawing remuneration in excess of the limits
specified, in accordance with the provisions of Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not
applicable to the Company. 1

'^ACKNOWLEDGMENT:

The Directors express their sincere appreciation to the valued shareholders, bankers,
employees and clients for their support and also various Central and State Government
Departments, Organizations and Agencies for the continued help and co-operation extended
by them.

FOR AND BEHALF OF BOARD

BHARATROHAN AIRBORNE INNOVATIONS LIMITED

(Formerly Known as BharatRohan Airborne Innovations Private Limited)

SD/- SD/-

Amandeep Panwar Rishabh Choudhary

Place: New Delhi DIN: 07483508 DIN: 07585659

Date:08/06/2025 Managing Director Whole Time Director

SD/- SD/-

Aakansha Singh Ved Prakash Goel

Company Secretary & Chief Financial Officer

Compliance Officer

1

Disclosure about issue of shares (including sweat equity shares) to employees of the
Company under any scheme is not applicable to the Company.

• During the period under review no proceedings have been initiated against the
Company under Insolvency and Bankruptcy Code, 2016 and no proceedings under the
Insolvency and Bankruptcy Code, 2016 were pending at the end of the year. Further
during the year under review the Company has not made any one-time settlement.