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

Financial Summary:

Rs. In Lakhs

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

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

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

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

Share Capital:

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

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

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

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

Changes in Directors or Key Managerial Personal:

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

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

20.11.2023.

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

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

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

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

20.11.2023.

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

29.11.2023.

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

29.11.2023.

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

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

04.12.2023.

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

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

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

Directors retiring by rotation

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

Declaration from Independent Directors

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

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

Audit Committee:

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

Nomination and Remuneration Committee:

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

Stakeholders Relationship Committee:

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

Remuneration Policy:

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

Performance Evaluation

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

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

Risk Management policy

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

Contracts and Arrangements with Related Parties

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

Deposits:

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

Auditors and Auditor’s Report:

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

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

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

Fraud reporting

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

Cost audit

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

Internal Auditors:

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

Secretarial Audit Report

Secretarial Audit Not Applicable for the period 2023-24.

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

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

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

Vigil Mechanism:

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

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

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

Directors’ Responsibility Statement:

Directors confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the loss
of the Company for that period;

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

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

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

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

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

Foreign exchange earnings and outgo : Nil.

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

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

No. of complaints received : Nil

No. of complaints disposed off : NA

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

Material Orders Passed by the Regulators

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

Compliance with secretarial standards on board and general meetings

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

General:

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

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

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

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

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

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

Acknowledgement:

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

For and on behalf of the Board
Bikewo Green Tech Limited

Sd/- Sd/-

Manideep Katepalli Rama Mohan Thammineni

Managing Director Whole-Time Director

DIN:07840019 DIN:02331058

Place: Hyderabad
Date: July 18, 2024