Share Wealth

The Directors have pleasure in presenting the 40th Annual Report on the business and operation of the Company and the accounts for the Financial Year ended 31st March 2023. Financial summary or Highlights/Perfbrmance of the Company:

State of Company's Affairs

The year began with recovery of economy post Covid-19 pandemic which affected economic activities. The economic recovery was impacted by unprecedented high inflation rising from post Covid issues as well as geopolitical macro-economic factors. This had the effect of increasing input costs due to high commodity prices and increased transportation costs had some impact on the margins. With continued focus on building stronger distribution and digital initiatives your Company was able to deliver a strong revenue growth which was higher than the industry growth rate. We are happy to share that your Company delivered total revenue of? 30,510.23 lacs with a net profit of? 921.38 lacs while increasing its share of consumer's wallet.

The Company is well positioned with a strong management team, technological interventions and robust processes to address any changes that may emerge in the segment coming years, while contributing meaningfully to the growth of FMCG (Foods) space in India.

Dividend

Your Directors are pleased to recommend a dividend of 16% for the period of 31st March 2023 and the said dividend, if approved, would absorb a sum of ? 128.14 lacs. The Dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose names appear in the register of members as on the record date.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

Reserves

Your Company proposes to transfer? 46.07 lacs to General Reserve forthe financial year ended 31st March 2023. Share Capital

The Paid-up Share Capital of the Company as on 31st March 2023 is ? 800.88 lacs.

Number of Meetings of the Board of Directors

During the year ended 31st March 2023, Seven (7) Board Meetings were held.

The dates on which the Board Meetings were held are 26th May 2022, 5th August 2022, 3rd October 2022, 12th November 2022,19th November 2022, 28th January 2023 and 9th February 2023. The maximum time gap between any two consecutive meeting was within the period prescribed underthe Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Directors Responsibility Statement as required under Section 134 of the Companies Act; 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement; the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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 as at 31st March 2023

iii) that the Directors have 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;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March 2023 on a going concern basis;

v) that 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; and

vi) that 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.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of Dr. S. Venkataraman as a Chairman, Dr. Lalitha Ramakrishna Gowda and Mr. RamchanderVyasabhattu as members.

Brief description of terms of reference:

- identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board fortheir appointment and removal;

- carry on the evaluation of every director's performance; formulation of the criteria for determining qualifications, positive attributes and independence of a director,

- recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- formulation of criteria for evaluation of Independent Directors and the Board;

- devising a policy on Board diversity; and

- any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objectives of the Policy

1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2. To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of

the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure -1 to this Report. The policy on Related Party Transactions is available on the Company's website at http://bambinoagro.com/policy/.

Annual Return

In confirmation to the notification dated 28th August 2020 issued by Ministry of Corporate Affairs the details of the Annual Return for the financial year 2022-2023 is provided on the website of the Company at www.bambinoagro.com/investors

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act 2013 (Act) read with the Companies (Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is enclosed as Annexure -2 to this Report

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Risk Management Policy

The Company has laid down the procedure for risk assessment and its mitigation which are periodically assessed, reviewed and reported to the Audit Committee. The Risk Management Policy details the Company's objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities.

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) of the Company are the initiatives undertaken by the Company on CSR activities during the yearare set out in Annexure-3 of this report is in the format prescribed in the Companies (CSR) rules 2014 and for other details regarding CSR committee please refer Corporate Governance report. .

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder, on the recommendation of the Committee, the Board has in place CSR policy and the same is available on the website of the Company "www.bambinoagro.com".

The Company has spent the prescribed amount of? 24.43 lacs on CSR activities in the areas of promoting healthcare and livelihood enhancement, female education, contribution to Prime Minister National relief fund, animals welfare and protection etc. The details on CSR activities are provided in Annexure -3 and forms part of this report.

Board Evaluation

Pursuant to the provisions of the Companies Ad, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out has been detailed in the Corporate Governance Report

Directors and Key Managerial Personnels

The Board of Directors ofthe Company on 31st March 2023 consisted offive Directors, out ofwhich three are Non-Executive, Independent Directors and two are Executive/Whole-time Directors with Ms. Shirisha Raghuveer Myadam as the Managing Director ofthe Company.

None ofthe Directors ofthe Company are disqualified underthe provisions ofthe Companies Act, 2013 ('Act') and under SEBI (LODR) Regulations 2015. All Independent Directors have provided confirmations as contemplated under section 149(7) ofthe Act.

Appointments/Reappointments/Cessation

During the year under review, Mr. S.S.N. Murthy (DIN: 08189713) ceased to be a director ofthe Company: as the Special Resolution for his re-appointment was not passed by the members ofthe Company with requisite majority.

Further, Mr. Kothapalli Srinivasa Rao (DIN: 10198629) was appointed as an Additional director (Executive) designated as "Director- Sales Administration" ofthe Company for a period of three years w.e.f.12th June 2023.

Mr. Dinesh Vemula (Membership No. FCS 11248) resigned as Company Secretary and Compliance Officer ofthe Company w.e.f 3rd August, 2023 and Ms. Ruchita Vij (Membership No. FCS 9210) appointed as Company Secretary and Compliance Officerw.e.f 11th August, 2023.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 ofthe Companies Ad, 2013. Loans, Guarantees and Investments

During the year, the Company has not given any loans, guarantees or made any investments covered underthe provisions of section 186 ofthe Companies Act, 2013.

The details of investments made by Company are given in the notes to the financial statements.

[TRANSFER OF UNPAID AND UNCLAIMED AMOUNTTOIEPF

The dividends that remained unclaimed fora period of seven years, have been transferred on due dates by the Companyto the Investor Education and Protection Fund (IEPF) established bythe Central Government. Section 124 ofthe Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules') mandates that companies shall apart from transfer of dividend that has remained unclaimed fora period of seven years from the unclaimed dividend account to the Investor Education and Protection Fund (IEPF), also transferthe corresponding shares with respectto the dividend, which has not been claimed forseven consecutive years or more to IEPF.

Accordingly, the dividends that remain unclaimed for seven years and also the corresponding shares have been transferred to IEPF account. The details of unclaimed dividend and corresponding shares transferred to IEPF during thefinancialyear2022-23 have been provided inthe AGM Notice.

AUDrroRS

Statutory Auditors

At the 39th AGM held on 29th December 2022 the members approved the appointment of M/s. PRV Associates, Chartered Accountants (FRN: 006447S) as StatutoryAuditors ofthe Companyto hold office fora period offive years from the conclusion of that Annual General Meeting till the conclusion ofthe 44th Annual General Meeting.

In terms ofthe provisions relating to statutory auditors forming part ofthe Companies Amendment Act, 2017, notified on 7th May 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing Annual General Meeting does not carry any resolution on ratification of appointment of Statutory Auditors.

Secretarial Auditors

Pursuantto the provisions ofSection 204 ofthe CompaniesAct, 2013 andthe Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. C. Gorak & Co. Practicing Company Secretary (CP No. 11346) to undertake the secretarial audit ofthe Company. The Secretarial Audit Report is annexed herewith as'Annexure 4.'

Internal Auditors

Pursuantto the provisions ofSection 204 ofthe CompaniesAct, 2013 read with respective rules, M/s. Krishna Reddy Palugulla & Co., Chartered Accountants, Hyderabad, was appointed as Internal Auditors ofthe Company forthe FinancialYear2023-2024.

Audit Reports

• The Auditor's Report to the members ofthe Company forthe Financial Year ended 31st March 2023 does not contain any qualification(s).The report ofthe Statutory Auditors forms part of this report. During the year under review, the StatutoryAuditors did not report any matter under Section 143(12) ofthe Act; therefore, no detail is required to be disclosed underSection 134(3) (ca) ofthe Act.

• The Secretarial Audit Report does not contain any qualification, reservation or adverse remark of disclaimer. CostAudit

The Company is not required to maintain any cost records pursuantto Section148 ofthe CompaniesAct, 2013. Audit Committee

The details pertaining to the role, objective and composition of the Audit Committee are included in the Corporate Governance Report which is part ofthe Annual Report forthe year.

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There is no such incidence where Board has not accepted the recommendation of the Audit Committee during

the year under review.

Management Discussion and Analysis & Corporate Governance

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of

of

Policies

The SEBI (LODR) Regulations, 2015 mandated the formulations of certain policies for all listed companies. All the corporate policies are available on the company's website:www.bambinoagro.com. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, 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 allows direct access to the Chairperson of the audit committee in exceptional cases.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-5

the financial year are in receipt of remuneration exceeding t 8.5 lacs per month or ? 102 lacs per annum as stipulated under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

In terms of Section 136 of the Companies Act, 2013, the Directors Report is being sent excluding the information on employees' particulars mentioned in Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the aforesaid particulars shall be made available to any shareholder on a specific request made by in writing before the date of such Annual General Meeting wherein financial statements forthe financial year 2022-23 are proposed to be adopted by shareholders and such particulars shall be made available by the Company within three days from the date of receipt of such request from shareholders.

Internal Control Systems and their adequacy

The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems. A system of internal audit to meet the statutory requirement as well as to ensure proper implementation of management and accounting controls is in place. The Audit Committee periodically reviews the adequacy of the internal audit functions.

Indian Accounting Standards (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April 2017 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015. The financials forthe financial year 2022-23 are presented as perthe Ind As format.

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No significant and material orders were passed by the regulators or courts ortribunals that would have impacted the going concern status and company's operations in thefuture.

The Board would like to inform you that a petition has been filed by Mr. Kartekeya Myadam & Mrs. Anita Myadam, two substantial equity shareholders of the Company, before the Honorable National Company Law Tribunal, Hyderabad Bench on 15th March 2021 numbered as CP No. 20 of 2021 under sections 241,242 & 245 of the Companies Act 2013 against the Company. The matter is taken upfor hearing and is subjudice.

Further, Mrs. Anita Myadam filed IA(CA) 33/2022 in C.P No. 20 of 2021 on 1st April 2022 to withdraw her main petition. Later on she filed a fresh CA No. 53/2022 with NCLT, Hyderabad which was dismissed on 27th September2022. Subsequently, she preferred an appeal before NCLATChennai but the same was withdrawn by heron 14th February, 2023.

Now C.P No. 20 of2021 is solely contested by Mr. M. Kartekeya and the same is posted to 6th September 2023. Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31st March 2023 to the date of signing of the Director's Report

Policy on prevention of Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is a duly constituted Internal Complaints Committeeforseeking redressal.

CEO's Declaration

Pursuant to the provisions of SEBI (LODR) Regulations, 2015 a declaration by the Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed as Annexure 6.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees forthe year 2023-2024 to BSE Limited where the Company's Shares are listed.

Secretarial Standards

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

Acknowledgement

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment hard work and dedicated support