Your directors have the pleasure of presenting the 12th Directors' Report, along with the audited financial statements (both standalone and consolidated), for the financial year ended 31 March 2024 ("the period under review").

Financial Performance

The standalone and consolidated financial statements for the financial year ended 31 March 2024, 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 202324 are provided below.

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

Standalone Financial Results

During the financial year (FY) 2023-24, the Company achieved revenue from operations of Rs. 4997.45 Lakhs, compared to Rs. 4214.32 Lakhs in the previous year, recording an increase of 42.14%. The net profits decreased to Rs. 32.65 Lakhs for the financial year 2023-24, against Rs. 307.64 Lakhs in the previous year, recording a decrease of 89.37%.

Consolidated Financial Results

The consolidated revenue for the FY 2023-24 was Rs. 4,999.62 Lakhs and the consolidated net loss for the FY 2023-24 stood at Rs. 67.11 Lakhs.

Subsidiaries, Joint Ventures and Associates

The Company has one wholly-owned subsidiary, one subsidiary, and one associate company, as on 31 March 2024 as mentioned below.

1. Megaliter Varunaa Private Limited ("MVPL") ceased to be the wholly-owned subsidiary of Banka BioLoo Limited ("BBL"), pursuant to allotment of 52,620 equity shares of Rs. 10 each by MVPL aggregating to 4.99% to an identified investor, on 13 September 2023, which resulted in dilution of shareholding of BBL from 100% to 95.00%, wherein post allotment MVPL has become subsidiary of BBL.

2. The Company sold its entire shareholding of 20,000 equity shares in Sustainable Sanitation Industry Association ("SSIA") on 10 August 2023. Accordingly, SSIA ceased to be an Associate Company, post-completion of the said sale of shares.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, including the consolidated financial statements, along with the relevant documents, and the separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.bankabio.com.

Further, the Company's policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company's website, and available at https://www.bankabio.com/ files/ugd/8c91db 49af7b36bc954510b345f5067c2b51f8.pdf

Further, at the Board meeting held on 4 July 2024, the Board of Directors took note that Enzotech Solutions Private Limited ceases to be a material subsidiary of the Company, as it no longer meets the criteria of 'material subsidiary', under Regulation 16 of the SEBI LODR Regulations, 2015, and based on the recommendation of the Audit Committee, and subject to approval of members of the Company in the ensuing Annual General Meeting, approved disinvestment in Enzotech Solutions Private Limited, wholly-owned subsidiary by sale of 100% equity share capital held in wholly-owned subsidiary, details of which have been placed in the Notice of AGM, which forms a part of the Annual Report.

Report on Performance and Financial Positions of Subsidiaries, Associates and Joint Ventures

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is annexed to the standalone financial statements of the Company, and forms part of this report as Annexure I.

The audited consolidated financial statements of your Company as on 31 March 2024, 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 Regulations"/"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.

Nature of Business

The Company is engaged in the activities of sanitation, fecal sludge, sewage, and wastewater treatment. During the financial year under review, the Company began production of granules and biopelettes for compostible packaging.

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, except as follows:

At the Board meeting held on 4 July 2024, the Board of Directors took note that Enzotech Solutions Private Limited ceases to be a material subsidiary of the Company, as it no longer meets the criteria of 'material subsidiary', under Regulation 16 of the SEBI LODR Regulations, 2015, and based on the recommendation of the Audit Committee, and subject to approval of members of the Company in the ensuing Annual General Meeting, approved disinvestment in Enzotech Solutions Private Limited, wholly-owned subsidiary by sale of 100% equity share capital held in wholly-owned subsidiary, details of which have been placed in the Notice of AGM, which forms a part of the Annual Report.

Transfer to Reserves

Appropriations to general reserve for the financial year ended 31 March 2024, 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 2024.

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

The authorized share capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores only), divided into 1,50,00,000 equity shares of Rs. 10 each (Rupees Ten only), and the paid-up capital was Rs. 10,84,65,820 (Rupees Ten Crores Eighty-Four Lakhs Sixty-Five Thousand Eight Hundred and Twenty only) consisting of 1,08,46,582 equity shares, of Rs. 10 (Rupees Ten only) each.

Employee Stock Option Scheme

Pursuant to the approval of members at the Annual General Meeting (AGM) held on Monday, 25 September 2023, the Company adopted Banka BioLoo Limited Employees Stock Option Plan - 2023" ("Plan" or "ESOP 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 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 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 AGM, the inprinciple approval from NSE, and approval of the Nomination and Remuneration Committee (Compensation Committee) of the Company in its meeting held on Saturday, 16 December 2023, grant of 1,90,500 (One Lakh Ninety Thousand and Five Hundred) options were approved to identified employees of the Company in first tranche. Further, 38,000 (Thity-Eight Thousand) options were approved and granted to eligible employees on 30 May 2024.

The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Appropriate disclosures prescribed under the said Regulations with regard to the Scheme are available on the Company's website https://www.bankabio.com/investors.

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

During the financial 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.

Further, the Company granted stock options but has not vested any option, pursuant to employee stock option scheme/ employee stock purchase scheme. Your Company has not raised any fund through preferential allotment or qualified institutions placement.

The Securities Allotment Committee of the Company, in its meeting held on Friday, 23 June 2023, issued and allotted 430 (Four Hundred and Thirty) secured, unrated, unlisted, redeemable, transferable non-convertible debentures of face value of Rs. 1,00,000 (Rupees One Lakh only) each, aggregating to Rs. 4,30,00,000 (Rupees Four Crore and Thirty Lakh only) ("Debentures"), on private placement basis to WaterCredit Investment Fund 3, LP.

Listing

The equity shares of your Company are listed on National Stock Exchange. The listing fee has been paid for the financial year 2023-24.

Board Composition and Independence

Board of Directors

The Board of the Company is duly constituted. None of the directors of the Company are disqualified under the provisions of the Act or the 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, Mrs. Namita Sanjay Banka (DIN: 05017358) was re-appointed by rotation in the 11th AGM, the Board proposed Mr. Akhilesh Kumar Tripathi (DIN: 05338290) to be reappointed by rotation.

Mr. Akhilesh Kumar Tripathi (DIN: 05338290), retires by rotation in the ensuing AGM 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 12th AGM 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 III to the Notice of 12th AGM.

Appointment and Cessation

Directors and Key Managerial Personnel

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

Executive Director:

• Mr. Tadepalli Venkata Rama Krishna (DIN: 07977695) resigned as Executive Director of the Company, w.e.f. from 30 December 2023.

• Subject to approval of members of the Company in the 12th AGM, the Board of Directors in their meeting held on 4 July 2024, re-appointed Mr. Sanjay Banka (DIN: 06732600) as Executive Chairman, Mrs. Namita Sanjay Banka (DIN: 05017358) as Managing Director, and Mr. Akhilesh Kumar Tripathi (DIN: 05338290) as Executive Director of the Company, for a period of 3 (Three) years, w.e.f. 2 September 2024. Resolutions seeking shareholders' approval for their re-appointment, along with other required details, form part of the Notice of the 12th AGM. Detailed information as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as Annexure III to the Notice of 12th AGM.

Independent Director

• Mr. Kamalesh Sekhar (DIN: 02862293), tendered his resignation from the office of Independent Director of the Company with effect from 31January 2024.

• Subject to approval of members of the Company in the 12th AGM, the Board of Directors in their meeting held on 4 July 2024, re-appointed Mr. Sanjay Kumar Gangwar (DIN: 08153290) as Non-Executive Independent Director for a period of 5 (Five) years, w.e.f. 2 October 2024 for a second term. Resolutions seeking shareholders' approval for his re-appointment, along with other required details, form part of the Notice of the 12th AGM. Detailed information, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as Annexure III to the Notice of 12th AGM.

Chief Financial Officer

• Mr. Tadepalli Venkata Rama Krishna resigned as the Chief Financial Officer of the Company, w.e.f. 30 December 2023.

• Mr. Yogesh Garg was appointed as the Chief Financial Officer of the Company, w.e.f. 1 January 2024.

• Mr. Yogesh Garg resigned as the Chief Financial Officer of the Company, w.e.f. 29 January 2024.

• Mr. Lakkimsetty Venkata Naga Padmanabham was appointed as the Chief Financial Officer of the Company, w.e.f. 29 March 2024.

Company Secretary & Compliance Officer

• Ms. Archana Arigela (Membership No. A65613) resigned from the post of the Company Secretary & Compliance Officer of the Company, w.e.f. 5 January 2024.

• Ms. Naina Singh (Membership No. A68201) was appointed as the Company Secretary & Compliance Officer of the Company, w.e.f. 9 February 2024.

Change took place after closure of financial year

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

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

Pursuant to the provisions of Section 203 of the Companies Act, 2013, details of the key

managerial personnel of the Company.

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 Act, 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 Act. 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, 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 Act, and in relation to the audited financial statements of the Company for the financial year ended 31 March 2024, the Board of Directors, hereby, confirms that:

1.In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, if any;

2.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 2023-24, and of the profit or loss of the Company for that period;

3. 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;

4. The annual accounts for the year 2023-24 have been prepared on a going-concern basis;

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

6. 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 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. The Directors expressed their satisfaction with the evaluation process.

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

https://www.bankabio.com/_files/ugd/8c91db_52c4f6653f3649e9b1882fcbce329c39.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 ffb4f8342ba845199ddb4bb5e05ed634.pdf Declaration in this regard forms part of the corporate governance report.

Committees of the Board

As on 31 March 2024, 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. 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.

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 Act. 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.

Securities Allotment Committee

Securities Allotment Committee (SAC) is constituted for the purpose of allotting unlisted, unrated, secured, redeemable non-convertible debentures (NCDs). The composition of the SAC, its terms of reference, details of the meeting of the SAC, and such other details, are provided in the Report on Corporate Governance, annexed.

Corporate Social Responsibility (CSR) Committee -Dissolved With Effect From 10 August 2023

The Company do not fall under the purview of Section 135 of the Companies Act, 2013. Further, there is no unspent amount related to previous projects.

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 whistleblower policy is available on the website of the Company under weblink https://www.bankabio.com/ files/ugd/8c91db f6572107772f46558cc762e07281ba84.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 financial year under review, the Board of Directors met 7 (Seven) 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 financial 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 https://www.bankabio.com/_files/ugd/8c91db_6839cd6333da4cd28b792817afe72ea7.pdf

Statutory Auditors

P R S V & Co. LLP, Chartered Accountants, (Firm Registration Number: S200016), statutory auditors of the Company, tendered their resignation from the office of statutory auditors of the Company, with effect from 25 June 2024, before the expiry of their tenure. The auditor stated reason for resignation due to increase in professional pre-occupation in other assignments, and due to manpower constraints. They also stated that their resignation does not result from an inability to obtain sufficient appropriate audit evidence. There is no other circumstance connected with their resignation, which they consider should be brought to the notice of the Board. The aforesaid auditor completed the audit of financial statements for the year ended 31 March 2024, and submitted their report dated 30 May 2024.

The Auditor's Report on the financial statements of the Company for the F.Y. 2023-24 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.

Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013, and the rules made thereunder, including any statutory modification or re-enactment thereof for the time being in force, and based on recommendation of Audit Committee, the Board of Directors recommends to the shareholders of the Company, for their approval for the appointment of B. D. Saboo & Associates, Chartered Accountants, (Firm Registration Number: 003505S), as statutory auditors of the Company, to fill the casual vacancy, arising out of resignation of PRSV & Co. LLP, Chartered Accountants, (Firm Registration Number: S200016), and to hold office till the conclusion of this Annual General Meeting, and also to hold office for a period of five consecutive years, from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in 2029, and fix their remuneration.

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, and the Company upon recommendation of Audit Committee, appointed P. S. Rao & Associates, Practicing Company Secretaries, to undertake the secretarial audit of the Company.

The Secretarial Audit Report for the FY 2023-24 in Form MR-3 is annexed to this report as Annexure VI, and forms part of this annual report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Audit/ Maintenance of Cost Records

For the financial year 2023-24, your Company is not required to maintain cost records, as specified by the central government under sub-section (1) of section 148 of the Act, 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 mandatory.

Internal Auditors

The Board of Directors had, upon recommendation of the Audit Committee, appointed M H A & Associates LLP, Chartered Accountants, as the Internal Auditors of the Company for FY 2023-24 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 this 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.

P. S. Rao & Associates, Practicing Company Secretaries, certified the report in compliance with the requirements of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Compliance Certificate forms part of the Corporate Governance Report.

Annual Return

In terms of Section 92(1) of the Act, read with Rule 11 of The Companies (Management and Administration) Rules, Annual Return, comprising the requisite details in Form MGT-7, has been prepared and made available on the website of the Company under the weblink https://www.bankabio.com/investors.

Particulars of Loans, Guarantees and Investments

As per the requirements of Section 186 and Section 134(3)(g) of the Companies Act, 2013, we would like to inform that details of loans, guarantees, securities and investments made by the Company, are provided in the notes to the financial statements, forming part of the Annual Report.

The details of the loans/advances in the nature of loan extended to any firm/company, in which directors are interested, either by the Company or its subsidiary, are provided in the notes to the financial statements, forming part of the Annual Report.

Public Deposits

During the financial year 2023-24, your Company has not accepted any deposit that falls within the scope of Sections 73 and 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 financial year 2023-24, 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 Act, read with Section 188 and Rule 8(2) of the Companies (Accounts) Rules, 2014, pursuant to SEBI (LODR) Regulations, 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 financial 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 Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules made thereunder. Internal Complaints Committee (ICC) 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 2024, the Company did not receive any complaint pertaining to sexual harassment of employees. The Company complied with provisions relating to the constitution of ICC under the Sexual Harassment 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 all levels, throughout the year. Your Directors record their appreciation for all the efforts, support, and co-operation of all 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.

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 period 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 abovestated 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 Exchange Board of India (Listing Obligations and Disclosure) Requirements) Regulations, 2015, please refer to Notes to the 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 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 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 of SEBI from any investor of the Company.

Other Disclosures

• The proceeds from the public issue were fully utilized by the Company, without any deviation or variation, before the beginning of FY 2023-24. During the financial year under review, your Company did not revise financial statement.

• During the year under review, no instance of fraud was reported by the Statutory Auditors of the Company.

• The financial statements for FY 2023-24 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.