Directors Report of Bambino Agro Industries Ltd.

Mar 31, 2025

Your Your Directors are pleased to present the 42nd Annual Report and the Audited Financial Statements of your
Company forthe Financial Year ended 31 st March, 2025.

(? in lacs)

The Compan/sfinancial performance forthe year ended 31 st March, 2025 is summarized below.

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	36758.75	33245.16
Other Income	69.43	16.04
Total Revenue	36,828.18	33,261.20
Profit
Profit before Interest Depreciation and Taxation	2,797.64	2,752.30
Less: Interest	866.67	800.44
Less: Depreciation	535.02	492.76
Profit before Exceptional items and Tax	1,395.95	1,459.10
Add: Exceptional items	-	-
Profit before Tax	1,395.95	1459.10
Less: Provision for Tax (including deferred tax	474.50	366.18
Profit after Tax	921.45	1,092.92

We are happy to share that your company achieved revenue of ? 36,828.18 lacs and Net Profit of ? 921.45 lacs.
With continued focus on building stronger distribution, digital initiatives and entry into new areas, Bambino Agro
delivered a strong revenue growth. Your company''s growth is higher than the industry''s average growth.
Company is well positioned, with a strong team, technological interventions and robust processes to address the
envisioned emerging changes in the ever-growing Indian FMCG markets.

Business Review

Your Company has not changed nature of its business during the period under review and continues to report
results under single division.

Credit Ratina

a. Credit rating obtained by the company:	In respect of credit / bank facilities of the Company
b. Name of the credit rating agency:	Informatics Valuation and Rating Limited
c. Ratings	Long term Rating: IVR BBB-; Stable (IVR Triple B Minus with Stable outlook)
d. Date on which the credit rating was obtained:	4th March, 2025 (valid up to 2nd March, 2026)
e. Revision in the credit rating	During the period under review the credit rating has been revised and upgraded in Long-term review from BB to BBB-.
f. Reasons provided by the rating agency for a downward revision:	Not Applicable

Quality Assurance:

In the current year, your Company has remained focused on delivering strong value to consumers and customers
by strengthening its quality assurance practices from wheat procurement to the final product The Quality
department has played a key role in building a strong quality culture across the organization. With a focus on
operational efficiency, consistency and customer satisfaction, with advanced testing methods and facilities and
promoted a work culture driven by speed, accuracy and transparency. Efforts are also underway to digitalize key
quality activities.

The Company continues to maintain a wide range of globally recognized certifications, including ISO
22000:2018 (Food Safety Management System), Certificate no. 79523/A/0001 /UK/En.

Transfer to Reserves

Your Company proposes to retain ? 46.07 (in Lacs) in the Statement of Profit and Loss and not transfer it to the
General Reserve.

Dividend

The Board of Directors of the Company at their meeting held on 21st May, 2025 recommended a dividend of
?1.60/- per equity share (16% of face value of Re. 10/-). The said dividend, if approved, will absorb a sum of
? 1,28,14,000/-and paid to the eligible equity shareholders.

In view of the change 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. Accordingly, your Company will pay
Dividend after deducting the tax at source.

Transfer of Un-Claimed Dividends and Shares

Pursuant to Section 124(5) of the Companies Act 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit Transfer and Refund) Rules, 2016 as amended from time to time the unclaimed/
unpaid dividend amount of Rs. 10,12,178 /- (Rupees Ten Lacs Twelve Thousand One Hundred and Seventy Eight
Only) for the FY 2016-17 was transferred to the Investor Education and Protection Fund in the month of May,
2025.

In compliance with the provisions of Section 124 of the Companies Act 2013, the Company has transferred
41,685(forty-one thousand six-hundred andeighty-five) equity shares belonging to, 315,Members to Investor
Education and Protection fund Authority (IEPF) Vide Corporate Action to Demat account of IEPF Authority dated
16th May, 2025, of those members who have not claimed the dividends for a continuous period of 7 years.

Pursuant to Section 124(5) of the Companies Act 2013 [Section 205C (2) of the Companies Act 19561 read with
the Investor Education and Protection Fund (awareness and protection of Investors) Rules, 2001 as amended
from time to time the unclaimed/unpaid dividend and the shares thereof pertaining for the financial year 2017¬
18 shall be transferred to the Investor Education and Protection Fund during the financial year 2025-26.

The information in respect of unclaimed/unpaid dividend & shares thereto and the last date for claiming the
dividend are given below.

SR. No.	Financial Year	Dividend Declaration Date	Dividend Transfer Due Date
1	2017-2018	27th September, 2018	3rd November, 2025
2	2018-2019	30th September, 2019	6th December, 2026
3	2019-2020	30th December, 2020	4th February, 2028
4	2020-2021	29th December, 2021	3rd February, 2029
5	2021-2022	29th December, 2022	3rd February, 2030
6	2022-2023	29th September, 2023	5th December, 2031
7	2023-2024	26th December, 2024	29th February, 2032

The voting rights on these shares shall remain frozen till the rightful owners claim them. The Company sends
reminders to saidMembers before transferring theirshares to IEPF as perthe applicable provisions.

The Members whose shares are transferred to IEPF shall claim the dividends and shares from IEPF by submitting an
online application in the prescribed e-Form no. IEPF-5 available on the website www.iepf.gov.in.

Mrs. Sweety Rai is the Nodal Officer appointed by the Company underthe provisions of IEPF.

Share Capital-

The paid-up share capital of the Company as on 31 st March, 2025 is ? 800.88 lacs.

Buy Back of shares

The Company has not bought back any of its shares during the Financial Year ended 31 st March, 2025.

Material changes and commitments affecting financial position between the end of the financial year
and date of report

There are no material changes and commitments affecting financial position of the company, which occurred
afterthe end ofthe financial year i.e. 31 st March, 2025.

Deposits

During the FY 2024-25, your Company has neither accepted nor has any outstanding deposits received from the
public within the meaning of Section 2(31) and Chapter V ofthe Companies Act 2013, read with Rule 2(1) (c) of
the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits
outstanding as on 31 st March, 2025.

Particulars of Loans, Guarantees and Investments

• Loans: During the financial year 2024-25, your Company has not given any loans to any persons or body
corporates as covered underSection 186 ofthe Companies Act 2013 and Schedule V ofthe SEBI (LODR)
Regulation, 2015.

• Guarantees: The details of Guarantees given by Company are given in the notes to the financial
statements.

• Investments: The details of investments made by Company are in "Notes to Accounts".

Particulars of Contracts or Arrangements made with Related Parties

Your Company has a policy on "Materiality of Related Party Transaction and dealing with related party
transactions" to ensure proper approval and reporting of transactions between the Company and its Related

Parties. The Policy is available on the Company''s website. As perSection 188 of the Companies Act, 2013 and
rules made thereunder, as amended from time to time and as per the Policy on Materiality of Related Party
Transaction and on dealing with related party transactions, the particulars of contracts/ arrangements during
the financial year ended 31 st March, 2025 in prescribed Form AOC-2 is annexed asAnnexure-1. Further, there
are no materially significant related party transactions entered by the Company during the year under review
with Promoters, Directors Key Managerial Personnel and their relatives, which may have potential conflict with
interest of the shareholders and the company.

The company has complied with the regulation 23 and other applicable regulations of the Listing Regulations
with respect to the related party transactions. The related party transactions were approved/ratified as the case
may be, by the Audit Committee of the Board and also placed before the Board as required under the listing
regulations and the Companies Act 2013. All related party transactions entered during the year were in
accordance to the Policy on Materiality of Related Party Transaction (RPT) and on dealing with related party
transactions, in the ordinary course of business and at arm''s length basis and there were no material related
party transactions entered during the year. Details of the related party transactions entered during the year are
made part of the financial statements forming part of this Annual Report as per the applicable accounting
standards under Notes to Accounts of the Audited Financial Report

Auditors'' & Auditor''s Report -
Statutory Auditors-

As per Section 139 of the Companies Act 2013 (''the Act), read with the Companies (Audit and Auditors) Rules,
2014, the Members approved the appointment of M/s. PRV Associates, Chartered Accountants (FRN: 006447S),
as Statutory Auditors offer a term of 5 years in the 39th Annual General Meeting held in the 2022. The term of
said appointment will be from the conclusion of 39th Annual General Meeting to the conclusion of the44th
Annual General Meeting.

Secretarial Auditors and Secretarial Standards

The Secretarial Audit was carried out by M/s. C Gorak & Co. Practicing Company Secretary (CP No. 11346) for
the financial year 2024-25. The report issued by the secretarial auditor dated 28th August 2025 (UDIN:
F009628G001097429) is annexed as Annexure-4 and forms integral part of the Board''s Report There has not
been any disqualification, reservation or adverse remark in their Report

In terms of Regulation 24(A) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 as
amended from time to time, the Company has obtained the Secretarial Compliance certificate from M/s. C.
Gorak & Co. Practicing Company Secretary and the same was also intimated to the Stock Exchanges where the
shares of the Company are listed.

Further, your Directors in their meeting held on 28th August 2025, appointed M/s. C. Gorak & Co. Practicing
Company Secretary as Secretarial Auditor of the Company for a period of five (5) one term, commencing from
the conclusion of this AGM.

Accordingly, a resolution has been proposed by the Board in this notice.

Reconciliation of Share Capital Audit

Pursuant to Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants)
Regulations, 2018, quarterly audit of the Company''s share capital is being carried out by a Practicing Company
Secretary to reconcile the total share capital admitted with NSDLand CDSLand held in physical form, with the
issued and listed capital of the Company. The Practicing Company Secretary''s Certificate in regard to the same is
submitted to Stock Exchanges and is also placed before the Board of Directors.

Internal Audit & Control Systems

Internal audit and control systems play a crucial role in ensuring the efficient and effective operation of

organizations across various sectors. Internal audit refers to the independent and objective examination of an
organization''s activities, processes and controls to assess their adequacy, reliability and compliance with
relevant laws, regulations and internal policies. The primary objective of internal audit is to provide assurance to
managementand stakeholders that risks are identified and mitigated appropriately.

Internal audit encompasses a wide range of activities, including evaluating the effectiveness of internal controls,
identifying areas of improvement assessing operational efficiency, detecting fraud and irregularities and
ensuring compliance with legal and regulatory requirements. By conducting regular audits, internal auditors
help organization identify potential weaknesses in their systems and processes, allowing management to take
proactive measures to address them.

Control systems, on the other hand, refer to the policies, procedures and practices put in place by management
to safeguard assets, ensure accurate financial reporting and promote operational efficiency. These control
systems aim to mitigate risks and provide reasonable assurance that the organization''s objectives are achieved.

The internal audit function is responsible for evaluating the design and effectiveness of these control systems.
Internal auditors assess whether the controls are properly designed to mitigate risks and whether they are
operating effectively in practice. They conduct tests and reviews to identify control gaps, weaknesses, or
deviations from established policies and procedures. Based on their findings, they provide recommendations to
management for enhancing controls and improving processes, thus helping the organization operate in a more
efficient and risk-aware manner.

Your Company has an Audit Committee consisting of Three Non-Executive Independent Directors. All members
of audit committee are financially literate and the Committee is chaired by the Non-Executive Independent
Director. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the
internal audit findings and corrective actions taken. The Audit Committee of the Board of Directors reviews the
adequacy and effectiveness of internal control system and suggests improvements if any for strengthening
them Your Company has a robust Management Information System which is an integral part of the control
mechanism.

Your Company has a well-built structure for the Internal Audit The Company has appointed external firms of
Chartered Accountants as internal auditors to conduct internal audit and to review internal controls and
operating systems and procedures as perthe scope of the audit The Board of Directors on recommendation of
the Audit Committee appoints/ re-appoints the Internal Auditors every year in compliance with Section 138 of
the Act read with the Companies (Accounts) Rules, 2014.

Internal auditors carry out the audit as perthe Scope of Internal Audit approved by the Audit Committee at the
beginning of each financial year keeping in view of the audit observations ofthe previous year.

Depending on the size ofthe units to be audited the internal audit is conducted at monthly, quarterly and half
yearly intervals whereas the Registered Office operations are subjected to internal audit

The Internal Audit Reports ofthe company were reviewed by the Audit Committee on monthly, quarterly and
half yearly basis The Internal Auditors send the quarterly audit observations to the Company and the same were
presented quarterly by the lead internal auditor ofthe Company to the Audit Committee. The name of Internal
Auditor appointed by the Board on the recommendation ofthe Audit Committee ofthe Board for the FY 2025¬
26 is provided in the corporate information section in the Annual Report

Declaration as per Section 134(3) (ca) ofthe Companies Act 2013

During the year, the auditors have not reported any instances of frauds committed by or against the Company by
its Directors/ Officers/ Employees to the Audit Committee or Board under section 143(12) ofthe Companies
Act 2013 and rules made thereof. Therefore no detail is required to be disclosed under Section 134 (3) (ca) of
the Act

Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1 st April, 2017 pursuant to
Ministry of Corporate Affairs'' notification of the Companies (Indian Accounting Standards) Rules, 2015. The
financial statements of the Company, forming part of the Annual Report, have been prepared and presented in
accordance with all the material aspects of the Indian Accounting Standards find AS'') as notified under section
133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by
Ministry of Corporate Affairs (''MCA'')) and Regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 as amended and relevant amendment rules issued thereafter and guidelines
issued by the Securities Exchange Board of India ("SEBI"). There was no revision of Financial Statements and
Board Reports during the year under review.

Board Diversity

The composition of the Board is in compliance with the prescribed structure for listed companies and with the
Company’s Board Diversity Policy.The Policy is available on the website: www.bambinoagro.corrolnvestonpolicy.

During the year2024-25 the Board comprised of six eminent personalities with expertise from various fields.The
Board is comprised of two male Non-executive Independent directors, one female Non-executive Independent
director, two male Executive Director and a female Chairperson & Managing Director.

A Board with diversified experience is an essential factor for the company''s overall growth which exclusively
Includes viz Enhanced decision-making, improved corporate governance, increased creativity and Innovation,
Enhanced problem-solving, Better understanding of customers and markets, Improved reputation and
stakeholdertrust, Mitigation of biases etc.

Keeping in view of the above the nomination of Directors in the Board is recommended by the Nomination and
Remuneration Committee of the Board based on the following guiding principles:

- The company aims for a balanced Board composition, ensuring diversity in gender, ethnicity, physical ability,
education and expertise.

- Gender diversity is encouraged, with at least one woman independent director required by the Companies
Act 2013.

- Ethnic diversity is promoted to enhance business understanding and decision-making.

- No discrimination is made against individuals with physical disabilities if they can perform their duties
effectively.

- Directors should have varied educational backgrounds in finance, engineering, legal and management
fields.

- The Board values expertise in sales and marketing, particularly in consumer goods, branding and market
growth strategies.

- Information technology expertise is essential, focusing on technological trends, innovation and digital
governance.

- Directors with international business experience are preferred to guide companies with global operations.

- The Board collectively brings experience across industries, education, policy and investment for better
governance.

- Overall, the company ensures an inclusive and competent Board to drive its strategic objectives effectively.

Declaration from Directors

Your Company has received necessary declaration from all Directors stating that they are not debarred or
disqualified from being appointed or continuing as Directors of companies as per the Securities and Exchange

Board of India, Reserve Bank of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Your Company also received necessary declaration from each independent director stating that they met the
criteria prescribed for independence under Section 149 of the Companies Act, 2013 and Regulation 25 ofSEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Board has confirmed its veracity and
taken the same on record.

Confirmation and Opinion of the Board on Independent Directors.

All the Independent Directors of the Company have given their respective declaration / disclosures under
Section 149(7) of the Companies Act 2013 ("the Act") and Regulation 25(8) of the Listing Regulations and have
confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation
16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgment and without any external influence. Further, the Board after taking
these declarations / disclosures on record and acknowledging the veracity of the same concluded that the
Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as
Independent Directors ofthe Company and are Independent of the Management

Board Evaluation

As per the provisions ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time the Nomination and Remuneration Committee laid down
criteria for performance evaluation of individual director, the board and its committee(s).

Accordingly, an annual evaluation was carried out for the Board''s performance, its Committees and individual
director. The Board performance evaluation is carried out through a structured questionnaire which provides a
clear and valuable feedback for Board effectiveness and highlighting areas for further development
The following are some ofthe broad issues that are considered in performance evaluation questionnaire

? Evaluating the board member''s understanding ofthe organization''s mission, vision and strategic goals, as
well as their ability to provide strategic guidance and direction.

<• Ability to act on a fully informed basis, in good faith, with due diligence and in the best interest ofthe
company and the stakeholders.

Optimum combination of knowledge, skill, experience and diversity on the Board as well as its
Committees.

? Relationships and effective communication among the Board members.

Effectiveness of individual non-executive and executive directors and Committees of Board.

? Quality ofthe discussions, general information provided on the company and its performance, papers
and Presentations to the Board.

? Risk management as well as processes for identifying and reviewing risks.

? Well- defined mandate and terms of reference of Committee.

? Attendance at Board as well as Committee Meetings

? Procurement of Information, preparation for Board Meetings and value of contribution at meetings

*:• Relationships with fellow Board members, the company secretary and senior management and mutual
trust and respect they stimulated within the Board.

? Keeping update with the latest developments in the areas of governance and financial reporting

? Willingness to devote time and effortto understand the company and its business

•> Providing necessary guidance using their knowledge and experience in development of corporate
strategy, major plans of action, risk policy and setting performance objectives.

*:• Independence exercised in taking decisions, listening to views of others and maintaining their views with
resolute attitude

? Ability in assisting the Company in implementing the best corporate governance practices.

? Capability in exercising independent judgmentto tasks where there is potential conflict of interest

? Commitment in fulfilling the director''s obligations fiduciary responsibilities.

? Providing an overall assessment of the board member''s contribution to the effectiveness of the board in
fulfilling its governance responsibilities and advancing the organization''s mission and objectives.

The Board of Directors received all evaluations from each Directorinduding Board as a whole and its committee
based on the above criteria discussed various points and all points are satisfactory. Hence, no further action is
required. There were no actions pending from the previous year observations.

In orderto improve the efficiency, ensure confidentiality and streamlining the evaluation process, the Company
with approval of the Nomination and Remuneration Committee, has implemented a Board Evaluation Solution
for carrying outthe Board Evaluation as on 31 st March, 2025.

Appointment/Re-Appointment of Directors

During the year under review, the approval of members through special resolution was taken on 26th
December, 2024, for the appointment of Mrs. T. V. Hymavathi (DIN: 10783209) Non- Executive Independent
Woman and Mr. Anu Appaiah K A (DIN: 09064176) as Non- Executive Independent Director of the Company
for first term with effect from 27th September, 2024, to 26th September, 2029; and for the re-appointment of
Mr. Ramchander Vyasabhattu (DIN: 03400005) as Non- Executive Independent Director of the Company for
final term with effect 13th February, 2025 to 12th February, 2030.

The Board in the meeting held on 30th June, 2025, has approved that appointment of Mrs. Namratha Vippala
(DIN : 07775207) as an Additional Director w.e.f. 30th June, 2025, as recommended by the Nomination and
Remuneration Committee ofthe Board.

The Board in the said meeting has also approved the appointment of Mrs. Namratha Vippala (DIN: 07775207)
as Additional DirectoKExecutive) w.e.f. 30th June, 2025, to hold office for a tenure of 5 consecutive years
reckoned from the date of appointment, subject to the approval of shareholders.

Retirements and Resignations

During the year Mr. Prabhnoor Singh Grewal, whole time director ofthe company has stepped down from the
Board dated 31 st March, 2025.

During the year Dr. Lalitha Ramakrishna Gowda and Dr. Venkataraman Subramaniam retired as an Independent
director due to completion of Second & Final term of appointment w.e.f 29th September, 2024.

In terms ofthe provisions of Section 152 ofthe Companies Act 2013 and rules made thereunder Mr. Srinivasa
Rao Kothapalli, Executive Director, is retiring by rotation from the conclusion of forthcoming AGM and being
eligible, offered himself for re-appointment as a Director. The notice for the AGM provides for consideration of
re-appointment of Mr. Srinivasa Rao Kothapalli.

Meeting of Independent Directors

Separate meetings of the Independent Directors was held on 13th February, 2025, inter-alia, to discuss
evaluation of the performance of Non- Independent Directors, the Board as a whole, evaluation of the
performance of the Chairperson, taking into account the views of the Executive and Non-Executive Directors
and the evaluation ofthe quality, content and timeliness of flow of information between the management and

the Board that is necessary for the Board to effectively and reasonably perform its duties. The Independent
Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

Registration of Independent Directors in Independent Directors Databank:

All the Independent Directors of your Company have been registered and are members of Independent
Directors Databank maintained by the Indian Institute ofCorporate Affairs (IICA).

Familiarization programmes imparted to Independent Directors

Every new independent director of the Board attends an orientation program. To familiarize the new inductees
with the strategy, operations and functions of your Company, the Executive Directors/Senior Managerial
Personnel make brief to the inductees about the Company''s strategy, operations, product and service offerings,
markets, organization structure, quality and risk management etc

Code of Conduct

Board of Directors adopts and oversees the administration of the Company''s Code of Business Conduct and
Ethics (the ’Code of Conduct’), which applies to all Directors, officers and employees ofthe company. The Code of
Conduct reflects the Company''s commitment to do business with integrity and in full compliance with the law
and provides a general roadmap for all the Directors, officers and employees to follow as they perform their day-
to-day responsibilities with the highest ethical standards. The Directors and the senior management personnel
have submitted annual declarations regarding adherence to the code of conduct

The code of conduct also ensures that all members of company perform their duties in compliance with
applicable laws and in a manner that is respectful of each other and the company''s relationships with its
customers, suppliers and shareholders, as well as the communities and regulatory bodies where the company
does business.

Key Managerial Personnel

During the year under review, the Company is having the following persons as Key Managerial Personnel.

Name ofthe Official	DIN/M. No.	Designation
Mr. Myadam Shirisha Raghuveer	07906214	Chairperson & Managing Director
Mr. Srinivasa Rao Kothapalli	10198629	Executive Director
Mr. Prabhnoor Singh Grewal*	09217422	Whole Time Director ( up to 31st March, 2025)
Mrs Namratha Vippala	07775207	Chief Executive Officer and Additional Director (Executive) (Appointed as an Additional Director from 30th June, 2025
Mr. Revoori Jithender Reddy	ALDPR7543P	Chief Financial Officer (w.e.f 14th August 2024)
Mrs Sweety Rai	ACS-31 513	Company Secretary & Compliance Officer (w.e.f 14th ugust 2024)

*Mr. Prabhnoor Singh Grewal has resigned from the services w.e.f. 31st March, 2025.

Remuneration of Directors, Key Managerial Personnel and Senior Management

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance
with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and
Regulation 19 ofthe Listing Regulations.

The information required under Section 197 ofthe Act read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of Directors/ employees ofthe Company is set out in the
Annexure 2 [A&Bl to this report

Committees ofthe Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the
delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined
scope:

*:• Audit Committee

? Nomination and Remuneration Committee

? Stakeholders'' Relationship Committee

? Corporate Social Responsibility Committee

During the Year under review, the Audit Committee, Nomination and Remuneration Committee, Stakeholders''
Relationship Committee and Corporate Social Responsibility Committee ofthe Board were reconstituted w.e.f.
27th September, 2024.

A detailed note on the Board and its committees is provided underthe Corporate Governance Report section in
this Annual Report The composition ofthe committees and compliances, as perthe applicable provisions of the
Act and Rules, are as follows:

Name of the Committee	Composition ofthe Committee as on 31st March, 2025	Highlights of roles and responsibilities
Audit committee	Mr. Ramchander Vyasabhattu (0	• All recommendations made by the
	Dr. Anu Appaiah KA (M)	audit committee during the year
	Dr. T.V. Hymavathi (M)	were accepted by the Board.
	Ms. Myadam Shirisha Raghuveer (M)	• Reviewing, with the management the quarterly financial statements before submission to the Board for approval. • Approval or any subsequent modification of transactions ofthe Company with related parties. • Reviewing, with the management the performance of statutory auditors and internal auditors, adequacy of internal control systems, etc

Name ofthe Committee	Composition of the Committee as on 31st March, 2025	Highlights of roles and responsibilities
Nomination & Remuneration Committee	Dr. Anu Appaiah KA (C) Dr. T.V. Hymavathi (M) Mr. Ramchander Vyasabhattu (M)	• The committee oversees and administers executive compensation, operating under a written charter adopted by our Board of Directors. • The nomination and remuneration committee has framed the nomination and remuneration policy
Stakeholders Relationship Committee	Dr. Anu Appaiah KA (C) Ms. Myadam Shirisha Raghuveer (M) Mr. Ramchander Vyasabhattu (M)	• The committee reviews and ensures redressal of investor grievances. • The committee noted that all the grievances ofthe investors have been resolved during the year.
Corporate Social Responsibility Committee	Dr. Dr. T.V. Hymavathi (C) Dr. Anu Appaiah KA (M) Ms. Myadam Shirisha Raghuveer (M)	• To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act 2013 and rules made there under. • To monitor the implementation of the CSR Policy ofthe Company from time to time

*C: Chairperson, M: Member
CEO & CFO Certification

As per the terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation,
2015, the Chief Executive Officer and Chief Financial Officer submitted Annual Compliance Certificate on
financial reporting and internal controls'' to the Board. As perthe terms of Regulation 33(2) (a) ofthe SEBI (Listing
Obligation & Disclosure Requirements) Regulation, 2015, they also submitted the ''Quarterly Compliance
Certificate on financial results''during the meetings for approval offinancial results,A These certificates are a part
of this Annual Report

Compliance Management

The Company has built and adopted a compliance management tool as a part of the ERP. The application
provides a facility to update statutory compliances from time to time by attaching the evidence of compliance.
The tool also provides system-driven alerts to the respective personnel ofthe company for complying with the
applicable laws and regulations as per the due dates for compliance. The Chief Executive Officer, Chief Financial
Officer of the Company present a certificate certifying the compliance of all the applicable laws, rules and

regulations to the Board of Directors of the company in the Board Meetings held for reviewing of the quarterly
financial statements.

Prevention of InsiderTrading Code

As per SEBI (Prohibition of InsiderTrading) Regulation, 2015 as amended from time to time, the Company has
adopted a Code of Conduct to Regulate, Monitoring & Reporting ofTrading by Insiders.

The company has adopted a code of conduct for prohibition of insider trading to regulate, monitor and report
trading by insider under SEBI (Prohibition of InsiderTrading) Regulations, 2015. This policy also includes practices
and procedure for fair disclosures of unpublished price sensitive information, initial and continual disclosures.
The policy is available on website ofthe Company (www.bambinoagro.com).

Investor Grievance Redressal and Shareholder Services:

Investor complaints received via email, telephone, or in physical form are addressed and resolved promptly,
reflecting the company''s ongoing commitment to fairness, transparency and building investor trust Grievances
ofthe security holders—including those related to transfer or transmission of shares, non-receipt ofthe annual
report non-receipt of declared dividends, issuance of new or duplicate share certificates, matters concerning
general meetings and other related issue— are handled without delay.

The Company also ensures through the assistance from its Registrar and Share Transfer Agent (KFin
Technologies Limited) that requests for issuance of duplicate share certificates are processed efficiently and in
strict compliance with applicable regulatory guidelines. Additionally, it facilitates requests for change in
beneficial ownership through a streamlined and transparent process, ensuring smooth and timely execution.

The details of complaints and service requests received and resolved during the Financial Year 2024-25 are
provided in the Corporate Governance Report

SR. No.	Particulars	Opening	Received	Resolved	Pending
1,	Complaints from SEBI	0	0	0	0
2.	Complaints from Stock Exchanges	0	0	0	0
3.	Non receipt of dividend warrants	0	3	3	0
4.	Non receipt of Annual Reports	0	0	0	0
5.	Non receipt of dup/transmission/ deletion of share certificates	0	0	0	0
6.	Non receipt of securities	0	1	1	0
7.	Non receipt of securities after transfer
	Total	0	4	4	0

Promotion of Dematerialization:

Shareholders are encouraged to convert their physical shareholdings into dematerialized (demat) form. Your
Directors also recommend this transition for enhanced security, ease of transfer, faster settlement and to
eliminate the risks associated with loss, theft or damage of physical share certificates. The demat system allows
such changes to be electronically recorded with accuracy and efficiency.

Risk Management

The Company laid down procedures for risk assessment and mitigation. They are periodically, reviewed and
reported to the Audit Committee. This Policy details the Company''s objectives and principles of managing Risk
with an overview ofthe related procedures, roles and responsibilities.

Compliance of Reclassification of Promoters group:

For the financial year ended on 31st March, 2025, none of the promoter or promoter group has reclassified
themselves as Public Shareholders. Hence the same is not applicable.

Insurance

Ail properties and insurable interests of the Company have been fully insured. Your Company also insured all its
employees and contract labor working across the Company.

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of
certain policies for all listed companies. Company has also adopted several polices in line with Companies Act,
2013 and Acts applicable to the Company. All the corporate policies are available on the Company website
(www. bambioagro.com/ Investors/ policy). The policies are reviewed periodically by the Board and updated
based on need and new compliance requirement

In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as
follows:

No.	Policy Name	About the Policy
1.	Code of Conduct & Ethics for Board & Senior Management	The code is applicable to Board of Directors, senior management personnel and employees helping them to maintain good standards of business conduct foster ethical and moral conduct and promote a culture of honesty and accountability, so as to set an example to others in the company.
2.	Whistle Blower Policy	The company has adopted the whistleblower mechanism for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the company’s code of conduct and ethics. It also provides for adequate safeguards against victimization of the whistleblower employees and also provides for direct access to the Chairperson of the Audit Committee.
3.	Risk Management Policy	This policy sets out the objectives and accountabilities for the management of risk within the company such that it is structured, consistent and effective.
4.	Corporate Social Responsibility Policy (CSR Policy)	The policy outlines the company''s strategy to bring about a positive impact on Society through programs relating to hunger, poverty, education, healthcare, environment relief, disaster management etc., as per the provisions ofthe Companies Act 2013.
5.	Policy on Materiality of Related Party Transactions	The policy regulates all transactions between the Company and its related parties
6.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI), Policy on Legitimate Purpose, Policy/procedure for investigation of leak/suspected leak of UPSI	The Policy has been formulated with a view to maintain uniformity, transparency and fairness in dealing with all stakeholders and to ensure timely, fair and adequate disclosure of unpublished price sensitive information to the investor community by the company to enable them to take informed investment decisions with regard to the company''s securities.

No.	Policy Name	About the Policy
7.	Code of Conduct to Regulate, Monitor & Report Trading by Insiders as per SEBI (Prohibition of Insider Trading) Regulation 2015	This code regulates any kind of InsiderTrading by designated persons
8.	Policy on Prevention of Sexual Harassment	The policy aims at providing a safe work environment for women at workplace
9.	Board Diversity and Nomination & Remuneration Policy	The policy sets out the company''s approach to ensuring adequate diversity in its Board of Directors (the "Board") and is devised in consultation with the Nomination and Remuneration Committee (the “Committee”) of the Board
10.	Policy on determination of Materiality of Events	The Policy provides for determining the materiality of events or information relating to the company and to ensure timely and accurate disclosure on all material matters concerning the company.

Policy on Sexual Harassment

Prevention of sexual harassment at the workplace is a critical issue that requires robust mechanisms and
proactive measures. The Vishakha Guidelines, established by the Supreme Court of India in 1997, laid the
foundation for addressing sexual harassment at the workplace. These guidelines were further reinforced by the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013(i.e. POSH Act).
Your company is committed to providing a safe and conducive work environment to all its employees and
associates. In compliance with POSH Act and rules made thereunder, The Company has put in place a Policy on
Prevention of Sexual Harassment (POSH) of Women at the Workplace, serving as guiding policies dedicated to
preventing and redressing incidents of harassment ensuring complete anonymity, confidentiality and fairness in
the investigation process.

There are no instances of Harassment reported during the year 2024-25 under Sexual Harassment of Women
atthe Workplace (Prevention, Prohibition and Redressal) Act 2013.

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.

Number of complaints filed during the financial year	NIL
Number of complaints disposed of during the financial year	NIL
Number of complaints pending as on end of the financial year	NIL

Maternity Benefits

None of the Company''s employees had sought for maternity leave during the financial year ended 31 st March,
2025. The Board of Directors hereby declares and confirms that the Company adheres to the standard
guidelines and policies in pursuance with the Maternity Benefit

Gender Wise Employee Data

Sr. No.	Particulars	Male Employees	Female Employees
1.	Employees atthe Beginning of the Year	348	13
2.	Addition/Reduction in Strength	31	1
3.	Employees atthe end of the year	379	14
4.	% Increase/Decrease during the year	9%	7.7%

Vigil Mechanism policy

In compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the company has
established a Vigil Mechanism had adopted 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 Chairman of the Audit Committee in exceptional cases. The
functioning of whistle blower mechanism is periodically reviewed by the Audit Committee. No complaints have
been received during the Financial Year ended 31 st March, 2025. No personnel have been denied access to the
Audit Committee during the Financial Year 2024-25.

The details of said vigil mechanism are given in Corporate Governance Report which forms part of this Annual
Report A copy of the Whistle Blower Policy is available in the company''s website i.e. www.bambinoagro.com

Policy on Director''s Appointment and Remuneration

As per the policy of the company, the Board of Directors shall have an optimal combination of Executive and
Non-Executive Directors, with at least one Woman Director. The composition of the Board complies with the
Articles of Association, the Companies Act 2013, along with its applicable rules and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended from time to time to maintain the diversity and
independence ofthe Board.

As on 31 st March, 2025, the Board comprised of 6 Directors, including 1 Chairperson and Managing Director, 2
Executive Director, 1 Non-Executive Independent Woman Directorand 2 Non-Executive Independent Directors.

The Statement of Particulars of Appointment and Remuneration of Managerial Personnel as Per Rule 5 ofthe
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-5.
There are no employees employed for the entirety ofthe financial year are receiving remuneration exceeding
? 8.5 lacs per month or ? 102 lacs per annum as stipulated under Rule 5(2) ofthe Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

Details under Insolvency and Bankruptcy Code, 2016

No application is made, or any proceeding is pending against the Company under Insolvency and Bankruptcy
Code, 2016 during or as at the end ofthe year under review.

Details of One Time Settlement and Valuation of Assets

The Company did not avail any One Time Settlement (OTS) from banks or Financial Institutions and hence giving
disclosures on valuation of assets/securities at the time of borrowing and at the time of OTS is not applicable.

Financial Year

There has been no change in the financial year during the year under report
Significant Material Orders Passed by the Regulators

There were no significant material orders passed by any Regulators/Courts that would impact the going
concern status ofthe Company and its future operations.

Company had made the necessary disclosure to the stock exchanges pursuant to Regulation 30 and of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedules and SEBI Circular on
Continuous Disclosure Requirements with in the stipulated time as and when any order/notice from
statutory/regulatory or judicial authorities are received There is no material impact on financial, operations or
other activities ofthe Company.

The promoter group i.e. Mr. Kartekeya Myadam has filed a company petition with the Hon''ble NCLT, Hyderabad
vide Ref. No. C.P. No. 20/2021. Currently the proceedings are at trial stage and next hearing is scheduled on 30th
September, 2025.

Your Company has complied with to the best of its knowledge and beliefs, all the Acts, Rules, Regulations and
Guidelines issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of
Corporate Affairs and other statutory authorities.

Energy Conservation, Technology Absorption & Foreign Exchange Earnings & Outgo

The particulars as prescribed underSub-section (3)(m) of Section 134 ofthe Companies Act 2013, read with the
Companies (Accounts) Rules, 2014 are provided in the Annexure-2 to the Board Report

Corporate Social Responsibility (CSR)

Your Company has made Corporate Social Responsibility (CSR) an integral part of its ethos and culture, Your
company has constituted a Corporate Social Responsibility Committee ("CSR Committee") in accordance with
Section 135 ofthe Companies Act 2013. A Standard Operating Procedure covering the system of reporting and
monitoring for CSR activities has been put in place to ensure effective implementation of planned CSR initiatives.
The CSR activities / projects as per the provisions ofthe Companies Act 2013 and rules made thereof, is
undertaken directly by the company. During the Financial Year 2024-25 the CSR Committee of the Board
evaluated various options to implement the CSR activities and decided to implement the CSR projects for the
year through the following implementing Agency. Annual Report on CSR Activities - Annexure-3.

Sr. No.	Name ofthe implementing Agency	List of Activities
1.	Rural Development Foundation(RDF)	Building and operating high-quality, non-sectarian schools in underserved villages
2.	Sri Kalpavruksha Kamadhenu Welfare Trust	Animal Welfare
3.	Network Of Indian Cultural Enterprises (NICE org)	Women empowerment preservation of cultural heritage
4.	PM CARES	PM CARES

Corporate Governance

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing
an organization’s brand and reputation. This is ensured by taking ethical business decisions and conducting
business with a firm commitment to values, while meeting stakeholders'' expectations. It is imperative that your
company''s affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust ofthe
stakeholders. Corporate Governance, is a set of standards, rules, policies and procedures. The policy of your
company on directors'' appointment and remuneration, including criteria for determining qualifications, positive
attributes, independence of a director and other matters as provided under Section 178(3) ofthe Companies
Act 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 was adopted by the
Board. In line with the provision under Para C of Schedule V ofthe Corporate Governance Report the Directors
submit annual declaration about their skill sets/expertise/ competencies. It is affirmed that the remuneration
paid to the Director^) is as per the terms laid out in the nomination and remuneration policy ofthe company.

Management Discussion and Analysis

In terms ofthe provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended
from time to time, the Management''s Discussion and Analysis is provided in a separate section and forms an
integral partofthis Report

Annual Return

The Annual Return as on 31st March, 2025 as required under Section 92(3) and Section 134(3)(a) ofthe
Companies Act 2013, will be hosted on the company''s website (https:// www.bambinoagro.com)

Business Responsibility and Sustainability Report (BRSR)-

During the year BRSR is not applicable to your company.

Listing & Custodian Fees

The company''s equity shares are listed on the BSE Stock Exchange:

BSE Limited, Phiroze JeejeebhoyTowers, Dalai Street, Mumbai-400 001, Maharashtra, India; and.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2024-25. The
annual custodian fees have also been paid to the depositories before the due date.

Unclaimed Equity Shares Suspense Account

The Company has opened demat account in the name of Bambino Agro Industries Limited for Shares
Unclaimed Suspense Escrow Account maintained with Stock Holding Corporation Of India Limited, Reg. Office:
301, Centre Point Dr. Babasaheb Ambedkar Road, Parel, Mumbai - 400012, Maharashtra, India vide DPID
IN301330 and client ID 41315719.

As on 31 st March, 2025, there are 1332 outstanding shares lying in the suspense account In accordance with
the requirement of Clause F of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, the Company reports the following details as of 31 st March, 2025 in respect of equity shares lying in the
suspense account

Particulars	No. of Share holders	No. of equity Shares
Aggregate number of shareholders and the outstanding shares in the suspense account lyinq at the beqinninq of the year i.e., 01st April, 2024	3	300
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	6	1032
Number of shareholders to whom shares were transferred from suspense account during the year	NIL	NIL
Transferred to Investor Education and Protection fund Authority	NIL	NIL
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year i.e. 31st March, 2025	9	1332

Directors'' Responsibility Statement as required under Section 134 (3) (c) & (5) of the Companies Act
2013.

The financial statements are prepared in accordance with the provision of Section 129 read with Schedule III of
the Companies Act 2013 and the rules made thereof, Ind-AS and Generally Accepted Accounting Principles
(GAAP) under the historical cost convention on accrual basis except the sale proceeds received under REC
Mechanism of the Renewable Energy. GAAP comprises mandatory accounting standards as prescribed under
Section 133 of the Companies Act 2013 (''the Act¹), read with Rule 7 of the Companies (Accounts) Rules, 2014,
the provisions of the Act and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no
material departures from prescribed accounting standards in the adoption of these standards.

In terms of the Section 134 (3)(c) & (5) of the Companies Act 2013 the Board of Directors of your Company
states that

In the preparation of the annual accounts for the financial year 2024-25, the applicable accounting
standards have been followed along with proper explanation relating to material departures.

? They 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 at the end of the financial year 2024-25 and ofthe profit ofthe Company forthat period.

? They have taken Proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions ofthe Companies Act, 2013 for safeguarding the assets ofthe company
and for preventing and detecting fraud and other irregularities if any,

? The annual accounts ofthe company have been prepared on a going concern basis.

? They 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

? They have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

Acknowledgement and Appreciation

Your Directors wish to place their sincere apperception for the support and co-operation that the company has
received from its Shareholders Bankers, Customers, Suppliers Stockists selling Agents, Distributors, Central and
State Governments, Various Statutory Authorities and others associated with the company.

Your Directors also wish to place on record their appreciation towards all employees for their commitment and
hard work.

By Order of the Board of Directors
Bambino Agro Industries Limited

Myadam Shirisha Raghuveer

Date: 28th August 2025 Chairperson and Managing Director

Place: Secunderabad DIN: 07906214

---

Mar 31, 2024

Your Directors have pleasure in presenting the 41 st Annual Report on the operations and accounts of the Company forthe Financial Year ended 31 st March, 2024.

Financial summary or Highlights/Perfbrmance of the Company-

(f in lacs)

Particulars	Year Ended 31st March, 2024	Year Ended 31st March, 2023
Sales & other income	33261.20	30510.23
Profit/floss) before depreciation, financial exps, tax & other adjustments	2752.30	2298.25
Less: financial expenses	800.44	630.23
Profit/(loss) before depreciation, tax & other adjustments	1951.86	1668.02
Less: depreciation	492.76	367.95
Profit before tax & other adjustments Provision for tax:	1459.10	1300.07
Current tax	(270.00)	(245.00)
Deferred tax	(96.18)	(133.69)
Net profit/loss after tax	1092.92	921.38
Add: Profit brought forward	5985.42	5238.25
Profit available for appropriation	7078.34	6159.63
Less: Dividend	128.14	128.14
Less: Tax on proposed dividend		-
Transfer to general reserve	54.65	46.07
Other comprehensive income for the year, net of income tax		-
Surplus carried forward to balance sheet	6895.55	5985.42

Company''s State ofAffairs-

We are happy to share that your company achieved a revenue of ? 33261.20 lacs and Net Profit of ?1092.92 lacs. With continued focus on building stronger distribution, digital initiatives and entry into newer areas in rural markets Bambino Agro delivered a strong revenue growth that was 6% higherthanthe industrygrowth rate.

Company is well positioned, with a strong teams, technological interventions and robust processes to address the envisioned emerging changes in the high paced growth of Indian FMCG markets.

Dividend-

Your Directors are pleased to recommend a dividend of 16% forthe period ended 31 st March, 2024. The said dividend, if approved, will absorb a sum of ? 128.14 lacs and be paid to all eligible equity shareholders of the Company.

In view of the change 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 ofthe shareholders. yourCompany Accordingly, will pay the Dividend after deducting the tax at source.

Reserves-

Your Company proposes to transfer? 54.65 lacsto General Reserve forthe financial year ended31st March, 2024. Share Capital-

The paid-up share capital ofthe Company as on 31 st March, 2024 is ? 800.88 lacs.

Number of Board Meetings-

During the year ended 31 st March, 2024, six (6) Board Meetings were held.

Dates ofthe Board meetings are: 29th May, 2023,10th June, 2023,11 th August, 2023,28th August 2023,10th November, 2023 and 14th February, 2024. The time gap between two consecutive meetings was within the period prescribed underthe Companies Act 2013 and SEBI (LODR) Regulations, 2015.

Directors'' Responsibility Statement as required under Section 134 ofthe 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 ofthe Company hereby confirms that-

i) the applicable accounting standards have been followed in the preparation of Annual accounts (along with proper explanation relating to material departures)

ii) the Directors selected such accounting policies, applied them consistently, made reasonable and prudent judgments and estimates to give a true and fair view ofthe Company''s state of affairs and P&L as on 31 st March, 2024;

iii) the Directors maintained accounting records in accordance with the provisions of this Act for safeguarding the assets ofthe Company, preventing /detecting fraud and other irregularities;

iv) the Directors prepared the Annual Accounts for the Financial Year ended 31st March, 2024 on a going concern basis;

v) the Directors laid down internal financial controls that are adequate & effective;

vi) the Directors devised systems to ensure compliance with the applicable laws and that said systems were adequate and effective.

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

The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) ofthe Companies Ad, 2013, stating that they meet the criteria of independence as provided in sub-sedion (6).

Nomination and Remuneration Committee-

The Nomination and Remuneration Committee consists of Dr. S. Venkataraman as the Chairman, and Dr. Lalitha Ramakrishna Gowda and Mr.Vyasabhattu Ramchanderas members.

w.e.f. 27th September, 2024 Committee was Re-constituted with Dr. Anu Appaiah K A as the Chairman, and Dr. Venkata HymavathiThota and Mr.Vyasabhattu Ramchanderas member''s.

Brief description of terms of reference- identifying persons who are qualified to become Directors or a member of Senior Management and recommend to the appointment and removal to the Board;

- evaluate directors'' performance formulation of criteria for determining qualifications, positive attributes and independence of a director;

- recommended a policy forthat is related to the remuneration of Directors and Key Managerial Persons;

- Defining the criteria for evaluation of independentdirectors and the Board and

- devising a policyfordiversity.

Nomination and Remuneration policy-

1. To define criteria for identifying persons who are qualified to become Directors (Executive and NonExecutive) a member of Senior Management or Key Managerial Person.

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

3. To evaluate Directors''for performances.

4. To reward Directors'' / KMP / Senior Managementfortheirs achievements in the Company.

5. To retain, motivate and promote talent

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 PartyTransactions is available on the Company''s website at http://bambinoagro.com/bolicy/.

Annual Retum-

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 2023-2024 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 Ad; 2013 (Act) read with the Companies (Accounts) Rules, 2014-

Infomnation 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

Risk Management Policy-

The Company laid down procedures for risk assessment and mitigation. They are periodically, reviewed and reported to the Audit Committee. This Policy details the Company''s objectives and principles of managing Risk with an overview of the related procedures, roles and responsibilities.

Corporate Social Responsibility-

The outline of the Corporate Social Responsibility (CSR) initiatives undertaken by the Company are set out in Annexure-3 of this report It is in the format prescribed by the Companies (CSR) rules 2014. For more details please refer Corporate Governance report

The committee pursuant to the provisions of Section 135 of the Companies Act 2013 and the Rules made thereunder, and upon the recommendation, the Board has a CSR policy, which is available on the company website.

The Company has spent the prescribed amount of? 25.51 lacs towards of promoting healthcare, livelihood enhancing, educating women and contributing to ''PM-CARES'' Fund etc. The details are provided in Annexure -3.

Board Evaluation-

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015), the Board evaluated its own performance. The manner those of Directors and the Committees.The evaluation is detailed in the Corporate Governance Report

Directors and Key Managerial Personnels-

The Board of Directors as on 31st March, 2024 consisted of Six (6) Directors: three (3) are Non-Executive, Independent Directors and three (3) Executive/Whole-time Directors (with Ms. Myadam Shirisha Raghuveer as the Managing Director).

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

Appointments/Reappointments/Cessation

Mr. V. Nagarajan resigned as Chief Financial Officer w.e.f. 29th May, 2024 and Mr. Revoori Jithender Reddy was appointed as the Chief Financial Officer w.e.f. 14th August 2024.

Ms. Ruchita Vij resigned as Company Secretary and Compliance Officer w.e.f. 12th July, 2024 and Mrs. Sweety Rai (Membership No. 31513), was appointed as Company Secretary and Compliance Officerw.e.f. 14th August 2024.

Deposits-

The Company did not accept any deposits from the public in terms of Section 73 ofthe Companies Act 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 amount to IEPF-

The dividends that remained unclaimed fora period of seven years, were have been transferred within their due dates by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government Section 124 of the Companies Ad, 2013 read with the Investor Education and Protedion Fund Authority (Accounting, Audit Transfer and Refund) Rules, 2016 (''the Rules'') mandates that companies shall, apart from transfer of dividend that has remained unclaimed for a period of seven years from the unclaimed dividend account to the Investor Education and Protedion Fund (IEPF), also transferthe corresponding shares.

Accordingly, the dividends their corresponding shares were transferred to IEPF account The details are provided in the notice of AGM.

Auditors-

StatutoryAuditors-

Atthe 39th AGM held on 29th December, 2022 the members approved the appointment of M/s. PRV Associates, Chartered Accountants (FRN: 006447S) as Statutory Auditors for a period of five (5) years from the conclusion of that Annual General Meeting to the conclusion of the 44th Annual General Meeting.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Ad, 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-

Pursuant to the provisions of Section 204 of the Companies Ad, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. C. Gorak & Co. Pradicing Company Secretary (CP No. 11346) to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as ''Annexure 4/

Internal Auditors-

Pursuantto the provisions of Sedion 204 of the Companies Ad, 2013 read with respective rules, M/s. Krishna Reddy Palugulla & Co, Chartered Accountants, Hyderabad, was appointed as Internal Auditors of the Company forthe Financial Year 2024-2025.

Audit Reports-

• The Auditor''s Report to the members of the Company forthe Financial Year ended 31 st March, 2024 does not contain any qualificationfe). The report of the Statutory Auditors forms part of this report During the year under review, the Statutory Auditors did not report any matter under Sedion 143(12) of the Act; therefore, no detail is required to be disclosed under Sedion 134(3) (ca) of the 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 pursuant to Sedion 148 of the Companies Act 2013. Audit Commrttee-

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

There is no instance where the Board didn''t accept the recommendation of the Audit Committee''s recommendation.

Management Discussion and Analysis & Corporate Govemance-

A separate report on Corporate Governance and Management Discussion & Analysis is annexed’ so is the compliance certificate.

Policies-

The SEBI (LODR) Regulations, 2015, mandated the formulation of certain policies for all listed companies, said policies are available on the company’s website.

Vigil Mechanism-

The Board of Directors adopted the "whistleblower policy", which aims to conduct affairs in a fair and transparent manner by adhering highest standards of professionalism, ethics and dedication. All employees are covered under this policy.

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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-5. There are no employees employed for the entire partial of the financial year are receiving remuneration exceeding ? 8.5 lacs per month or ? 102 lacs per annum as stipulated under Rule 5(2) of the 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 who requests the same in writing, before the Annual General Meeting. Such particulars shall be made available by the Company within three days from the date of receipt of such request

Internal Control Systems and their adequacy-

The Company has adequate internal control systems that are commensurate with its size and working. The Company has undertaken a comprehensive review of its current and future needs. Therefore it is in the process of implementing a new business management software. The company has invested in an Enterprise Resource Planning (ERP) that is economical and perfectly tailored. Its further streamlines and improves are operations and efficiency.

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 2023-24 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 or tribunals 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 compan/s operations in the future.

The Board here by informs you that a petition has been filed by 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 Act2013 against the Company. The matter is taken upfor hearing and issubjudice.

Further, Mrs. Anita Myadam filed IA(CA) 33/2022 in CPNo. 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 September, 2022. Subsequently, she preferred an appeal before NCLAT Chennai but the same was withdrawn by heron 14th February, 2023.

Now C.P No. 20 of2021 is solely contested by M. Kartekeya. The last hearing was on 8th November, 2024 and the next hearing is on 29th November, 2024.

Material Changes and Commitments-

There are no material Changes and Commitments in the company''s operations during the financial year 31st March, 2024 to 25th November, 2024.

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.

Number of complaints filed during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending as on end of the financial year	Nil

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 for the year 2024-2025 to BSE Limited where the Compan/s Shares are listed.

Secretarial Standards-

The Company has systems to ensure compliance with the provisions of applicable secretarial standards issued by the Institute of Company Secretaries of India and said systems are adequate.

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 towards all employees for their commitment and hard work

For and on behalf of the Board of Directors of Bambino Agro Industries Limited

Myadam Shirisha Raghuveer

Place: Secunderabad, Telangana Chairperson and Managing Director

Date: 25th November, 2024 DIN: 07906214

---

Mar 31, 2023

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:

			(Rs. in Lacs)
	Particulars	Year Ended	Year Ended
		31stMarch 2023	31st March 2022
	Sales & other income	30510.23	25764.15
	Profit/floss) before depreciation, financial exps, tax & other adjustments	2298.25	2428.95
	Less: financial expenses	630.23	828.66
	Profit/(loss) before depreciation,tax & other adjustments	1668.02	1600.29
	Less: depreciation	367.95	297.44
	Profit before tax & other adjustments Provision for tax:	1300.07	1302.85
	Current tax	(245.00)	(366.43)
	Deferred tax	(133.69)	(51.19)
	Net profit/loss after tax	921.38	885.23
	Add: Profit brought forward	5238.25	4525.45
	Profit available for appropriation	6159.63	5410.68
	Less: Dividend	128.14	128.17
	Less: Tax on proposed dividend	-	-
	Transfer to general reserve	46.07	44.26
	Other comprehensive income for the year, net of income tax	-	-
	Surplus carried forward to balance sheet	5985.42	5238.25

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

r

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.

(C \

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.

Number of complaints filed during the financial year	Nil
Number of complaints disposed ofduring the financial year	Nil
Number of complaints pending as on end ofthe financial year	Nil

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

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 35th Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March 2018.

1. Financial summary or Highlights/Performance of the Company: (Rs. In Lacs)

Particulars	Year Ended 31st March 2018	Year Ended 31st March 2017
Sales & other income	16872.70	20792.07
Profit/doss) before depreciation, financial exps, tax & other adjustments	1483.81	1687.02
Less: financial expenses	608.06	873.05
Profit/(loss) before depreciation, tax & other adjustments	875.74	813.97
Less: depreciation	284.03	274.56
Profit before tax & other adjustments	591.71	539.41
Extraordinary items Provision for tax:	-	”
Current tax	(173.84)	(115.36)
Deferred tax	(34.39)	(51.46)
Net profit/loss after tax	383.48	372.59
Add: Profit brought forward	2529.07	2361.49
Opening balance of retained earnings	-	-
Profit available for appropriation	2912.55	2734.08
Less: dividend	-	128.14
Less: tax on proposed dividend	-	26.12
Less: tax on dividend	-	-
Transfer to general reserve	19.18	16.94
Other comprehensive income for the year, net of income tax	9.55	33.81
Surplus carried forward to balance sheet	2883.82	2529.07

State of Company''s affairs

During the period under review, your company has earned revenue from operations and other income of Rs.16872.70 lacs with a net profit of Rs.383.48 lacs. The net profit has shown a positive impact despite the compact turnover when compared to last financial year. To combat the continued experience in the sluggish market and to minimize the impact of all this, company intends to focus on strengthening the distribution network, growing in weaker geographies and continuously striving for product innovation. Your Company will continue to scout for opportunities to enter new categories in food and in new geographies.

We continue to strengthen and drive our analogy of products by entering into category of cereals, liquid food and Whole Wheat Atta with our base material. New category extensions have been made in Vermicelli, Macaroni, Spaghetti and Pasta variants. Several opportunities are also in pipeline.

We continue to strive for overall value addition to existing and new products with health-promoting and disease-preventing ingredients.

Dividend

Your Directors are pleased to recommend a dividend of 16% for the period of 31st March 2018 and the said dividend, if approved, would absorb a sum of Rs.1,28,14,154 plus dividend tax of Rs.26,08,725. 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.

Reserves

Your Company proposes to transfer Rs.19,17,382 to General Reserve for the financial year ended 31st March 2018.

Share Capital

The Paid-up Share Capital of the Company as on 31st March 2018 is ? 8,00,88,460.

Number of Meetings of the Board of Directors

During the year ended 31st March 2018, Seven Board Meetings were held.

The dates on which the Board Meetings were held are 23rd May 2017, 6th July 2017, 12th August 2017, 9th September 2017, 13th November 2017, 28th November 2017 and 13th February 2018. The maximum time gap between any two consecutive meeting was within the period prescribed under the 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 2018 and of Profit and Loss Account of the Company for that period;

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 2018 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 compliances of applicable Secretarial Standards

Pursuant to para 9 of the revised secretarial standards, the Board herewith confirms to comply with all the applicable secretarial standards of Board and General Meeting w.e.f 1st October 2017.

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 Ad, 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 the following Directors namely Mr. S. Nageswara Rao, Chairman, Dr. S. Venkataraman and Dr. Lalitha Ramakrishna Gowda 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 for their 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 /wp-content /uploads/2015/12/RPT-POLICY.pdf

Extracts of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Ad, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure -2 to this Report

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 prepared and the same is enclosed as Annexure - 3 to this Report.

Risk Management Policy

The Company has laid down the procedure for risk assessment and its mitigation through an internal Risk Committee. Key risks and their mitigation arising out of reviews by the Committee are assessed and reported to the Audit Committee on a periodic basis. 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 activites during the year are set out in Annexure -4 of this report is in the fomat prescribed in the Companies (Corporate Social Responsibility) rules 2014, 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 Corporate Social Responsibility (''CSR'') policy and the same is available on the website of the Company "www.bambinoagro.com”.

Company has spent the prescribed amount of ? 12.50 lacs on CSR activities in the areas of Eradicating hunger, Poverty and malnutrition and promoting healthcare. The details on CSR activities are provided in Annexure - 4 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

Ms. Myadam Shirisha (DIN No. 07906214) Director of the Company retires by rotation and being eligible, offers herself for re-appointment

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year.

The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee at its meeting held on 30th July 2018 appointed Mr. S.S.N. Murthy as Additional Director of the Company up to the date of ensuing AGM. Board further recommends appointment of Mr. S.S.N. Murthy as Director - Finance for a period of 3 years w.e.f. 13th August 2018 on a remuneration of ''. 7,00,000/- per month. Necessary resolutions seeking approval of members for appointment have been incorporated in the Notice of Annual General Meeting.

Mr. Sanjay Baral, Director - Sales & Marketing resigned from the Board on 30th July 2018.

Mr. S Nageswara Rao, Dr. S Venkataraman and Dr. Lalrtha Ramakrishna Gowda continue as Independent Directors on the Board of the Company. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act They have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in their status as Independent Director during the year.

For Directors seeking appointment/re-appointment in the forth coming Annual General Meeting of the Company, the particulars as required to be disclosed in accordance with Reg. 36 of SEBI (LODR) Regulations, 2015 is provided in notice of Annual General Meeting.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act 2013.

Loans, Guarantees and Investments

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

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

AUDITORS

Statutory Auditors

At the 34th Annual General Meeting held on 29th March 2018 M/s. Kumar & Giri, Chartered Accountants (FRN No. 001584S) were appointed as Statutory Auditors of the Company to hold office for a period of 5 consecutive years till the conclusion of 39th Annual General Meeting (subject to ratification by the shareholders at each Annual General Meeting).

In terms of first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. However, Companies (Amendment) Act, 2017 omitted the first proviso to section 139 of Companies Act, 2013, that required ratification of appointment of Auditors at every Annual General Meeting.

Accordingly M/s. Kumar & Giri, Chartered Accountants will continue as Statutory Auditors of the company till conclusion of 39th Annual General Meeting of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Ad, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Chandrakanth Gorak, Practicing Company Secretary (CP No. 11346) to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure 5''.

Audit Reports

- Report of the Statutory Auditors for the year does not contain any qualification, reservation or adverse remark of disclaimer or reporting of any offence or fraud.

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

Cost Audit

The Company is not required to maintain any cost records pursuant to the 148 of the Companies Act, 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 of the Annual Report for the year.

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

Corporate Governance

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor''s Certificate on its compliance.

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 - 6 to this Annual Report There are no employees who are either employed for the whole/Part of the financial year are in receipt of remuneration exceeding Rs. 8.5 lacs per month or Rs. 102 lacs per annum as stipulated under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The information required pursuant to section 197(12) of the Companies Act, 2013 read with rule 5 of the companies (appointment & remuneration of managerial personnel) rules, 2014 is annexed herto as annexure-6a statement showing names & other particulars of the top ten employees & employees drawing Remuneration in excess of the limits prescribed under 5(2) of the said rule is also annexed to the Director''s report as annexure 7, however as per the provisions of section 136(1) of the companies ad, 2013 the annual report is being sent to all the members excluding the aforesaid statement The statement is available for inspection at the registered office of the company during the working hours.

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 April 1, 2017 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015. The financials for the financial year 2017-18 were presented as per the 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 or tribunals impacting the going concern status and company''s operations in future

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

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 2018 to the date of signing of the Director’s Report

Policy on 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) Ad, 2013.

During the financial year ended 31st March 2018, the Company has not received any Complaints pertaining to Sexual Harassment

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.

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

For and on behalf of the Board of Directors

of Bambino Agro Industries Limited

M. Kishan Rao

Place: Secunderabad Chairman and Managing Director

Date: 30th July 2018 DIN No. 02425967

---

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company and the accounts for the financial year ended 31 March 2016.

1. Financial summary or highlights/Performance of the Company :

(Rs. in lacs)

Particulars	Year Ended 31.03.2016	Year ended 31.03.2015
Sales & other income	26980.82	12592.03
Profit/(loss)before depreciation, financial exps, tax & other adjustments	2371.81	1218.75
Less: financial expenses	1176.62	659.10
Profit/(loss) before depreciation, tax & other adjustments	1195.19	559.65
Less: depreciation	259.17	126.32
Profit before tax & other adjustments	936.02	433.33
Extraordinary items
Provision for tax:
Current tax	(235.48)	(222.26)
Deferred tax	(58.77)	(44.45)
Net profit/loss after tax	641.77	166.62
Add: profit brought forward	1868.56	1779.54
Opening balance of retained earnings	-	2.81
Profit available for appropriation	2510.33	1948.97
Less: dividend	128.14	60.07
Less: tax on proposed dividend	26.09	12.01
Less: tax on dividend	0.02	-
Transfer to general reserve	32.09	8.33
Surplus carried forward to balance sheet	2323.99	1868.56

State of Company''s affairs

During the period under review, your company has earned revenue from operations and other income of Rs. 26980.82 lacs with a net profit of Rs. 641.77 lacs. The figures of current financial year are not comparable to the figures of last FY 2014-15, as your Company had considered closing its previous accounting period for 6 months i.e from 1 October 2014 to 31 March 2015 to align in accordance with the New Companies Act, 2013.

Research & Development

Bambino''s focus is on innovation of functional foods, i.e. food items with definitive health benefits by fortification with natural products containing quantified amounts of active substances, thus striving for "tasteful health".

Our endeavor is to focus on the market demand and manufacture products based on it. New category extensions made in Vermicelli, Macaroni, Spaghetti and Pasta variants with inclusion of natural ingredients and dietary fiber components.

The objective of our R & D is to obtain new knowledge, design innovative methods to develop new products, improve quality, composition and nutritive values of new and existing products. The aim is overall value addition to existing or new products by incorporation of health-promoting and disease-preventing ingredients derived from our traditional herbal medicinal repository, without compromising on the taste and flavor of these products.

Dividend

Your Directors are pleased to recommend a dividend of 16% for the period of 31st March 2016 and the said dividend, if approved, would absorb a sum of Rs. 128,14,154 plus dividend tax of Rs. 26,08,660. 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.

Reserves

Your Company proposes to transfer Rs. 32,08,864 to General Reserve for the financial year ended 31st March 2016.

Share Capital

The Paid-up Share Capital of the Company as on 31st March 2016 is Rs. 8,00,88,460.

Number of Meetings of the Board of Directors

During the year ended 31 March 2016, five Board Meetings were held.

The dates on which the Board meetings were held are 28 May 2015, 12 August 2015, 6 November 2015, 11 February 2016 & 14 February 2016. The maximum time gap between any two consecutive meeting was within the period prescribed under the 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 31 March 2016 and of Profit and Loss Account of the Company for that period;

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 31 March 2016 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 subsection®.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namely Mr. S. Nageswara Rao, Chairman, Dr. S. Venkataraman and Dr. Lalitha Ramakrishna Gowda 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 for their 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.

Extracts of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure -2 to this Report.

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 prepared and the same is enclosed as Annexure - 3 to this Report.

Risk Management Policy

The Company has laid down the procedure for risk assessment and its mitigation through an internal Risk Committee. Key risks and their mitigation arising out of reviews by the Committee are assessed and reported to the Audit Committee on a periodic basis. 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

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made there under and pursuant to the recommendation of the Committee, the Board has in place Corporate Social Responsibility (''CSR'') policy and the same is available on the website of the Company "www.bambinofood.com".

As the Average Net Profits of the Company for the immediately preceding 3 financial years calculated as per Section 198 of the Companies Act, 2013 works out to Rs. 14.37 lacs. The Company has spent Rs. 36.19 lacs on CSR activities and CSR projects in the areas of Eradicating hunger, Poverty and malnutrition and promoting healthcare. The details on CSR activities are provided in Annexure - 4 and forms part of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 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

Mr. P. Easwara Das (DIN No: 02340662), a Non Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Details of Directors or Key Managerial Personnel Who Were Appointed or have resigned during the Year

Mr. V. Nagarajan was appointed as CFO of the Company w.e.f. 14 February 2016. Mr. M. Kishan Rao Chairman and Director resigned as Managing Director w.e.f 15th April 2016 and Mr. M. Raghuveer, Whole time Director was re designated as Managing Director of the Company w.e.f 16th April 2016.

For Directors seeking appointment/re-appointment in the forth coming Annual General Meeting of the Company, the particulars as required to be disclosed in accordance with Reg. 25 of SEBI (LODR) Regulations, 2015 is provided in notice of Annual General Meeting.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

AUDITORS STATUTORY AUDITORS

M/s. PRV Associates, (Firm Registration No.006447S),Chartered Accountants have been appointed as statutory auditors of the company at the 31st Annual General Meeting held on 26.12.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the AGM.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr Chandrakanth Gorak, Practicing Company Secretary (CP No. 11346) to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure 5''.

The Auditors Report and Secretarial Auditor Report do not contain any qualifications, reservations or adverse remarks.

Audit Committee

Audit Committee consists of the following Directors namely Mr. M. Kishan Rao, Chairman and Director, Mr. S. Nageswara Rao, Dr. S. Venkataraman and Dr. Lalitha Ramakrishna Gowda. Except Mr. M. Kishan Rao, all the other members of Audit Committee are Independent Directors.

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

Corporate Governance

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor''s Certificate on its compliance.

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.bambinofood.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 - 6 to this Annual Report. There are no employees who are either employed for the whole/Part of the financial year are in receipt of remuneration exceeding Rs. 5 lacs per month or Rs. 60 lacs per annum as stipulated under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

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.

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 or tribunals impacting the going concern status and company''s operations in future

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31 March 2016 to the date of signing of the Director''s Report.

Policy on 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.

During the financial year ended 31 March 2016, the Company has not received any Complaints pertaining to Sexual Harassment.

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.

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, Stockiest, 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.

For and on behalf of the Board of Directors

of Bambino Agro Industries Limited

M. Kishan Rao

Place: Secunderabad Chairman and Director

Date: 4 June 2016 DIN No. 02425967

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the financial year ended 31 March 2015.

1. Financial summary or highlights/Performance of the Company :

(Rs. in lacs)

Particulars Year Ended Year ended

31.03.2015 30.09.2014

Sales & other Income 12592.03 26069.63

Profit/(Loss) before Depreciation, Financial Expenses, Tax & other Adjustments 1218.75 2283.45

Less : Financial Expenses 659.10 1147.91

Profit/(Loss) before Depreciation, 559.65 1135.54 Tax & other Adjustments

Less : Depreciation 126.32 349.73

Profit before Tax & other Adjustments 433.33 785.81

Extraordinary Items Provision for Tax :

Current Tax (222.26) (73.18)

Deferred Tax (44.45) (3.06)

Net Profit/Loss after Tax 166.62 709.57

Add : Profit brought forward 1779.54 1250.52

Opening balance of Retained Earnings 2.81 -

Profit available for appropriation 1948.97 1960.09

Less : Dividend 60.07 120.13

Less : Tax on proposed dividend 12.01 24.02

Less : Tax on dividend of 2013-2014 - 0.93

Transfer to General Reserve 8.33 35.48

Surplus carried forward to Balance Sheet 1868.56 1779.54

State of Company's affair

During the period under review, your company has earned revenue from operations and other income of Rs. 12592.03 lacs with a net profit of Rs. 166.62 lacs. The figures of current financial year are not comparable to the figures of last FY 2013-14, as your Company has considered to close its current accounting period for 6 months

i.e from 1 October 2014 to 31 March 2015 to align in accordance with the New Companies Act, 2013.

Research & Development

The prime focus of your company's R & D is to continuously strive to achieve innovative methods to develop new products, improve quality, composition and nutritive values of new and existing products. The focus is on value addition to existing products and launch new products by incorporating health-promoting and diseasepreventing ingredients derived from our traditional herbal medicinal repository, without compromising on the taste and flavor of these products.

Dividend

Your Directors are pleased to recommend a dividend of 7.5% for the period of 31st March 2015 and the said dividend, if approved, would absorb a sum of Rs. 60,06,635 plus dividend tax of Rs. 12,00,974. The Dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose name appears in the register of members as on the record date.

Reserves

Your Company proposes to transfer Rs. 8,33,097 to General Reserve for the financial year ended 31st March 2015

Number of Meetings of the Board of Directors

During the year ended 31 March 2015, two Board Meetings were held.

The dates on which the Board meetings were held are 13 November 2014 and 14 February 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 31 March 2015 and of Profit and Loss Account of the Company for that period;

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 31 March 2015 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 subsection®.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namely Mr. Nageswara Rao, Chairman, Dr.S. Venkataraman and Dr. Lalitha Ramakrishna Gowda 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 for their 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.

Extracts of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure -2 to this Report.

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 prepared and the same is enclosed as Annexure - 3 to this Report.

Risk Management Committee

Risk Management Committee consists of the following persons namely Mr. M Kishan Rao, Chairman and Managing Director, Mr. M Raghuveer and Mr M Subramanyam, Whole Time Directors'.

The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board.The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company for the financial year 2014-15 yet the Company has been, over the years, pursuing as part of its corporate philosophy. The company has formulated a Corporate Social Responsibility policy and the same is available in the companies website.

Mechanism for Evaluation of Board

Evaluation of all Board members are done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

A) Criteria for evaluation of Board of Directors as a whole

i. Identifying, Defining and Extent of realising the corporate objectives

ii. Regular monitoring of plans and Corporate results against projections.

iii. Direct, monitor and evaluate Key managerial personnel, Senior officials.

iv. Review of company's ethical conduct.

v. The flow of information to board members and between board members;

vi. Identify, monitor and mitigate significant corporate risks

B) Criteria for evaluation of the Individual Directors

i. Leadership and stewardship abilities.

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Assess policies, structures and procedures.

iv. Review of strategic and operational plans and objectives.

v. Statutory compliance & Corporate governance;

vi. Attendance and contribution at Board/Committee meetings;

DIRECTORS

Mr. P Easwara Das(DIN No:02340662), a Non Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment

Details of Directors or Key Managerial Personnel Who Were Appointed or have resigned during the Year

Mr. Mansoor Yar Khan resigned from the Board as Independent Director on 13-Nov-2014. Dr. Lalitha Ramakrishna Gowda, S. Nageswara Rao and Dr. S. Venkatraman were appointed as Independent Directors on Board of the Company for a period of 5 years w.e.f 26-Dec-2014 as duly approved by the members. Ms Ritu Tiwary was appointed as Company Secretary of the Company w.e.f 18-Oct-2014. Mr M. Raghuveer, Whole Time Director and CFO has resigned as Chief Financial Officer of the Company w.e.f 27-May-2015.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

AUDITORS

STATUTORY AUDITORS

M/s.PRV Associates, (Firm Registration No.006447S),Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 26.12.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr Chandrakanth Gorak, Practicing Company Secretary (CP No. 11346) to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 4'.

The Auditors Report and Secretarial Auditor Report do not contain any qualifications, reservations or adverse remarks.

Audit Committee

Audit Committee consists of the following Directors namely Mr. M Kishan Rao, Chairman and Managing Director,Mr. S Nageswara Rao,Dr S Venkataraman and Dr Lalitha Ramakrishna Gowda. Except Mr M Kishan Rao, all the other members of Audit Committee are Independent Directors.

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

Corporate Governance

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor's Certificate on its compliance.

Disclosure requirements

Policy in dealing with related party transaction, whistle blower policy, prevention of sexual harassment of women at workplace, corporate social responsibility policy including details of familiarization programme of Independent Directors are available on the company's website:www.bambinofood.com.

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 to this Annual Report. There are no employees who are either employed for the whole/Part of the financial year are in receipt of remuneration exceeding Rs. 5 lacs per month or Rs. 60 lacs per annum as stipulated under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

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.

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 or tribunals impacting the going concern status and company's operations in future

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31 March 2015 to the date of signing of the Director's Report.

Policy on 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.

During the financial year ended 31 March 2015,the Company has not received any Complaints pertaining to Sexual Harassment.

CEO'S DECLARATION

Pursuant to the provisions of Clause 49 of the Listing Agreement, a declaration by the Chairman and 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.

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.

For and on behalf of the Board of Directors of Bambino Agro Industries Limited

M. Kishan Rao Place: Secunderabad Chairman and Managing Director Date: 12 August 2015 DIN No.02425967

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Sep 30, 2014

Dear Shareholders,

The Directors have pleasure in presenting their 31st Annual Report of the company together with audited statement of accounts of the Company for the year ended 30th September 2014.

FINANCIAL RESULTS

The financial highlights of the company forthe year ended 30th September 2014 are as follows:

(Rs. in lacs)

Particulars Year Ended Year ended 30.09.2014 30.09.2013

Sales and other Income 26069.63 23560.81

Profit/ (Loss) before Depreciation, Financial Expenses, Tax and other 2283.45 2122.54

Adjustments

Less: Financial expenses 1147.91 1113.96

Profit/ (Loss) before Depreciation, Tax and other adjustments 1135.54 1008.58

Less: Depreciation 349.73 408.93

Profit before Tax and other adjustments 785.81 599.65

Extraordinary Item - 78.82

Provision for Tax:

Current Tax (73.18) (151.88)

Deferred Tax charge/credit (3.06) 10.07

Net Profit/Loss after Tax 709.57 379.02

Add Profit brought forward 1250.52 1030.07

Profit available for appropriation 1960.09 1409.09

Less: Dividend 120.13 120.13

Less: tax on proposed dividend 24.02 19.49

Less: tax on dividend of 2012-13 0.93 -

Transfer to General Reserve 35.48 18.95

Surplus carried forward to Balance Sheet 1779.54 1250.52

COMPANY PERFORMANCE AND BUSINESS OUTLOOK

During the period under review your Company earned revenue from operation and other income of Rs. 26069.63 lacs representing an increase of 10.65 % over the previous year. Your company has registered a net profit ofRs. 709.57 lacs as compared to previous year net profit ofRs. 379.02 lacs. The plant at Indore has already commenced its operation thereby improving the operational efficiency during the year.

Research & Development

Bambino''s R&D focus is on innovation of functional foods, i.e. food items with definitive health benefits by fortification with natural products containing quantified amounts of active substances, thus striving for "tasteful health". Our endeavor is to focus on the market demand and manufacture products based on it. The major Vy quantum of R&D activity during the last year was centered upon development and adaptation of various bitter taste masking technologies.

DIVIDEND

Your Directors are pleased to recommend a dividend of 15% for the period ended 30th September 2014 and the said Dividend if approved would absorb a sum of Rs. 1,20,13,269 plus dividend tax of Rs. 24,01,947. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose name appear in the register of members as on the record date.

DIRECTORS

Mr. P Easwara Das(DIN No:02340662 ), a Non Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

The Board at its meeting held on 13th November 2014 on recommendation of Nomination & Remuneration Committee and subject to the approval of the members at the ensuing Annual General Meeting had re- appointed MrM Subramanyam as whole time Director of the Company, for a period of 5 (five) years with effect from 1st October 2014, without remuneration and whose office is not liable to retire by rotation, as per the provisions of Sections 196 & 197 and rules made thereof and read with Schedule V of the Companies Act, 2013.

The Board of Directors at their meeting held on 13th November 2014 appointed Dr. Lalitha Ramakrishna Gowda (DIN: 06974406) as an Additional Director in accordance with Section 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and rules made thereof and in terms of the Articles of Association of the Company. Dr. Lalitha Ramakrishna Gowda is proposed to be appointed for a term upto 5 Years as a Non-Executive Independent Director from this Annual General Meeting till the conclusion of 36th Annual General Meeting to be held in 2019, not liable to retire by rotation.

The Board of Directors of the Company has appointed Mr S Nageswara Rao (DIN:03278701), Director as Non-Executive Independent Director for a term upto 5 years as per the provisions of Section of 149 & 152 of the Companies Act, 2013 and rules made thereof from the conclusion of this Annual General Meeting till the conclusion of 36th Annual General Meeting to be held in 2019, not liable to retire by rotation.

The Board of Directors of the Company has appointed Dr.S.Venkataraman (DIN:03623630), Director as Non- Executive Independent Director for a term upto 5 years as per the provisions of Section of 149 & 152 of the Companies Act, 2013 and rules made thereof from the conclusion of this Annual General Meeting till the conclusion of 36th Annual General Meeting to be held in 2019, not liable to retire by rotation.

Mr Masoor Yar Khan (DIN:01953001), Non Executive Independent Director of the Company had resigned from the Board w.e.f 13th November, 2014 due to his personal reasons and other commitments. The Board placed on record the valuable contribution made by him, towards the progress of the company from the date of appointment until his resignation.

Mr. S. Nageswara Rao, Dr S Venkataraman and Dr. Lalitha Ramakrishna Gowda, proposed Independent Directors of the Company have duly submitted to the Board, a declaration of their Independence pursuant to Section 149(6) of the Companies Act, 2013.Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership/ chairmanship of the Board/Committee as stipulated by Clause 49 of the listing agreement with the stock exchange are provided elsewhere in the Annual Report.

STATUTORY AUDITORS

M/s.PRV Associates, Chartered Accountants, Hyderabad, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

As per the Section 139 of the Companies Act 2013 M/s.PRV Associates, Chartered Accountants, Hyderabad Statutory Auditors of the Company will be appointed for a period of three years from the conclusion of this Annual General Meeting till the conclusion of the Thirty fourth Annual General Meeting and the Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under section 141 of the Companies Act 2013 and rules made thereof. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Secretarial Auditor As a measure of good corporate governance practice and as per the Section 204 of the Companies Act, 2013 and rules made thereof, the Board of Directors of the Company appointed Mr Chandrakanth Gorak, Practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended 30 September 2014, is provided in the Annual Report

Corporate Social Responsibility (CSR)

Your Company has always been conscious of its social responsibility to the Society and CSR initiatives are being implemented.

The Board of Directors at their meeting held on 6th August 2014 constituted the Corporate Social Responsibility Committee (CSR Committee) as per the provisions of the Section 135 and other applicable provisions of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014 comprising of MrS Nageswara Rao as the Chairman and Mr P Easwar Das & Mr M Kishan Rao as members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities etc.

Cost Auditor: During the year under review, the Board of Directors on recommendation of Audit Committee have appointed M/s. SRK Associates. Cost Accountants, Hyderabad as Cost Auditors of the Company for the financial year 2013-14.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (cost records and audit) Rules, 2014, your company is not required to maintain cost audit records as the products manufactured by the Company are not covered in the category of products given under the Cost Audit Rules.. The Cost Audit Report for the previous financial year 2012-13 signed by M/s. SRK Associates. Cost Accountants, Hyderabad was filed in extensible Business Reporting Language (XBRL) mode.

FIXED DEPOSITS

Your Company has not accepted any Deposits from the public during the year and as such no amount is outstanding as on 30th September 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. 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.

III. The Directors had taken proper and sufficient care forthe 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. The Directors had prepared the annual accounts on a going concern basis.



MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as an Annexure and forms part of this report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

Disclosure of particulars with respect to conservation of energy required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of the Particulars in Report of Board of Directors) Rules, 1988 is given in Form A''forming part of this reportTechnology Absorption:

TECHNOLOGY ABSORPTION

The details in Form ''B''as required Under Section 217(1)(e) of the Companies Act, 1956 read with relevant rules as amended from time to time from part of this report

PARTICULARS OF EMPLOYEES

No employee of the company was in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendement Rules, 2011 during the year 2013-14.

REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of the revised Clause 49 of the Listing Agreement, a report on the Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Further a separate report on the Corporate Governance together with the Certificate from Auditors of the Company regarding compliance of Corporate Governance also forms a part of the Annual Report

CEO''S DECLARATION

Pursuant to the provisions of Clause 49ofthe Listing Agreement, a declaration by the Chairman and 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.

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

By Order of the Board of Directors Registered Office: of Bambino Agro Industries Limited 4E, Surya Towers, S.P Road, Secunderabad-500003 CIN No:L15440TG1983PLC004363 Ph:040 44363322;Fax no:040 27816615 M.Kishan Rao [e-mail] Chairman and Managing Director Date :13th November, 2014 DIN No.02425967

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Sep 30, 2013

Dear Shareholders,

The Directors have pleasure in presenting their Thirtieth Annual Report of the Company together with audited statement of accounts of the Company for the year ended 30th September 2013.

FINANCIAL RESULTS

The financial highlights of the Company for the year ended 30th September 2013 are as follows:

(Rs. in lacs)

Particulars Year Ended Year ended 30.09.2013 30.09.2012

Sales and other Income 23560.81 22485.51

Profit/(Loss) before Depreciation, Financial Expenses, Tax and other adjustments 2122.54 1799.73

Less: Financial expenses 1113.96 1055.64

Profit/(Loss) before Depreciation, Tax and other adjustments 1008.58 744.09

Less: Depreciation 408.93 328.59

Profit before Tax and other adjustments 599.65 415.50

Extraordinary Item 78.82 31.51

Provision for Tax:

Current Tax (151.88) (117.68)

Deferred Tax charge/credit 10.07 40.47

Net Profit/Loss after Tax 379.02 306.79

Add Profit brought forward 1030.07 878.24

Profit available for appropriation 1409.09 1185.03

Less Dividend 120.13 120.13

Less tax on proposed dividend 19.49 19.49

Transfer to General Reserve 18.95 15.33

Surplus carried forward to Balance Sheet 1250.52 1030.07

COMPANY PERFORMANCE AND BUSINESS OUTLOOK

During the period under review amidst increasingly competitive environment and continuous commodity inflation, rising interest and fuel cost, the company has posted respectable performance. Your company during the year under review earned revenue from operation and other income of Rs.23560.81 lacs representing an increase of 4.80 % over the previous year Your company has registered a net profit of Rs.379.02 lacs as compared to previous year net profit of Rs.306.79 lacs.

In order to improve the operational efficiencies, the company has taken certain decisions to start operations at Indore.

On the exports front, the company has registered healthy growth in earnings and aims to further expand the customer base in the overseas market through innovative new offerings. The company has registered a growth of 36 % in the exports revenue over the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 15% (Rs.1.50 per share) on 8008846 Equity Shares (face value of Rs.10 each) for the financial year ended 30th September 2013 and the said Dividend if approved would absorb a sum of f 1,20,13,269 plus dividend tax of Rs.19,48,913. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose name appear in the register of members as on record date.

DIRECTORS

Mr. Mansoor Yar Khan, Director of the Company retires by rotation and being eligible, offers himself for re-appointment

AUDITORS

The Auditors M/s.PRV Associates, Chartered Accountants, Hyderabad, who retire at the ensuing Annual General Meeting of the Company, are eligible for re-appointment as Statutory Auditors of the Company till the next Annual General Meeting. The Company has received their willingness for re-appointment as Auditors of the Company and furnished a Certificate under Section 224 (1B) of the Companies Act, 1956.

COST AUDITOR

M/s. SRK Associates, Cost Accountants, Hyderabad were appointed as the Company''s Cost Auditors to conduct cost audit as required under the Companies (Cost Accounting Records) Rules, 2011 for the financial year 2013 - 2014. The compliance report for the financial year ended 30th September 2012 was duly filed with the Central Government

FIXED DEPOSITS

Your Company has not accepted any Deposits from the public during the year pursuant to Section 58A of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. 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.

III. The Directors had 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. The Directors had prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as an Annexure and forms part of this report

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

Disclosure of particulars with respect to conservation of energy required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of the Particulars in Report of Board of Directors) Rules, 1988 is given in Form ''A'' forming part of this report.

Technology Absorption:

The details in Form ''B'' as required Under Section 217(1)(e) of the Companies Act, 1956 read with relevant rules as amended from time to time from part of this report

PARTICULARS OF EMPLOYEES

No employee of the company was in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011 during the year 2012-13.

REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a report on the Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Pursuant to the provision of Clause 49 (VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compliance of the Clause is enclosed.

CEO''S DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Chairman and 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.

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, Stockiest, 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.

For and on behalf of the Board of Directors

Of Bambino Agro Industries Limited

Place : Secunderabad M.Kishan Rao

Date : 13th November 2013 Chairman and Managing Director

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Sep 30, 2010

The Directors are pleased to present the Twenty Seventh Annual Report together with audited accounts of the Company for the year ended 30th September 2010.

FINANCIAL RESULTS

(Rs.in lakhs)

Particulars Year Ended Year Ended 30.09.2010 30.09.2009

Sales and other Income 20246.58 18161.84

Profit/ (Loss) before 1248.57 1142.91

Depreciation, Financial Expenses, Tax and other Adjustments

Less : Financial Expenses 842.70 751.81

Profit / (Loss) before 405.87 391.10

Depreciation, Tax and other Adjustments

Less: Depreciation 157.26 289.35

Profit before Tax and other 248.61 101.75

Adjustments

Provisions for Tax:

Current Tax 59.69 (7.10)

Deferred Tax 26.40 (54.10)

Fringe Benefit Tax 0.00 (3.12)

Net Profit/Loss after Tax 162.52 37.43 and other adjustments

COMPANY PERFORMANCE AND BUSINESS OUTLOOK

During the year ended 30th September 2010, the company achieved turnover of Rs 20,246.58 lakhs as against Rs 18,161.84 lakhs in the previous year even in the intensively competi- tive post-recession environment. This was achieved through operational and procurement efficien- cies, improved productivity, judicious cost management initiatives and increased price realization.

Various strategic marketing initiatives of the company also contributed to sustained growth. Increased C&FA points to enhance the geographical reach of the companys products, appointing super-stockists to increase the availability of the companys products in rural markets and smaller towns, and usage of superior packaging material to enhance the shelf-life of the companys products are some of the major marketing initiatives taken by the company this year. The company is preparing for sustainable growth through strategic positioning of its products, particularly pasta and macaroni, keeping in mind the changing food habits of the consumers and higher health awareness amongst the consumers. The company plans to expand its market share in the pasta segment by outsourcing from manufacturing units of associate companies to further enhance its leadership edge.

The company is constantly on the lookout for new opportunities for growth. It has partnered with Dominos Pizza, one of the largest and fastest growing international food chains for supply of pasta products to all Dominos outlets across the country.

The company is all set to launch various new varieties of pasta, macaroni and vermicelli like Healthy 3-minute Instant Pasta with Sauce, Macaroni Chocodelite, Vermicelli Chocodelite, multi-cereal pasta, multi-cereal flour etc that will significantly improve the sales growth of the company.

The company has established an in-house Nutrition Department which is aggressively engaged in conducting product promotions in schools, colleges and other institutions by highlighting the nutritional values of pasta products.

The companys vision is to position itself as a health and wellness partner of the modern Indian, and cater to his need for nutritionally rich and healthy, tasteful food products that provide the calories, vitamins and minerals needed to sustain a physically and mentally demanding lifestyle. The company is actively engaged in developing a range of dietary functional foods that will be launched this year in a phased manner. It is a matter of pride for BAMBINO that it is the first food company in India to have conducted scientific clinical trials on functional food products in a United States FDA approved laboratory. The company looks upon these dietary functional foods as futuristic products that would drive further growth of the company.

On the exports front, concerted efforts are being made to tap the huge exports market.

DIVIDEND

Keeping in view the need to conserve resources for implementing its growth plans, your Directors express their inability to recommend dividend during the year.

DIRECTORS

Mr Mansoor Yar Khan, Director, retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

Mr Rajender Pershad resigned from the Board on 23rd December 2009. The Board wishes to place on the record its deep appreciation of the services rendered by him to the Company.

Mr S Nageswara Rao was appointed as Additional Director of the company with effect from 29th September 2010. He holds office upto the date of the ensuing Annual General Meeting. The company has received a notice under Section 257 of the Companies Act, 1956 from a shareholder of the company, together with the requisite deposit, signifying his intention to propose the name of

Mr S. Nageswara Rao for appointment as Director of the company.

Mr M Kishan Rao was earlier the Chairman and Managing Director of the company till 2003-2004. He continued to guide the company as Chief Mentor after relinquishing his Directorship of the company.

He was appointed as Additional Director of the company by the Board. He was also appointed as Chairman and Managing Director, with effect from 26th November 2010, subject to approval by the members. The Company has received a notice from a member, together with the required deposit under Section 257 of the Companies Act, 1956, in writing, proposing his candidature for the office of Director.

Mr M Raghuveer was the Executive Chairman of the company. Consequent upon the appointment of Mr M Kishan Rao as Chairman and Managing Director of the company, Mr M Raghuveer was re-designated as Wholetime Director of the company in the meeting of the Board of Directors of the company held on 26th November 2010.

AUDITORS

The Auditors M/s PRV Associates, Chartered Accountants, Hyderabad, who retire at the ensuing Annual General Meeting of the Company, are eligible for re-appointment as Statutory Auditors of the Company till the next Annual General Meeting. The Company has received their willingness for re-appointment as Auditors of the Company and Certificate furnished under Section 224 (1B) of the Companies Act, 1956.

FIXED DEPOSITS

Your Company has not accepted any Deposits from the public during the year pursuant to Section 58A of the Companies Ac, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. 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.

III. The Directors had 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. The Directors had prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out an Annexure and forms part of this report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

Disclosure of particulars with respect to conservation of energy required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of the particulars in report of Board of Directors) Rules, 1988 is given in Form ‘A forming part of this report.

Technology Absorption:

The details in Form ‘B as required Under Section 217(1)(e) of the Companies Act, 1956 read with relevant rules as amended from time to time forms part of this report.

PARTICULARS OF EMPLOYEES

No employee of the company was in receipt of remuneration in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year 2009-10.

REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a report on the Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, features as a part of Annual Report. Your Company will continue to adhere in letter and spirit to good corporate governance policies. Pursuant to the provision of Clause 49 (VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compli- ance of the Clause is enclosed.

CEOS DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Whole Time 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.

ACKNOWLEDGEMENT

The Directors would like to thank all stakeholders, namely customers, stockists, dealers, retailers, shareholders, suppliers, bankers, employees and all other associates for the continuous support given by them to the Company.

For and on behalf of the Board of Directors of Bambino Agro Industries Limited

Place: Secunderabad M Kishan Rao

Date: 26th November 2010 Chairman and Managing Director