Directors Report of BNR Udyog Ltd.

Mar 31, 2025

The Directors have pleasure in presenting before you the 31st Boards'' Report of the Company
together with the Audited Statements of Accounts for the year ended 31st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31st March, 2025 has been as under:

(Rs. In Lakhs)

Particular	2024-25	2023-24
Revenue from operations	155.10	303.16
Other income	11.55	420.56
Total Income	166.65	723.72
Total Expense	266.56	201.51
Profit /loss before Exceptional items and Tax Expense	(99.91)	522.21
Add/(less): Exceptional items	--
Profit /loss before Tax Expense	(99.91)	522.21
Less: Tax Expense (Current & Deferred)	45.07	(77.64)
Profit /loss for the year (1)	(54.84)	444.57
Total Comprehensive Income/loss (2)	--	--
Total (1 2)	(54.84)	444.57

2. REVIEW OF OPERATIONS:

During the year under review, the Company has recorded a total income of Rs.166.65 Lakhs
and Loss of Rs. 54.84 Lakhs as against the total income of Rs. 723.72Lakhs and profit of
Rs.444.57 Lakhs in the previous financial yearending 31.03.2024.

3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company''s affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015
and forms part of this Report.

4. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has
not proposed to transfer any amount to general reserves account of the company during the
year under review.

The closing balance of reserves, including retained earnings, of the Company as at
March,31st 2025 is Rs. 668.58 Lakhs.

5. DIVIDEND:

Directors have not recommended any dividend for the financial year 2024-2025.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the
nature of Business.

7. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the Financial Year of the Company to
which the financial statements relate and the date of the report.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

During the year under review, the Company''s authorized capital stands at Rs. 5,00,00,000 /-
(Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs Only) equity shares of Rs.10/-
(Rupees Ten Only) each and the paid-up capital stands at Rs. 3,00,00,000/- (Rupees Three
Crores Only) divided into 30,00,000 (Thirty Lakhs Only) equity shares of Rs. 10/- (Rupees
Ten Only) each.

10. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS
/CEO/ CFO AND KEY MANANGERIAL PERSONNEL

As on date of this report, the Company has Six (6) Directors, out of which Two (2) are
Independent,Two (2) are Non - Executive and Non -Independent Director and Two (2) are
Executive Directors.

a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company during the year

• Appointment of Mr. Janampalli Vikramdev Rao as Non- Executive and Non-Independent
Director of the Company with effect from 01st April, 2024.

• Appointment of Mr. Bharadwaj Turlapati as Non- Executive and Non-Independent Director of
the Company with effect from 01st April, 2024.

b) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2024-25

1. Kamal Narayan Rathi - Managing Director

2. Sandeep Rathi - Executive Director & Chief Financial Officer

3. Sonal Agarwal - Company Secretary and Compliance Officer

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars
of the Directors seeking appointment/re-appointments are given as Annexure A to the notice
of the AGM forming part of this Annual Report.

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with both the criteria of independence as prescribed under sub¬
section (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg.
25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules,
2014, all the PIDs of the Company have registered themselves with the India Institute of
Corporate Affairs (IICA), Manesar and have included their names in the databank of
Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of
the Act and the Company''s Code of Conduct.In terms of Reg. 25(8) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).

12. BOARD MEETINGS:

The Board of Directors duly met Four (4) times on 20.05.2024, 12.08.2024,07.11.2024 and
13.02.2025 and in respect of which meetings, proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the
purpose.

Name	Designation	No. of Meetings held	No. of Meetings attended
Mr. Janampalli Vikramdev Rao	Non - Executive	4	4
	Non-Independent Director
Mr. Bharadwaj Turlapati	Non - Executive	4	4
	Non-Independent Director
Mr. Kamal Narayan Rathi	Managing Director	4	4
Mr. Sandeep Rathi	Executive Director	4	4
Mr. Sreeram Athota	Non-Executive Independent Director	4	4
Mrs. Vidya Harkut	Non-Executive Independent Director	4	4

13. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure, effectiveness
of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted on 13.02.2025 to evaluate the
performance of non-independent directors, the board as a whole and the Chairman of the
Company, taking into account the views of executive directors and non executive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as
the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.

14. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2)
& (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the
Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is appended as Annexure I (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn
and the name of every employee is annexed to this Annual report as Annexure I (b).

During the year, NONE of the employees (excluding Executive Directors) is drawing a
remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in
aggregate per month, the limits specified under the Section 197(12) of the Companies
Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

15. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies
(Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act,
2013 a remuneration ratio of 8.34:1 is being paid to Mr. Sandeep Rathi, Executive director of
the Company and a ratio of 9.34:1 is being paid to Mr.Kamal Narayan Rathi, Managing
Director of the Company.

16. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of
their knowledge and ability, confirm that:

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

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

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

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

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

17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various
locations, commensurate with its size and operations. The organization is adequately staffed
with qualified and experienced personnel for implementing and monitoring the internal
control environment.

The internal audit function is adequately resourced commensurate with the operations of the
Company and reports to the Audit Committee of the Board.

18. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2024-25, the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
section 134(3) (ca) of the Companies Act, 2013.

19. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiary Company.

20. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

There have been no companies which have become or ceased to be the subsidiaries, joint
ventures or associate companies during the year.

21. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year Ended March
31,2025 and as such, no amount of principal or interest on public deposits was outstanding
as on the date of the balance sheet.

22. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE
ACT:

Since the Company has not accepted any deposits during the Financial Year Ended March
31,2025, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to
file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding
receipt of money/loan by the Company, which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year
under review.

24. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has
adopted a procedure for assessment and minimization of probable risks. It ensures that all
the risks are timely defined and mitigated in accordance with the well-structured risk
management process.

25. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF
Rules”) read with the relevant circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven years from the due date is required to be
transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the
Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years
and therefore no amount is required to be transferred to Investor Education and Provident
Fund under the Section 125(1) and Section 125(2) of the Act.

The details of dividend and shares transferred to IEPF, unpaid and unclaimed amounts lying
with the Company and procedure for claiming the dividend and shares from IEPF Authority
are available on the website of the Company at the link: https://bnrul.com/ and also on the
website of Investor Education and Protection Fund Authority i.e., www.iepf.gov.in.

26. DETAILS OF THE NODAL OFFICER:

The Company has designated Mr. Sandeep Rathi, Executive Director & CFO as a Nodal
Officer for the purpose of IEPF.

27. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s
length basis and were in the ordinary course of business. During the financial year 2024-25,
there were no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the
Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions
with the related parties for the financial year is obtained from the Audit Committee. The
transactions with the related parties are routine and repetitive in nature

The summary statement of transactions entered into with the related parties pursuant to the
omnibus approval so granted are reviewed and approved by the Audit Committee and the
Board of Directors on a quarterly basis. The summary statements are supported by an
independent audit report certifying that the transactions are at an arm''s length basis and in
the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-2 to this
report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGEOUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder:

A. Conservation of Energy: Your Company''s operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption
are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

29. COMMITTEES:

(I). AUDIT COMMITTEE:

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18
of the Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section
177 of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015
read with Schedule II thereof, inter alia, includes:

i. oversight of the listed entity''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

ii. recommendation for appointment, remuneration and terms of appointment of auditors of the
listed entity;

iii. approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

iv. reviewing, with the management, the annual financial statements and auditor''s report
thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the director''s responsibility statement to be included in the
board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by
management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

v. reviewing, with the management, the quarterly financial statements before submission to the
board for approval;

vi. reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of proceeds of a [public issue or
rights issue or preferential issue or qualified institutions placement], and making appropriate
recommendations to the board to take up steps in this matter;

vii. reviewing and monitoring the auditor''s independence and performance, and effectiveness of
audit process;

viii. approval or any subsequent modification of transactions of the listed entity with related
parties;

ix. scrutiny of inter-corporate loans and investments;

x. valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. evaluation of internal financial controls and risk management systems;

xii. reviewing, with the management, performance of statutory and internal auditors, adequacy
of the internal control systems;

xiii. reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit;

xiv. discussion with internal auditors of any significant findings and follow up there on;

xv. reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;

xvi. discussion with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern;

xvii. to look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

xviii. to review the functioning of the whistle blower mechanism;

xix. approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit
committee.

xxi. reviewing the utilization of loans and/ or advances from/investment by the holding company
in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary,
whichever is lower including existing loans / advances / investments existing as on the date
of coming into force of this provision.

xxii. consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies
Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING
INFORMATION:

i. management discussion and analysis of financial condition and results of operations;

ii. management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. internal audit reports relating to internal control weaknesses; and

iv. the appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee.

v. statement of deviations:

vi. quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).

vii. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

There were Four (4) Audit Committee Meetings held during the year on 20.05.2024,
12.08.2024, 07.11.2024 and 13.02.2025.

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Mr. Sreeram Athota	Chairman	Independent	4	4
Mrs. Vidya Harkut	Member	Independent	4	4
Mr. J. Vikramdev Rao	Member	Non-Executive and Non- Independent	4	4

(II). NOMINATION AND REMUNERATION COMMITTEE:

(Nomination and Remuneration Committee constituted in terms of Section 178 of
Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015)

The terms of reference of the Nomination and Remuneration committee constituted in terms
of Section 178 of Companies Act, 2013 and as per Regulation 19 of SEBI (LODR)
Regulations, 2015 are as under:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the board of directors a policy relating to, the remuneration of
the directors, key managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities required of
an independent director. The person recommended to the Board for appointment as an
independent director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

iii. formulation of criteria for evaluation of performance of independent directors and the board of
directors;

iv. devising a policy on diversity of board of directors;

v. 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
of directors their appointment and removal.

vi. whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors.

vii. Recommend to the board, all remuneration, in whatever form, payable to senior
management.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANE DURING THE
YEAR:

During the financial year 2024-25, one meetings of the Nomination & Remuneration
Committee were held on 20.05.2024.

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Mr. Sreeram Athota	Chairman	Independent	1	1
Mrs. Vidya Harkut	Member	Independent	1	1
Mr. J. Vikramdev Rao	Member	Non-Executive and Non- Independent	1	1

C. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned
under the head “Board Evaluation” in Directors'' Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’

INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee
for identifying persons who are qualified to become Directors and to determine the
independence of Directors, in case of their appointment as independent Directors of the
Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation
19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section 149 of the
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

3. Policy:

3.1 Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole and
its individual members. The objective is to have a board with diverse background and
experience that are relevant for the Company''s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into
account factors, such as:

• General understanding of the Company''s business dynamics, global business and social
perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee

Member, the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior
Management personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate,
firms, or other association of individuals including his shareholding at the first meeting of
the Board in every financial year and thereafter whenever there is a change in the
disclosures already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act,
2013, Regulation 19 of SEBi (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the
objective of having a group that best enables the success of the Company''s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors
at time of appointment/ re-appointment and the Board shall assess the same annually. The
Board shall re-assess determinations of independence when any new interest or
relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing
Director or a whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant
expertise and experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate
company [or member of the promoter group of the listed entity];

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or
associate company;

iv. who, apart from receiving director''s remuneration, has or had no material pecuniary
relationship with the listed entity, its holding, subsidiary or associate company, or their
promoters, or directors, during the 3 [three] immediately preceding financial years or
during the current financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate
company during the three immediately preceding financial years or during the current
financial year of face value in excess of fifty lakh rupees or two percent of the paid-up
capital of the listed entity, its holding, subsidiary or associate company, respectively, or
such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their
promoters or directors, in excess of such amount as may be specified during the three
immediately preceding financial years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of any
third person to the listed entity, its holding, subsidiary or associate company or their
promoters or directors, for such amount as may be specified during the three immediately
preceding financial years or during the current financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding,
subsidiary or associate company amounting to two percent or more of its gross turnover or
total income: Provided that the pecuniary relationship or transaction with the listed entity,
its holding, subsidiary or associate company or their promoters, or directors in relation to
points (A) to (D) above shall not exceed two percent of its gross turnover or total income or
fifty lakh rupees or such higher amount as may be specified from time to time, whichever is
lower.

vi. who, neither himself [/herself], nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an employee
of the listed entity or its holding, subsidiary or associate company [or any company
belonging to the promoter group of the listed entity,] in any of the three financial years
immediately preceding the financial year in which he is proposed to be appointed:

[Provided that in case of a relative, who is an employee other than key managerial
personnel, the restriction under this clause shall not apply for his / her employment.]

b. is or has been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial year in which he is proposed to be appointed, of—

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its
holding, subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its
holding, subsidiary or associate company amounting to ten percent or more of the gross
turnover of such firm;

c. holds together with his relatives two percent or more of the total voting power of the listed
entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation that
receives twenty-five percent or more of its receipts or corpus from the listed entity, any of its
promoters, directors or its holding, subsidiary or associate company or that holds two
percent or more of the total voting power of the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any non¬
independent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the “code for independent Directors “as specified
in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance Accordingly, members should voluntarily limit
their Directorships in other listed public limited companies in such a way that it does not

interfere with their role as Director of the Company. The NR Committee shall take into
account the nature of, and the time involved in a director service on other Boards, in
evaluating the suitability of the individual Director and making its recommendations to the
Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10
shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and
not more than 3 listed companies in case he is serving as a whole-time Director in any listed
Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more
than 5 committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and
stakeholder''s relationship committee of all public limited companies, whether listed or not,
shall be included and all other companies including private limited companies, foreign
companies and companies under Section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and reward
merit.

The remuneration levels are governed by industry pattern, qualifications and experience of
the Directors, responsibilities shouldered and individual performance.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration committee
for recommending to the Board the remuneration of the Directors, key managerial
personnel and other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Director appointed to the Board of the Company.

2.2 “key managerial personnel” means

(i) The Chief Executive Officer or the Managing Director or the Manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by Board in
accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the
Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the
remuneration payable to the key managerial personnel of the Company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall
include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR
committee and Annual performance bonus will be approved by the committee based on
the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the
remuneration payable to the Non - Executive Directors of the Company within the overall
limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the
Board and the Committees thereof. The Non- Executive Directors shall also be entitled to
profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1. Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the organization.
Individual remuneration shall be determined within the appropriate grade and shall be
based on various factors such as job profile skill sets, seniority, experience and prevailing
remuneration levels for equivalent jobs.

C. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation is
performed by the Board and Independent Directors with specific focus on the performance
and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/ HO/ CFD/ CMD/
CIR/ P/ 2017/ 004, dated January 5, 2017 and the Companies Amendment Act, 2017 the
Company adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given six Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Managing Director and Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the

Directors, the report on Evaluation was submitted to the Board. And based on the report, the Board

of Directors has informed that the performance of Directors is satisfactory.

5. OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and experience to

contribute to effective Board performance. Accordingly, members should voluntarily limit
their directorships in other listed public limited companies in such a way that it does not
interfere with their role as director of the company. The NR Committee shall take into
account the nature of and the time involved in a director''s service on other Boards, in
evaluating the suitability of the individual Director and making its recommendations to the
Board.

5.2 Director shall not serve as director in more than 20 companies of which not more than 10
shall be public limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies and
not more than 3 listed companies in case he is serving as a whole-time Director in any listed
company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of more than
5 committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and
stakeholder''s relationship committee of all public limited companies, whether listed or not,
shall be included and all other companies including private limited companies, foreign
companies and companies under section 8 of the companies Act, 2013 shall be excluded.

(MI). STAKEHOLDERS RELATIONSHIP COMMITTEE:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee’s role includes:

i. Resolving the grievances of the security holders of the Company including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company;

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of the Companies
Act, 2013 and matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE
YEAR:

There was one (1) Stakeholders'' Relationship Committee Meeting held during the year
and it was held on 13.02.2025.

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Mr. T. Bharadwaj	Chairman	Non-Executive and Non- Independent	1	1
Mr. Sreeram Athota	Member	Independent	1	1
Mrs. Vidya Harkut	Member	Independent	1	1

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING
DURING THE YEAR 2024-25:

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange / SCORE and so on	NIL
Number of complaints resolved	NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31,2025.	NIL
Complaints pending as on March 31,2025.	NIL
Number of Share transfers pending for approval, as on March 31,2025.	NIL

30. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs.
1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section
135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable
and hence the Company need not adopt any Corporate Social Responsibility Policy.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Reg. 22
of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section
177(10) of the Companies Act 2013, enabling stakeholders to report any concern of unethical
behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower.
Stakeholders including directors and employees have access to the Vice Chairman and
Managing Director and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the
Audit Committee.

The policy is available on the website of the Company at https://bnrul.com/

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would
impact the going concern status of the Company and its future operations.

33. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

The members of the Company in accordance with Section 139 of the Companies Act, 2013
have passed a resolution for appointment of M/s. Laxminiwas & Co., Chartered Accountants,
Hyderabad as Statutory Auditors of the Company for a period of 5 years in the AGM held on
30.08.2022 to hold office up to the conclusion of 33rd Annual General Meeting of the
Company to be held for the financial year 2026-2027.

The notes of the financial statements referred to in the Auditors'' Report issued by M/s.
Laxminiwas & Co., Chartered Accountants, Hyderabad for the financial year ended on 31st
March, 2025 are self-explanatory and do not call for any further comments. The Auditors''
Report does not contain any qualification, reservation or adverse remark.

34. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, based upon the
recommendations of the Audit Committee, the Board of Directors had appointed M/s. S.S.
Reddy & Associates, Practicing Company Secretaries (CP No. 7478) as the Secretarial
Auditor of the Company, for conducting the Secretarial Audit for financial year ended March
31,2025.

The Secretarial Audit was carried out by M/s. S.S. Reddy & Associates, Company
Secretaries (CP No. 7478) for the financial year ended March 31,2025. The Report given by
the Secretarial Auditor is annexed herewith as Annexure- 3 and forms integral part of this
Report.

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

35. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules,
2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its
Powers) Rules, 2014; during the year under review the Internal Audit of the functions and
activities of the Company was undertaken by the Internal Auditor of the Company on
quarterly basis by M/s. PPKg & Co., the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant
Audit Observations along with recommendations and its implementations are reviewed by
the Audit Committee and concerns, if any, are reported to Board. There were no adverse
remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed M/s. PPKG & Co, Chartered Accountants, Hyderabad, as
Internal Auditors for the Financial Year 2025-26.

36. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the Institute of
Company Secretaries of India and notified by Ministry of Corporate Affairs.

37. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any
default under Section 164(2) of the Act, as on March 31,2025.

38. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act,
2013, the Board of Directors upon recommendation of the Nomination and Remuneration
Committee approved a policy on Director''s appointment and remuneration, including, criteria
for determining qualifications, positive attributes, independence of a Director and other
matters. The said Policy extract is covered in Corporate Governance Report which forms part
of this Report and is also uploaded on the Company''s website at https://bnrul.com/.

39. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is uploaded on
website of the Company https://bnrul.com/.

40. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the business activities carried
out by the Company.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under
Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as
Annexure- 4 to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with
an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).

42. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, etc. through familiarisation programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarisation programme
for Independent Directors is disclosed on the Company''s website https://bnrul.com/.

43. INSURANCE:

The properties and assets of your Company are adequately insured.

44. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the
Company is less than Rs.25 Crores, Corporate Governance is Not Applicable.

45. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.

46. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable
Securities laws. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price sensitive information and code of conduct for the prevention
of insider trading, is available on our website (https://bnrul.com/).

47. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘POSH Act'') and the Rules made thereunder. With the

objective of providing a safe working environment, all employees (permanent, contractual,
temporary, trainees) are covered under this Policy. The policy is available on the website at
https://bnrul.com/

As per the requirement of the POSH Act and Rules made thereunder, the Company has
constituted an Internal Committee at all its locations known as the Prevention of Sexual
Harassment (POSH) Committees, to inquire and redress complaints received regarding
sexual harassment. During the year under review, there were no Complaints pertaining to
sexual harassment.

All employees are covered under this policy. During the year 2024-25, there were no
complaints received by the Committee.

48. DEPOSITORY SYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the
transfer, except transmission and transposition, of securities shall be carried out in
dematerialized form only with effect from 1st April 2019. In view of the numerous advantages
offered by the Depository system as well as to avoid frauds, members holding shares in
physical mode are advised to avail of the facility of dematerialization from either of the
depositories. The Company has, directly as well as through its RTA, sent intimation to
shareholders who are holding shares in physical form, advising them to get the shares
dematerialized.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

Company does not availed any loans from Banks and Financial Institutes.

50. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were
failed to be implemented.

51. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based
disclosures is not required.

52. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with
regard to the affairs of the Company in all respects.

53. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are available on our
website. https://bnrul.com/.

54. EVENT BASED DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these items during the year under review except:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee''s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: NA

h) Issue of equity shares with differential rights as to dividend, voting: NA

55. APPRECIATION & ACKNOWLEDGEMENT:

Your Director(s) place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors,
as well as regulatory and governmental authorities. Your Director(s) also thanks the
employees at all levels, who through their dedication, co-operation, support and smart work
have enabled the company to achieve a moderate growth and is determined to poise a rapid
and remarkable growth in the year to come.

Your Director(s) also wish to place on record their appreciation of business constituents,
banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL,
CDSL, Bankers etc. for their continued support for the growth of the Company.

For and on behalf of the Board of
BNR Udyog Limited

Sd/- Sd/-

Kamal Narayan Rathi Sandeep Rathi

Pl_ace: Hyd_erab_ad Managing Director Executive Director & CFO

Date: 28.05.2025 (DIN: 00011549) (DIN: 05261139)

---

Mar 31, 2024

The Directors have pleasure in presenting before you the 30th Board''s Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31stMarch, 2024 has been as under:

		(Rs. In Lakhs)
	Particular	2023-24	2022-23
	Revenue from operations	303.16	389.88
	Other income	420.56	3.68
	Profit/loss before Depreciation, Finance Costs,	516.59	140.52
	Exceptional items and Tax Expense	-	-
	Less: Depreciation/ Amortisation/ Impairment	7.99	5.72
	Profit /loss before Finance Costs, Exceptional items and Tax Expense	508.60	134.80
	Less: Finance Costs	0.02	0.04
	Profit /loss before Exceptional items and Tax Expense	508.58	134.76
	Add/(less): Exceptional items	-	-
	Profit /loss before Tax Expense	508.58	134.76
	Less: Tax Expense (Current & Deferred)	(77.64)	(26.97)
	Profit /loss for the year (1)	430.94	107.79
	Total Comprehensive Income/loss (2)	13.63	11.94
	Total (1 2)	444.57	119.73
	Balance of profit /loss upto the year	723.42	278.85
	Less: Transfer to Reserves	-	-
	Less: Dividend paid on Equity Shares	-	-

2. REVIEW OF OPERATIONS:

During the year under review, the Company has recorded a total income of Rs. 723.72 Lakhs and Profit of Rs. 444.57 Lakhs as against the total income of Rs. 393.56 Lakhs and profit of Rs. 119.73 Lakhs in the previous financial year ending 31.03.2023

3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company''s affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

4. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

The closing balance of reserves, including retained earnings, of the Company as at March, 31st 2024 is Rs. 723.42 Lakhs.

5. DIVIDEND:

Directors have not recommended any dividend for the financial year 2023-2024.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business.

7. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

During the year under review, the Company''s authorized capital stands at Rs. 5,00,00,000 /-divided into 50,00,000 equity shares of Rs.10/- each and the paid-up capital stands at Rs. 3,00,00,000/- divided into 30,00,000 equity shares of Rs. 10/- each.

10. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL

As on date of this report, the Company has 6 Directors, out of which Two are Independent including one women director and Two are executive and two non-executive Directors.

a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company

• Retirement of Mr. Janampalli Vikramdev Rao as Independent Director of the Company with effect from 31st March, 2024.

• Retirement of Mr. Bharadwaj Turlapati as Independent Director of the Company with effect from 31st March, 2024.

• Retirement of Dr. B. Priyadarshini as Independent Director of the Company with effect from 31st March, 2024.

• Appointment of Mr. Sreeram Athota as Independent Director of the Company with effect from 29th March, 2024.

• Appointment of Mrs. Vidya Harkut as Independent Director of the Company with effect from 29th March, 2024.

• Appointment of Mr. Janampalli Vikramdev Rao as Non- Executive and Non Independent Director of the Company with effect from 1st April, 2024.

• Appointment of Mr. Bharadwaj Turlapati as Non- Executive and Non Independent Director of the Company with effect from 1st April, 2024.

b) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2023-24

1. Kamal Narayan Rathi - Managing Director

2. Sandeep Rathi - Executive Director & Chief Financial Officer

3. Sonal Agarwal - Company Secretary and Compliance Officer

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointments are given as Annexure A to the notice of the AGM forming part of this Annual Report.

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg. 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

12. BOARD MEETINGS:

The Board of Directors duly met Four (5) times on 15.05.2023, 28.07.2023, 07.11.2023,

12.02.2024 and 29.03.2024 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

	Name	Designation	No. of Meetings held	No. of Meetings attended
	Mr. J. Vikramdev Rao	Independent Direcor	5	5
	Mr. T. Bharadwaj	Independent Direcor	5	5
	Dr. M. Priyadarshini	Independent Direcor	5	5
	Mr. Kamal Narayan Rathi	Managing Director	5	5
	Mr. Sandeep Rathi	Executive Director	5	5

13. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted on 12.02.2024 to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and non-executive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

14. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure I (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure I (b).

During the year, NONE of the employees (excluding Executive Directors) is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 a remuneration ratio of 4.42:1 is being paid to Mr. Sandeep Rathi, Executive director of the Company and a ratio of 5.3:1 is being paid to Mr. Kamal Narayan Rathi, Managing Director of the Company.

16. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

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

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

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

18. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

19. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiary Company.

20. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

There have been no companies which have become or ceased to be the subsidiaries, joint ventures or associate companies during the year.

21. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March

31,2024 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

22. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

24. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

25. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

The details of Dividend of earlier years remain unclaimed by the shareholders as on31.03.2024 are as given below:

	For the Financial Year	Date of Declaration of Dividend	Last Date of Claiming the Dividend	Unclaimed amount as on 31.03.2023	Due date for transfer to Investor Education and Protection Fund (IEPF)
	2016-17	11.09.2017	12.10.2024	97,551	11.11.2024

Pursuant to provisions of Section 124 of Companies Act, 2013, the unclaimed dividend within the last date mentioned for the respective years, will be transferred to Investor Education and Protection Fund (IEPF) established by Government of India pursuant to Section 125 of the Companies Act, 2013.

26. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

The details of dividend and shares transferred to IEPF, unpaid and unclaimed amounts lying with the Company and procedure for claiming the dividend and shares from IEPF Authority are available on the website of the Company at the link: https://bnrul.com/ and also on the website of Investor Education and Protection Fund Authority i.e., www.iepf.gov.in.

27. DETAILS OF THE NODAL OFFICER:

The Company has designated Mr. Sandeep Rathi, Executive Director & CFO as a Nodal Officer for the purpose of IEPF.

28. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. During the financial year 2023-24, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm''s length basis and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-2 to this report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

30. COMMITTEES:(I). AUDIT COMMITTEE:

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 read with Schedule II thereof, inter alia, includes:

i. oversight of the listed entity''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

ii. recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

iii. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

iv. reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the director''s responsibility statement to be included in the board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

v. reviewing, with the management, the quarterly financial statements before submission to the board for approval;

vi. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a 380 [public issue or rights issue or preferential issue or qualified institutions placement], and making appropriate recommendations to the board to take up steps in this matter;

vii. reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

viii. approval or any subsequent modification of transactions of the listed entity with related parties;

ix. scrutiny of inter-corporate loans and investments;

x. valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. evaluation of internal financial controls and risk management systems;

xii. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

xiii. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of i nternal audit;

xiv. discussion with internal auditors of any significant findings and follow up there on;

xv. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

xvi. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

xvii. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

xviii. to review the functioning of the whistle blower mechanism;

xix. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

xxi. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

xxii. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING INFORMATION:

i. management discussion and analysis of financial condition and results of operations;

ii. management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. internal audit reports relating to internal control weaknesses; and

iv. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

v. statement of deviations:

vi. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

vii. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

There were Four (4) Audit Committee Meetings held during the year on 15.05.2023, 28.07.2023, 07.11.2023 and 12.02.2024.

	Name	Designation	Category	No. of Meetings held	No. of Meetings attended
	Mr. J. Vikramdev Rao*	Chairman	NED(I)	4	4
	Mr. T. Bharadwaj*	Member	NED(I)	4	4
	Dr. M. Priyadarshini*	Member	NED(I)	4	4
	Mr. Sreeram Athota #	Chairman	NED(I)	NA	NA
	Mrs. Vidya Harkut #	Member	NED(I)	NA	NA
	Mr. J. Vikramdev Rao #	Member	NED	NA	NA

*Retired w.e.f. 31.03.2024

#Appointed w.e.f. 01.04.2024

NED (I): Non-Executive Independent Director

NED : Non-Executive Director

(II). NOMINATION AND REMUNERATION COMMITTEE:

(Nomination and Remuneration Committee constituted in terms of Section 178 of Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015)

The terms of reference of the Nomination and Remuneration committee constituted in terms of Section 178 of Companies Act, 2013 and as per Regulation 19 of SEBI (LODR) Regulations, 2015 are as under:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

iii. formulation of criteria for evaluation of performance of independent directors and the board of directors;

iv. devising a policy on diversity of board of directors;

v. 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 of directors their appointment and removal.

vi. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

vii. Recommend to the board, all remuneration, in whatever form, payable to senior management.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANE DURING THE YEAR:

During the financial year 2023-24, one meetings of the Nomination & Remuneration Committee were held on 29.03.2024.

	Name	Designation	Category	No. of Meetings held	No. of Meetings attended
	Mr. T. Bharadwaj 1	Chairman	NED(I)	1	1
	Mr. J. Vikramdev Rao 1	Member	NED(I)	1	1
	Dr. M. Priyadarshini 1	Member	NED(I)	1	1
	Mr. Sreeram Athota #	Chairman	NED(I)	NA	NA
	Mrs. Vidya Harkut #	Member	NED(I)	NA	NA
	Mr. J. Vikramdev Rao #	Member	NED	NA	NA

C. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under the head “Board Evaluation” in Director''s Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTOR’SINDEPENDENCE:1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:3.1 Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company''s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as: ²

Member, the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior Management personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act, 2013, Regulation 19 of SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company''s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing

Director or a whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate company [or member of the promoter group of the listed entity];

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate company;

iv. who, apart from receiving director''s remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the 68 [three] immediately preceding financial years or during the current financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year of face value in excess of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its holding, subsidiary or associate company, respectively, or such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or directors, in excess of such amount as may be specified during the three immediately preceding financial years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of any third person to the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such amount as may be specified during the three immediately preceding financial years or during the current financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or associate company amounting to two percent or more of its gross turnover or total income: Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company or their promoters, or directors in relation to points (A) to (D) above shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower.]

vi. who, neither himself [“/herself], nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary or associate company [or any company belonging to the promoter group of the listed entity,] in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed:

[Provided that in case of a relative, who is an employee other than key managerial personnel, the restriction under this clause shall not apply for his / her employment.]

b. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding, subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

c. holds together with his relatives two percent or more of the total voting power of the listed entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation that receives twenty-five percent or more of its receipts or corpus from the listed entity, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any nonindependent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the “code for independent Directors “as specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their Directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the Company. The NR Committee shall take into account the nature of, and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under Section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered and individual performance.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the Directors, key managerial personnel and other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Director appointed to the Board of the Company.

2.2 “key managerial personnel” means

(i) The Chief Executive Officer or the Managing Director or the Manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by Board in

accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the Company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1.Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

4. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/ HO/ CFD/ CMD/ CIR/ P/ 2017/ 004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given six Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Managing Director and Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the

Directors, the report on Evaluation was submitted to the Board. And based on the report, the Board

of Directors has informed that the performance of Directors is satisfactory.

5. OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of and the time involved in a director''s service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

5.2 Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of more than 5 committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

(MI). STAKEHOLDERS RELATIONSHIP COMMITTEE:A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee''s role includes:

i. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of the Companies Act, 2013 and matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

There was one (1) Stakeholders'' relationship Committee Meeting held during the year and it was held on 12.02.2024.

	Name	Designation	Category	No of Meetings held	No of Meetings attended
	Mr. J. Vikramdev Rao*	Chairman	Independent, Non-Executive	1	1
	Mr. T. Bharadwaj*	Member	Independent, Non-Executive	1	1
	Dr. Priyadarshini Manvikar*	Member	Independent, Non-Executive	1	1
	Mr. Sandeep Rathi **	Member	Executive Director cum CFO	1	1
	Mr. T. Bharadwaj #	Chairman	Non-Executive	NA	NA
	Mr. Sreeram Athota #	Member	Independent, Non-Executive	NA	NA
	Mrs. Vidya Harkut #	Member	Independent, Non-Executive	NA	NA

*Retired w.e.f. 31.03.2024

**Resigned w.e.f. 31.03.2024

#Appointed w.e.f. 01.04.2024

NED (I): Non-Executive Independent Director

NED: Non-Executive Director

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR 2023-24:

	NUMBER OF COMPLAINTS	NUMBER
	Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange / SCORE and so on	NIL
	Number of complaints resolved	NIL
	Number of complaints not resolved to the satisfaction of the investors as on March 31,2024.	NIL
	Complaints pending as on March 31,2024	NIL
	Number of Share transfers pending for approval, as on March 31,2024.	NIL

31. COMPOSITION OF CSRCOMMITTEE AND CONTENTS OF CSRPOLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / WhistleBlower Policy pursuant to Reg. 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 177(10) of the Companies Act 2013, enabling stakeholders to report any concern of unethical behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the WhistleBlower. Stakeholders including directors and employees have access to the Vice Chairman and Managing Director and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee.

The policy is available on the website of the Company at https://bnrul.com/

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

34. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

The members of the Company in accordance with Section 139 of the Companies Act, 2013 have passed a resolution for appointment of M/s Laxminiwas & Co., Chartered Accountants, Hyderabad as Statutory Auditors of the Company for a period of 5 years in the AGM held on 30.08.2022 to hold office up to the conclusion of 33rd Annual General Meeting of the Company to be held for the financial year 2026-2027.

The notes of the financial statements referred to in the Auditors'' Report issued by M/s. Laxminiwas & Co., Chartered Accountants, Hyderabad for the financial year ended on 31st March, 2024 are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

35. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. S.S. Reddy & Associates, Practicing Company Secretaries (CP No. 7478) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2024.

The Secretarial Audit was carried out by M/s. S.S. Reddy & Associates, Company Secretaries (CP No. 7478) for the financial year ended March 31,2024. The Report given by the Secretarial Auditor is annexed herewith as Annexure- 3 and forms integral part of this Report.

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

The Board has also appointed M/s. S.S. Reddy & Associates, Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 202425.

36. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M/s. PPKg & Co., the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed M/s. PPKG & Co, Chartered Accountants, Hyderabad, as Internal Auditors for the Financial Year 2024-25.

37. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

38. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31,2024.

39. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Director''s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Company''s website at https://bnrul.com/.

40. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company https://bnrul.com/.

41. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- 4 to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

43. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company''s website https://bnrul.com/.

44. INSURANCE:

The properties and assets of your Company are adequately insured.

45. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25Crores, Corporate Governance is Not Applicable.

46. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

47. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (https://bnrul.com/).

48. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act'') and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on the website at https://bnrul.com/

As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal Committee at all its locations known as the Prevention of Sexual Harassment (POSH) Committees, to inquire and redress complaints received regarding sexual harassment. During the year under review, there were no Complaints pertaining to sexual harassment.

All employees are covered under this policy. During the year 2023-24, there were no complaints received by the Committee.

49. DEPOSITORY SYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the

transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

Company does not availed any loans from Banks and Financial Institutions.

51. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

52. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

53. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

54. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website. https://bnrul.com/.

55. EVENT BASED DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review except:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee''s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: NA

h) Issue of equity shares with differential rights as to dividend, voting: NA

56. APPRECIATION & ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Bankers etc. for their continued support for the growth of the Company.

1

Retired w.e.f. 31.03.2024

#Appointed w.e.f. 01.04.2024

NED (I): Non-Executive Independent Director

NED : Non-Executive Director

2

General understanding of the Company''s business dynamics, global business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee

---

Mar 31, 2023

The Directors have pleasure in presenting before you the 29th Boards’ Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2023.

1. FINANCIALSUMMARY/HIGHLIGHTS:

The performance during the period ended 31 stMarch, 2023 has been as under:

		(Rs. In Lakhs)
	Particular	2022-23	2021-22
	Revenue from operations	389.88	204.46
	Other income	3.68	3.06
	Profit/loss before Depreciation, Finance Costs,	140.52	78.32
	Exceptional items and Tax Expense	-	-
	Less: Depreciation/Amortisation/ Impairment	5.72	4.62
	Profit /loss before Finance Costs, Exceptional items and Tax Expense	134.80	73.70
	Less: Finance Costs	0.04	0.38
	Profit /loss before Exceptional items and Tax Expense	134.76	73.32
	Add/(less): Exceptional items	-	-
	Profit /loss before Tax Expense	134.76	73.32
	Less: Tax Expense (Current & Deferred)	(26.97)	(9.74)
	Profit /loss for the year (1)	107.79	63.58
	Total Comprehensive Income/loss (2)	11.94	(7.79)
	Total (1 2)	119.73	55.79
	Balance of profit /loss upto the year	278.85	159.12
	Less: Transfer to Reserves	-	-
	Less: Dividend paid on Equity Shares	-	-

2. REVIEW OF OPERATIONS:

During the year under review, the Company has recorded a total income of Rs. 393.56 Lakhs and Profit of Rs. 119.73 Lakhs as against the total income of Rs. 207.51 Lakhs and profit of Rs. 55.79 Lakhs in the previous financial year ending 31.03.2022.

3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company''s affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

4. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

The closing balance of reserves, including retained earnings, of the Company as at 31st March, 2023 is Rs. 278.85 Lakhs.

5. DIVIDEND:

Directors have not recommended any dividend for the financial year 2022-2023.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board’s Report there was no change in the nature of Business.

7. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. AUTHORISED AND PAID-UP CAPITALOF THE COMPANY:

During the year under review, the Company’s authorized capital stands at Rs. 5,00,00,000 /-divided into 50,00,000 equity shares of Rs.10/- each and the paid-up capital stands at Rs. 3,00,00,000/- divided into 30,00,000 equity shares of Rs. 10/-each.

10. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEYMANANGERIAL PERSONNEL

As on date of this report, the Company has five Directors, out of which three are Independent including one women directorand two are executive Directors.

Key Managerial Personnel:

1. Kamal Narayan Rathi - Managing Director

2. SandeepRathi - Executive Director&Chief Financial Officer

3. SonalAgarwal - Company Secretary and Compliance Officer

Mr. Sandeep Rathi retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice.

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under: -

Name of the Director	Mr. Sandeep Rathi
DIN	05261139
Date of Birth	08/04/1980
Date of Appointment	30/05/2012
Board Meetings attended during the year	4
Expertise in specific functional	I.T & ITES, e- Governance Projects functions and
areas	Overseas Operations and Financial Management.
Qualifications	Master in Business Systems from university of Alabama, Tuscaloosa, Alabama and Monash University, Melbourne, Victoria, Australia.
Terms and conditions of	Liable to Retirement by rotation, Eligible for re-
appointment	appointment.
Remuneration drawn, if any	Rs. 1,00,000/- per month
Name of the Listed entities in which the person also holds the directorship and the embership of the committees of the Board along with the Listed entities from which the person has resigned in the past three years	Nil
Other Directorships, Membership/ Chairmanship	Nil
Inter se relationship among	Son of Mr. Kamal Narayan Rathi, Managing Director
Directors	of the company
Number of shares held by them	1,86,332 equity shares (6.21% of the paid-up equity share capital)

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and under Reg. 16(1 )(b) read with Reg. 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

12. BOARD MEETINGS:

The Board of Directors duly met Four (4) times on 26.05.2022, 03.08.2022, 11.11.2022, and 31.01.2023 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

13. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5,2017.

In a separate meeting of independent directors was conducted on 31.01.2023 to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

14. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Atable containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure I (a) to this Report.

The statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure I (b).

During the year, NONE of the employees (excluding Executive Directors) is drawing a remuneration of Rs. 1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 a remuneration ratio of 9:1 is being paid to Mr. Sandeep Rathi, Executive director of the Company and a ratio of 11:1 is being paid to Mr. Kamal Narayan Rathi, Managing Director of the Company.

16. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

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

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities^

(d) The Directors had prepared the annual accounts on a going concern basisand

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

17. DETAILS OFADEQUACYOF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various

locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

18. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

19. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiary Company.

20. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES ORASSOCIATE COMPANIES DURING THE YEAR.

There have been no companies which have become or ceased to be the subsidiaries, joint ventures or associate companies during the year.

21. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March 31,2023 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

22. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,2023, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has given intercorporate loan of Rs. 75.00 Lakhs and have not guaranteed or made any investments during the year, except for investments in the Capital Market.

24. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

25. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed fora period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

The details of Dividend of earlier years remain unclaimed by the shareholders as on 31.03.2023 are as given below:

	For the Financial Year	Date of Declaration of Dividend	Last Date of Claiming the Dividend	Unclaimed amount as on 31.03.2023	Due date for transfer to Investor Education and Protection Fund (IEPF)
	2016-17	11.09.2017	12.10.2024	97,551	11.11.2024

Pursuant to provisions of Section 124 of Companies Act, 2013, the unclaimed dividend within the last date mentioned for the respective years, will be transferred to Investor Education and Protection Fund (IEPF) established by Government of India pursuant to Section 125 of the Companies Act, 2013.

26. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, an amount of Rs. 1,03,356 /- pertaining to unpaid and unclaimed dividend for the financial year 2014-15 has been transferred to IEPF during the year under report. Further, 12,270 shares in respect of which dividend has not been paid or claimed for seven consecutive years have also been transferred to IEPF.

Before effecting transfer of shares to IEPF, company has informed all such members, whose shares were liable to be transferred to IEPF during financial year 2022-23 through letters and newspaper publication.

The details of dividend and shares transferred to IEPF, unpaid and unclaimed amounts lying with the Company and procedure for claiming the dividend and shares from IEPF Authority are available on the website of the Company at the link: https://bnrul.com/ and also on the website of Investor Education and Protection Fund Authority i.e., www.iepf.gov.in.

27. DETAILS OF THE NODAL OFFICER:

The Company has designated Mr. Sandeep Rathi, Executive Director & CFO as a Nodal Officerforthe purpose of IEPF.

28. RELATED PARTYTRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. During the financial year 2022-23, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm''s length basis and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-2 to this report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

30. COMMITTEES:

(I). AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 and, interalia, includes:

i. oversight of the listed entity''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible^

ii. recommendation for appointment, remuneration and terms of appointment of auditors of the listed entityl

iii. approval of payment to statutory auditors for any other services rendered by the statutory auditors^

iv. reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the director’s responsibility statement to be included in the board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013D

b. changes, if any, in accounting policies and practices and reasons for the sameD

c. major accounting entries involving estimates based on the exercise of judgment by managements

d. significant adjustments made in the financial statements arising out of audit findings^

e. compliance with listing and other legal requirements relating to financial statements ?

f. disclosure of any related party transactions^

g. modified opinion(s) in the draft audit reports

v. reviewing, with the management, the quarterly financial statements before submission to the board forapprovals

vi. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a 380[public issue or rights issue or preferential issue or qualified institutions placement], and making appropriate recommendations to the board to take up steps in this matters

vii. reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit processS

viii. approval or any subsequent modification of transactions of the listed entity with related partiesS

ix. scrutiny of inter-corporate loans and investments^

x. valuation of undertakings or assets of the listed entity, wherever it is necessary ?

xi. evaluation of internal financial controls and risk management systemsS

xii. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systemsS

xiii. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audita

xiv. discussion with internal auditors of any significant findings and follow up there on ?

xv. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board ?

xvi. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern ?

xvii. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors^

xviii. to review the functioning ofthe whistle blowermechanismD

xix. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate^

xx. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

xxi. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

xxii. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any otherfunction as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II ofthe Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING INFORMATION:

i. management discussion and analysis of financial condition and results of operations^

ii. management letters/ letters of internal control weaknesses issued by the statutory auditors ?

iii. internal audit reports relating to internal control weaknessesCbnd

iv. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

v. statement of deviations:

vi. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted tostockexchange(s)interms of Regulation 32(1).

vii. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS &ATTENDANCE:

The composition of the Audit Committeeand the details of meetings attended by its members are given below:

The Audit Committee met Four times during the year on 26.05.2022,03.08.2022,11.11.2022, and 31.01.2023.

	Name	Designation	Category	No. of Meetings held	No. of Meetings attended
	Mr. J. Vikramdev Rao	Chairman	NED(I)	4	4
	Mr. T. Bharadwaj	Member	NED(I)	4	4
	Dr. M. Priyadarshini	Member	NED(I)	4	4

NED (I): Non-Executive Independent Director

(II). NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees^

ii. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required ?

b. consider candidates from a wide range of backgrounds, having due regard to diversity and

c. consider the time commitments of the candidates.

iii. formulation of criteria forevaluation of performance of independent directors and the board of directors ?

iv. devising a policy on diversity of board of directors^

v. 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 of directors their appointment and removal.

vi. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANE DURING THE YEAR:

	Name	Designation	Category	No. of Meetings held	No. of Meetings attended
	Mr. T. Bharadwaj	Chairman	NED(I)	2	2
	Mr. J. Vikramdev Rao	Member	NED(I)	2	2
	Dr. M. Priyadarshini	Member	NED(I)	2	2

NED (I): Non-Executive Independent Director

C. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under the head “Board Evaluation” in Directors’ Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’INDEPENDENCE:1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a directorappointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company’s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into accountfactors, such as:

• General understanding of the Company’s business dynamics, global business and social perspective^

• Educational and professional background

• Standing in the profession^

• Personal and professional ethics, integrity and valuesD

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification NumberD

• shall not be disqualified underthe companies Act, 2013D

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting ?

• shall abide by the code of Conduct established by the Company for Directors and senior Management personnel ?

• shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other association of individuals including hisshareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already madeD

• Such other requirements as any prescribed, from time to time, under the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company’s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing Director ora whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and experienced

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate company [or member of the promoter group of the listed entity] ?

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate companyd

iv. who, apart from receiving director''s remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the 68[three] immediately preceding financial years or during the currentfinancial yearn

v. none of whose relatives

a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year of face value in excess of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its holding, subsidiary or associate company, respectively, or such higher sum as may be specified ?

b. is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or directors, in excess of such amount as may be specified during the three immediately preceding financial years or during the currentfinancial yearn

c. has given a guarantee or provided any security in connection with the indebtedness of any third person to the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such amount as may be specified during the three immediately preceding financial years or during the currentfinancial yearttr

d. has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or associate company amounting to two percent or more of its gross turnover or total income: Provided that the pecuniary relationship ortransaction with the listed entity, its holding, subsidiary or associate company or their promoters, or directors in relation to points (A) to (D) above shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower.]

vi. who, neither himself [“/herself], norwhose relative(s)

a. holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary or associate company [or any company belonging to the promoter group of the listed entity,] in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed:

[Provided that in case of a relative, who is an employee other than key managerial personnel, the restriction under this clause shall notapplyforhis/her employment.]

b. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding, subsidiary or associate companyCbr

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or associate company amounting to ten per cent or more of the gross tu rn ove r of such fi rm ?

c. holds together with his relatives two per cent or more of the total voting power of the listed entity COr

d. is a chief executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts or corpus from the listed entity, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the listed entity ?

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entityD

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any nonindependent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the “code for independent Directors “as specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their Directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the Company. The NR Committee shall take into account the nature of, and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under Section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered and individual performance.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration committee

for recommending to the Board the remuneration of the Directors, key managerial personnel and other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Directorappointed to the Board of the Company.

2.2 “key managerial personnel” means

(i) The Chief Executive Officeror the managing Directororthe managers

(ii) The Company Secretary^

(iii) The Whole-time Director^

(iv) The Chief Financial Officerand

(v) Such otherofficeas maybe prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by Board in accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Directorand key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the Company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

C. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/ HO/ CFD/ CMD/ CIR/ PI 2017/ 004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given six Forms forevaluation of the following:

(i) Evaluation of BoardD

(ii) Evaluation of Committees of the BoardD

(iii) Evaluation of Independent DirectorsD

(iv) Evaluation of Chairperson and

(v) Evaluation of Managing Directorand Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations^

2. Meets expectationsand

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the

Directors, the report on Evaluation was submitted to the Board. And based on the report, the Board

of Directors has informed that the performance of Directors is satisfactory.

OTHER DIRECTORSHIPS/COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of and the time involved in a director’s service on other Boards, in evaluating the suitability of the individual Directorand making its recommendations to the Board.

5.2 Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of more than

5 committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:The Committee’s role includes:

i. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etcD

ii. Review of measures taken for effective exercise of voting rights by shareholders^

iii. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar& Share Transfer AgentD

iv. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company ?

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of the Companies Act, 2013 and matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

There was one (1) Stakeholders'' relationship Committee Meeting held during the year and itwas held on 31.01.2023.

Name	Designation	Category	No of Meetings held	No of Meetings attended
Mr. J. Vikramdev Rao	Chairperson	Independent, Non-Executive	1	1
Mr. T. Bharadwaj	Member	Independent, Non-Executive	1	1
Dr. Priyadarshini Manvikar	Member	Independent, Non-Executive	1	1
Mr. Sandeep Rathi	Member	Executive Director cum CFO	1	1

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR 2022-23:

	NUMBER OF COMPLAINTS	NUMBER
	Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange / SCORE and so on	3
	Number of complaints resolved	3
	Number of complaints not resolved to the satisfaction of the investors as on March 31,2023.	NIL
	Complaints pending as on March 31,2023.	NIL
	Number of Share transfers pending for approval, as on March 31,2023.	NIL

31. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Reg. 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 177(10) of the Companies Act 2013, enabling stakeholders to report any concern of unethical behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Vice Chairman and Managing Directorand Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee.

The policy is available on the website of the Company at https://bnrul.com/

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS ORCOURTS

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

34. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

The members of the Company in accordance with Section 139 of the Companies Act, 2013 have passed a resolution for appointment of M/s Laxminiwas & Co., Chartered Accountants, Hyderabad as Statutory Auditors of the Company for a period of 5 years in the AGM held on 30.08.2022 to hold office up to the conclusion of 33rd Annual General Meeting of the Company to be held for the financial year2026-2027.

The notes of the financial statements referred to in the Auditors’ Report issued by M/s. Laxminiwas & Co., Chartered Accountants, Hyderabad for the financial year ended on 31st

March, 2023 are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

35. SECRETARIALAUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. S.S. Reddy & Associates, Practicing Company Secretaries (CP No. 7478) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2023.

The Secretarial Audit was carried out by M/s. S.S. Reddy & Associates, Company Secretaries (CP No. 7478) for the financial year ended March 31,2022. The Report given by the Secretarial Auditor is annexed herewith as Annexure- 3 and forms integral part of this Report.

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

The Board has also appointed M/s. S.S. Reddy & Associates, Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 202324.

36. INTERNALAUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014Dduring the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M/s. PPKG & Co., the InternalAuditorof the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed M/s. PPKG & Co, Chartered Accountants, Hyderabad, as Internal Auditors for the Financial Year 2023-24.

37. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

38. DECLARATION BYTHE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31,2023.

39. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Director’s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Company’s website at https://bnrul.com/.

40. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company https://bnrul.com/.

41. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- 4 to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

43. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company''s website https://bnrul.com/.

44. INSURANCE:

The properties and assets of your Company are adequately insured.

45. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25Crores, Corporate Governance is Not Applicable.

46. NON-EXECUTIVE DIRECTORS’COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

47. CODE OF CONDUCT FORTHE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The InsiderTrading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on ourwebsite (https://bnrul.com/).

48. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on the website at https://bnrul.com/

As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal Committee at all its locations known as the Prevention of Sexual Harassment (POSH) Committees, to inquire and redress complaints received regarding sexual harassment. During the year under review, there were no Complaints pertaining to sexual harassment.

All employees are covered under this policy. During the year 2022-23, there were no complaints received by the Committee.

49. DEPOSITORYSYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1 st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

51. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

52. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

53. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

54. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website, https://bnrul.com/.

55. EVENT BASED DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review except:

a) Issue of sweat equity share: NA

b) Issueof shares with differential rights: NA

c) Issueofsharesunderemployee’sstockoption scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: NA

h) Issue of equity shares with differential rights as to dividend, voting: NA

56. APPRECIATION & ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL,HDFC Bank, ICICI Bank and Mahesh Bank etc. for their continued support for the growth of the Company.

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Mar 31, 2014

Dear Members,

Your Directors have pleasure in presenting the 20th Annual Report and the Audited Accounts for the year ending March 31,2014.

1. FINANCIAL RESULTS:

The financial results for the year ended March 31,2014 are summarised as under:

Amount(Rs. in Lakhs)

Particulars 2013-14 2012-13

Total Income 361.36 350.28

Total Expenditure 280.71 259.22

Profit before Tax 80.65 91 06

Provision for Taxation 26.05 25.65

Profit after Tax 54.60 65.41

Transfer to General Reserve 2.00 18.50

Profit available for appropriation 52.60 46.91

Provision for Proposed Equity Dividend 30.00 30-00

Provision for Corporate Dividend Tax 5.09 5.09

Balance Carried to Balance Sheet 17.51 11-82

2. DIVIDEND:

Your Directors are pleased to recommend a Dividend of Re. 1/- per share on the Paid up Equity Share Capital of the Company in respect of the financial year 2013-14. The total outgo on account of dividend, inclusive of dividend tax stands at Rs. 35.10 lakhs, for which necessary provision has been made in the accounts.

3. OPERATIONS:

The performance of the company during the year under review has been reasonably satisfactory. The company is making all its efforts to get further orders apart from the existing ones.

4. INSURANCE:

The assets of the Company are adequately insured against major risks.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited (Stock Code 530809). The annual listing fees for the year 2014-2015 was paid to the Stock Exchange.

6. DIRECTORS:

Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mr. J. Vikramdev Rao, Mr. T. Bharadwaj and Dr. Priyadarshini as Independent Directors for five consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of Mr. J. Vikramdev Rao, Mr. T. Bharadwaj and Dr. Priyadarshini are mentioned in the Explanatory Statement under Section 102 of Companies -t, 2013 of the Notice of 20,h Annual General Meeting.

7. CAPITAL OF THE COMPANY:

During the period, the Authorized capita! of the Company stands at Rs. 5,00,00,000/- consisting of 50,00,000 equity shares of Rs 10/- each and paid-up capital at Rs. 3,00,00,000/- divided into 30,00,000 equity shares of Rs 10/- each.

8. AUDITORS:

The Auditors of the Company M/s. Laxminiwas & Jain, Chartered Accountants retire at the ensuing Annual General Meeting of the Company and being eligible, have given their consent for re-appointment. The Company has also received a certificate from them under Section 139 of the Companies Act, 2013.

9. AUDITOR'S REPORT:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31,2014 and has noted that the same does not have any reservation, qualification or adverse remarks.

10. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public.

11. PARTICULARS OF EMPLOYEES:

There is no employee whose remuneration exceeds the limits as prescribed under Sec. 217(2A) of the Companies Act, 1956. Therefore, the disclosures required under section 217(2A) read with the Companies (Particulars of employees) Rules, 1975 are not applicable.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm:

(i) that in the preparation of the annual accounts for the financial year ended March31,2014, the applicable accounting standards have been followed;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profits of the company for the year under review;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts for the financial year ended March 31,2014 on a 'going concern' basis.

13. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

14. UN PAID/UN CLAIMED DIVIDEND:

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor Education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2006-2007 will expire on October 20th, 2014 and thereafter the amount standing to the credit in the said account will be transferred to the "Investor Education and Protection Fund" of the Central Government.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

16. CORPORATE GOVERNANCE:

The Directors adhere to the requirements set out by Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of this Annual Report. The requisite certificate from M/s Laxminiwas & Jain, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated } under the aforesaid Clause 49, is attached to this Report.

17. CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration to this effect is given in Annexure.

18. COMPLIANCE CERTIFICATE:

Your company has obtained a secretarial compliance certificate under provision to subsection { of section 383A of Companies Act, 1956 from a Practicing Company Secretary which forms part of this report.

19. SUBSIDIARY COMPANY:

As on March 31,2014, the Company has only one wholly owned Subsidiary Company namely M/s BNR Pashamylaram Enterprises Private Limited. The subsidiary of the Company had not made any profit/loss for the financial year 2013-14 and also for the previous financial year 2012-13. A statement pursuant to Section 212 is attached as Annexure to this Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Govt, of India, the Balance sheet, Statement of Profit & Loss and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary company, the related details, information to any member of the company who may be interested in obtaining the same. The Annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company.

20. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21, notified by Companies (Accounting Standards) Rule, 2006, the consolidated financial statements covered in this annual report by the Company include financial information of its subsidiary BNR Pashamylaram Enterprises Private Limited.

21. INTERNAL AUDIT:

M/s. PPKG & Co., Chartered Accountants, Hyderabad are the Internal Auditors of the Company.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217 (i) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable. The earnings in foreign currency is Rs. 1,35,90, 953/- equivalent to US$ 223,450.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable co-operation, support and assistance received from the Government Departments and Local Authorities, Shareholders, Employees, Banks during the year and we thank all the shareholders for the confidence reposed on us.

For and on behalf of the Board, BNR Udyog Limited,

sd/- sd/- Place : Hyderabad Kamal Narayan Rathi T. Bharadwaj Date : 30-07-2014 Managing Director Director

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 19th Annual Report and the Audited Accounts for the year ending March 31, 2013.

1. Financial Results:

The financial results for the year ended March 31, 2013 are summarised as under:

Amount (in Rs.) _

Particulars 2012-13 2011-12

Total Revenue 3,50,27,941 3,63,02,498

Add Exceptional Items (15,589) 92,454

Less Total Expenses 2,59,06,500 2,64,82,505

Profit before Tax 91,05,852 99,12,447

Less : Tax Expenses 25,65,269 29,87,489

Profit for the year after Tax 65,40,583 69,24,958

Balance of Profit brought forward 1,39,49,035 1,08,10,752

Profit available for appropriation 2,03,89,618 1,77,35,710

Less : (i) Proposed Dividend 30,00,000 30,00,000

Less : (ii) Tax on Dividend 5,09,850 4,86,675

Less : (iii) Transfer to Reserve Fund 18,50,000 3,00,000

Balance Carried to Balance Sheet 1,51,29,768 1,39,49,035

2. Dividend:

Your Directors are pleased to recommend dividend @ 10% i.e. Rs. 1/-per equity share of Rs. 10/- each aggregating to Rs. 30,00,000/- on the paid up equity share capital of the Company.

3. Operations and Overview:

Apart from Medical Transcription, Billing & Coding services from US Clientele, Your Company has further diversified into E-Governance projects in India. Your company is empanelled with UIDAI & Currently working for the prestigious Aadhaar project in the state of Andhra Pradesh and Karnataka. Your company has also got awarded with Scanning and Degitisation of Documents for Khammam & Mahaboobnagar District in the state of Andhra Pradesh. We are also trying to get empanelled with other Government Authorities and Registrars and looking for good opportunities in other States of Inda.

Your company has good work orders in hand and expects to increase the turnover and profitability for the current financial year 2013-14.

4. Directors:

As per the Articles of Association of the Company, ShriT. Bharadwaj, retires by rotation at the forthcoming AGM and being eligible offer himself for reappointment. Brief resume of the retiring Director, as stipulated under Clause 49 of the Listing Agreements is provided in the Notice calling the AGM.

5. Auditors:

M/s Laxminiwas & Jain, Chartered Accountants are retiring at the forthcoming Annual General Meeting and will hold office up to the conclusion of the AGM and are eligible for re-appointment.

The Company has received a letter from them that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

6. Secretarial Compliance Certificate:

Pursuant to the proviso to sub-section (1) of Section 383A read with the Companies (Compliance Certificate) Rules, 2001, a Secretarial Compliance Certificate from M/s. VSS & Associates, Company Secretaries, is attached to this Report as Annexure-I .

7. Particulars of Employees:

There was no employee of the Company who received remuneration in excess of the limits prescribes under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as byCompanies (Particulars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by the Ministry of Corporate Affairs, Government of India.

8. Conservation of Energy & Technology absorption and Foreign Exchange Earnings and Outgo:

Conservation of energy is an ongoing process in the Company''s activities. As the core activities of the Company are not energy intensive, no information is to be furnished regarding Technology Absorption. Your Company has not undertaken any research and development activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted. The earnings in foreign currency is Rs. 1,40,62,411/- Equivalent to US$258536.

9. Listing:

The eqity shares of your company are listed at The Bombay Stock Exchange Ltd. and the requisite Annual Listing Fee is paid.

10.Public deposits:

Your Company has not accepted/renewed any deposits U/S 58Aof the Companies Act, 1956.

11. Corporate Governance:

The Directors adhere to the requirements set out by Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. Laxminiwas & Jain, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

12.Segment wise Performance:

Your Company considers IT & ITS, E-Governance, Constrution, Investment and Finance as the primary segment for reporting.

13. Subsidiary Company

As on March 31, 2013 the Company has only one (1) wholly owned Subsidiary Company namely M/s. BNR Pashamylaram Enterprises Private Limited.

A statement, pursuant to section 212, is attached as Annexure-ll to this Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Govt, of

India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. How ever the financial information of the subsidiary company is disclosed in the Annual Report in Compliance with the said circular. The Company will make available the Anuual Accounts of the subsidiary company the related details informations to any member of the company who may be interested in obtaining the same. The Annual Accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company.

14. Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

15. Un paid / Un claimed Dividend:

As per provisions of the Section 205Aread with Section 205C of the Companies Act, 1956 the company is required to transfer unpaid dividends remaining unclaimed and unpaid for a period of 7 years from the due date (s) to the Investor Education and Protection Fund (IEPF) set up by the Central Government. Accordingly on expiry of 7 years period. Unclaimed dividend for the year 2005-2006 is due for transfer to IEPF on or before 27h October,2013. Those members who have not encashed their dividend warrants(s) for the said year and for the years mentioned below are requested to make the claims to the company without any further delay. It may be noted that once the unclaimed dividend is transferred to the IEPF as above, no claim shall lie against the IEPF or the company in respect of any amounts which were unclaimed/unpaid for a period of 7 years from the dates that they first became due for payment and no payment shall be made in respect of any such claims. Given below are the proposed dates for transfer of the unclaimed dividend to IEPF by the company.

Financial year ended Date of Declaration Last date for Claiming Last date for of Dividend Unpaid Dividend amt. Transfer to IEP

(on or before) Fund

31/03/2006 29/09/2006 28/09/2013 27/10/2013

31/03/2007 22/09/2007 21/09/2014 20/10/2014

31/03/2008 25/09/2008 24/09/2015 23/10/2015

31/03/2009 10/09/2009 09/09/2016 08/10/2016

31/03/2010 22/09/2010 21/09/2017 20/10/2017

31/03/2012 I 05/09/2012 | 04/09/2019 | 03/10/2019

Shareholders who have not yet claimed the dividends for the above periods are requested to contact the Secretarial Department at the Registered Office of the Company.

16. Dividend Payments through Bank :

The Securities & Exchange Board of India (SEBI) has made it mandatory for all. Companies to use the Bank account details furnished by the Depositories for depositing dividend through Electronic Clearing Services (ECS) to investors where ECS and Bank details are available. Members may, therefore give instructions regarding bank accounts in which they wish to receive dividend, directly to their Depository Participants. The company will not entertain any direct request from such members for deletion of/change in such bank details. Further instructions, if any, already given by them in respect of shares held physical form will not be automatically applicable to dividend paid on shares in electronic form. Prescribed Form (ECS) is annexed to this report which may be duly filled in and sent to the company.

17. Consolidation of folio :

Shareholders holding share in identical order of names in more than one folio are requested to write to the company enclosing their share certificates to enable the company to consolidate their holding in one folio to facilitate better service.

18. CEO/CFO Certifications:

The Managing Director had given a certificate to the board as contemplated in clause 49 of the listing Agreement.

19. Management Discussion and Analysis :

Management Discussion and Analysis Report for the year ended March 31, 2013 as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached asAnnexure-111 to this Report.

20. Directors'' Responsibility Statement:

Pursuant to Provisionsof Sec.217 (2AA) of the Companies Act, 1956 Directors of your Company hereby confirm that:

(i) The Annual Accounts of the Company have been prepared in accordance with applicable Accounting Standards.

(ii) The Company has been consistently following selected accounting policies and made judgment 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 Profit & Loss account of the Company.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on going concern basis.

21 .Acknowledgement:

Your Directors would like to express their appreciation for assistance and co-operation received from the Shareholders, Employees, Banks and Government authorities during the year and We thanks all the share holders for the confidence reposed on us.

For and on behalf of the Board of Directors

For BNR Udyog Limited

Place: Hyderabad Kamal Rathi J. Vikram Dev Rao

Date: 25.07.2013 (Managing Director) (Director)

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Mar 31, 2012

The Directors have pleasure in presenting the 18th Annual Report and the Audited Accounts for the year ending March 31, 2012.

1. Financial Results:

The financial results for the year ended March 31, 2012 are summarised as under:

Amount (in Rs.)

Particulars 2011-12 2010-11

Total Revenue 3,63,02,498 1,07,66,512

Add Exceptional Items 92,454 -

Less Total Expenses 2,64,82,505 1,04,40,316

Profit before Tax 99,12,447 3,26,196

Less : Tax Expenses 29,87,489 (6,75,415)

Profit for the year after Tax 69,24,958 10,01,611

Balance of Profit brought forward 1,08,10,752 98,09,141

Profit available for appropriation 1,77,35,710 1,08,10,752

Less: (i) Proposed Dividend 30,00,000 -

Less: (ii) Tax on Dividend 4,86,675 -

Less : (iii) Transfer to Reserve Fund 3,00,000 -

Balance Carried to Balance Sheet 1,39,49,035 1,08,10,752

2. Dividend:

Your Directors are pleased to recommend dividend @ 10% i.e. Rs. 1 per equity share of Rs. 10 each aggregating to Rs. 30,00,000 on the paid up equity share capital of the Company.

3. Operations and Overview:

During the year under review your company has achieved a gross turnover of Rs.36,302,498 as against the turnover of Rs.10,766,512 of the previous year registering a growth of 29.65%.

Apart from Medical Transcription, your company has diversified in Medical Billing and Coding for US clients, Business support services, and E-Governance projects in India. The Company is also in process of empanelment with various government authorities for providing business support services throughout the country.

4. Directors:

Shri Sandeep Rathi was appointed as an additional director on the Board w.e.f May 30, 2012 and he holds office up to the conclusion of the ensuing AGM, resolution for his reappointment is incorporated in the Notice calling the AGM.

As per the Articles of Association of the Company, Shri B.N. Rathi and Dr. B. Priyadarshini, retire by rotation at the forthcoming AGM and being eligible offer themselves for reappointment. Brief resume of the retiring Directors, as stipulated under Clause 49 of the Listing Agreements are provided in the Notice calling the AGM.

5. Auditors:

M/s Laxminiwas & Jain, Chartered Accountants are retiring at the forthcoming Annual General Meeting and will hold office up to the conclusion of the AGM and are eligible for re-appointment.

The Company has received a letter from them that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

6. Secretarial Compliance Certificate:

Pursuant to the proviso to sub-section (1) of Section 383A read with the Companies (Compliance Certificate) Rules, 2001, a Secretarial Compliance Certificate from M/s. VSS & Associates, Company Secretaries, is attached to this Report as Annexure-I.

7. Particulars of Employees:

There was no employee of the Company who received remuneration in excess of the limits prescribes under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as by Companies (Particulars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by the Ministry of Corporate Affairs, Government of India.

8. Conservation of Energy & Technology absorption and Foreign Exchange Earnings and Outgo:

Conservation of energy is an ongoing process in the Company's activities. As the core activities of the Company are not energy intensive, no information is to be furnished regarding Technology Absorption. Neither your Company has undertaken any research and development activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted. The earnings in foreign currency is Rs. 1,38,55,269 equivalent to US$ 2,89,010.

9. Listing :

The Equity Shares of your Company are listed at The Bombay Stock Exchange Ltd., and the requisite Annual Listing Fee is paid.

10. Public deposits:

Your Company has not accepted/renewed any deposits U/S 58A of the Companies Act, 1956.

11. Corporate Governance:

The Directors adhere to the requirements set out by Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. Laxminivas & Jain, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

12. Segment wise Performance:

Your Company considers Medical Transcription, Business Support Services and Investment in Shares, Financial activities & Others as the primary segment for reporting.

13.Management Discussion and Analysis:

Management Discussion and Analysis Report for the year ended March 31,2012 as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as Annexure- II to this Report.

14. Directors' Responsibility Statement:

Pursuant to Provisions of Sec.217 (2AA)of the Companies Act, 1956 Directors of your Company hereby confirm that:

(i) The Annual Accounts of the Company have been prepared in accordance with applicable Accounting Standards.

(ii) The Company has been consistently following selected accounting policies and made judgment 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 Profit & Loss account of the Company.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on a going concern basis.

15. Acknowledgement:

Your Directors would like to express their appreciation for assistance and co-operation received from the Shareholders, Employees, Banks and Government authorities during the year and We thanks all the share holders for the confidence reposed on Us.

For and on behalf of the Board of Directors

For BNR Udyog Limited

Hyderabad B.N.Rathi Kamal Rathi

25th July, 2012 (Chairman) (Managing Director)

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Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 17lh Annual Report of your company together with the Audited Statement of Accounts for the year ending 31st March, 2011.

I.FINANCIAL RESULTS:

The financial results for the year ended 31st March, 2011 are summarised as under:

(Rs. in Lakhs)

2010-11 2009-10

Total Income 107.67 144.84

Total Expenditure 104.41 113.92

Profit before Tax 3.26 30.92

Less : Provision for Taxation (6.76) (5.87)

Profit after Tax 10.02 36.79

Balance of Profit b/f 98.09 101.40

Profit available for appropriation 108.11 138.19

Less : (i) Proposed Dividend — 30.00

Less : (ii) Tax on Dividend — 5.10

Less : (iii) Transferred to Reserve Fund — 5.00

Balance carried to Balance Sheet 108.11 98.09

2. OPERATIONS / REVIEW OF PERFORMANCE:

The Performance of the Company was not upto the expectations for the financial year ended 31 -03-2011. The company has entered into an agreement with one more transcription company in U.S.A from which it expects to receive more business.The company surrendered the NCDEX membership card since it was not in operation.

3. DIVIDEND:

In view of the inadequacy of the profits, the Directors do not recommend any dividend for the financial year ending 31st March, 2011

4. DIRECTORS:

Shri. J. Vikramdev Rao and Shri. T. Bharadwaj, Directors of the company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

5. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Provisions of Sec.217 (2AA) of the Companies Act, 1956 Directors of your Company hereby confirm that:

(i) The Annual Accounts of the Company have been prepared in accordance with applicable Accounting Standards.

(ii) The Company has been consistently following selected accounting policies and made judgement 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 Profit & Loss account of the Company.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on a going concern basis.

6. AUDITORS:

M/s Laxminiwas & Jain, Chartered Accountants Firm registration No. 001859S retire at the conclusion of the Annual General Meeting and are recommended for re-appointment. The necessary certificate from the Auditors has been received to the effect that their re-appointment if made, would be within the prescribed limits u/s 224 (1B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES:

None of the employees who are employed throughout the year are covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended from time to time.

8. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION :

The Provisions of the Companies (disclosure of particulars in report of Board of Directors) Rules, 1988 relating to conservation of energy are not applicable and since the company is not engaged in any manufacturing or processing activities, there is no information to be disclosed under this head.

9. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the financial year 2010-2011 receipts from Medical Transcription Division of the Company stood at Rs.94,45,903/- equivalent to US $2,00,642.

10. LISTING:

The Equity Shares of your Company are listed at The Bombay Stock Exchange Ltd., and the requisite Annual Listing Fee is paid.

11. FIXED DEPOSIT:

Your Company has not accepted any deposits U/S 58A and as such no amount of Principal or Interest was outstanding on the date of the Balance Sheet.

12. CORPORATE GOVERNANCE:

Your company has complied with the applicable provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance followed by the Company together with the Certificate from the Auditors of the Company confirming Compliance is set out in the Annexure forming part of this Report.

13. SEGMENTWISE PERFORMANCE:

Your Company considers Medical Transcription, Investment in shares and Real Estates as the primary segment for reporting.

14. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation, co-operation and support received from the Government Authorities, Securities and Exchange Board of India, The Bombay Stock Exchange Ltd., Reserve Bank of India and STPI. Your Directors also acknowledge the continued support given by Business Associates and the sincere and dedicated services of the employees of the Company at all levels. Your Directors also like to express their thanks to the shareholders for the confidence which they reposed in them.

On behalf of the Board of Directors,

B.N.RATHI Chairman

Place : Hyderabad Date : 29.07.2011

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Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report of your company together with the Audited Statement of Accounts for the year ending 31s1 March, 2010.

I.FINANCIAL RESULTS:

The financial results for the year ended 31st March, 2010 are summarised as under .

(Rs. in Lakhs)

2009-10 2008-09

Total Income 144.84 213.08

Total Expenditure 113.92 172.16

Profit before Tax 30.92 40.92

Less : Provision for Taxation (5.87) 3.08

Profit after Tax 36.79 37.84

Balance of Profit b/f 101.40 103.66

Profit available for appropriation 138.19 141.50

Less : (i) Proposed Dividend 30.00 30.00

Less: (ii) Tax on Dividend 5.10 5.10

Less : (iii) Transferred to Reserve Fund 5.00 5.00

Balance carried to Balance Sheet 98.09 101.40

2. DIVIDEND:

The Board of Directors have recommended dividend @ 10% on the paid up equity share capital of the company for the year ended 31st March, 2010. The dividend will be paid when declared by the shareholders in accordance with law. The dividend will be free of tax in the hands of shareholders. However, the company will have to pay dividend distribution tax plus applicable surcharge and education cess.

3. OPERATIONS / REVIEW OF PERFORMANCE :

The Performance of the Company was reasonably good for the Financial year 2009-2010 The Medical Transcription business is doing good inspite of global recession.

4. DIRECTORS:

Shri B.N. Rathi and Dr. B. Priyadarshini Directors of the company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Provisions of Sec.217 (2AA) of the Companies Act,1956 Directors of your Company hereby confirm that:

(i) The Annual Accounts of the Company have been prepared in accordance with applicable Accounting Standards.

(ii) The Company has been consistently following selected accounting policies and made judgement 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 Profit & Loss account of the Company.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on a going concern basis.

6. AUDITORS:

M/s Laxminiwas & Jain, Chartered Accountants retire at the conclusion of the Annual General Meeting and are recommended for re-appointment. The necessary certificate from the Auditors has been received to the effect that their re-appointment if made, would be within the prescribed limits u/s 224 (1B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES:

None of the employees who are employed throughout the year are covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended from time to time.

8. CONSERVATION OF ENERGY& TECHNOLOGY ABSORPTION :

The Provisions of the Companies (disclosure of particulars in report of Board of Directors) Rules, 1988 relating to conservation of energy are not applicable and since the company is not engaged in any manufacturing or processing activities, there is no information to be disclosed under this head.

9. FOREIGN EXCHANGE EARNINGS AND OUTGO :

During the financial year 2009-2010 receipts from Medical Transcription Division of the Company stood at Rs.1,09,29,398/- equivalent to US $2,29,664.

10. LISTING:

The Equity Shares of your Company are listed at The Bombay Stock Exchange Ltd., and the requisite Annual Listing Fee is paid.

11. FIXED DEPOSIT:

Your Company has not accepted any deposits U/S 58A and as such no amount of Principal or Interest was outstanding on the date of the Balance Sheet.

12. CORPORATE GOVERANCE:

Your company has complied with the applicable provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchanges A separate section on Corporate Governance followed by the Company together with the Certificate from the Auditors of the Company confirming Compliance is set out in the Annexure forming part of this Report.

13. SEGMENTWISE PERFORMANCE:

Your Company considers Medical Transcription, Investment in shares and Real Estates as the primary segment for reporting.

14. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the Government Authorities, Securities and Exchange Board of India, The Bombay Stock Exchange Ltd., The National Commodity & Derivatives Exchange Ltd., Reserve Bank of India and STPI. Your Directors also acknowledge the continued support given by Business Associates and the sincere and dedicated services of the employees of the Company at all levels. Your Directors also like to express their thanks to the shareholders for the confidence which they reposed in them.

On behalf of the Board of Directors,

Place: Hyderabad B. N. RATHI

Date : 30.07.2010 Chairman