Dear Members,

Company and the accounts for the financial year ended 31st March 2022.

(Rs in lacs)

State of Company's Affairs

The year began with the second wave of the Covid-19 pandemic which affected economic activities. The economic recovery was impacted by unprecedented high inflation rising from post COVID issues as well as geopolitical macro-economic factors. This had the effect of increasing input and transportation costs and lowering consumer demand. Economic recovery was further impacted by the third wave of the Covid-19. While there were challenges your company ensured digital sales initiatives and safety of workers & employees. Despite the challenging business environment during the year 2021-2022 the company had a total revenue of 25764.15 lacs with a net profit of 885.23 lacs while maintaining its share of consumer's wallet.

Company is well positioned with a strong management team, technological interventions and robust processes to address any changes that may emerge post COVID-19, while contributing meaningfully to the growth of FMCG (Foods) space in India.

Dividend

Your Directors are pleased to recommend a dividend of 16% for the period of 31st March 2022 and the said dividend, if approved, would absorb a sum of Rs 1,28,14,154. The Dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose names appear in the register of members as on the record date.

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

Reserves

Your Company proposes to transfer Rs 44,26,156 to General Reserve for the financial year ended 31st March 2022. Share Capital

The Paid-up Share Capital of the Company as on 31st March 2022 is Rs 8,00,88,460.

Number of Meetings of the Board of Directors

During the year ended 31st March 2022, Six Board Meetings were held.

The dates on which the Board Meetings were held are 29th June 2021, 24th July 2021,14 th August 2021, 15th September 2021, 13th November 2021 and 12th February 2022. The maximum time gap between any two consecutive meeting was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

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

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

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2022

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Ad for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March 2022 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effedively.

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

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

Nomination and Remuneration Committee

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

Brief description of terms of reference:

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

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

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

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

- devising a policy on Board diversity; and

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

Nomination and Remuneration policy

The objectives of the Policy

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

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

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

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

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

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

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure -1 to this Report. The policy on Related Party Transactions is available on the Company's website at http://bambinoagro.com/policy/.

Annual Return

In confirmation to the notification dated 28th August 2020 issued by Ministry of Corporate Affairs the details of the Annual Return for the financial year 2021-2022 is provided on the website of the company at www.bambinoagro.com/investors

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

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

Risk Management Policy

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

Corporate Social Responsibility

The brief outline of the corporate social responsibility (CSR) of the company are the intiatives undertaken by the Company on CSR activates during the year are set out in Annexure -3 of this report is in the fbmat prescribed in the Companies (Corporate Social Responsibility) rules 2014, for other details regarding CSR committee please refer Corporate governance report.

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

Company has spent the prescribed amount of Rs 21.01 lacs on CSR activities in the areas of Eradicating hunger, Poverty and malnutrition, making available safe drinking water, promoting healthcare and livelihood enchancement programme. The details on CSR activities are provided in Annexure -3 and forms part of this report.

Board Evaluation

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

Directors

The Board of Directors of the Company at March 31,2022 consisted of six (06) Directors, out of which three (3) are Non-Executive, Independent Directors, three (3) are Whole-time Directors with Ms. Shirisha Myadam as the Managing Director of the Company.

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

Appointments / Reappointments / Cessation

During the year under review Mr. Prabhnoor Singh Grewal was appointed as a Executive Director of the Company, designated as Director- Sales & Marketing.

Deposits

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

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

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

TRANSFER OF UNPAID AND UNCLAIMED

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

Accordingly, the dividends that remain unclaimed for seven years and also the corresponding shares have been transferred to IEPF account. The details of amount of unclaimed dividend and corresponding shares transferred to IEPF during the financial year 2021-22 have been provided inthe AGM Notice.

Statutory Auditors

The Auditors, M/s. Kumar & Giri, Chartered Accountants, (FRN: 001584S) retire at the ensuing Annual General Meeting. M/s. PRV Associates, Chartered Accountants (FRN: 006447S) are being appointed for a period of five years from the conclusion of this 39th Annual General Meeting [AGM] till the conclusion of 44th AGM. Your Board of Directors have recommended the appointment of M/s. PRV Associates, Chartered Accountants, based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual general meeting of the Company.

Secretarial Auditors

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

Audit Reports

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

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

Cost Audit

The Company is not required to maintain any cost records pursuant to Section 148 of the Companies Act, 2013.

Audit Committee

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

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

Management Discussion and Analysis & Corporate Governance

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

Policies

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

Vigil Mechanism

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

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 5 the financial year are in receipt of remuneration exceeding t 8.5 lacs per month or Rs 102 lacs per annum as stipulated under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

In terms of Section 136 of the Companies Act, 2013, the Directors Report is being sent excluding the information on employees' particulars mentioned in Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the aforesaid particulars shall be made available to any shareholder on a specific request made by in writing before the date of such Annual General Meeting wherein financial statements for the financial year 2021-22 are proposed to be adopted by shareholders and such particulars shall be made available by the Company within three days from the date of receipt of such request from shareholders.

Internal Control Systems and their adequacy

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

Indian Accounting Standards (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 01st April 2017 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015. The financials for the financial year 2021-22 are presented as per the Ind As format.

Change in the nature of business

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

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

Your Directors would like to inform you that a petition has been filed by Mr. Kartekeya Myadam & Mrs. Anita Myadam, two substantial equity shareholders of the Company before the Honorable National Company Law Tribunal, Hyderabad Bench registered on 15th March 2021, with CP No. 20 of 2021under sections 241, 242 & 245 of the Companies Act, 2013 against the company, and the matter is taken up for hearings and the proceedings are under progress.

Company has already filed its counters, written statements defending the matter and it will take necessary steps promptly. Howeveryour Directors would chose to reserve their views & opinions as the matter is sub-judice. Next date of hearing is on 21st December 2022.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31st March 2022

Policy on prevention of Sexual Harassment

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

CEO's Declaration

Pursuant to the provisions of SEBI (LODR) Regulations, 2015 a declaration by the Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed as Annexure to Annual Report.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 to BSE Limited where the Company's Shares are listed.

Secretarial Standards

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

Acknowledgement

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

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