Bambino Agro Industries Ltd Management Discussions

Your company has very strong brand awareness and is backed with a robust market distribution network. Ensuring good quality products helps us in building consumer loyalty. Widening our range with new categories like Soya, Dalia, Khapli Vermicelli and Instant foods is further increasing our presence in rural markets by augmenting the productmixforthe brand.

? in lacs

SR. No. Particulars	Year Ended 31st March, 2025	Year Ended 31st March, 2024
1. Production (in Metric Tonnes)	43180	43496
2. Sales (in Metric Tonnes)	47910	47229
3. Sales Turnover	36758.75	33245.16
4. Profit Before interest depreciation, tax & other adjustments	2797.64	2752.30
5. Net Profit/(Loss) after tax & other adjustments	921.45	1092.92

Significant Financial Ratios

As per provisions of SEBI (LODR) Regulations, 2015, the significant financial ratios are given below:

Particulars	202425	202324	Reasons
1. Debtors Turnover (times)	4.97	4.86	The Debtors Turnover Ratio has slightly increased from 4.86 to 4.97 times, indicating improved collection efficiency.
2. Inventory turnover (times)	2.88	4.22	Decrease due to higher average inventory levels and moderate increase in COGS
3. Interest Coverage ratio (times)	2.61	2.82	Slight decrease due to marginally lower EBIT and increased finance cost
4. Current Ratio (times)	1.53	1.42	Slight decline due to proportionally higher increase in current liabilities over current assets.
5. Debt equity Ratio	0.90	0.75	Increase driven by higher shortterm borrowings in FY 2025.
6. Operating Profit Margin (%)	6.15	6.60	Minor decrease due to higher increase in operating expenses compared to revenue.
7. Net Profit Margin (%)	2.51	3.28	Decrease mainly due to lower net profit and relatively higher tax outgo.
8. Return on Net worth(%)	9.11	11.72	Decrease due to reduction in profit after tax despite increase in net worth.

India is experiencing a good growth in food categories in which Bambino Agro operates. Primary factors catalyzing this growth are urbanization, changing lifestyle and increase in working population whose disposable Income is rising and food preferences are changing. Pastas short cooking time, versatility and adaptability to various flavours have made it a healthy and convenient option for working professionals and families. Furthermore, the increasing presence of modem trade outlets, like supermarkets, hypermarkets, and e commerce platforms, has made products more accessible to a wider audience, including those in smallertowns and rural areas.

A review of the business

Indias rise as a World Superpower means increase in purchasing power of the middle class and urban consumer. The rise in nuclear families and working women has led to rise in healthy packaged foods in urban markets. This presents excellent very good growth opportunities in Pasta made from Khapli wheat lentils, millets and several other grains.

The rise in QuickCommerce (Blinklt Amazon, etc.) and our presence in said platforms resulted in capturing the younger population. This will catapult our reach in new Tier III and IV cities and towns, which QCom. will soon enter. The overall rise in younger agegroups and the middle classs easy access to internet presents a new demand segmentfor our products through digital channels.

However, a major challenge in the Indian market has been high price sensitivity among a large section of the population. While the market for premium and organic product varieties is growing, a significant portion of the population still prioritizes costeffective options.

Additionally, pasta as a meal is relatively new to many consumers in rural and smaller towns where traditional dishes dominate everyday eating habits. Our increased digital presence and new marketing campaigns address these limitations.

The rising global demand for nutritious, plantbased, and convenient foods has expanded international sales. We have a consistent performance across key export markets through targeted marketing and stronger distribution networks. Dalia and Soya are new categories that we have been building on for the past few years. We see a potential for step growth in these categories.

Complex regulatory environments across diverse export markets, geopolitical uncertainties and currency fluctuations affecting trade dynamics pose as our challenges.

We are tackling new players that have modern products, which are tailored to local tastes and preferences. The presence of domestic and global brands on online platforms has resulted in intense competition.

? in lacs

Particulars	31 st March, 2025	31st March, 2024
Total Revenue	36828.18	33261.20
Profit before tax	1395.95	1459.10
Net Profit	921.45	1092.92

Cautionary Statement

The statement in this "Management Discussion & Analysis" may be considered as "forward looking statements" within the meaning of applicable security laws or regulations. Actual results differ materially from those expressed or implied. Factors that could affect the companys operations include Indias demandsupply conditions, raw materials availability and prices, agricultural yield, government regulations and or litigations and court cases.

By Order of the Board of Directors Bambino Agro Industries Limited

Myadam Shirisha Raghuveer

Date; 28th August 2025 Chairperson and Managing Director

Place: Secunderabad DIN: 07906214

Corporate Governance Report

The Directors of Bambino Agro Industries Limited ("Company") have pleasure in presenting your Companys Report on Corporate Governance for the Financial Year 202425 in pursuant to Regulation 34(3) read with Schedule Vand other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 CSEBI Listing Regulation).

At Bambino Agro Industries Limited we believe in high standards of Corporate Governance. We place emphasis on internal control systems, accountability and compliance with all statutory and/or regulatory requirements. Corporate Governance is ongoing process and we are committed to practices that ensure transparency in operations and maximize shareholder value, transparency, integrity, honesty and accountability.

Ourframework ensures that we make timely disclosures share accurate information regarding our performance and meet the below requirements

Satisfy the spiritand letter ofthe law

Ensure transparency

Distinguish between personal conveniences and corporate resources

Communicate howthe company functions and operates as permitted by the statue

Have a structure that is driven solely by business needs

ManagementtoactastheMemberstrustee, not owner.

Responsible Corporate conduct is integral to any business. Such conducts form a part of our companys values and principles, across all levels.

An effective Board is a prerequisite of Good Corporate Governance practices. A wellinformed and independent Board is essential to bring objectivity and transparency in the workings of our company. Our Board of Directors is committed to function in such way, protect the longterm interests of all stakeholders and provide prudent guidance. As on 31st March, 2025 the Board consists of six (6) members, of which three (2) are female Executive/ Wholetime Directors, two (2) are NonExecutive Independent Directors and one (1) is a female NonExecutive Independent Director.

Ethics

Code of Conduct& Ethics forthe Board & Senior Management

Whistle Blower Policy

Corporate Social Responsibility Policy (CSR Policy)

Policy on Materiality of Related PartyTransaction

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI),

Code of Conduct to Regulate, Monitor & Report Trading by Insiders as per SEBI (Prohibition of Insider Trading) Regulation 2015

Policy on Prevention of Sexual Harassment

Board Diversity and Nomination & Remuneration Policy

Policy on determination of Materiality of Events

Policy and procedures for inquiry in case of leak of unpublished price sensitive information Appropriate Governance Structure with defined roles and responsibilities:

Our company has put in place an internal management structure with defined roles and responsibilities. Fellow

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Members appoint the Board of Directors, which in turn governs the company. The Board has constituted four (4) committees to discharge its responsibilities. The Company Secretary acts as the Secretary to all the Committees of the Board constituted under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time.The Chairperson & Managing Director (CMD) and Executive Directors (EDs) provide overall direction and guidance to the business. In the operations and functioning of the Company, the Chairperson and Managing Director is assisted by the Executive Directors and other seniorlevel executives.

Board Leadership

An enlightened Board fosters a culture of leadership, provide a longterm vision and policy framework to enhance the quality of governance. The Board regularly reviews compliance reports on Corporate Legislation, including: The Companies Act 2013, and its rules, applicable SEBI Acts and regulations and Labour Acts and regulations. The Boards actions and decisions prioritize the Companys best interests, with a commitment to sustainable value creation. We have established guidelines and a framework for Board and Committee meetings, ensuring informed and efficient decisionmaking.

The Board critically evaluates your Companys strategic direction, management policies and effectiveness. The agenda for the Boards review include: strategic review from each Board committee, annual strategic and operating plans, capital allocation and budgets, related party transactions, potential risks and mitigation measures, financial reportsfromtheCFOand business reports.

Frequent interactions enable the Board to set the agenda and provide a strategic roadmap forfuture growth.

2. BOARD OF DIRECTORS

a) Composition and category of Directors

The Board of your company bears the ultimate responsibility for the organization and administration of your company. It is vital to have a wellbalanced Board with a combination of Executive, NonExecutive and Independent Woman Directors on the Board of the Company to ensure Boards independence and effective management The Board Composition of your company is in conformity with the requirement of Section 149(4) of the Companies Act 2013 ("the Act") and Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as amended from time to time. As on 31 st March, 2025, the Board consists of Six (6) members, out of which Three (3) are Executive/Wholetime Women Directors, Two (3) are Non Executive Independent Directors and one (1) is Non Executive Independent Woman Director. The Board periodically evaluates the need for change in its composition and size.

None of the Independent Directors on the Board serve as an independent director in more than seven listed entities and none of the Directors on the Board is a member of more than 10 Committees excluding private limited companies, foreign companies and companies under Section 8 of the Companies Act 2013 ("the Act") or Chairman of more than 5 Committees as specified in Regulation 26 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, across all the Companies in which he/she is a Director. The Directors have made the necessary disclosures regarding Committee positions during the period under review. For the purpose of determination of limit of the Board Committees, Chairpersonship and Membership of the Audit Committee and Stakeholders Relationship Committee has been considered as per Regulation 26(1) (b) of SEBI Listing Regulations.

Roles, Responsibilities and Duties of the Board

The role, responsibilities and duties ofthe Board of Directors are crucial in ensuring effective governance and the sustainable growth of a company. Under the Securities and Exchange Board of India SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 166 ofthe Companies Act 2013, the Board has specific obligations to fulfil.

The primary role of the Board is to act as a fiduciary for the company, representing the interests of its stakeholders. The Board is responsible for providing strategic guidance and setting the overall direction and objectives of the company. It must exercise independent judgment and act in the best interests of the company while considering the interests of all stakeholders.

The responsibilities of the Board include:

1. Corporate Governance: The Board is accountable for maintaining high standards of corporate governance, ensuring transparency and adhering to legal and regulatory requirements. It must establish and monitor systems of internal control and risk management to safeguard the companys assets and reputation.

2. Strategy and Planning: The Board plays a crucial role in formulating the companys strategic plans, assessing risks and identifying opportunities. It approves annual budgets, business plans and major investment decisions. It also monitors the implementation of strategies and evaluates their effectiveness.

3. Oversight and Monitoring: The Board has a duty to oversee the companys management ensuring that it operates in a responsible and ethical manner. It appoints and evaluates the performance of key executives, including the CEO. The Board also reviews financial statements, internal audit reports and compliance with legal and regulatory obligations

4. Stakeholder Management The Board must consider the interests of various stakeholders, including shareholders, employees, customers, suppliers and the community. It should foster effective communication and engagement with stakeholders and address their concerns.

5. Risk Management: The Board is responsible for identifying and managing risks faced by the company. It should establish effective risk management policies and procedures, ensure appropriate insurance coverageand regularly review the effectiveness of risk mitigation measures.

6. Compliance and Disclosures: The Board ensures compliance with applicable laws, regulations and codes of conduct It oversees the disclosure of accurate and timely information to shareholders and other stakeholders, maintaining transparency and fairness.

In conclusion, the Board of Directors plays a critical role in the governance and management of a company. It has various responsibilities and duties including strategic planning, oversight risk management compliance and stakeholder management The SEBI (LO&DR) Regulations 2015 and Section 166 of the Companies Act 2013, provide a framework forthe Board to fulfill its obligations and ensure the companys sustainable growth and success.

Board Meeting Frequency and location:

The Board meets at least once a quarterto review the quarterly results and other items of the agenda. Whenever necessary, additional meetings are held. Committee meetings are held as stipulated in its charter or as prescribed in the Act and Listing Regulations, but at least one meeting of each committee is held in a financial year. In the case of business exigencies or urgency of matters, resolutions are passed by circulation. Video conferencing facility is provided to the Directors who are not able to attend the meetings, in person due to emergencies. The Board meetings venue is informed well in advance to all the Directors and invitees. Six (6) Board meetings were held during the year ended 31 st March, 2025 and the gap between any two meetings did not exceeded one hundred and twenty days.The said meetings were held on: 29th May, 2024,14th August ,2024,27thSeptember,2024,13th November,2024,25th November,2024and 13thFebruary,2025.

Agenda and relevant information to Directors:

The agenda for each Board / Committee meeting is circulated well in advance to the Directors. All material information is incorporated in the agenda facilitating meaningful and focused discussions in the meeting. Every Board / Committee Member is free to suggest items for inclusion in the agenda. Being a responsible environment friendly Company, agendas and other relevant documents / information to Board / Committee members are provided in secured electronic mode.

Selection of Independent Directors:

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/ profession and who can effectively contribute to the Companys business and policy decisions are considered by the Nomination and Remuneration Committee for appointment as Independent Director on the Board. The Committee, interalia, considers positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other Companies by such persons in accordance with the Companys Policy for Selection of Directors and determining Directors independence. The Committee evaluates the skills, knowledge and experience on the Board and on the basis of such evaluation, prepares 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. The Board considers the Committee s recommendation and takes appropriate decision.

Meetings of Independent Directors

Pursuant to Schedule IV of the Companies Act 2013 & Rules made there underand SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the independent directors of the Company shall hold at least one meeting in a year, without the attendance of nonindependent directors and members of the Management The meeting shall review the performance of nonindependent directors and the Board as a whole; review the performance of the Chairperson of the Board, taking into account the views of the executive directors and nonexecutive directors; assess the quality, quantity and timeliness of flow of information between the Management and the board that is necessary for it to effectively and reasonably perform its duties. One meeting of Independent Directors was held during the year i.e. on 13th February, 2025.

Succession planning

The Nomination and Remuneration Committee works with the Board on the leadership succession plan and also prepares contingency plans for succession in case of any exigencies ^*

Name of the Director	No. of Board Meeting		Attendance in last AGM held on 26th December, 2024
	Held	Attended
Myadam Shirisha Raghuveer, Chairperson and Managing Director	6	6	Y
Dr. Venkataraman Subramaniam (Cessation due to completion of tenure w.e.f 29.09.2024)	3	3	NA
Dr. Lalitha Ramakrishna Gowda (Cessation due to completion of tenure w.e.f 29.09.2024)	3	3	NA
Dr. Venkata Hymavathi Thota, Independent Director	3	3	Y
Dr. Anu Appaiah K A, Independent Director	3	3	Y
Ramchander vyasabhattu, Independent Director	6	6	Y
Prabhnoor Singh Grewal, Director Sales & Marketing	6	5	Y
Kothapalli Srinwasa Rao, Director Sales Administration	6	6	Y

* Dr. Lalitha Ramakrishna Gowda and Dr. Venkataraman Subramaniam Cessation due to completion of tenure as an Independent Director w.e.f. 29.09.2024.

Video conferencing facilities and other audiovisual means are provided to the Directors to participate In the meetings.

Name and number of other board of directors or committees in which a director is a member or chairperson as on 31 st March, 2025:

Name	No. of Directorships* (Including Bambino Agro)	Committee Memberships* (Including Bambino Agro Member Chairperson		Category of Directorship and name of the other listed Company(s) as on 31 032025
Mr. Ramchander Vyasabhattu	2	2	1	Avantel Limited (Non Executive Independent Director)
Mr. Anu Appaiah K A	2	1	1	NIL
Mrs. Venkata Hymavathi Thota	1	1	1	NIL
Wholetime Director
Ms. Myadam Shirisha Raghuveer	3	1	1	NIL
Mr. Prabhnoor Singh Grewal	1			NIL

The directorships held by directors as mentioned above, does not include directorships in Foreign Companies.

* In accordance with Regulation 26 of the Listing Regulations, Membership(s) / Chairmanship^) of only Audit Committees and Stakeholders Relationship Committees in all Public Limited Companies have been considered. ^•

Attendance and other details of Directors for the year ended 31 st March, 2025 as given below:

Name of Directors	Audit Committee Meeting	Nomination and Remuneration Committee Meeting	Stakeholders Relationship Committee Meeting	CSR Committee Meeting
Mr. Ramchander Vyasabhattu	4/4	3/3	8/8	1/1
Mr. Anu Appaiah K A	2/2		2/2
Mrs. Venkata Hymavathi Thota	2/2			1/1
Ms. Myadam Shirisha Raghuveer	4/4		8/8	1/1
Mr. Venkataraman Subramaniam	2/2	3/3	6/6
Mrs. Lalitha Ramakrishna Gowda	2/2	3/3

Four (4) Audit Committee Meetings were held on 29th May 2024, 14th August 2024,13th November 2024 and 13th February 2025

Three (3) Nomination and Remuneration Committee meetings were held on 29th May 2024,14th August 2024 and 27th September 2024

Eight (8) Stakeholders Relationship Committee meetings were held on 16th April 2024,24th April 2024, 29th April 2024, 4th May 2024, 14th August 2024, 27th September, 13th November 2024 and 13th February 2025

One (1) CSR committee meeting was held on 13th February 2025.

Code of Conduct Declaration

As provided under ScheduleV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors and the Senior Management Personnel have confirmed compliance with the Code of Conduct and Ethics forthe financial year ended 31 st March, 2025.

By Order of the Board of Directors Bambino Agro Industries Limited

Date: 28th August 2025 Place: Secunderabad

Myadam Shirisha Raghuveer

Chairperson and Managing Director DIN: 07906214