Bangalore Fort Farms Ltd Directors Report

To

The Members of

BANGALORE FORT FARMS LIMITED

Your Directors have pleasure in presenting the 58^th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended 31st March, 2025.

1. COMPANY OVERVIEW:

During the financial year ended 31st March 2025, your Company delivered another year of steady and resilient performance. The Gross Income stood at Rs.41.41 crores as compared to Rs.37.34 crores in the previous year, reflecting a healthy year-on-year growth of 10.9%. This progress has been driven by a combination of higher operational scale, disciplined cost management, and a sharper focus on strategic market positioning.

The Companys profitability also showed marked improvement. Profit Before Tax (PBT) rose to Rs.0.55 Crores in FY 2024 25 against Rs.0.48 Crores in FY 2023 24, an increase of 14.58%. Profit After Tax (PAT) stood at Rs.0.449 Crores as compared to Rs.0.34 crores in the previous year, registering a strong growth of 44.00%.

In line with its long-term strategy, the Company has chosen to retain the entire earnings to further strengthen the balance sheet and fund future expansion initiatives. Consequently, no dividend has been declared for the year under review.

The balance sheet continues to reflect robust growth. Total Assets increased from Rs.16.76 crores in FY 2023 24 to Rs.22.32 crores in FY 2024 25, demonstrating enhanced financial stability. The Net Worth also improved to Rs.8.22 crores as on 31st March 2025, as against Rs.7.70 crores in the preceding year.

Going forward, the Management remains committed to sustainable value creation by enhancing operational efficiencies, pursuing prudent financial policies, and making strategic decisions that are in the best interest of all stakeholders.

2. FINANCIAL HIGHLIGHTS:

	FY 2024-25 (Rs.	FY 2023-24 (Rs.
The financial Particulars
	Crores)	Crores)
Gross Income	41.41	37.34
Profit before Interest and Depreciation	1.64	1.29
Finance Charges	0.74	0.54
Profit before Depreciation	0.90	0.75
Provision for Depreciation	0.34	0.27

 

	FY 2024-25 (Rs.	FY 2023-24 (Rs.
The financial Particulars
	Crores)	Crores)
Profit before extraordinary item and tax	0.56	0.47
Add: Extraordinary Items	0.00	0.00
Profit before Tax (PBT)	0.56	0.47
Taxes:
- Current Tax	0.14	0.11
- Deferred Tax (Liability/Asset Reversed)	-0.07	0.01
- Tax in respect of earlier year	0.00	0.00
Profit After Tax (PAT)	0.49	0.34

3 . STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

During the year under review, the Company delivered a satisfactory performance in terms of revenue and profitability. The total revenue stood at Rs.41.41 crores, registering a growth of 10.91% over the previous years turnover of Rs.37.34 crores.

After accounting for administrative and other operating expenses, the Company reported a net profit of Rs.0.49 crores, as against Rs.0.34 crores in the previous financial year reflecting an encouraging increase of 44%.

The Board remains committed to enhancing operational efficiency and has already initiated several strategic measures aimed at strengthening performance. With these efforts, the Company is confident of achieving improved results in the years to come.

4 . TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES

ACT, 2013:

The company has not transferred amounts in the Reserves in terms of Section 134(3)(J) of the Companies Act, 2013. Your Company has a net worth of Rs.8.22 crore.

5 . DIVIDEND:

The Board of Directors of the Company, after considering holistically the relevant circumstances has not recommended any dividend for the current financial year with a view to conserve the profits generated.

6. SECURED LOANS:

The outstanding secured loan from the bank stood at Rs. 7.74 Crores as at 31st March 2025, as compared to Rs. 2.01 Crores in the previous year.

7 . CHANGE IN NATURE OF BUSINESS:

During the period under review, the Company has not changed its line of business in such a way that amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division.

8 . DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.

9 . SHARE CAPITAL:

There was no change in the share capital of the Company during the financial year under review.

As on March 31, 2025, the Authorised Share Capital of the Company stood at Rs.5,00,00,000/- (Rupees Five Crores only), divided into 50,00,000 (Fifty Lakhs) equity shares of Rs.10/- each.

The Issued, Subscribed and Paid-up Share Capital stood at Rs.4,79,94,000/- (Rupees Four Crores Seventy-Nine Lakhs Ninety-Four Thousand only), comprising 47,99,400 (Forty-Seven Lakhs Ninety-Nine Thousand Four Hundred) equity shares of Rs.10/- each, fully paid-up.

Further, during the year under review, the Company has not issued any shares with differential voting rights, stock options, or sweat equity shares.

10 . TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND

PROTECTION FUND:

There was no requirement during the year relating to unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company hence the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

11. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

12 . INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate Company as defined under the Companies Act, 2013. Hence, the disclosure in Form AOC-1 is not applicable.

13 . DEPOSITS:

The Company has not accepted any deposit from public falling under the ambit of Section 73 of the Companies Act, 2013 ("the Act") read with ‘Chapter V- Acceptance of Deposits by Companies, during the year under review.

14 . CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has historically adhered to the highest standards of ethics, transparency, and accountability in all its operations. In line with this philosophy, the Company has adopted a Policy on Related Party Transactions, which is in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the Companys website at the following link:

https://www.bangalorefortfarms.com/pdf/Policy-on-Related-Party-Transaction.pdf

During the financial year under review, the Company did not enter into any contracts or arrangements with related parties falling within the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the requirement of furnishing particulars in Form AOC-2 is not applicable, and hence the same has not been annexed to this Report.

15. ACCOUNTING METHOD:

The Annual Audited Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 ("the Act") and are prepared in accordance with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations/SEBI Listing Regulations"). The Financial Statements presented by the Company include the financial results of its subsidiary companies and joint ventures.

The Annual Audited Financial Statements of the Company are prepared on a going-concern basis.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard required a change in the accounting policy hitherto in use. The management evaluates accounting standards including any revision thereon on ongoing basis.

16. MATERIAL EVENT DURING THE YEAR:

CHANGE IN PROMOTERS / CONTROL OF THE COMPANY

During the year under review, a Share Purchase Agreement ("SPA") was executed on March 13, 2024, between the existing promoter, Revati Holdings Private Limited, and the Acquirers, namely M/s Genesis Trade Links Private Limited, Mr. Vikash Singh, and Mrs. Nitu Singh (collectively referred to as "Acquirers"), pursuant to which the Acquirers agreed to acquire 15,95,693 equity shares, representing 33.00% of the voting share capital of the Company, at a negotiated price of Rs.25.00 per share, aggregating to a total consideration of Rs.3,98,92,325.00.

This transaction has triggered the provisions of Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, including subsequent amendments ("SEBI SAST Regulations"). Accordingly, the Acquirers made an Open Offer to the public shareholders of the Company to acquire up to 12,47,844 equity shares, representing 26.00% of the voting share capital of the Company, at an offer price of Rs.28.50 per share, aggregating to a total consideration of Rs.3,55,63,554.00, payable in cash, in accordance with the pricing norms laid down under Regulations 8(1) and 8(2) of the SEBI SAST Regulations.

Swaraj Shares and Securities Private Limited was appointed as the Manager to the Offer under Regulation 12(1) of the SEBI SAST Regulations. Upon completion of the acquisition and the Open Offer formalities, there has been a change in control and management of the Company. The Acquirers have become the new promoters of the Company, and Revati Holdings Private Limited has ceased to be part of the promoter group.

17 . DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There has been Change in the constitution of Board during the year.

Composition of board of directors as on 31/03/2025 is as following:

Name	Din	Present Designation	Present Designation Appointment Date
Mr. Naba Kumar Das	02604632	Director	27 Sep, 2019
Mr. Mahendra Singh	07692374	Managing Director	18 Jun, 2024
Mr. Bidhan Chandra Roy	-	CFO	1 Aug, 2018
Mr. Sundeep Kumar Tayal	10196518	Director	30 Sep, 2023
Mrs. Shalini Srivastava	10951727	Additional Director	3 Mar, 2025

Pursuant to provisions Section 203 of the Companies Act, 2013 the Key Managerial Personnel (KMP) of the Company as on March 31, 2025 are:

S. No.	Name	Designation
1	Mr. Mahendra Singh	Managing Director
2	Mr. Bidhan Chandra Roy	Chief Financial Officer
3	*Mrs. Archana Singh	Company Secretary

*Notes: Mrs. Archana Singh, Company Secretary resign on 11.04.2025 whereas Mrs. Milan Bhatia appointed on 01.07.2025 as Company Secretary & Compliance Officer

Mrs. Mousami Sengupta appointed as Director 18.06.2024 resigns from Board on 06.03.2025.

Remuneration Policy: The Companys remuneration policy is directed towards rewarding performance, based on review of achievements. The remuneration policy is in consonance with existing industry practice. The Policy is available on the Companys website and can be accessed at: https://www.bangalorefortfarms.com/pdf/Remuneration%20Policy.pdf

18 . DECLARATION BY INDEPENDENT DIRECTORS:

a. The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

Your Company has received declaration from all the Independent Directors of your Company confirming that:

i) they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015;

ii) In accordance with Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations that could reasonably be expected to impair their ability to perform their duties with objective independence and without any external influence.

iii) The Board of Directors has reviewed and taken on record these declarations and confirmations after conducting a thorough assessment of their authenticity.

iv) The Board is of the opinion that the Independent Directors uphold the highest standards of integrity and possess the necessary expertise and experience to effectively fulfill their roles and responsibilities as Independent Directors.

v) The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Board and Senior Management as per Regulation 26(3) of SEBI Listing Regulations

vi) In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar ("IICA").

b. Statement Regarding Board Opinion with Integrity, Expertise and Experience (Including Proficiency) of the Independent Director:

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and that the Independent Directors appointed possess requisite qualifications, experience and expertise in Corporate Governance, Legal & Compliance, Financial Literacy, General Management, Industry Knowledge, Technology, Risk Management, Strategic Expertise and Sustainability and they hold highest standards of integrity and therefore the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

The Independent Directors have also confirmed that they have complied with the Companys code of conduct.

c. Separate Meetings of Independent Directors

In accordance with the provisions of Section 149(8) read with Schedule IV of the Companies Act, 2013, Regulation 25(3) and (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and applicable Secretarial Standards, a separate meeting of the Independent Directors of the Company was held on March 26, 2025. The meeting was conducted without the presence of Non-Independent Directors and members of the Management, as mandated.

All Independent Directors were present at the meeting. The purpose of this exclusive meeting was to provide a platform for Independent Directors to, inter-alia, discuss and evaluate:

The performance of Non-Independent Directors and the Board as a whole;

The performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;

The quality, quantity, and timeliness of the flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

In addition to the above agenda items, the Independent Directors deliberated on the overall governance framework, strategic direction, operational performance, compliance environment, and risk management practices of the Company. They also discussed matters arising out of Board and Committee meetings, including the effectiveness of internal controls and adequacy of Board disclosures.

The Independent Directors expressed satisfaction with the functioning of the Board, the performance of Executive and Non-Executive Directors, and the timely availability and adequacy of information shared by the Management.

Further, during the year under review, the Independent Directors had access to senior management, Statutory Auditors and Secretarial Auditor for discussions on matters of relevance. These interactions, both formal and informal, including those with the Chairman, ensured that the Independent Directors remained well-informed and engaged in the governance of the Company.

The meeting reaffirmed the Companys commitment to maintaining high standards of corporate governance and enabling Independent Directors to discharge their responsibilities effectively.

d. Following is the Independent Directors on the Board of Company:

S. No.	Name	Designation
1	Mr. Naba Kumar Das	Independent Director
2	Mr. Sundeep Kumar Tayal	Independent Director
3	Mrs. Shalini Srivastava	Independent Director

All the above Independent Directors meet the criteria of ‘independence prescribed under section 149(6) and have submitted their declarations to that effect.

19 . NUMBER OF MEETING OF BOARD OF DIRECTORS:

During the Financial Year 24-25, the Company held 7 (Seven) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings.

S. No.	Date of Meeting	Board Strength	No. of Directors Present
1	29.05.2024	3	3
2	18.06.2024	4	4
3	12.08.2024	4	4
4	14.11.2024	4	4
5	30.01.2025	4	4
6	10.02.2025	4	4
7	03.03.2025	5	5

Directors attendance of Board meeting for the financial year 24-25 is tabled below:

Dates	Mr. Mahendra Singh	Mr. Naba Kumar Das	Mr. Sundeep Kumar Tayal	Mrs. Mousami Sengupta	Mrs. Shalini Srivastava
29.05.2024	Present	Present	Present	-	-
18.06.2024	Present	Present	Present	Present	-
12.08.2024	Present	Present	Present	Present	-
14.11.2024	Present	Present	Present	Present	-
30.01.2025	Present	Present	Present	Present	-
10.02.2025	Present	Present	Present	Present	-
03.03.2025	Present	Present	Present	Present	Present

20 . AUDIT COMMITTEE:

I. Composition of Audit Committee

The Audit Committee of the Company has been duly constituted in accordance with the provisions of

Section 177 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee functions in line with the roles, responsibilities, and powers defined under the Companies Act, 2013 and SEBI Listing Regulations. Its duties include, but are not limited to, overseeing financial reporting, monitoring internal control systems, reviewing audit reports, and ensuring compliance with applicable laws and regulations. In addition to its statutory responsibilities, the Committee also undertakes such other functions and assignments as may be specifically delegated to it by the Board of Directors from time to time:

II. Role/ Functions of the Committee:

-Reviewing with management the annual financial statements before submission to the Board.

-Recommending the appointment and removal of auditors, fixation of audit fee and also approval for payment for any other services.

-Review of policies relating to risk management - operational and financial.

-Reviewing with the management, auditors and the adequacy of the internal control system.

III. Powers of the Committee:

-To investigate any activity within its terms of reference.

-To secure attendance of and seek any information from any employee including representative of the prime shareholders (subject to their internal approvals).

-Compliance with accounting standards.

-To obtain outside legal or other professional advice, if necessary.

-To secure attendance of outsiders with relevant expertise, if it considers necessary;

IV. The composition of the Audit Committee is given below:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Sundeep Kumar Tayal	Chairman	Independent Director
Mr. Naba Kumar Das	Member	Independent Director
Mr. Mahendra Singh	Member	Managing Director

V. During the Financial year 2024-25 company held 4 (Four) Meetings of the Audit Committee, details of which are summarized below:

DATES	Mahendra Singh Managing Director	Naba Kumar Das Independent Director	Sundeep Kumar Tayal Independent Director
29.05.2024	Present	Present	Present
12.08.2024	Present	Present	Present
14.11.2024	Present	Present	Present
10.02.2025	Present	Present	Present

The Company has laid down a policy on Audit Committee, which has been uploaded on the Company website. The web-link as required under the Act is as under:

https://www.bangalorefortfarms.com/pdf/Audit-Committee-Policy.pdf

21. NOMINATION AND REMUNERATION COMMITTEE: I. Composition of Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company has been constituted in accordance with the provisions of Section 178(1) of the Companies Act, 2013.

The Committee is responsible for formulating and recommending to the Board the policies relating to the remuneration of Executive Directors and Senior Management. It also reviews and recommends the remuneration payable to them, ensuring that it is aligned with their performance, qualifications, experience, and the defined evaluation criteria.

The Committee further ensures that the Companys remuneration practices are fair, transparent, and in line with industry standards.

II. The broad terms of reference of the Nomination and Remuneration Committee are as under:

-Recommend to the board the set up and composition of the board and its committees, Including the "formulation of the criteria for determining qualifications, positive attributes and independence of a director". The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

- Recommend to the board the appointment or reappointment of directors.

- Devise a policy on board diversity.

- On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.

- Provide guidelines for remuneration of directors on material subsidiaries.

III. The composition of the Nomination and Remuneration Committee is given below:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Naba Kumar Das	Chairman	Independent Director
Mr. Sundeep Kumar Tayal	Member	Independent Director Non-Executive
Ms. Mousami Sengupta	Member	Professional Director

IV. During the Financial year 2024-25 company held 2 (Two) Meetings of the Committee, details of which are summarized below:

DATES	Mousami Executive Director	Sengupta Non- Professional	Naba Kumar Das Independent Director	Sundeep Kumar Tayal Independent Director
18.06.2024	Present		Present	Present
03.03.2025	Present		Present	Present

The Company has laid down a policy on Nomination and Remuneration Committee, which has been uploaded on the Company website. The web-link as required under the Act is as under:

https://www.bangalorefortfarms.com/pdf/Remuneration%20Policy.pdf.

22. STAKEHOLDERS RELATIONSHIP COMMITTEE:

I. Composition of Stakeholders Relationship Committee

The Board of Directors of the Company has constituted Stakeholders Relationship Committee in order to align it with the provisions of Section 178 of the Companies Act, 2013. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

II. The broad terms of reference of the Stakeholders Relationship Committee are as under:

-To approve/refuse/reject registration of transfer/transmission of Shares in a timely manner;

- To issue the Share Certificates under the seal of the Company, this shall be affixed in the presence of, and signed by:

(i) Any two Directors (including Managing or Whole-time Director, if any), and

(ii) Company Secretary / Authorised Signatory;

-To authorize affixation of the Common Seal of the Company on Share Certificates of the Company; -To authorize to sign and endorse the Share Transfers on behalf of the Company; -To authorized Managers/Officers/Signatories for signing Share Certificates;

III. The composition of the Stakeholders Relationship Committee is given below:

Name of the Director	Position held in the Committee	Category of the Director Non-Executive Professional
Ms. Mousami Sengupta	Chairman	Director

 

Mr. Mahendra Singh	Member	Managing Director
Mr. Naba Kumar Das	Member	Independent Director
Mr. Sundeep Kumar Tayal	Member	Independent Director

IV. During the Financial year 2024-25 company held 1 (One) Meetings of the Committee, details of which are summarized below:

DATES	Mahendra Singh Managing Director	Naba Kumar Das Independent Director	Mousami Sengupta Non-Executive Professional Director	Sundeep Kumar Tayal Independent Director
29.05.2024	Present	Present	Present	Present

The Company has laid down a policy on Stakeholders Relationship Committee, which has been uploaded on the Company website. The web-link as required under the Act is as under:

https://www.bangalorefortfarms.com/pdf/Stakeholder-Relationship-Committee-Policy.pdf

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the following disclosures is provided below:

A. Ratio of remuneration of each Director to the median remuneration of employees:

Name of Director	Designation	Ratio of remuneration to median employee remuneration
Mr. Mahendra Singh	Managing Director	1: 7.18 The ratio of the remuneration of the Managing Director to the median remuneration of the employees of the Company
Mrs. Shalini Srivastava	Independent Director	N.A.
Mr. Naba Kumar Das	Independent Director	N.A.
Mr. Sundeep Kumar Tayal	Independent Director	N.A.
Ms. Mousami Sengupta	Non-Executive Professional Director	N.A.

B. Percentage increase in remuneration of each Director, CFO, CEO, CS in the financial year:

Name	Designation	% increase over last year
Mr. Mahendra Singh	Managing Director	No increase over last year
Mr. Bidhan Chandra Roy	Chief Financial Officer (CFO)	No increase over last year

 

Mrs. Archana Singh	Company Secretary (CS)	No increase over last year
Mrs. Shalini Srivastava	Independent Director	No increase over last year
Mr. Naba Kumar Das	Independent Director	No increase over last year
Mr. Sundeep Kumar Tayal	Independent Director	No increase over last year
Ms. Mousami Sengupta	Non-Executive Professional Director	N.A.

C. Median remuneration and employee count:

Median remuneration of employees during the financial year: Rs.1,20,000/- p.a.

Number of permanent employees on the rolls of the Company: 4

Average percentage increase in salaries of employees (excluding managerial personnel): N.A.

Comparison of remuneration of KMPs with company performance: no increase during the year

D. Top 10 employees in terms of remuneration drawn:

During the year under review, no employee was in receipt of remuneration exceeding the limits specified under Rule 5(2).

24. PERFORMANCE EVALUATION:

In compliance with the Companies Act, 2013 the performance evaluation of the Board was carried out during the year under review. The Company has prepared an annual performance evaluation policy for performance evaluation of Independent Directors, Board and the Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis report for the year under review, as stipulated under Regulation 34 of the SEBI LODR Regulations, 2015 with the Stock Exchange in India, is included in a separate section annexed to and forming part of the Directors report. Annexure-B.

26. INTERNAL CONTROL SYSTEM:

The Company has robust Internal Control Systems and processes in place for smooth and efficient conduct of business and it complies with relevant laws and regulations. It has well documented system of internal financial controls in place, in the form of delegation of powers, policies and procedures, manuals, guidelines that giver critical as well as important activities of financial and other operating functions. These are designed to ensure compliance to the internal financial controls and to ensure regulatory and statutory compliances as well as to provide highest level of corporate governance. Company has robust systems and processes in place for smooth, effective and efficient conduct of business operations, reliability of financial reporting, safeguarding of assets and compliance with relevant laws and regulations.

In order to ensure that all checks and balances are in place and all internal control systems are in order, regular and exhaustive internal audits are conducted by the experienced firms of Chartered Accountants in close co-ordination with the Companys own Senior Officials Besides, the Company has one committee of the Board viz. Audit Committee to keep a close watch on compliances with Internal Control Systems and their adequacy.

Your Company has an efficient system of internal controls for achieving the following business objectives: -

Efficiency and effectiveness of business operations;

Safeguarding of assets from unauthorized access, use and disposition;

Accuracy and promptness of financial reporting

Compliance with the laid down policies and procedures; and

Compliance with various laws and regulations.

27 . DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(f) 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.

28 . FRAUD REPORTING:

There were no frauds reported by the auditor during the year under sub-section (12) of section 143 other than those which are reportable to the Central Government.

29 . ANNUAL RETURN:

In compliance to provisions of section 134 (3) (a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act as prepared in Form No. MGT 7 is placed on the website of the company, weblink of the same is

https://www.bangalorefortfarms.com/investor-relations/

30. CORPORATE SOCIAL RESPONSIBILITIES (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the rules made thereunder, the threshold criteria prescribed for the applicability of Corporate Social Responsibility are not met by the Company during the financial year under review. Accordingly, the Company is not required to constitute a Corporate Social Responsibility Committee or undertake any CSR activities.

Consequently, the disclosure requirements specified under Section 134(3)(o) of the Companies Act, 2013 and Rule 8 of the Companies (CSR Policy) Rules, 2014 are not applicable to the Company for the financial year under review.

31 . ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

EARNINGS AND OUTGO:

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken or impact on conservation of energy: Not Applicable.

(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Not Applicable.

(iii) Capital investment on energy conservation equipment: Nil

(B) Technology absorption:

(i) Efforts, in brief, made towards technology absorption: Nil

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Nil

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: Nil

(a) Details of technology imported: N.A.

(b) Year of import: N.A.

(c) Whether the technology been fully absorbed: N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: N.A.

(iv) The expenditure incurred on Research and Development: N.A.

(C) Foreign exchange earnings and Outgo

Earnings	Nil
Outgo	Nil

32 . BUSINESS RISK MANAGEMENT:

The Company has a Business Risk Management framework designed to identify and mitigate risk that has the potential to materially impact its business objectives and maintains a balance between managing risk and exploiting the opportunities. The approach of Risk Management is defined across the Company at various levels, including documentation and reporting, interspersed with diverse risk models to help identify risk trends, exposure and potential impact analysis at the corporate level.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

The Company has not identified any element of risk which in the opinion of the Board may threaten the existence of the Company. However, a risk management framework is in place to ensure timely identification, analysis, and mitigation of internal and external risks.

33 . SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS:

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

34 . AUDITORS:

Statutory Auditors & their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Amit Ray & Co., Chartered Accountants (Firm Registration No. 000483C), were appointed as the Statutory Auditors of the Company at the Annual General Meeting (AGM) held on 30.09.2023 to hold office for a term of five (5) consecutive years, until the conclusion of the 61st AGM of the Company.

The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company under Section 141 of the Companies Act, 2013. They have also subjected themselves to the Peer Review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of ICAI.

The Board notes that the Auditors Report on the standalone financial statements of the Company for the financial year ended March 31, 2025, does not contain any qualifications, reservations, adverse remarks, or disclaimers. The observations, if any, made by the Auditors in their report, read together with the notes to the accounts, are self-explanatory and therefore do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

Cost Auditor

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the company.

Secretarial Auditor

According to the provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed

M/s. Mukesh Chaturvedi, Company Secretary Kolkata, to undertake the Secretarial Audit of the Company for the financial year ended 2025.

The Secretarial Audit Report Submitted by M/s. Mukesh Chaturvedi, Company Secretary, Kolkata, for the financial year ended 2025 in the prescribed form MR-3 is annexed to the report as Annexure-A.

The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.

In accordance with the recent amendments to the Listing Regulations, the Board has recommended to the members for their approval, appointment of M/s. Mukesh Chaturvedi, Company Secretary, Practising Company Secretary, as the Secretarial Auditor of the Company, for the financial year 2025-26.

Internal Auditor

As per provisions of Section 138 of the Companies Act, 2013, the Board with the recommendation of the audit committee has appointed M/s. Bharadwaj & Co. (FRN: 326709E), Kolkata to undertake Internal Audit of the Company. The Internal Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

35 . DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED

UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No corporate insolvency resolution process is initiated against your Company under Insolvency and Bankruptcy Code, 2016 (IBC).

36. DEPOSITORY SYSTEM:

The Equity Shares of the Company are available for dematerialisation with National Securities Depository Limited (NSDL) and Central Depository Securities Limited (CDSL) under ISIN INE578R01011.

43,77,731 shares (i.e. 91.21%) of Equity Shares of the Company are in Demat form as on 31.03.2025.

37. RECONCILIATION OF SHARE CAPITAL AUDIT:

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

38 . DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the year the Company has not failed to execute any corporate action.

39 . STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL

STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

40 . DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti-sexual harassment policy in line with the requirements of the sexual harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further the company was committed to providing a safe and conducive work environment to its employees during the year under review. Your Directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Summary of sexual harassment complaints received and disposed of during the financial year: - No. of complaints received: 0 No. of complaints disposed of: 0 No. of complaints pending: 0

No. of complaints unsolved: 0

The policy on prevention of Sexual Harassment is available on the website of the Company at the weblink

https://www.bangalorefortfarms.com/pdf/Policy%20on%20Prevention%20of%20Sexual%20Harassm ent%20at%20workplace.pdf

41. DISCLOSURE OF POLICIES UNDER THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS:

In accordance with the requirements laid down under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board of Directors of the Company has adopted and implemented various policies to ensure transparency, accountability, and good corporate governance practices across all levels of the organization.

These policies govern critical areas such as risk management, related party transactions, insider trading, whistle blower mechanism, code of conduct, and other statutory and regulatory requirements applicable to listed companies.

To promote ease of access and enhance stakeholder awareness all such policies as approved by the Board of Directors are made available on the Companys official website. Stakeholders and Members of the Company can view and download these policies through the following link: www.bangalorefortfarms.com.

The Company is committed to periodically reviewing and updating these policies to ensure ongoing compliance with applicable laws and to reflect emerging best practices in corporate governance. These efforts reinforce Companys dedication to responsible and ethical business conduct while fostering stakeholder confidence.

42. CERTIFICATE FOR NON-DISQUALIFICATION OF DIRECTOR:

In accordance with Regulation 34(3) and Schedule V Para C, Clause 10 (i) of the SEBI (LODR) Regulations, the Company had sought a certificate from the M/s. Rahul Srivastava & Co, Practicing Company Secretaries, Address: 23 N.S. Road, Fortuna Tower, 11^th Floor, Kolkata 700001, confirming that none of the Directors on the Board of the Company have been debarred or disqualified

from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

The Certificate on Non-Disqualification of Directors to is published in the Annual Report and marked as Annexure-C.

43 . VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behaviour, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Your Company has in place a whistle blower policy and the same is uploaded on the website of the Company and the web-link

https://www.bangalorefortfarms.com/pdf/Whistle%20Blower%20Policy.pdf

All the Board of Member as well as senior management personnel have affirmed compliance with the Code of Conduct for the Financial Year ended on March 31, 2025.

Code of Conduct Declaration by Managing Director

The Managing Director of the Company has confirmed that all the members of the Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the financial year ended 31st March, 2025.

44. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a comprehensive Code of Conduct for Prevention of Insider Trading in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, to regulate, monitor, and report trading in the Companys securities by its Directors and designated employees.

The Code mandates pre-clearance of trades in the Companys shares and prohibits trading by Directors and designated persons while in possession of Unpublished Price Sensitive Information (UPSI) or during periods when the Trading Window is closed.

The Board of Directors is responsible for overseeing the implementation of the Code and ensuring compliance. All Directors and designated employees have confirmed adherence to the provisions of the Code during the financial year under review.

Your Company has in place a Code of Conduct applicable to the Board of Member as well as senior management personnel and the same is uploaded on the website of the Company and the web-link

https://www.bangalorefortfarms.com/pdf/CODE_OF_CONDUCT.pdf

45. GRIEVANCE REDRESSAL MECHANISM AND ONLINE DISPUTE RESOLUTION (ODR) FRAMEWORK:

Pursuant to SEBI Circular dated 31st July, 2023, and subsequent circular dated 20th December, 2023, read with the Master Circular dated 11th August, 2023, shareholders are advised to first take up theirgrievances directly with the Company or its Registrar and Share Transfer Agent (RTA) by lodging a complaint with the concerned entity.

If the grievance is not satisfactorily resolved, shareholders may escalate the same through the SCORES Portal (SEBI Complaints Redress System), in accordance with the process laid down under the SCORES guidelines.

Only upon exhausting all available avenues for redressal, and if the shareholder remains dissatisfied with the resolution, they may initiate dispute resolution through the Online Dispute Resolution (ODR) Portal as prescribed by SEBI.

Shareholders of Bangalore Fort Farms Limited are requested to kindly take note of this process and ensure compliance with the same while raising any investor grievance

46.WEBSITE:

The Company has a functional website addressed as www.bangalorefortfarms.com. Website contains all basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

47. OTHER GENRAL DISCLOSURES:

Your directors state the during the financial year under review:

a) Disclosure under section 43(a)(ii) of the Companies Act, 2013: The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Disclosure under section 54(1)(d) of the Companies Act, 2013: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.;

c) Disclosure under section 67(3) of the Companies Act, 2013: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

d) Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one-time settlement: There was no instance of a one-time settlement with any Bank or Financial Institution.

e) The Company has registered itself on Trade Receivables Discounting System platform (TReDS) through the service providers Receivables Exchange of India Limited. The Company complies with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the prescribed timelines.

f) There is no Raising of funds through preferential allotment or qualified institutions placement;

g) Compliances of Secretarial Standards: The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings; h) Technology and Quality: Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight.

i) The Company has not issued any debentures during the financial year 2024-2025.

j) SEBI complaints redress system (SCORES): The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action.

48. CEO/CFO CERTIFICATION REGULATION 17(8):

The certificate under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, signed by the Managing Director and CFO of the Company has been annexed as Annexure-D.

49. OTHER REPORTS FORMING PART OF BOARDS REPORT:

The following reports forming part of the Boards Report are enclosed: Secretarial Audit Report MR-3 as Annexure-A

Management Discussion and Analysis (MDA) Report as Annexure-B Certificate of Non-disqualification of Director as Annexure-C

CEO/CFO Certification Regulation 17(8) as Annexure-D.

50.CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

51 . MSME COMPLIANCE:

There were no trade payable pending during the period for more than 45 Days under review.

52 . CAUTIONARY STATEMENT:

The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

53 . ACKNOWLEDGEMENT:

The Board of Directors places on record its sincere appreciation for the continued co-operation and support extended to the Company by the Bombay Stock Exchange (BSE) and Calcutta Stock Exchange (CSE), the Securities and Exchange Board of India (SEBI), the Statutory Auditors, Internal Auditors, Legal Advisors, Consultants, and all other intermediary service providers and investors who have consistently supported the Company in its operations and governance.

The Board also gratefully acknowledges the assistance and encouragement received from various

Central, State, and Local Government authorities, Regulatory Bodies, Bankers, and Members of the Company, whose continued support has been instrumental in the Companys sustained performance.

The Directors take this opportunity to express their deep appreciation for the commitment, hard work, and

dedication exhibited by all employees across levels, whose efforts have been pivotal in driving the Companys growth and progress during the year under review.

The Annual Report, including the Boards Report and the Management Discussion and Analysis Report, may contain certain statements that are forward-looking in nature, within the meaning of applicable securities laws and regulations. These statements represent the Companys current expectations, intentions, or forecasts and are based on certain assumptions and expectations of future events. However, actual results may differ materially from those expressed or implied in such forward-looking statements. Various factors could impact the Companys operations and performance, including but not limited to changes in market demand and supply conditions, regulatory and policy changes, foreign exchange rate fluctuations, and modifications in tax laws or government regulations.

The Company undertakes no obligation to publicly revise or update any forward-looking statements, whether as a result of new information, future developments, or otherwise.

For & on behalf of the Board of Directors

BANGALORE FORT FARMS LIMITED

Mahendra Singh
	Shalini Srivastava
DIN: 07692374
	DIN: 10951727
Managing Director
	Director
Date: 26.08.2025
Place: Kolkata