Banka Bioloo Ltd Directors Report

[For the financial year ended 31 March 2026]

Dear Shareholders,

Your directors have the pleasure of presenting the 14 th (Fourteenth) Annual Report, along with the audited financial statements (both standalone and consolidated), for the financial year ended 31 March 2026 (the year under review).

1. Financial Performance

The standalone and consolidated financial statements for the financial year ended 31 March 2026, forming part of this Annual Report, have been prepared in accordance with the applicable accounting standards.

Key highlights of the financial performance of your Company for the FY 2025-26 are provided below.

(Amount in Rupees Lakhs)

Particulars	Standalone		Consolidated
	Year Ended 31 March 2026	Year Ended 31 March 2025	Year Ended 31 March 2026	Year Ended 31 March 2025
Revenue (net) from Operations	5,975.76	5,500.03	5,709.24	5,417.35
Other Income	125.42	38.84	129.37	32.78
Total Income	6,101.18	5,538.87	5,838.61	5,450.14
Total Expenditure	6,093.85	5,758.63	5,838.50	6,333.83
Profit/Loss Before Exceptional Items and Tax	7.33	(219.76)	3.04	(880.86)
Profit/Loss Before Tax	(22.19)	(939.41)	(26.48)	(912.38)
Less: Tax Expenses	(60.40)	(9.77)	(65.79)	(21.51)
Net Profit	38.21	(929.64)	39.31	(890.87)

2. State of Affairs/ Companys Performance

Your directors wish to present the details of business operations done during the year under review.

Standalone Financial Performance

During the FY 2025-26, the Company achieved revenue from operations of Rs. 5975.76 Lakhs, compared to Rs. 5,500.03 Lakhs in the previous year, reflecting a growth of 8.65%. Further, the Company incurred a net profit of Rs. 38.21 Lakhs in FY 2025-26, as against the net loss of Rs. 929.64 Lakhs in the previous year, marking a significant increase in profitability.

Consolidated Financial Performance

The consolidated revenue for the FY 2025-26 stood at Rs. 5,709.24 Lakhs. The Company reported a consolidated net profit of Rs. 39.31 Lakhs for the same period.

3. Consolidated Financial Statements

The audited consolidated financial statements of your Company as on 31 March 2026, which form part of the Annual Report, have been prepared, pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI LODR Regulations/Listing Regulations), as amended from time to time, and also, as per the applicable Indian Accounting Standard (Ind AS), as notified by the Ministry of Corporate Affairs. The consolidated financial statements have been prepared based on the audited financial statements of the Company and its subsidiaries and associates, as approved by their respective Board of Directors.

4. Subsidiaries, Joint Ventures and Associates

The Company has one wholly-owned subsidiary, one subsidiary, and one associate company, as on 31 March 2026 as mentioned below.

SI. No. Name of the Subsidiary/ Joint Venture/Associate	Relationship	Date of Incorporation
1 Enzotech Solutions Private Limited	Wholly-owned Subsidiary	26/04/2006
2 Megaliter Varunaa Private Limited	Subsidiary	23/06/2022
3 Sai Banka SPV Private Limited	Associate, Company holds 50% of paid-up capital	26/02/2021

Your Company does not have any joint venture.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, including the consolidated financial statements, along with the relevant documents, and the separate audited financial statements in respect of subsidiaries, shall be made available to the Members of the Company/ Subsidiary Companies seeking such information at any point of time on the website of the Company at .

Further, the Companys policy on determining the material subsidiaries, as approved by the Board is uploaded on the Companys website, and available at httos://86b81c65-f203-415d-a38a-c3872ea4cbl6.filesusr.com/ugd/6e0681 fd3914c4352c435d9e205f8ba5clcf68.pdf

Further, Enzotech Solutions Private Limited, a wholly-owned subsidiary of the Company, on 4 September 2024, has approved the filing of an application under Section 6 read with Section 10 of the Insolvency and Bankruptcy Code, 2016, as a Corporate Debtor, to initiate a voluntary Corporate Insolvency Resolution Process (CIRP) before the Honble National Company Law Tribunal (NCLT), Chennai Bench. The application is yet to be approved by the NCLT, Chennai Bench.

Furthermore, post the financial year ended 31 March 2026, Megaliter Varunaa Private Limited has been identified as the Material Subsidiary for the FY 2026-27.

5. Report on Performance and Financial Positions of Subsidiaries, Associates and Joint Ventures

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (Act), a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is annexed herewith to as Annexure I.

6. Material Subsidiary:

As of March 31, 2026, based on the financial statements audited, your Company has identified Megaliter Varunaa Private Limited as an Unlisted Material Subsidiary. In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Policy for Determining Material Subsidiaries, which outlines the criteria for classification and governance of such entities.

The policy is available on the Companys website at: https://86b81c65-f203-415d-a38a-c3872ea4cbl6.filesusr.com/ugd/6e0681 fd3914c4352c435d9e205f8ba5clcf68.pdf

7. Change in Nature of Business

The Company is engaged in the activities of sanitation, fecal sludge, sewage, and wastewater treatment. During the year under review, there is no change in nature of business of your Company.

8. Material change and commitment, affecting financial position of the Company from the end of the financial year till the date of the report

There is no material change and commitment affecting the financial position of the Company that occurred between the end of the financial year ended 31 March 2026 and the date of the report, other than those disclosed elsewhere in this report.

9. Transfer to Reserves

The reserves for the financial year ended 31 March 2026, as per financial statements are as follows:

(Amount in Rupees Lakhs)

Net profit for the year	38.21
Balance of Reserve at the beginning of the year	2,173.24
Balance of Reserve at the end of the year	2,266.29

10. Dividend

Considering the financial requirement for business growth and debt servicing, your directors do not propose any dividend for the financial year ended 31 March 2026.

The Dividend Distribution Policy of the Company is also available on the Companys website at gd/8c91db d4da0ebf88b2421c9cc7f43c54320f9d.pdf

11. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

During the year under review, the Company was not required to transfer any unclaimed dividend in its accounts.

12. Share Capital

(i) Authorized Share Capital

As on 31 March 2026, the Authorized Share Capital of the Company stands at Rs. 15,00,00,000 (Rupees Fifteen Crores only), divided into 1,50,00,000 (One Crore and Fifty Lakhs) Equity Shares of Rs. 10 each (Rupees Ten only). During the year under review, there were no changes in the Authorized Share Capital.

(ii) Paid-up Share Capital

During the year under review, the Company allotted 48,225 (Forty Eight Thousand Two Hundred and Twenty Five) Equity Shares having face value of Rs. 10 each (Rupees Ten only), under Banka BioLoo Limited Employee Stock Option Plan - 2023. Consequently, the paid-up equity share capital of the Company increased to Rs. 10,92,24,320 (Rupees Ten Crores Ninety Two Lakhs Twenty Four Thousand Three Hundred and Twenty only) divided into 1.09.22.432 of Rs. 10 each (Rupees Ten only).

As a result of the above, as on 31 March 2026, the Paid-up Share Capital of the Company stands at Rs. 10,92,24,320 (Rupees Ten Crores Ninety Two Lakhs Twenty Four Thousand Three Hundred and Twenty only) divided into 1.09.22.432 Equity shares of Rs. 10 each (Rupees Ten only).

13. Employee Stock Option Scheme

Pursuant to the approval of members at the 11th Annual General Meeting held on 25 September 2023, the Company adopted Banka BioLoo Limited Employees Stock Option Plan - 2023 (Plan or ESOP Scheme 2023 or Scheme), in order to retain and incentivize key talent, for driving long-term objectives of the Company, and ensuring that employee payoffs match the long gestation period of certain key initiatives, whilst simultaneously fostering ownership behaviour and collaboration amongst employees.

The ESOP Scheme 2023 was implemented for the grant of options, not exceeding up to a maximum of 5,42,329 (Five Lakh Forty-Two Thousand Three Hundred and Twenty-Nine) employee stock options (Options), in one or more tranches, which shall be convertible into an equal number of Equity Shares of Rs. 10 (Rupees Ten only) each.

The Company obtained the in-principle approval for listing of 5,42,329 (Five Lakh Forty-Two Thousand Three Hundred and Twenty-Nine) Equity Shares of Rs. 10 (Rupees Ten only) each, from the National Stock Exchange (NSE) vide their letter No. NSE/LIST/37931 dated 30 October, 2023.

Further, pursuant to the approval accorded by the members of the Company in the 11th Annual General Meeting, the in-principle approval from NSE, and approval of the Nomination and Remuneration Committee (Compensation Committee) of the Company in their meeting held on 14 November 2025 and 30 December 2025, approved and granted 86,500 (Eighty Six Thousand and Five Hundred) and 21,000 (Twenty One Thousand) options respectively, to the eligible employees of the Company, aggregating to 1,07,500 (One Lakh Seven Thousand Five Hundred only) options.

Further, pursuant to the scheme, the Nomination and Remuneration Committee vide Circular resolutions passed on 20 June 2025, 9 October 2025 and 8 January 2026, approved the allotment of 9,900 (Nine Thousand and Nine Hundred), 8,750 (Eight Thousand and Seven Hundred and Fifty), and 29,575 (Twenty Nine Thousand Five Hundred and Seventy Five) Equity Shares of the Company of Rs. 10 (Rupees Ten only) each, to eligible employees on exercise of vested options under ESOP Scheme 2023.

During the year under review, there has been no material change in the ESOP Scheme 2023 and the same was in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations). Applicable disclosures as stipulated under the SEBI SBEB & SE Regulations with regard to ESOP Scheme 2023 is available on the website of the Company at and as Annexure VII.

Further, Company has obtained a certificate from M/s. P S Rao and Associates, Practicing Company Secretaries and Secretarial Auditors of the Company, in terms of Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, confirming that the ESOP Scheme has been implemented in compliance with Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is attached as Annexure VIII to this Report and is available for inspection by the members at the ensuing AGM.

14. Disclosure under Companies (Share Capital and Debenture) Rules, 2014

During the year under review, your Company has not altered/modified its authorised share capital, and has not issued any equity share with differential rights/ sweat equity shares.

During the year under review, your Company has not raised any fund through preferential allotment or qualified institutions placement.

Further, a detailed information has been disclosed under head Employee Stock Option Scheme to this Report.

15. Listing

The equity shares of your Company are listed on National Stock Exchange. The listing fee has been paid for the FY 2025-26.

16. Board Composition, Directors, and Key Managerial Personnel

Board of Directors

The Board of Directors of the Company is duly constituted. None of the directors of the Company are disqualified under the provisions of the Companies Act, 2013 or the SEBI Listing Regulations. The Board of Directors of the Company comprises 8 (Eight) directors, of which 4 (Four) are Executive Directors and 4 (Four) are Non-Executive Independent Directors. The composition of the Board of Directors is in compliance with the provisions of Section 149 of the Companies Act, 2013.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read with the Articles of Association of the Company, at least 2/3rd of the total number of directors of a public company shall be liable to retire by rotation, and l/3rd of such directors shall retire by rotation at every AGM. However, Independent Directors are out of the ambit of retiring by rotation.

As, Mr. Sanjay Banka (DIN: 0673260 0) was re-appointed by rotation in the 13 th Annual General Meeting, the Board proposed Mrs. Namita Sanjay Banka (DIN: 05017358), to be re-appointed by rotation.

Mrs. Namita Sanjay Banka (DIN: 05017358) retires by rotation in the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. A resolution seeking shareholders approval for her re-appointment, along with other required details, forms part of the Notice of the 14 th Annual General Meeting to the Annual Report.

Detailed information, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as an Annexure II to the Notice of 14 th Annual General Meeting.

Appointment and Cessation

During the year under review, following are the change(s) in Board composition:

Pursuant to the approval of the members of the Company at the 13 th Annual General Meeting held on 10 September 2025, the following appointments (including re- appointments) have been made:

Executive Directors

• Mr. Vishal Murarka (DIN: 06729485) has been re-appointed as Executive Director, designated as Chief Executive Officer (CEO) of the Company for a period of 3 (three) years, from 1 October 2025 to 30 September 2028 (both days inclusive), liable to retire by rotation.

Non- Executive Directors

• Dr. Basava Raju Dumpala (DIN: 03303947) has been re-appointed as Independent Director (Non-Executive) of the Company for the second term of 5 (five) years, from 17 September 2025 to 16 September 2030, not liable to retire by rotation.

• Ms. Aparajita Agarwal (DIN: 08789734) completed her tenure as a Non-Executive Independent Woman Director of the Company on 16 September 2025 and, consequently, ceased to hold office with effect from the close of business hours on that date.

• Mrs. Geeta Goti (DIN: 06866598) has been appointed as a Non-Executive Independent Woman Director for the first term of 5 (five) years, from 17 September 2025 to 16 September 2030, not liable to retire by rotation at the 13 th Annual General Meeting of the Company.

These appointments (including re- appointments) are in accordance with the applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

Company Secretary & Compliance Officer

• There has been no change in Company Secretary & Compliance Officer during the year under review. However, post the closure of the financial year, Mrs. Nitika Lakhotia (Membership No. A61192) has tendered her resignation from the post of Company Secretary & Compliance Officer with effect from the close of 30 April 2026.

• Ms. Srilakshmi Manjula Chaitanya Chunduru (Membership No. A76239) has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 26 May 2026.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Srilakshmi Manjula Chaitanya Chunduru (Membership No. A76239) as the Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company, w.e.f. 26 May 2026, in accordance with the provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI Listing Regulations.

Pursuant to the provisions of Section 2 (51), 203 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the Key Managerial Personnel of the Company are as follows:

S. No. Name of the Person	Designation	Remark(s)
1 Mr. Sanjay Banka	Whole-time Director designated as Executive Chairman	-
2 Mrs. Namita Sanjay Banka	Managing Director	-
3 Mr. Vishal Murarka	Whole-time Director designated as Chief Executive Officer	-
4 Mr. Akhilesh Kumar Tripathi	Whole-time Director	-
Mr. Lakkimsetty Venkata Naga b Padmanabham	Chief Financial Officer	-
6 Mrs. Nitika Lakhotia	Company Secretary & Compliance Officer	Resigned with effect from 30 April 2026.
7 Ms. Srilakshmi Manjula Chaitanya Chunduru	Company Secretary & Compliance Officer	Appointed with effect from 26 May 2026.

There was no other change in the composition of the Board and Key Managerial Personnel of the Company, apart from the changes mentioned above.

Declaration by the Independent Directors

The Company received necessary declarations under 149(7) of the Companies Act, 2013, from the Independent Directors, stating that they meet the prescribed criteria for independence as laid down in Section 149(6) of the Companies Act, 2013, and Regulation 16(l)(b) of the SEBI LODR Regulations. All Independent Directors affirmed compliance to the code of conduct for Independent Directors, as prescribed in Schedule IV to the Companies Act, 2013. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement, and without any external influence. The Independent Directors of the Company undertook requisite steps towards the inclusion of their names in the databank of Independent Directors, maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Opinion of the Board, with regard to integrity, expertise and experience of the independent directors appointed during the year

The Independent Directors of the Company are persons of integrity, eminent personalities having expertise/ experience in their respective fields/ professions. These Directors meet the criteria of independence, as specified in SEBI (LODR) Regulations, and were selected and appointed, based on well-defined selection criteria. The Nomination and Remuneration Committee considers, inter alia, key qualifications, skills, expertise and competencies, fulfilment of criteria for independence, while recommending to the Board, the candidature for appointment as Independent Director, to enable the Board to discharge its functions and duties, effectively.

17. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, and in relation to the audited financial statements of the Company for the financial year ended 31 March 2026, the Board of Directors, hereby, confirms that:

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

b) Such accounting policies, as mentioned in the notes to the financial statements, have been selected and applied consistently, and judgments and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of the Company at the end of the FY 2025-26, and of the profit or loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;

d) The annual accounts for the year 2025-26 have been prepared on a going-concern basis;

e) Those proper internal financial controls were in place, and that the financial controls are adequate and are operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws, were in place, and were adequate and operating effectively.

18. Annual Evaluation of Individual Directors, Committees and Board

Pursuant to the provisions of the Companies Act, 2013, and SEBI (LODR) Regulations, the Board carried out annual performance evaluation of its own performance, the directors, individually, Chief Financial Officer of the Company, as well as the evaluation of the working of its Board Committees.

The evaluation process was conducted by circulating a questionnaire to all Directors to obtain their responses. The questionnaire covered various aspects of the Boards functioning, including the adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and overall governance.

The Board took into consideration inputs received from the directors, covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual directors, including the Chairman 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.

After reviewing all responses, the Directors expressed satisfaction with the evaluation process. The results confirm that the Board and its Committees continue to function effectively, and that the performance of the Directors and the Chairman remains highly satisfactory.

Disclosure of Expertise / Skills / Competencies of the Board of Directors

The list of core skills / expertise / competencies identified by the Board of Directors of the Company, as required in the context of its business and sector(s) for it to function effectively, and those actually available with the Board, form part of the Corporate Governance Report.

19. Board Diversity

The Policy on Board Diversity of the Company devised by the Nomination and Remuneration Committee, and approved by the Board, is disseminated on the website of the Company under the weblink gd/8c91db 8ca92108cecl4b9ea6a2dbfc212a0edc.pdf

20. Code of Conduct and Declaration on Code of Conduct

Your Company has laid down a Code of Conduct for all Board members, senior management and Independent Directors of the Company, in line with the provisions of SEBI (LODR) Regulations and the Act. The said Code of Conduct is available on the website of the Company underthe weblink

Declaration in this regard forms part of the corporate governance report.

21. Committees of the Board

As on 31 March 2026, the Board has 4 (Four) committees, the details of committees are as follows.

Audit Committee

Audit Committee (AC) has been constituted in terms of Section 177 of Companies Act, 2013, and in terms of Regulation 18 of SEBI (LODR) Regulations. The composition of the Audit Committee, its terms of reference, detail of meetings of the AC, and such other details are provided in the Report on Corporate Governance, annexed to this Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

Nomination and Remuneration Committee

Nomination and Remuneration Committee (NRC) has been constituted in terms of Section 178 of Companies Act, 2013, and in terms of Regulation 19 of SEBI (LODR) Regulations. The composition of the Nomination and Remuneration Committee, its terms of reference, details of meetings of the NRC, and such other details are provided in the Report on Corporate Governance, annexed to this Report.

Stakeholders Relationship Committee

Stakeholders Relationship Committee (SRC) is constituted, in line with the provisions of Regulation 20 of SEBI (LODR) Regulations, and Section 178 of the Companies Act, 2013. The composition of the SRC, its terms of reference, details of the meeting of the SRC, and such other details are provided in the Report on Corporate Governance, annexed to this Report.

Operations Committee

Pursuant to approval of Audit Committee, the Board of Directors, w.e.f. 30 May 2024, constituted Operations Committee (OC), to delegate the powers to borrow monies and invest funds of the Company, pursuant to Section 179 of the Companies Act, 2013.

Further, the Board at its meeting held on 12 February 2026, enhanced the scope of powers delegated to the Operations committee. The composition of the OC, its terms of reference, details of the meeting of the OC, and such other details, are provided in the Report on Corporate Governance, annexed to this Report.

22. Establishment of Vigil Mechanism

The Company has adopted a Whistle Blower Policy, establishing a vigil mechanism to provide a formal mechanism to the directors and employees, to report concern about unethical behaviour, 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 provides direct access to the chairman of the Audit Committee, in exceptional cases. The whistle-blower policy is available on the website of the Company under weblink https://86b81c65-f203-415d-a38a-

c3872ea4cbl6.filesusr.com/ugd/6e0681 4de0222611d84e50b3884cee8d718b3b.pdf A brief note on the Whistle Blower Policy is provided in the Report on Corporate Governance, annexed.

23. Meeting of the Board of Directors

The Board meetings are, normally, held on a quarterly, and/or on-need basis. During the year under review, the Board of Directors met 6 (six) times. The maximum interval between any two meetings did not exceed 120 days. The details of the board meetings are given in Report on Corporate Governance, which forms part of this report.

Meeting of the Independent Directors

During the year under review, in accordance with the provision of Schedule IV of the Companies Act, 2013, and SEBI (LODR) Regulations, separate meeting of Independent Directors of the Company was held, and the details of the same have been provided under Corporate Governance Report, which forms part of this Board report.

Familiarization Programme for Independent Directors

All Independent Directors (IDs) inducted into the Board are provided an orientation on Company structure and Board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy. The Company familiarizes the IDs with the Company, their roles, rights, responsibilities in the Company, nature of the industry, in which the Company operates, etc., through various interactions, and an update on amendments or regulatory requirements and changes is given as part of Board meetings and familiarization programs. Details of the familiarization programs of the IDs are available under the weblink

24. Statutory Auditors

The members of the Company at the 12 th Annual General Meeting of the Company held on 8 August 2024, approved the appointment of M/s. B. D. Saboo & Associates, Chartered Accountants, (Firm Registration Number: 003505S), as Statutory Auditors of the Company, for a period of 5 (five) years, i.e., from the conclusion of 12 th Annual General Meeting till the conclusion of the 17 th Annual General Meeting of the Company.

M/s. B. D. Saboo & Associates, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their appointment is within the ceiling limit as prescribed under Section 141 of Companies Act, 2013 and relevant statute.

The Auditors Report on the financial statements of the Company for the FY 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer, and the notes to the financial statements, referred to therein are self-explanatory, thereby not requiring any further comment on the same. The Auditors have not reported any fraud in their report under Section 143(12) of the Act during FY 2025-26.

25. Secretarial Audit

Pursuant to Regulation 24A and other applicable provisions, if any, of the SEBI Listing Regulations, 2015, read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members of the Company at the 13 th AGM, approved the appointment of M/s. P. S. Rao & Associates, Practicing Company Secretaries, who hold a valid certificate of peer review issued by the Institute of Company Secretaries of India, as the Secretarial Auditors of the Company for first term of five consecutive years commencing from the FY 2025-26 to the FY 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026, prepared in accordance with the Companies Act, 2013, applicable Rules, and Regulation 24A of the Listing Regulations, is annexed to this Report as Annexure VI.

Further, there were no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Reports.

26. Maintenance of Cost Records/Cost Audit

For the FY 2025-26, your Company is not required to maintain cost records, as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is in respect of the activities carried on by the Company. Further, cost audit, as specified under Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, is not applicable.

27. Internal Auditors

The Board of Directors had, upon recommendation of the Audit Committee, appointed M/s. SMAB & Associates, Chartered Accountants (FRN: 022612S), as the Internal Auditors of the Company for FY 2025-26 in accordance with the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014.

The Internal Auditors submit their report quarterly to the Audit Committee. Based on the report of internal audit, management undertakes corrective action in the respective areas, and takes necessary steps to strengthen the levels of internal financial and other operational controls.

28. Internal Financial Control Systems and their Adequacy

The Company has adequate internal control systems and procedures, designed to effectively control its operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well-designed standard operating procedures (SOPs), considering the essential components of internal control, as stated in the Guidance Note on Audit of Internal Controls over Financial Reporting, issued by the Institute of Chartered Accountants of India. Internal Auditor conducts audit, covering a wide range of operational matters, and ensures compliance with specified standards. Planned periodic reviews are carried out by Internal Auditor. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors. Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the internal controls and systems followed by the Company.

29. Management Discussion & Analysis Report

The Management Discussion and Analysis Report, as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of the Annual Report.

30. Corporate Governance Report

Report on Corporate Governance is provided as Annexure V, and forms part of this report. A certificate from the practicing company secretary, regarding compliance with the corporate governance norms, as stipulated, is also annexed to the Report on Corporate Governance.

A certificate from M/s. P. S. Rao & Associates, Practicing Company Secretaries, confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

31. Annual Return

In terms of Section 92(1) and Section 92(3) of the Companies Act, 2013, read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company, has been prepared and made available on the website of the Company under the weblink httos://86b81c65-f203-415d-a38a-c3872ea4cbl6.filesusr.com/ugd/6e0681 598486cl4ca647248af82712cfl059bb.pdf

32. Particulars of Loans, Guarantees and Investments

As per the requirements of Section 186 and Section 134(3)(g) of the Companies Act, 2013, and Schedule V of SEBI Listing Regulations, 2015, we would like to inform that details of loans, guarantees, securities and investments made by the Company, are provided in Note Nos. 7,13, 37 and 40 to the standalone financial statements, forming part of the Annual Report.

33. Public Deposits

During the FY 2025-26, your Company has not accepted any deposit that falls within the scope of Section 73 and Section 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Further, there is no amount outstanding at the beginning of FY 2025-26, which can be classified as Deposits in terms of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014.

Furthermore, as per Rule 2(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, the Company has received the relevant declarations from the Directors of the Company have been furnished to the company at the time of giving the money. Further, the details of loans and advances provided by the Directors to the Company, are provided in Note No. 37 to the standalone financial statements, forming part of the Annual Report.

34. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details regarding energy conservation, technology absorption, foreign exchange earnings and outgo, as required by section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are provided as Annexure III, and form part of this report.

35. Particulars of Contracts or Arrangements with Related Parties

Information on transactions with related parties, pursuant to Section 134(3)(h) of the Companies Act, 2013, read with Section 188 and Rule 8(2) of the Companies (Accounts) Rules, 2014, pursuant to SEBI Listing Regulations, 2015, are given in Form AOC-2, and forms part of this report as Annexure II.

36. Significant and material orders passed by Regulators or Courts or Tribunals

During the year under review, there was no significant and material order passed by any regulator or court or tribunal, impacting the going concern status and Companys operations in future.

37. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

The Company is committed to provide a safe and conducive work environment to its employees, and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace, in line with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules made thereunder. Internal Committee (1C) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

During the financial year ended 31 March 2026, the Company did not receive any complaint pertaining to sexual harassment of employees. The Company complied with provisions relating to the constitution of 1C under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

\u2022 Complaints filed-	Nil
\u2022 Complaints disposed-	Nil
\u2022 Complaintspending-	Nil

38. Disclosures in respect of voting rights not directly exercised by employees

There is no share held by trustees for the benefit of employees, and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures), 2014, has been furnished.

39. Risk Management

Risk management is the process of identification, assessment and prioritization of risks, followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and/or impact of unfortunate events, to maximize the realization of opportunities. The Board oversees Companys processes for determining risk tolerance and review managements action and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through appropriate actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report, which forms part of Annual Report.

40. Industrial Relations

Your Directors are happy to report that the industrial relations have been cordial at all levels, throughout the year. Your Directors record their appreciation for all the efforts, support, and co-operation of all employees being extended from time to time.

41. Human Resources

Your Company considers its human resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered, and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

42. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder are not applicable to the Company during the year under review.

43. Proceeding under IBCand One-time Settlement of financial dues

As per the requirements of Rule 8(5)(xi) and (xii) of the Companies (Accounts) Rules, 2014 -

• No application made or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016;

• No one-time settlement of financial dues was made during the year under review.

44. Valuation

During the year, there was no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

45. Information to be Furnished under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The information required pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided under annexures, and forms part of this report as Annexure IV.

However, no employee is in receipt of the remuneration, as specified in Rule 5(2) of abovestated rule.

46. Disclosures, as required under Para A of Schedule V of SEBI (Listing Obligations and Disclosure) Requirements) Regulations, 2015

For the details of transaction(s) of your Company with entity(ies) belonging to the promoter/ promoter group, which holds more than 10% shareholding in the Company, as required under Para A of Schedule V of the SEBI (Listing Obligations and Disclosure) Requirements) Regulations, 2015, please refer to Notes No. 37 to the Standalone Financial Statements.

47. Code of Conduct

Declaration signed by the Chief Executive Officer stating that the members of Board of Directors and senior management personnel have affirmed compliance with the code of conduct of Board of Directors and senior management is annexed, and forms part of this report.

48. Insider Trading Regulations

Based on the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for the prohibition of insider trading, as approved by the Board, is implemented by the Company. The Company, also, adopts the concept of trading window closure, to prevent its directors, officers, designated employees, their relatives, from trading in the securities of the Company, at the time when there is unpublished price sensitive information.

During the year under review, the Board has appointed Mrs. Nitika Lakhotia, Company Secretary, as the Compliance Officer under the code. However, consequent upon her resignation, Ms. Srilakshmi Manjula Chaitanya Chunduru has been appointed as the Compliance Officer under the code with effect from 26 May 2026.

The Company has adequately maintained Structured Digital Database (SDD), as required under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

49. Disclosures with respect to the demat suspense account/unclaimed suspense account

Not Applicable, as the Company does not have any share in the demat suspense account or unclaimed suspense account.

50. Disclosures of Certain Types of Agreements binding listed entities

There is no such agreement binding the Company.

51. Secretarial Standards

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by The Institute of Company Secretaries of India, and approved by the Central Government.

52. Update of Email IDs for receiving Notices / Documents in Electronic Mode

Shareholders who have not registered their email IDs with the Company, are requested to register/update their email IDs with the Company or with their depository, through their depository participant, to enable the Company to deliver notices /documents through email.

53. Investor Complaint and Compliance

During the year under review, NO case was registered on SCORES Portal and Online Dispute Resolution (ODR) Portal ofSEBI from any investor of the Company.

54. Compliance under Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including the amendments introduced vide the Maternity Benefit (Amendment) Act, 2017. The Company provides all eligible female employees with maternity benefits including paid leave, and other prescribed entitlements as mandated under the Act.

Further, the Company has implemented the following in accordance with the law:

• Paid maternity leave of 26 weeks for eligible women employees.

• Ensured that no discrimination is made in recruitment or employment conditions on grounds of maternity.

• The Company remains committed to fostering a supportive and inclusive workplace that prioritizes employee well being and gender equity.

55. Other Disclosures

• The proceeds from the public issue were fully utilized by the Company, without any deviation or variation, before the beginning of previous FY 2024-25. During the year under review, your Company did not revise financial statement. During FY 2025-26, the Company did not raise any funds through preferential allotment or Qualified Institutions Placement. Accordingly, disclosure under Regulation 32(7A) of the SEBI LODR Regulations is not applicable.

• The financial statements for FY 2025-26 have been prepared as per the applicable accounting standards.

56. Acknowledgement

Your Directors place on record their gratitude to the central government, various state governments, and Companys bankers and advisors for the valuable advice, guidance, assistance, cooperation and encouragement they have extended to the Company from time to time. The Directors, also, take this opportunity to thank the Companys customers, suppliers and shareholders for their consistent support to the Company.

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

		By the Order of the Board
		For Banka BioLoo Limited
	Sd/-	Sd/-
	Sanjay Banka	Namita Sanjay Banka
Date: 13 August 2026	Executive Chairman	Managing Director
Place: Hyderabad	DIN: 06732600	DIN: 05017358