Beekay Niryat Ltd Directors Report

To,

The Members of

Agribio Spirits Limited

(Formerly known as Beekay Niryat Limited)

Your Directors have immense pleasure in presenting the 50^th Annual Report on the business and operations of your Company together with Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2025.

1. Financial Highlights

The highlights of the financial position for the year as compared to the corresponding period in the previous year are given below;

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	2007.50	2105.82	2007.50	2105.82
Other Income	74.67	79.95	74.67	79.95
Total Income	2082.17	2185.78	2082.17	2185.78
Purchases	1797.46	1991.68	1797.46	1991.68
Employee Benefit Expenses	4.49	3.36	4.49	3.36
Administration and Other Expenses	124.96	56.13	97.65	33.87
Sub-Total	1926.91	2051.17	1899.60	2028.91
Profit before Interest, Depreciation and Tax	182.56	156.85	182.57	156.87
Depreciation and Amortization Expense	8.97	11.55	8.97	11.55
Profit before Interest and Tax	173.59	145.3	173.60	145.32
Finance Cost	18.34	10.70	18.34	10.70
Share of Profit/ (Loss) of Associates	-	-	252.31	209.15
Profit Before Tax & Extraordinary Items	155.25	134.6	407.56	343.75
Tax Expense
-Current Tax	39.86	34.89	39.86	35.60
-Deferred Tax Liability/(Assets)	0.95	1.38	-1.31	-8.70
Net Profit for the Year	114.44	97.62	369.01	316.85

The financial statements for the financial year 2024-25 of the company are prepared in accordance with relevant Indian Accounting Standards (Ind-AS) issued by the Institute of Chartered Accountants of India and form part of this Annual Report as notified by the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("The SEBI Listing Regulations").

Standalone Financial Results

During the Financial Year (FY) 2024-25, the Company has achieved a total income of Rs 2082.17 Lakhs as compared to Rs 2185.78 Lakhs in FY 2023-24. The profit before interest & tax for FY 2024-25 stood at Rs 173.59 Lakhs compared to Rs 145.3 Lakhs achieved in FY 2023-24. The net profit after tax stood at Rs 114.44 Lakhs for FY 2024-25 as compared to Rs 97.62 Lakhs for the previous year.

Consolidated Financial Results

During the Financial Year (FY) 2024-25, the Company has achieved a total income of Rs 2082.17 Lakhs as compared to Rs 2185.78 Lakhs in FY 2023-24. The profit before tax & Extraordinary item for FY 2024-25 stood at Rs 407.56 Lakhs compared to Rs 343.75 Lakhs achieved in FY 2023-24. The profit after tax stood at Rs 369.01 Lakhs for FY 2024-25 as compared to Rs 316.85 Lakhs for the previous year.

2. Change in the Nature of Business, if any

During the financial year 2024-25, the Objects Clause of the Memorandum of Association of the Company was amended, by way of a Special Resolution passed by the Shareholders at the last Annual General Meeting of the Company held on September 26, 2024. The amendment was done with a view to, inter-alia, enable the Company to enlarge its area of operations and carry on business economically and efficiently.

3. Share Capital

Authorized Share Capital

As on the date of this report the Authorised Share Capital of the Company is Rs 11,00,00,000/- divided into 1,10,00,000 Equity shares of Rs 10 each.

The authorized share capital of the company was increased from Rs 8,00,00,000/- divided into 80,00,000 Equity shares of Rs 10 each to Rs 11,00,00,000/- divided into 1,10,00,000 Equity shares of Rs 10 each in the Annual General Meeting held on September 26, 2024.

Paid-up Share Capital

Pursuant to the shareholders approval received at the 49^th Annual General Meeting held on September 26, 2024, your company has issued 9,75,000 Equity shares and 22,25,000 Warrants convertible into 1 (one) fully paid-up equity share of the Company of face value of INR 10/- each for an aggregate consideration of up to Rs 16.32 crore.

Your Company had received minimum 25% of the funds towards warrant subscription and the funds received from proceeds of issue of equity shares and warrants were fully utilized as per the Objects stated in the Offer Document.

During the year under review, the company has made following allotment of equity shares through conversion of Warrants into Equity Shares on preferential basis to non-Promoter Category:

a) 975000 equity shares of Rs. 10/- each at a price of Rs. 51/- per share on October 14, 2024 to non-promoters

b) 200000 equity shares of Rs. 10/- each at a price of Rs. 51/- per share on November 14, 2024 to non-promoters

c) 305000 equity shares of Rs. 10/- each at a price of Rs. 51/- per share on December 7, 2024 to non-promoters

d) 820000 equity shares of Rs. 10/- each at a price of Rs. 51/- per share on December 31, 2024 to non-promoters

e) 300000 equity shares of Rs. 10/- each at a price of Rs. 51/- per share on February 7, 2025 to non-promoters

f) 25000 equity shares of Rs. 10/- each at a price of Rs. 51/- per share on February 14, 2025 to non-promoters

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2025 was Rs. 10,30,92,370/- divided into 103,09,237 Equity shares of Rs 10/- each.

The Company has not issued shares with differential voting right neither granted any stock options nor sweat equity shares during the financial year under review.

4. Change in the Name of Company

The shareholders of your company by means of Special Resolution passed in 49^th Annual General Meeting of Company held on September 26, 2024 approved change in name of the Company from Beekay Niryat Limited to Agribio Spirits Limited. The name change symbolizes the Companys broader vision, emphasizing growth and transformation in alcohol manufacturing sector.

The Ministry of Corporate Affairs, Central Processing Centre, Manesar, has issued a fresh certificate of incorporation dated November 15, 2024 confirming change in the name of your Company from Beekay Niryat Limited to Agribio Spirits Limited effective from November 15, 2024.

5. Dividend

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) the Board of Directors of the Company (the Board) has adopted a Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to shareholders and/or retaining profits earned by the Company. The Policy is available on the Companys website at https://beekavnirvat.com/downloads.html.

In line with the above policy, your directors have recommended a final dividend of 0.25 paise (i.e. 2.5%) per equity share of face value of Rs 10 each for FY25. The proposed final dividend pay-out will amount to Rs 27.21 Lacs. The payment of final dividend is subject to approval of the shareholders at the 50th Annual General Meeting ("AGM") of the Company. The dividend payout is in accordance with the Companys dividend distribution policy.

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

6. Transfer to Reserves:

As permitted under the provisions of Companies Act, 2013, (the Act), the Board does not propose to transfer any amount to general reserve for the Financial Year 2024-25.

7. Scheme of Arrangement/Amalgamation

The Board of Directors has approved the Scheme of Merger by Absorption of Agribiotech Industries Limited ("ABIL" or the "Transferor Company") with Agribio Spirits Limited ("ASL" or the "Transferee Company") and their respective shareholders, at its meeting held on December 31, 2024. The Scheme has been approved in accordance with the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the rules framed thereunder, with effect from the Appointed Date of October 1, 2024. The Company has filed stock exchange application with BSE to obtain their No-objection letters. The No Objection Certificate (NOC) from SEBI and the Stock Exchanges is currently awaited.

8. Disclosure Regarding Shares

The Company has not issued any Sweat Equity, Bonus Shares, ESOPS, equity shares with differential rights and also not bought back any of its securities during the year under review.

9. Board of Directors & Key Managerial Personnel

Effective from April 01, 2025 your Companys Board has 6 (six) members comprising of One Executive Director, Three NonExecutive & Non-Independent Directors including one Woman Director and Two Independent Directors. The details of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the members of Board are detailed in the Board of Directors section of this Annual Report.

a) Appointment/ Cessation of Directors/KMPs:

Based on the recommendation of the Nomination and Remuneration Committee, the Audit Committee, and the Board of Directors of the Company and subject to such other sanctions/approvals, as may be necessary or required, members of the Company through Postal Ballot held on November 25, 2024 have appointed Mr. Ratan Singh (DIN: 06818520) as a Managing Director, liable to retire by rotation, for a period of Five years with effect from November 28, 2024.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Ashutosh Bajoria (DIN: 01399944) as Non-Executive & Non -Independent Director of the company and appointment of Mr. Kamal Kishor Sharma (DIN: 10611254) as Non-Executive & Independent Director of the company w.e.f. May 15, 2024 through the Postal Ballot of the company.

Mr. Pankaj Sharma has resigned from the position of Chairman and Non-Executive Director w.e.f May 30, 2025.

The list of Directors of the company is provided below:

Sr. No Name of the Director	Designation
1. Mrs. Puja Bajoria*	Non-Executive Director
2. Mr. Ratan Singh**	Managing Director
3. Mr. Ashutosh Bajoria***	Non-Executive Director
4. Mr. Kamal Kishor Sharma****	Independent Director
5. Mr. Nitin Ghanshyam Hotchandani	Independent Director
6. Mr. Pankaj Sharma*****	Non-Executive Director

*Change in Designation of Mrs. Puja Bajoria from Managing Director (Executive) to Non-Executive Director on October 19, 2024

**Mr. Ratan Singh was appointed as the Managing Director of the company w.e.f November 28, 2024

*** Mr. Ashutosh Bajoria was appointed as the Non-Executive Director of the company w.e.f May 15, 2024

**** Mr. Kamal Kishor Sharma was appointed as the Independent Director of the company w.e.f May 15, 2024

***** Mr. Pankaj Sharma has resigned from the position of Chairman and Non-Executive Director w.e.f May 30, 2025

b) Woman Director

The Company have Mrs. Puja Bajoria (DIN: 07018123) as Woman Director in the Board of the Company as per the requirement of Section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

c) Key Managerial Personnel

As on the date of this report, following are the Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act:

Sr. No Name of Key Managerial Personnel	Designation
1. Mr. Ratan Singh*	Executive- Managing Director
2. Mr. Gaurav Somani**	Chief Financial Officer
3. Ms. Madhuri Dhanopia***	Company Secretary cum Compliance Officer

* Mr. Ratan Singh appointed as Managing Director of the company w.e.f. November 28, 2024 and designation of Mrs. Puja Bajoria from Executive- Managing Director of the company to Non-Executive Non- Independent Director of the Company w.e.f. October 19, 2024.

**Mrs. Suman Agrawal resigned from the post of Chief Financial Officer of the company w.e.f. October 24, 2024 and Mr. Gaurav Somani were appointed as Chief Financial Officer of the Company w.e.f. October 24, 2024.

***Ms. Versha Goyal resigned from the post of Company Secretary and Compliance Officer of the company w.e.f. March 28, 2025 and Ms. Madhuri Dhanopia were appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 10, 2025.

d) Director retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Puja Bajoria (DIN: 07018123), Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board and Nomination and Remuneration Committee recommended her reappointment to the shareholders of the Company at the ensuing Annual General Meeting.

10. Deposits:

During the year under review, your Company has not accepted any deposit covered under Chapter V of the Act and neither has accepted any deposits which are not in compliance with the requirements of Chapter V of the Act; and within the meaning of Section 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. There are no outstanding deposits as on 31st March, 2025.

11. Listing of Equity Shares

The equity shares of the Company are listed on BSE Limited and the Annual Listing Fee for the Financial Year 2025-26 has been paid. ISIN of the equity shares of your Company is INE679E01015.

12. Particulars of loans, guarantees or investments:

During the year under review, the particulars of any loan, investments, guarantee or Security for the loans availed by others, pursuant to provision of Section 186 of the Act read with the Companies (Meetings of Board and its powers) Rules, 2014 are given under notes to the financial statements, which forms part of this Annual report. The loans given, investments made, guarantees given or security provided are for business purpose.

13. Particulars of contracts or arrangements made with related parties:

All Related Party Transactions entered during the year were in the ordinary course of business and on arms length basis. The Company had not entered into any contract, arrangement and transaction with related party (ies) which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC -2 is not applicable.

The policy on materiality of related party transactions and dealing with related party transaction as approved by the Board may be accessed on the Companys website https://beekavnirvat.com/policies

14. Managements Discussion and Analysis Report:

The Management Discussion and Analysis Report of the financial conditions and results of operations of the Company for the year under review, as required under regulation 34 (2) (e) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in the separate section forming part of this Annual Report as "Annexure- IV".

15. Directors Responsibility Statement:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, in preparation of annual accounts for the financial year ended 31st March, 2025 and state that:

a. In the preparation of the Annual Accounts for the Financial Year ended 31st March, 2025, the applicable accounting standards had been followed 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 profit and loss of the Company for that period.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the annual accounts for the financial year ended 31st March, 2025 on a going concern basis.

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-2025.

16. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

17. Human Resource Management:

To ensure good human resources management at Agribio Spirits Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

18. Particulars of employees:

Information pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time has been given as "Annexure - II" which forms a part of this Report.

Remuneration Paid to Managing Director during 2024-25 (In Rupees):-

Name of the Director	Salaries and Allowances	Perquisites	Companys Contribution to PF	Commission & Performance linked incentives	Sitting Fees	Total
Mr. Ratan Singh	NIL	NIL	NIL	NIL	NIL	NIL

1. None of the Directors had the pecuniary relationship with the company.

2. The non-executive Directors of the company are not paid any remuneration during the year 2024-25.

3. The company enters into service contracts with all executive directors till the duration of their tenure. The services of the Executive Directors may be terminated by either party, giving the other party three months notice or the company paying three months salary in lieu thereof. There is no separate provision for payment of severance fees.

4. The company does not have any stock option/Employees Stock Option Scheme.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

19. Corporate Governance:

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report as Annexure-V along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated. In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of

Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company and the link for the same is given in Annexure - A of this report.

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At Agribio Spirits Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

20. Auditors Certificate on Corporate Governance:

As required by the Listing Regulations the Auditors certificate on corporate governance is enclosed as Annexure- IX to the Boards Report. The company has obtained a Compliance Certificate on Corporate Governance from Practicing Company Secretary M/s Abhishek S & Associates. The Auditors certificate for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

21. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the company does not fall under the ambit as provided under Section 135 of the Companies Act, 2013 read-with Rules made thereunder.

22. Risk Management Policy:

In compliance with the applicable provisions of Companies Act, 2013, the Board has framed and adopted the Risk Management Policy of the company in order to ensure that the Companys affairs shall be carried out in a sound and prudent manner by managing its business, operating and financial risk by adopting appropriate risk identification, assessment, and control and mitigation measures. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

23. Vigil Mechanism/ Whistle Blower Policy:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its directors and employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. Your Company has established a vigil mechanism for grievances Redressal of the Directors and employees of the Company which will help in reporting genuine concerns or grievances of Directors and employees, actual or suspected fraud and it provides adequate safeguards against victimization. The Whistle Blower shall also have right to access to the Chairman of the Audit Committee directly in exceptional cases. The Whistle Blower Policy is available on our website https://beekayniryat.com/policies.html During the year under review, the Company has not received any complaint under this policy.

24. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place Prevention of Sexual Harassment at Workplace - Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. Further, it is hereby stated that the company has complied with provisions relating to the constitution of Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment at the workplace. The policy covers all employees (permanent, contractual, temporary, trainees) irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee. The policy is available on the Companys website at the https://beekavnirvat.com/policies.html During the year 2024-25, no case of Sexual Harassment was reported. The following is the summary for the F.Y 2024-25.

No. of Complaints received	NIL
No. of Complaints resolved	NIL
No. of Complaints pending	NIL

25. Details of application made or proceeding, pending under Insolvency and Bankruptcy Code 2016 (31 of 2016) during the FY:

During the year under review, there were no application made or proceeding pending in the name of the company under the Insolvency and Bankruptcy Code 2016.

26. Subsidiaries/Joint Venture/ Associate Company

Subsidiaries: Your Company doesnt have any Subsidiary company.

Joint Venture: Your Company doesnt have any Join Venture.

Associate: Your Company has one associate company named Agribiotech Industries Limited having investment of 29.76% as on March 31, 2025.

27. Board Meetings

Board met Twenty (20) times during the financial year 2024-25, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between two meetings was not more than 120 days. Detailed information on the Board Meetings is included in the Report on Corporate Governance Report, forming part of this Annual Report.

28. Meeting of Independent Directors

Independent Director plays a pivotal role in governance process of the Board and Schedule IV of the Companies Act 2013 and rules made thereunder mandates that the Independent Directors of the Company should hold at least one meeting in a year without the attendance of Non-Independent Directors.

The Independent Directors met once during the financial year ended 31st March, 2025 i.e. on December 31, 2024 without the attendance of Non-Independent Directors in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, evaluation of performance of Non-Independent Directors, the Board as a whole and evaluation of performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Company Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

All the Independent Director of the Company has registered themselves with the Indian Institute of Corporate Affairs ("IICA") towards the inclusion of names in the data bank and they meet the requirements of proficiency self-assessment test. The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors.

29. Familiarization Programme for Independent Directors

A formal induction programme for new Directors and an ongoing familiarization process with respect to the business/working of the Company for all Directors is important to familiarize the directors with the dynamics of the industry to increase their ability to take informed decisions. In compliance with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company has put in place a familiarization programme for Independent Directors as a guide for Independent Directors from time-to-time for better understanding of the Companys operations. The details of such familiarization programs for Independent Directors are posted on the website of the Company http://www.beekayniryat.com

30. Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is required to transfer to the IEPF all unpaid/unclaimed dividends and the corresponding shares after completion of seven years from the date of declaration of dividend.

During the financial year under review, no amounts were required to be transferred to the IEPF, as the period of seven years has not yet elapsed in respect of any unpaid or unclaimed dividend or other amounts.

31. Adequacy of Internal control and Compliance with Laws

The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is in grained into the management review process.

The Board has adopted policies and procedures for ensuring that all transactions are authorized, recorded and correctly reported, all assets are safeguarded and protected against loss from unauthorized use or disposition, reducing wastage and maintenance of proper accounting records for ensuring accuracy and reliability of its financial information. The Board has constituted an Audit Committee which meets periodically to review the financial performance and the accuracy of financial records and accordingly appropriate actions are taken by the management. The significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee.

Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exist in design and operation financial disclosures. When found necessary, the Committee also gives suggestions on this manner. The audit committee regularly evaluates the execution of the Audit plan, the relevance and impact of the internal audit systems, oversees the implementation of internal audit recommendations including those which help reinforce the companys risk management policies and systems.

32. Secretarial Standards

Your Directors states that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such system are adequate and operating effectively and the applicable Secretarial Standards notified by the Institute of Company Secretaries of India (ICSI) have been duly complied by your Company.

33. Details in respect of fraud reported by auditors under sub-section (12) of section 143 of Companies Act, 2013

As specified under Section 143 (12) of Companies Act, 2013 including any statutory amendments or modifications, if any, the auditor of the company has not reported any fraud in the course of the performance of his duties as auditor.

34. Performance Evaluation of the Board, its committees and individual Directors

In terms of requirements of Listing Regulations and provisions of the Companies Act, Nomination cum Remuneration Committee of the Board of Directors of the Company specified the manner for effective evaluation of performance of Board, its Committees and Individual Directors. Based on the same, annual evaluation of its own performance, performance of its Committees, Individual Directors including Independent Directors was carried out during the reporting period. The Company had adopted the evaluation parameters as suggested by ICSI and SEBI with suitable changes from Companys perspective.

The Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of the Directors individually including Independent Directors (excluding the director being evaluated) has been made.

Performance evaluation of Directors was carried out by Board and Nomination and Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board, deliberations and participation level in board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and Initiative to maintain high level of integrity and ethics and the same was apprised to the Board of Directors.

Independent Directors had carried out performance evaluation of Non-Independent Directors in their separate meeting, the Board as a whole and performance evaluation of Chairman was carried out, taking into account the views of Executive and NonExecutive Directors. The Board/Directors expressed their satisfaction with the evaluation process.

35. Remuneration Policy

Your Company has a well-defined policy for selection, appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, Key Managerial Personnel and Senior Management employees. The web link of the policy is http://www.beekayniryat.com

The Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Senior Management employees includes the criteria for determining qualifications, positive attributes, independence of director and other matters as per section 178(3) of the Companies Act, 2013 is stated in the "Annexure III" which form part to this report.

36. Non-Executive Directors Compensation and Disclosures

None of the Independent/Non-Executive Directors have and pecuniary relationship or transactions with the company which in the judgement of the Board may affect the independence of the Directors.

37. Statutory Auditors:

M/s R P Khandelwal & Associates, Practicing Chartered Accountants, Jaipur (Firm Registration No.: 001795C), Statutory Auditor of the Company, hold office till the conclusion of the Annual General Meeting to be held in 2025. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

As required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained a written consent and certificate from the above-mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of Section 141 of Companies Act, 2013.

Therefore, being eligible, the Board of Directors has re-appointed M/s R P Khandelwal & Associates as Statutory Auditors to hold the office for the 2nd term of five years beginning from the conclusion of the 51st Annual General Meeting till the conclusion of the 56th Annual General Meeting of the Company subject to approval of member in the Annual General Meeting.

Further, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Auditors report contain following reservation, qualification or adverse remark. Information referred to in the Auditors Report are self-explanatory and do not call for any further comments.

S. No. Auditors opinion	Management Reply
1. Non-Current Investments includes: i Shares held, quoted and in physical form having market worth Rs. 1.16 lacs are not held in the name of the company. This is in contravention to section 187 of the Companies Act, 2013.	The Company is in the process of Converting theses shares in the name of the Company at its earliest and then proceeds to demat these shares.
2. The interest payable under MSMED Act, 2006 and other disclosures of trade payable to micro enterprises and small enterprises has not been ascertained and not provided for by associate Company M/s Agribiotech Industries Limited.	The associate company has not provided the interest on delay payment to MSME as it has long standing relation with these suppliers and they agreed to waive the interest on delay payment in view of present economic and financial position of the company.

38. Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the rules made thereunder, Mr. Abhishek Sharma, Proprietor at M/s Abhishek S & Associates, Practicing Company Secretaries having ICSI Membership No. ACS 59433 and C.O.P. No. 25039 were appointed as Secretarial Auditor to conduct secretarial audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 2024-25 is attached herewith as "Annexure - /" along with Annexure A and B to this report. The report does not contain any reservation, qualification or adverse remark. Information referred to in the Secretarial Auditor Report are self-explanatory and do not call for any further comments.

Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular no. CIR/CFD/CMD 1/27/2019 dated February 08, 2019, we are enclosing herewith Secretarial Compliance Report in "Annexure B" for the year ended 31st March, 2025 issued by Mr. Abhishek Sharma, Practicing Company Secretary, Jaipur.

39. Cost Auditor :

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, and is not required to appoint Cost Auditors.

40. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Board has appointed M/s Ashish NK Agrawal & Associates, Chartered Accountants, Jaipur as Internal Auditor of the Company to carry out the internal audit of the company for the F.Y. 2024-25.

The internal audit report received from the internal auditors were reviewed by the Audit Committee and Board of Directors and the observations, if any, mentioned in the Internal Audit Report received for the financial year 2024-25 were duly looked into by the Management from time to time.

During the financial year 2024-25, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

41. Prevention of Insider Trading:

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code.

During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading. The Board has already adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company http://www.beekayniryat.com

42. Declaration by the independent directors:

As per declaration received from Independent Directors, they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and have complied with Rule 6 of the companies (Appointment and Qualification of Directors) Rules, 2014, as amended as on date. As per evaluation done by the Nomination and Remuneration Committee and by the Board of all the Independent Directors by considering the parameters such as whether the Directors uphold ethical standards of integrity and probity, the ability of the directors to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained, adherence to the applicable code of conduct for Independent Directors and their role in bringing independent judgment during Board deliberations on strategy, performance, risk management, expertise and experience etc. all the Independent Directors have maintained the integrity, expertise and have vast experience in the industry.

All the Independent Directors have registered themselves in the Independent Directors data bank and all Independent directors of the company has exempted to pass self-assessment test so no need to pass self-assessment test by the independent directors of the company as conducted by the IICA . They possess required qualification, skills, expertise and experience to be appointed as Independent Directors of the Company. Moreover, the independent directors have complied with the code of conduct as prescribed in Schedule IV to the Companies Act, 2013.

During the reporting period, none of the Directors of the Company are disqualified in terms of sub-section (2) of Section 164 of the Companies Act, 2013.

The Company has devised the Terms and Conditions for appointment of Independent Directors available on the following web link http://www.beekayniryat.com Code of Conduct of Independent Directors available on the following web link http://www.beekayniryat.com

43. Green Initiative for Paperless Communication Ministry of Corporate Affairs ("MCA"), Government of India has announced "Green Initiative in Corporate Governance" by allowing Companies to send Notices / Documents / Annual Reports and other communication to its shareholders by electronic mode i.e. by e-mail.

In line with the initiatives taken by MCA, AGRIBIO SPIRITS LIMITED proposes to send documents such as Notices of General Meeting(s), other Notices, Annual Report and all other communications to its Shareholders through electronic mode i.e. on the e-mail address provided by you. To support this green initiative in full measure, members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form are requested to fill in the Registration form which can be obtained from Companys Registrar Niche Technologies Private Limited

Please note that all such documents shall be made available on the Companys website and the same shall also be kept open for inspection at the Registered Office of the Company during the business hours.

44. Committees of Board of Directors:

The Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The following are Committees of the Board of Directors:

1) Audit Committee

2) Stakeholders Relationship Committee

3) Nomination and Remuneration Committee

The details with respect to the composition, powers, terms of reference, other information and the number of meetings of relevant committees held during the financial year 2024-25 are given in the Report on Corporate Governance Report, forming part of this Annual Report.

45. Extract of Annual Return:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2025, is available on the Companys website and can be accessed at http://www.beekayniryat.com

46. Significant and Material Orders passed by the Regulators or Courts:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and Companys operations in future.

47. The conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under sub - section 3(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are enclosed as "Annexure- X" to this Boards Report.

48. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, shareholders, lenders, business associates, vendors, customers, media the employees and other stakeholders of the Company.

By Order of Board of Directors
For Agribio Spirits Limited
(Formerly known as Beekay Niryat Limited)
Sd/-	Sd/-
Ratan Singh	Ashutosh Bajoria
(Managing Director)	(Director)
(DIN: 06818520)	(DIN: 01399944)
Date: 05.09.2025
Place: Jaipur