BharatRohan Airborne Innovations Ltd Directors Report

a) The Company is engaged in the business of empowering farmers by reducing losses through prediction of pest attacks and disease outbreaks in the crops. Company is having a team of aeronautical engineers and hyperspectral imaging experts implementing affordable UAVs/ Drone, Hyperspectral Imaging, data analytics and machine learning technologies to meet local farm challenges.

b) During the Financial Year ended 31^st March 2023 there has been no change in the business of the company.

c) During the Financial Year company has generated revenue of Rs. 664.84 Lakhs Compared to Revenue of Rs. 210.81 Lakhs generated last year. Company has earned the Profit of Rs. 184.59 Lakhs. The Directors of the Companies are continuously trying there best to generate more sources of revenue.

The Board of Director does not recommend payment of dividend for the Financial Year ended 31^st March 2023. The Company does not propose to transfer any amount to General Reserve for the period ended 31st March 2023.

During the Financial Year ended 31^st March 2023, Eleven Board Meetings were held and the Maximum time gap between the two-board meeting was not more than 120 Days.

During the Financial year 4716 Equity Shares were allotted to Mr. Hitesh Mohan Patel via Private Placement in a Board Meeting Held as on 22^nd Day of March 2023 resulting into Increase in Issued and Subscribed Share Capital of the Company to 15,718 Equity Shares divided into Equity Shares of Rs. 10 Each.

During the Financial Year the Company has issued Convertibles notes of a quantum of Rs.30,00,0007- wide a Special resolution approved by the Members at the EGM held on Monday 06^th March 2023 to CIEE Startup Oasis.

The Company believes in the philosophy of conducting business through fair and ethical means and has set in the best corporate governance practices in its day-to-day operations aimed at building trust with all stakeholders

The Auditors Report doesnt contain any information in relation to fraud.

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

During the Financial Year Management has reviewed the useful life (WDV Rates) of Drone and Battery which are included in Plant and Equipment and on the basis of technical estimate have decided to change the useful life which is tabulated below:

There has been no change in the constitution of the Board during the financial year under review i.e. the structure of the Board remains the same.

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 entered by the Company during the year is appended as Annexure-I, in the prescribed Form AOC-2 and forms part of this Report.

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

The Company has not made any Investment, given guarantee and securities during the financial year under review. There for no need to comply provisions of section 186 of Companies Act, 2013.

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required to be given pursuant to Section 134 (3) (m) of the Companies Act, 2013 are given in Annexure II to this report.

The Company has developed and implemented a Risk Management Policy to manage risks inherent in various aspects of the business. The focus of Risk Management is to access the risks and deploy mitigation measures.

Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees (whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender) and lays down the guidelines for identification, reporting and prevention of undesired behavior.

The Company has duly constituted internal complaints committee as per the said Act.

During the financial year ended 31^st March, 2023, there will nil complaints recorded pertaining to sexual harassment.

As on March 31,2023, Company doesnt have any Subsidiary & Joint Venture and Associate Companies at the end of the year

The Company has in place adequate internal financial controls with reference to financial statements. During the period, such controls were tested and no reportable material weakness in the design or operation was observed.

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as "The Act"), the Company at its Sixth Annual General Meeting (‘AGM) held on 30^th Day of September 2022 approved the appointment of M/s. S S Kothari Mehta & Company (FRN: 022150N) as Statutory Auditor for a period of 5 years commencing from the conclusion of Sixth AGM till the conclusion of the Tenth to be held in the year 2027.

The Directors have examined the Auditors Report on accounts for the period ended 31^st March, 2023. The observations of the Statutory Auditors in their report, read with the relevant notes to the financial statement are self-explanatory and it has no qualification or adverse remark.

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31^st March, 2023, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s. S S Kothari Mehta & Company (FRN: 022150N). The Directors further confirm that: -

a. In the preparation of the annual accounts for the year ended 31^st March, 2023 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date.

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

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

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

During the period under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

During the period under review, the Company has accepted the following loan from Directors and their Relatives

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions falling under the purview of these provisions, during the year under review or the respective provisions are not applicable to the Company:

a) The Provisions of Section 134(3)(d) of the Companies Act, 2013 pertaining to the appointment of independent directors and obtaining declaration by them, are not applicable to the Company.

b) The provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8 (4) of Companies (Accounts) Rules, 2014, pertaining to formal evaluation of the Board are not applicable to the Company

c) The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 read with Section 148(1), pertaining to maintenance of cost records are not applicable to the Company and accordingly, cost records are not maintained by the Company.

d) The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) rules, 2013, pertaining to constitution of committees and establishment of Vigil Mechanism, are not applicable to the Company.

e) The Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, pertaining to Secretarial audit are not applicable to the Company during the period under review.

f) Disclosure relating to employees drawing remuneration in excess of the limits specified, in accordance with the provisions of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

g) Disclosure about issue of shares (including sweat equity shares) to employees of the Company under any scheme is not applicable to the Company.

h) During the period under review no proceedings have been initiated against the Company under Insolvency and Bankruptcy Code, 2016 and no proceedings under the Insolvency and Bankruptcy Code, 2016 were pending at the end of the year. Further during the year under review the Company has not made any one-time settlement.

The Directors express their sincere appreciation to the valued shareholders, bankers, employees and clients for their support and also various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them.