Bijoy Hans Ltd Directors Report

To The Members, BIJOY HANS LIMITED

Your directors are pleased to present the 40^th Annual Report of your Company together with the Audited

Statement of Accounts and the Auditors Report for the financial year ended, 31st March, 2025.

HIGHLIGHTS OF PERFORMANCE

(Rs. In Hundreds)

PARTICULARS	2024-25 (Rs)	2023-24 (Rs)
Turnover	46,874.03	58,340.72
Profit/ (Loss) before Interest, Depreciation & Taxation (PBIDT)	33378.68	-6195.82
Interest	950.80	641.09
Profit/ (Loss) before Depreciation & Taxation (PBDT)	34329.48	-6,836.91
Depreciation	2,443.11	4,821.77
Profit/ (Loss) before Tax and Extraordinary Items (PBTE)	-36,772.59	-11,658.68
Extraordinary items	55,859.22	0
Profit/ (Loss) before Tax (PBT)	19,086.63	-11,658.68
Provision for Taxation/ (Deferred Tax)	2800.85	63.15
Profit/ (Loss) after Tax (PAT)	13,612.04	-11,721.83
Other Comprehensive Income	0	0
Total Comprehensive Income	13,612.04	-11,721.83

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS & FUTURE OUTLOOK:

During the year, there was change in the control & management of the Company. The new management intends to start healthcare business activities, subject to all necessary approvals. Since the Open offer was completed on 03^rd July, 2025, hence new management will take necessary steps to start new business activities.

The Board was informed that, there is change in the Management & Control of the Company pursuant to Open Offer under SEBI (SAST) Regulations, 2011 which was handled by Swaraj Shares & Securities Private Limited, Merchant Bankers, open offer was closed on 03rd July, 2025.

The Acquirers namely M/S U G Patwardhan Services Private Limited (Acquirer 1), Mr. Kaushal Uttam Shah (Acquirer 2), M/S Agri One India Ventures Llp (Acquirer 3), And Mr. Shantanu Surpure (Acquirer 4) has made an open offer for acquisition of up to 19,50,010 (Nineteen Lakh Fifty Thousand Ten) Equity Shares, representing 26% (Twenty-sixty Percent) of the Voting Share Capital of Bijoy Hans Limited, at an offer price of Rs. 12.50/- (Rupees Twelve and Fifty paisa Only) per Equity Share, to the Public Shareholders of the Target Company. Since the Acquirers has kept the 100% consideration in the escrow account and open offer was completed, hence as per SEBI (SAST) Regulations, 2011, the board & management was changed on 28^th July, 2025.

The Acquirers are acquiring the management control of the Company from the existing board of directors under SEBI (SAST), Regulations, 2011 & amended from time to time, pursuant to open offer. The change in the control & management of the Company will have effect in the re-constitution of Board & maintaining Corporate Office at Pune, where the new management team will be situated

SHARE CAPITAL

The Paid-up Share Capital of the Company, comprising Equity Shares, is Rs. 3,00,00,210 as on 31^st March, 2025.

The company had proposed to issue 45,00,000 (Forty-Five Lakhs) fully paid-up equity shares of the

Company having face value of 10/- (Indian Rupees Ten) each at an issue price of 12.50/- (Indian Rupees Twelve Point Fifty Paisa Only) each aggregating up to 5,62,50,000/- (Indian Rupees Five Crores Sixty-Two Lakhs Fifty Thousand Only) to persons, being proposed promoters of the Company. The company had called an extra-ordinary general meeting for the above purpose on 24^th January, 2025.

The Company had received in principle approval from BSE Limited for issue of 45,00,000 Equity shares of Rs. 10/- each at an issue price not less than Rs. 12.50/- on a preferential basis on March 10, 2025 and from CSE Limited on May 12, 2025.

The Company had allotted 45,00,000 equity shares pursuant to preferential issue on 27^th May, 2025. Further the Listing approval was filed with both the exchanges, and approval for the same is awaited.

EXTRACT OF ANNUAL RETURN

A copy of Annual Return as required under The Companies Act, 2013 has been placed on the Companys website viz of the Company at www.bijoyhans.net .

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Regular meetings of the Board are held at least once in a quarter inter-alia to review the quarterly results of the Company and to discuss and decide on various business policies strategies and other businesses. During the year under review, Board of Directors of the Company met 10 (Ten) times, and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations. The Board meetings held on 30.05.2024; 26.07.2024; 13.08.2024; 21.08.2024; 08.10.2024; 09.11.2024; 26.12.2024; 07.01.2025; 04.02.2025; 24.03.2025.

Details of the attendance of the Directors at the Board meetings held during the year ended 31st March 2025 are as follows:

Name of the Director	Number of Board Meetings
	Held	Attended
Ashok Kumar Patawari	10	10
Ashim Kumar Patawari	10	10
Shweta Patawari	10	10
Dhavalkumar Pravinkumar	4	4
Mashru
Amit Jawarimal Dugar	8	8
Salil Sriram Shetty	8	8
Kumar Baid	10	10

ACCOUNTING POLICIES AND PROCEDURES

The Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies

(Indian Accounting Standards) Rules, 2015, for preparation and presentation of these Financial Statements.

The financial statements provide a true and fair view of the state of affairs of the Company and are compliant with the accounting standards notified in the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors of the Company hereby confirm, to the best of their knowledge and belief that-

a. In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

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 at the end of the financial year and of the loss of the Company, for that period.

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

d. The Directors have prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company which are adequate and operating effectively and

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

STATEMENT OF DECLARATION BY AN INDEPENDENT DIRECTOR(S)

Independent Directors of Company have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent Director during the year.

In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

FAMILIARIZATION PROGRAMMES

The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Senior management personnel of the Company present to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time.

The Statutory Auditors and Internal Auditors of the Company presents to the Board of Directors on Financial Statements and Internal Controls including presentation on regulatory changes from time to time.

The detail policy on the familiarization programme is available on the website at www.bijoyhans.net.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 30th March, 2023; as per the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25(3) of Listing Regulations; in which the following matters were considered:

Evaluation of the performance of Non-Independent Directors and the Board of Directors.

Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors.

Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

BOARDS COMMENTS ON THE STATUTORY AUDITORS REPORT AND IN THE REPORT

OF THE SECRETARIAL AUDITOR

The Statutory Auditors have issued an Audit Report with unmodified opinion on the Financial Results of the Company for the year ended 31^st March, 2025 and there were no qualifications, reservations, adverse remarks or disclaimers in the said report and also in the Secretarial Audit Report.

LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

RELATED PARTY DISCLOSURE

All the related party transactions entered into during the financial year ended 31^st March, 2025 were on arms length price and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further there was no materially significant related party transaction during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel and other designated person which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

STATE OF THE COMPANYS AFFAIRS AND FUTURE OUTLOOK

The Company is engaged in the business of Pharmaceutical, Medical and cosmetics goods. There has been no change in the business of the company during the financial year ended 31st March, 2025.

TRANSFER TO RESERVES

Your Board has considered appropriate not to transfer any amount to the General Reserves of the Company.

DIVIDEND

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company and therefore, do not propose any dividend for the financial year ended 31^st March, 2025.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the elements of risk threatening the

Companys existence are very minimal.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors companies of the following key areas:

i) Attendance of Board and Committee Meetings. ii) Quality of contribution to Board deliberations. iii) Strategic perspectives or inputs regarding future growth of Company and its performance. iv) Providing perspectives and feedback going beyond information provided by the management. v) Commitment to Shareholders and other stakeholder interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors.

A member of the Board will not participate in the discussion of his/ her evaluation.

DIRECTORS

Sr. No.	DIN/PAN	Name of Director	Designation	Original date of Appointment	Date Cessation of
1	00154286	Ashok Kumar Patawari	Managing Director	13/06/1989	NA
2	01972489	Ashim Kumar Patawari	Director	08/01/2008	NA
3	06935613	Shweta Patawari	Director	14/08/2014	28-07-2025
4	00496383	Sanjay Kumar Baid	Director	04/08/2023	28-07-2025
5	07424136	Salil Sriram Shetty	Director	13/08/2024	NA
6	01641205	Amit Jawarimal Dugar	Director	13/08/2024	28-07-2025
7	10786675	Dhavalkumar Pravinkumar Mashru	Director	26/12/2024	NA

KEY MANAGERIAL PERSONNEL

The following functioned as Key Managerial Personnel during the year:

Sr. No.	Name	Designation
1	Ashok Kumar Patawari	Managing Director
2	Richi Patawari	Chief Financial Officer
3	Guinea Agrawal (Appointed on 01st June, 2025)	Company Secretary
4	Manisha Agarwala (Resigned on 30th May, 2025)	Company Secretary and Compliance Officer

DEPOSITS

The Company has not accepted any deposit from the public, falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE TRIBUNAL, COURTS AND REGULATORS

There are no significant and material orders passed by the Tribunals, Courts and regulators that would impact the going concern status of the Company and its future operation.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial Statements. An independent firm of Chartered Accountants serves as an internal auditor to execute the internal audit functions. The management and the Audit Committee of the Board observe and then recommend corrective measures following such audits to improve business operations.

CORPORATE SOCIAL RESPONSIBILITY

It is not obligatory on the part of your Company to have a Corporate Social Responsibility

Policy/Committee since your Companys net worth, turnover and net profit during the financial year ended on 31st March, 2025 is below the threshold limits as specified in Section 135 of the Companies Act 2013.

AUDIT COMMITTEE

The Board of Directors has constituted an Audit Committee which consists of 3 (Three) Non-Executive Directors of whom two are Independent Directors possessing the requisite experience and expertise. The composition of the Audit Committee is as follows:

Audit Committee as on date of this report;

DIN	Name	Designation	Position in Committee
07424136	Salil Sriram Shetty	Non-Executive, Independent Director	Chairperson
10763751	Brijesh Jugalkishor Biyani	Non-Executive, Independent Director	Member
02175130	Kaushal Uttam Shah	Managing Director	Member

All recommendations of the Audit Committee were duly accepted by the Board and there were no instances of any disagreements between the Committee and the Board during the year.

NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has constituted a Nomination and Remuneration Committee which consists of 3 (Three) Non-Executive Directors possessing the requisite experience and expertise.

During the year under review, Two Nomination and Remuneration Committee meeting was held on 13^th August, 2024, 26^th December 2024.

The composition of the Nomination and Remuneration Committee is as follows:

Nomination and Remuneration Committee as on date of this report;

DIN	Name	Designation	Position in Committee
10763751	Brijesh Jugalkishor Biyani	Non-Executive, Independent Director	Chairperson
09203474	Rahul Ravindra Mayur	Non-Executive, Independent Director	Member
07424136	Salil Sriram Shetty	Non-Executive, Independent Director	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the Companies Act, 2013 and the Listing Regulations, the Company has constituted a Stakeholders Relationship Committee. The Committee looks into the grievances of security holders of the Company. During FY 2024-2025, No complaints from investors were received on any matters.

Stakeholders Relationship Committee as on date of this report;

DIN	Name	Designation	Position in Committee
09203474	Rahul Ravindra Mayur	Non-Executive, Independent Director	Chairperson
07424136	Salil Sriram Shetty	Non-Executive, Independent Director	Member
02175130	Kaushal Uttam Shah	Managing Director	Member

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has put in place a Vigil Mechanism Policy in accordance with Section 177(10) of the Companies Act, 2013 for the Directors and Employees of the Company to report their genuine concerns or grievances relating to actual or suspected fraud, unethical behavior, violation of the Companys Code of Conduct or Ethics Policy, and any other event which would adversely affect the interests of the business of the Company.

The details of the policy may be viewed at the official website of the Company at www.bijoyhans.net. It is affirmed that no Personnel has been denied access to the Audit Committee.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed hereto as "Annexure I".

CORPORATE GOVERNANCE CERTIFICATE

Your Company is exempted from complying with the Corporate Governance provisions under Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, since the Companys share capital and net worth was less than the specified threshold as on the last day of the previous financial year.

SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has, during the year, complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DEMATERIALISATION OF SECURITIES

The shares of the Company are compulsorily traded in dematerialized form for all shareholders. 8.35% of the total number of shares stand dematerialized as on 31st March, 2025. Letters have been sent to all shareholders holding shares in physical mode informing them that as per revised Regulation 40 of SEBI (LODR) Regulations 2015, shares will be transferred only in dematerialized mode effective from 1st April, 2019 and the shareholders have been requested to dematerialize their existing shares in physical form.

AUDITORS

M/s Rajesh Surana & Co., Chartered Accountants (Firm Regn No. 325658E), was appointment as auditors of the company to hold office for a period of 5 years from the conclusion of 38^th Annual General Meeting of the Company on a remuneration to be mutually agreed upon between the Board of Directors of the Company. However, the company has appointed Khire Khandekar and Kirloskar, Chartered Accountants, with Firm Registration Number 105148W from the conclusion of this Annual General Meeting till the Conclusion of Annual General Meeting to be held in year 2030.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, M/s Pooja Gala & Associates, Peer Reviewed Practicing Company Secretary (Peer review No. 5760/2024), were appointed as Secretarial Auditor of the Company to issue to report for the financial year 2024- 2025. The Secretarial Audit Report is annexed as Annexure II and forms part of this report.

INTERNAL AUDITOR

Mr. Aslesh Ramchandra Parannawar, Chartered Accountant (Membership No.: 130228) has been appointed as Internal Auditor by complying with the provisions of Section 138 of The Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014.

LISTING OF EQUITY SHARES

The Companys equity shares are listed on The BSE Limited (Scrip Code: 524723) and CSE Ltd (Script Code: 012097).

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE COMPANIES ACT, 2013

The Company does not have any holding, subsidiary, joint venture and associate companies as per the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of The Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company. Hence, there is no need to develop CSR policy and to take initiative thereon.

CODE OF CONDUCT

The Company has laid down a code of conduct which has been effectively adopted by the Board Members and Senior Management Code of Conduct Personnel of the Company.

The detail policy on the Code of Conduct is available on the website at www.bijoyhans.net.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which these financial statements relates and the date of this report.

ACKNOWLEDGEMENTS

Your directors would like to place on record their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

	For and on behalf of the Board of Directors of
	BIJOY HANS LIMITED
	Sd/-	Sd/-
Place: Guwahati	Kaushal Uttam Shah	Dhavalkumar Pravinkumar Mashru
Date: 28-07-2025	Managing Director	Director
	DIN: 02175130	DIN: 01972489