Bijoy Hans Ltd Directors Report

To

The Members,

BIJOY HANS LIMITED

Your Directors are pleased to present the 39^th Annual Report of your Company together with the Audited Statement of

Accounts and the Auditors Report for the financial year ended, 31st March, 2024.

HIGHLIGHTS OF PERFORMANCE

(Rs. In Hundreds)

PARTICULARS	2023-24 (Rs)	2022-23 (Rs)
Turnover	58,340.72	44,213.96
Profit/ (Loss) before Interest, Depreciation & Taxation (PBIDT)	-6195.82	-37,888.93
Interest	641.09	645.04
Profit/ (Loss) before Depreciation & Taxation (PBDT)	-6,836.91	-38,533.97
Depreciation	4,821.77	5,923.09
Profit/ (Loss) before Tax and Extraordinary Items (PBTE)	-11,658.68	-44,457.06
Extraordinary items	0	0
Profit/ (Loss) before Tax (PBT)	-11,658.68	-44,457.06
Provision for Taxation/ (Deferred Tax)	63.15	48.37
Profit/ (Loss) after Tax (PAT)	-11,721.83	-44,408.69
Other Comprehensive Income	0	0
Total Comprehensive Income	-11,721.83	-44,408.69

SHARE CAPITAL

The Paid-up Share Capital of the Company, comprising Equity Shares, is Rs.300.00 Lacs as on 31^st March, 2024. The Company has not issued any shares during the year.

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.

MEETINGS

During the year under review, 7 (Seven) Board Meetings were held on 30.05.2023; 24.06.2023, 04.08.2023, 14.08.2023; 14.11.2023; 12.02.2024; and 12.03.2024.

During the year under review, 4 (Four) Audit Committee Meetings were held on 30.05.2023; 14.08.2023; 14.11.2023 and 12.02.2024.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

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

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)

The independent directors have submitted declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status of independence.

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, 2024 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, 2024 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, 2024.

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, 2024.

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

Pursuant to the provisions of section 152 of the Companies Act, 2013 and in accordance with the provisions of the Articles of Association of the Company, Mr. Ashim Kumar Patawari (DIN: 01972489), retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment. Mr. Pukhraj Lunkar (DIN: 01958134) has been resigned from the Company w.e.f. 01^st June, 2023.

Mr. Ashim Kumar Patawari is not disqualified under section 164(2) of the Companies Act, 2013.

Brief profile of the Director being reappointed have been provided in the Notice of the Annual General Meeting.

The Company has appointed Mr. Salil Sriram Shetty, (DIN: 07424136) and Mr. Amit Jawarimal Dugar (DIN: 01641205) as Additional Independent Director of the Company w.e.f. 13^th August, 2024, As per the provisions contained under

Section 161 of the Act, the "Additional Director" so appointed shall hold office up to the date of the next Annual

General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier. However, pursuant to amendment (effective from 1st January, 2022) to Regulation 17(1C) of Listing Regulations, every listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Therefore, approval of the shareholders is sought for the appointment of Mr. Salil Sriram Shetty and Amit Jawarimal Dugar, as an Independent Director of the Company in this AGM.

KEY MANAGERIAL PERSONNEL

The following functioned as Key Managerial Personnel during the year:

Ashok Kumar Patawari	- Managing Director
Richi Patawari	- Chief Financial Officer
Manisha Agarwala	- Company Secretary

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, 2024 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
00496383	Sanjay Kumar Baid	Non- Executive - Independent Director	Chairperson
01972489	Ashim Kumar Patawari	Non -Executive Director	Member
01641205	Amit Jawarimal Dugar	Non- Executive - Independent Director	Member
	(Appointed on 13th August, 2024)

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:

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

Nomination and Remuneration Committee as on date of this report;

DIN	Name	Designation	Position in Committee
07424136	Salil Sriram Shetty (appointed on 13th August, 2024)	Non- Executive - Independent Director	Chairperson
00496383	Sanjay Kumar Baid	Non- Executive - Independent Director	Member
01641205	Amit Jawarimal Dugar(Appointed on 13th August, 2024)	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

2023-2024, No complaints from investors were received on any matters.

Stakeholders Relationship Committee as on date of this report:

DIN	Name	Designation	Position in Committee
01641205	Amit Jawarimal Dugar (Appointed on 13th August, 2024)	Non- Executive - Independent Director	Chairperson
06935613	Shweta Patawari	Non Executive Director	Member
07424136	Salil Sriram Shetty	Non- Executive - Independent Director	Member
	(Appointed on 13th
	August, 2024)

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 dematerialised form for all shareholders. 7.86% of the total number of shares stand dematerialised as on 31st March, 2024. 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 dematerialised mode effective from 1st April, 2019 and the shareholders have been requested to dematerialise 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 and the Auditors in place of M/s. Mahendra Pareek & Co. who has retired in terms of Section 139 of the Companies Act, 2013.

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., Company Secretaries were appointed as Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure II and forms part of this report.

INTERNAL AUDITORS

M/s. Ketan Mehta & Associates, Chartered Accountants (Firm Registration Number : 104994W) have been appointed as Internal Auditors 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 suspended on CSE Ltd (Script

Code: 012097), however Company is under process for revocation of suspension of securities from the CSE Ltd.

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.

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.