Bizotic Commercial Ltd Directors Report

To,

The Members,

BIZOTIC COMMERCIAL LIMITED

Your directors have pleasure in presenting their NINTH Annual Report of the company along with audited accounts for the year ended on 31^st March, 2025. During the year the company earned a net profit of Rs. 428.61 Lakh. We hope that we will be able to achieve better results in the next financial year.

1. FINANCIAL PERFORMANCE AT A GLANCE

The company has made a Net Profit of Rs. 428.61 Lakh for the Financial Year ended on 31^st March, 2025.

Sr. No. Particulars	2024 - 25 (Amount in Lakh.)	2023 - 24 (Amount in Lakh.)
01 Sales	11,194.68	7142.60
02 Profit before exceptional, extraordinary items and Taxation	628.92	403.14
03 Extraordinary items	-	-
04 Profit Before Tax	628.92	403.14
05 Current tax	100	100
06 Differed tax	100.30	-5.24
07 Net Profit /Loss (After I. Tax)	428.61	308.38

2. OPERATIONAL PERFORMANCE

During under the review, the total turnover of the Company for the year ended on 31^st March, 2025 of Rs. 11,194.68 Lakhs compared to Rs. 7142.60 Lakhs achieved during the previous year. So, the turnover increased by approximately 56.73%. The Net Profit for the year also increased significantly, reaching Rs. 428.61 lakhs as against Rs. 308.38 lakhs in the previous year, marking a growth of approximately 38.99%.

3. TRANSFER TO GENERAL STATUTORY RESERVE

During the financial year 2024-25 the Company has transferred Rs. 428.61 Lakhs to Reserves and Surplus

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company is engaged in Manufacturing and trading business of mens readymade garments and fabrics on wholesale as well as retail basis. There was no change in the nature of business of the Company during the Financial Year 2024-25.

5. DIVIDEND

With a view of expanding the business, your directors do not recommend any dividend for the year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTAION AND PROTECTION FUND (IEPF)

The provisions of Section 125(2) of the Companies Act, 2013 are not applicable, as no dividend was declared or paid during the previous financial year

7. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes in the Company during the period 2024 - 25.

8. LISTING WITH STOCK EXCHANGE:

During the period under review, Bizotic Commercial Limited was listed on the BSE SME Platform of the BSE Limited. The company has paid the Annual Listing Fees for the year 2025-26 to BSE Limited.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION

No material orders were passed by any court, tribunal, or other authority during the period under review.

10. DETAILS IN RESPECT TO ADEQUACY OF INTERNAL CONTROLS

The Company has built adequate internal control systems towards achieving efficiency and effectiveness in operations, optimum utilization of resources, cost

reduction and effective monitoring thereof as well as compliance with all applicable laws.

The internal control mechanisms comprise a well-defined organization structure, documented policy guidelines, pre-determined authority levels and processes commensurate with size and capacity of the organization, faster decision making and fixing the level of responsibility.

The senior management members meet frequently and undertake extensive checks and report to management. The Board reviews the internal reports and periodically reviews the adequacy of internal controls.

11. HOLDING COMPANY

The Company does not have any Holding Company.

12. DETAILS OF HOLDING SUBSIDIARIES, TOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any holding, Subsidiary, Joint Ventures and Associates Company.

13. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND TOINT VENTURE COMPANIES

This Clause is not applicable to the company.

14. INDEPENDENT DIRECTOR

The Company has complied with the definition of Independence according to the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also obtained declarations from all Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have provided declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. PUBLIC DEPOSITS

During the year under review, Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 made there-under and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.

16. SHARE CAPITAL

A. AUTHORIZED SHARE CAPITAL

During the year under review, there was no change in authorized share capital of the Company.

The authorized share capital of the Company remained at Rs. 9,00,00,000, divided into 90,00,000 equity shares of Rs. 10/- each.

As on the end of the financial year i.e. 31^st March, 2025, the authorized share capital of the Company was Rs. 9,00,00,000 divided in to 90,00,000 equity shares of Rs. 10/- each.

B. PAID-UP SHARE CAPITAL

During the year under review, there was no change in paid-up share capital of the Company.

The paid-up share capital of the company remained at ?8,04,00,000 divided in to 80,40,000 equity shares of ?10/- each.

As on the end of the financial year i.e. 31^st March, 2025, the paid-up share capital of the Company was ?8,04,00,000 divided by the 80,40,000 equity share of ?10/- each.

Shareholding as on 31.03.2025:

C. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year, the company has not issued any equity shares with differential rights pursuant to Section 43 of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

D. ISSUE OF EMPLOYEE STOCK OPTIONS

During the year, the company has not issued any stock options to its employees pursuant to Section 62(1)(b) read with Rule 129(9) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

E. ISSUE OF SWEAT EQUITY SHARES

During the year, the company has not issued any sweat equity shares pursuant to Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

F. PURCHASE OF ITS OWN SECURITIES BY THE COMPANY

During the year, the company has not purchased its own securities pursuant to Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

17. AUDITORS STATUTORY AUDITORS

During the financial year 2024-25, M/s D G M S & Co., Chartered Accountants (FRN: 112187W) resigned from the position of Statutory Auditors of the Company. Their resignation was accepted by the Board of Directors with effect from 25^th October, 2024. The Board places on record its sincere appreciation for the professional services rendered by M/s D G M S & Co. during their association with the Company.

Pursuant to the applicable provisions of the Companies Act, 2013, the members of the Company, through postal ballot passed on 9^th January, 2025, approved the

appointment of M/s J SINGH & ASSOCIATES, Chartered Accountants (FRN: 110266W) as the Statutory Auditors of the Company for a period of one year to conduct the statutory audit for the financial year 2024-25. The remuneration of the Statutory Auditors shall be as mutually agreed upon between the Board of Directors and the Auditors, in addition to the reimbursement of applicable taxes and actual out- of-pocket expenses incurred in connection with the audit of the accounts of the Company.

Pursuant to the provisions of Section 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and upon recommendation of the Audit Committee, M/S. J. SINGH & ASSOCIATES CHARTERED ACCOUNTANTS, (FRN: 110266W), be and is hereby appointed as the Statutory Auditors of the Company for a term of 5 (five) years i.e. from the financial year 2024-2025 to financial year 2028-29 at such remuneration as may be approved by the Audit Committee/ Board of Directors of the Company from time to time."

AUDITORS REPORT

All observations made in the Auditors Report and notes forming part of the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors have not made any qualifications or reservations in their Independent Auditors Report.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Act. The Company has received an unmodified opinion in the Auditors Report for the financial year 2024-25.

SECRETARIAL AUDITOR

Pursuant to the Regulation 24A & other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with Circulars issued thereunder from time to time and Section 204 and other applicable provisions of the Companies Act, 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Act"), CS JINANG DINESHKUMAR SHAH, Practicing Company Secretaries, Proprietor of M/S JINANG SHAH & ASSOCIATES be and is hereby appointed as Secretarial Auditor of the Company for a period of 5 consecutive years, from the financial year 2025-26 to the financial year

2029-2030 (the Term), on such terms & conditions, including remuneration as may be determined by the Board of Directors (hereinafter referred to as the Board which expression shall include any Committee thereof or person(s) authorized by the Board).

The Secretarial Audit Report are self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimers except the following observations:

• Ms. Shivani Maheshkumar Vyas having Membership No.: A49742 was resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 30^th April, 2024 and Mr. Ankitkumar Chaudhary having Membership No: A72281 was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 24^th September, 2024. This caused delay in filling the vacancy of the Company Secretary & Compliance Officer of the Company within the stipulated time of three months as provided in the Regulation 6(1A) of the LODR Regulations.

Boards Explanation:

With regards to filling the vacancy of the Compliance Officer & Company Secretary of the Company beyond the stipulated period of 3 months. The Company has made continuous efforts for finding another suitable candidate for the post of the Compliance Officer & Company Secretary of the Company.

The Secretarial Audit Report MR-3 (Annexure-II) has been filed with the Stock Exchange and is also disclosed on the website of the Company at www.bizoticgroup.com

18. WEBSITE

In compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely www.bizoticgroup.com containing information about the Company.

19. 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 (including amendments thereof) notified by MCA, the Annual Return of the Company for the financial year ended March 31, 2025, is hosted on the website of the Company at www.bizoticgroup.com

20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company has been duly constituted in accordance with the applicable provisions of the Companies Act, 2013.

There were changes in the composition of Board & KMP during the year and from the end of financial year 2025 up to the date of this report.

The resignation of Ms. Shivani Maheshkumar Vyas, Company Secretary, was accepted on 30^th April, 2024. Subsequently, Mr. Ankitkumar Chaudhary was appointed as the Company Secretary and Compliance Officer of the Company with effect from 24^th September, 2024. And further the resignation of Mr. Ankitkumar Chaudhary was accepted on 28^th February, 2025.

As on 31^st March, 2025, The Board of Directors and Key Managerial Personnel consists of following members: -

Sr. No Name	Designation	DIN/PAN	Date of Appointment
1. Inderpreet Kaur Gulati	CFO	AJZPG1780F	31/01/2023
2. Inderpreet Kaur Gulati	Director	09213754	30/09/2022
3. Sanjaykumar Mahavirprasad Gupta	Chairman & Managing Director	07610448	29/12/2016
4. Hareshkumar Shamjibhai Suthar	Non-Executive Independent Director	08388083	31/12/2022
5. Avani Ashwinkumar Shah	Non-Executive Independent Director	09608898	31/12/2022
6. Juhi Sawajani	Non-Executive Independent Director	09811893	31/12/2022

As on the date of this Report, the Board of Directors of the Company comprises 5 (Five) Directors, which includes 3 (Three) Non-Executive Independent Directors, 1 (One) Executive Director, and 1 (One) Managing Director.

In addition, the Key Managerial Personnel (KMPs) of the Company include 1 (One) Managing Director, 1 (One) Chief Financial Officer (CFO), and 1 (One) Company Secretary and Compliance Officer.

The following changes occurred in the Key Managerial Personnel and Board composition during the year under review:

• Ms. Shivani Maheshkumar Vyas, Company Secretary and Compliance Officer of the Company, resigned with effect from 30^th April, 2024.

• Mr. Ankitkumar Chaudhary was appointed as the Company Secretary and Compliance Officer with effect from 24^th September, 2024. Further he resigned from the said position with effect from 28^th February, 2025,

• Mr. Mohit Kailashchandra Agarwal was appointed as the Non-Executive Director with effect from 24^th August, 2022 and resigned from the said position with effect from 1^st January, 2025.

• Ms. Bhavika Jain was appointed as Company Secretary and Compliance Officer of the Company with effect from 23^rd May, 2025.

21. DIRECTOR RETIRING BY ROTATION

Mr. Inderpreet Kaur Gulati (DIN: 09213754) Executive Director and is retiring by rotation at the ensuing Annual General Meeting. Being eligible, they offer herself for re-appointment pursuant to the provisions of Section 152 of the Companies Act, 2013.

22. MEETINGS OF BOARD OF DIRECTORS

The Company conducted 11 (Eleven) Board Meetings during the financial year under review. The intervening gap between any two consecutive Board Meetings did not exceed 120 days, in compliance with the provisions of Section 173(1) of the Companies Act, 2013.

Sr. No. Type of Meeting	Date of Meeting
1. Board Meeting	30.05.2024
2. Board Meeting	18.06.2024
3. Board Meeting	07.09.2024
4. Board Meeting	24.09.2024
5. Board Meeting	25.10.2024
6. Board Meeting	20.11.2024
7. Board Meeting	23.11.2024
8. Board Meeting	13.12.2024
9. Board Meeting	18.01.2025
10. Board Meeting	04.02.2025
11. Board Meeting	06.03.2025

23. MEMBERS MEETING

The Company had conducted 02 (Two) General Meetings of the shareholders during financial year under review

Sr. No. Type of Meeting	Date of Meeting
1. Annual General Meeting	30.09.2024
2. Extra-Ordinary General Meeting by	09.01.2025
Postal Ballot

24. COMMITTEE MEETING

As on 31^st March, 2025, the Board had three Committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of all the Committees is in line with the requirement of the Act. During the year, all the recommendations made by the Committees were approved by the Board.

I. AUDIT COMMITTEE:

The Audit Committee is having following member.

SR NO. NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1 Mr. Haresh Suthar	08388083	Non-Executive and Independent Director	Chairman
2 Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Member
3 Ms. Inderpreet Kaur Gulati	09213754	Director and CFO	Member

The terms of reference of the Audit Committee are in conformity with the provisions of Section 177 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. During the year under review, Four Audit Committee Meetings was held which was attended by all the members of Audit Committee

Sr. No. Type of Meeting	Date of Meeting
1. Meeting of Audit Committee	30.05.2024
2. Meeting of Audit Committee	07.09.2024
3. Meeting of Audit Committee	10.12.2024
4. Meeting of Audit Committee	04.02.2025

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is having following member.

SR NO. NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1 Mr. Haresh Suthar	08388083	Non-Executive and Independent Director	Chairman
2 Ms. Avani Ashwinkumar Shah	09608898	Non-Executive and Independent Director	Member
3 Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Member

The terms of reference of the Nomination and Remuneration Committee are in conformity with the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder. During the year under review, two meetings of Nomination and Remuneration Committee were held. which were attended by all the members of Nomination and Remuneration Committee.

Sr. No. Type of Meeting	Date of Meeting
1. Meeting of Nomination and Remuneration Committee	30.05.2024
2. Meeting of Nomination and Remuneration Committee	10.12.2024

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is having following member.

SR NO. NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1 Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Chairman
2 Ms. Avani Ashwinkumar Shah	09608898	Non-Executive and Independent Director	Member
3 Ms. Inderpreet Kaur Gulati	09213754	Director and CFO	Member

The terms of reference of the Stakeholders Relationship Committee are in conformity with the provisions of the Companies Act, 2013 and Rules made thereunder. During the year under review, one meetings of Stakeholders Relationship Committee were held which were attended by all the members of Nomination and Remuneration Committee.

Sr. No. Type of Meeting	Date of Meeting
1. Meeting of Stakeholders Relationship Committee	30.05.2024
2. Meeting of Stakeholders Relationship Committee	10.12.2024

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

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 therefore no disclosure is required to be made.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company has entered into any contract or arrangements with the Related Parties during the year under Section 188 read with section 2 (76) of the Companies Act, 2013.

Accordingly, the disclosure of such transactions in Form AOC-2, pursuant to Section 134(3)(h) of the Act, is applicable and is provided separately, forming an integral part of this Report-Annexure-IV

27. REMUNERATION PAID TO DIRECTORS & PARTICULERS OF EMPLOYEES:

A) Executive Directors: The remuneration paid to the Executive Directors for the financial year ended on 31^st March 2025 is as follows:

• Mr. Sanjay Mahavirprasad Gupta, Managing Director: Salary of ?12,00,000 ;

• Ms. Inderpreet Kaur Gulati, Chief Financial Officer (CFO): Salary of ?1,50,000

B) Non-Executive Directors: The Company has paid sitting fees for attending the meetings of the Board and/or Committees thereof, to all Non-executive Directors, namely:

• Ms. Juhi Sawajani- Non-Executive Independent Director of the Board: Rs. 48,000 (Forty-Eight Thousand)

• Ms. Avani Ashwinkumar Shah - Non-Executive Independent Director: Rs. 48,000 (Forty-Eight Thousand)

• Mr. Hareshkumar Shamjibhai Suthar - Non-Executive Independent Director: Rs. 48,000 (Forty-Eight Thousand)

Non-executive Directors did not have any other material pecuniary relationship or transaction vis-a-vis the Company during the year except as stated above.

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

> Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year ended on 31st March, 2025: NIL

> The percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year 2024-25: NIL

> Percentage increase in median remuneration of employees in the financial year 2024- 25: NIL

> The number of permanent employees on the rolls of the Company as at March 31, 2025: 45

Affirmation that the remuneration is as per the remuneration policy of the company: Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of the Company.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS OR SECRETARIAL AUDITOR IN THEIR REPORT

These were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

The provisions relating to submission of Secretarial Audit Report is applicable to the Company and forms part of this Annual Report in Annexure-II.

Auditors Comments:

Ms. Shivani Maheshkumar Vyas tendered her resignation on 30th April, 2024 from the post of Company Secretary of the company.

Mr. Ankitkumar Chaudhary has been appointed as company secretary and compliance officer of the company in the meeting held on 24th September, 2024.

This caused delay in filling the vacancy of the Company Secretary & Compliance Officer of the Company within the stipulated time of three months as provided in the Regulation 6(1A) of the LODR Regulations.

Boards Explanation:

Auditors observation is self-explanatory and does not require any further explanation from the Board. With regards to filling the vacancy of the Compliance Officer & Company Secretary of the Company beyond the stipulated period of 3 months.

The Company has made continuous efforts for finding another suitable candidate for the post of the Compliance Officer & Company Secretary of the Company.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria for CSR as prescribed under section 135 and schedule VII of the Act and the rules prescribed there under. Hence, the disclosure of the details about the policy developed and implemented by The Company on CSR initiatives taken during the financial year is not applicable.

30. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company informed the members that:

(i) In the preparation of the annual accounts for the Financial Year ended on 31^st March, 2025. the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 the profit and loss of the company for that period,

(iii) The directors had 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;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) 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; and

(vi) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively

31. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. The Companys internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and the same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Companys internal control system including internal financial controls.

32. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SEBI SCORES Portal and makes every effort to resolve all investor complaints received through SCORES portal or otherwise within the statutory time limit from the receipt of the complaint. During the financial year 2024-25, the Company received 1 (One) investor complaint through the SCORES portal, which has been resolved within the prescribed timeframe.

33. GREEN INITIATIVE

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on the Companys website www.bizoticgroup.com

34. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares.

The Insider Trading Policy of the Company covering the "Code of practices and procedures for Fair disclosures of unpublished price sensitive information" is available on the website www.bizoticgroup.com.

35. STRUCTURED DIGITAL DATABASE (SDD)

Maintenance of Structured Digital Database ("SDD") has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). The Company Have Installed SDD Services. The Company regularly updates entries in this software and submitted report quarterly to stock exchanges under Regulation 3(5) & (6) of SEBI PIT Regulations.

36. INSOLVENCY AND BANKRUPTCY CODE, 2016

The Details of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016 during the Year Along With Their Status as At the End of the Financial Year

During the financial year 2024-25, no application was made, nor was any proceeding initiated or pending under the Insolvency and Bankruptcy Code, 2016 by any Financial and/or Operational Creditors against the Company.

As on the date of this report, there are no applications or proceedings pending

against the Company under the Insolvency and Bankruptcy Code, 2016.

37. BOARD EVALUTION

This year too, the Board of Directors went through an elaborate process of evaluating its own effectiveness. Accordingly, formal evaluation of Boards, its Committee and Directors performance is carried out annually. This was designed to ensure, amongst other things, that the Board, its Committees and each Director continue to contribute effectively.

As per Section 134(3)(p) of the Act, a statement indicating the manner in which formal annual evaluation was made by the Board of their performance and that of its Committees and individual Directors, has to be furnished to the Members as part of the Boards Report.

As per provisions of Section 178(2) of the Act, Nomination and Remuneration Committee shall specify the manner for effective evaluation of performance of Board, its Committees and individual Directors to be carried out. Further, the Independent Directors, as part of their mandate under Schedule IV of the Act, need to make an evaluation of performance of the Board, its Committee and constituents of the Board apart from their self-evaluation. Under this process, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation is to be filled in, consolidated and discussed with the Chairman. The evaluation by the Independent Directors has been undertaken at the time of appointment. The Board of Directors undertook evaluation of Independent Directors at their meeting held on 10^th December, 2024 and 04 ^th February, 2025 and placed on its record that the Independent Directors have the requisite qualification, expertise and track record for performing their duties as envisaged under the Law, and they add value in the decision-making process of the Board.

The criteria for evaluation of performance of Directors, the Board as a whole and the Boards Committee, as specified by Nomination and Remuneration Committee was done.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

> ENERGY CONSERVATION

i. The steps taken or impact on conservation of energy- The operations of your Company are not energy intensive. However,

adequate measures have been initiated to reduce energy consumption.

ii. The steps taken by the company for utilizing alternate sources of energy - The operations of your Company are not energy intensive.

iii. The capital investment on energy conservation equipments- NIL

> TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

i. The efforts made towards technology absorption -NONE.

ii. The benefits derived like product improvement, cost reduction,

product development or import substitution - NOT

APPLICABLE.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year

a) The details of technology imported- NONE

b) The year of import- NOT APPLICABLE

c) Whether the technology been fully absorbed- NOT

APPLICABLE

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NOT APPLICABLE

iv. The expenditure incurred on Research and Development -NIL

39. PARTICULARS OF EMPLOYEES

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employees remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment 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. The Policy is gender neutral. We are pleased to inform you that no complaints pertaining to sexual harassment were received during the Financial Year 2024-25.

41. RISK MANAGEMENT

Risk Management is the process of identification, assessment and promotion of asks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company ensures risks are identified by the Company and its mitigation process/measures are formulated in the areas from time to time, as may be required.

42. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a Whistle Blower Policy/Vigil Mechanism in place. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Companys commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee.

The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

43. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has complied with all the applicable and effective secretarial standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) and notified by the Central Government.

44. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 "OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT”

No matters of actual or alleged fraud have been reported by the auditors under subsection (12) of Section 143 of the Companies Act, 2013.

45. HUMAN RESOURCES:

The Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.

46. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directors are apply to the Company. Ms. Avani Ashwinkumar Shah, Ms. Juhi Sawajani and Mr. Hareshkumar Shamjibhai Suthar were appointed as Independent and Non- Executive Director of the company with effect from 31^st December, 2022.

The Independent Directors met on 10^th December, 2024 and 04^th February,2025, inter- alia, to discuss the quality, quantity and timeliness of flow of information between the Company Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. All the Independent Directors were present at the Meeting.

47. DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

The provisions of Section 148(1) of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is not mandated for the products manufactured by the Company.

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, the Company has not filed any application nor as having any pending proceedings under the Insolvency and Bankruptcy Code, 2016.

49. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

50. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

This Clause is not applicable to the company.

51. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Companys operations forms part of this Annual Report above referred report is being placed herewith here with at Annexure -III.

52. OTHER DISCLOSURES/REPORTING:

The Directors state that disclosure or reporting is required in respect of the following items as there is an events/instances/transactions occurred on these items during the year under review:

Material changes and commitments as the Company continues to maintain its strong position on the BSE platform, reflecting the sustained trust and confidence of its stakeholders and investors over the years.

a) Details relating to deposits covered under Chapter V of the Act;

b) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);

c) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future; and

d) Details in respect of frauds reported by the Auditors under section 143(12) other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditors

53. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

54. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, service providers and bankers for their support during the year, without the respective contributions of which, the Company would not have been able to reach the current position. We are humble in acknowledging the participation and involvement of each one of them, and due to the existence of several such parties, your directors do not intend making any special mention of any one or few of them, but however, expect the continued co-operation and involvement with companys activities in the future as well. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, leadership, co-operation and support.

Your directors wish to thank the Government Authorities and the various Government Agencies for their support and valuable guidance provided to the Company and look forward to their continued support in the future.

For and on Behalf of the Board of Directors of

BIZOTIC COMMERCIAL LIMITED

SANJAYKUMAR MAHAVIRPRASAD GUPTA

MANAGING DIRECTOR

DIN: 07610448

PLACE: AHMEDABAD

DATE: 03.09.2025