BNR Udyog Ltd Management Discussions

For the Financial Year 2024–2025 (April 1, 2024 – March 31, 2025)

1. Overview

The financial year 2024–25 has been challenging for your Company, reflected in the underperformance compared to the previous year. Despite the downturn, the Company remains committed to pursuing growth opportunities and is actively exploring new avenues for business expansion, particularly in IT and IT-enabled services (ITES). Encouragingly, the Company has continued to receive orders from various government entities, indicating a stable potential for future engagements.

2. Industry Structure and Developments

The Company operates across multiple sectors, including:

• Business Support Services

• Financial Investments

• Real Estate

In Business Support Services, the Company caters to government, semi-government, and private sector clients. It is actively working to expand its client base, particularly in software and e-Governance solutions.

In Financial Services, the performance has remained satisfactory despite market volatility.

The Real Estate segment, especially in Telangana, has been adversely affected by market slowdowns. Accordingly, the Company has decided to adopt a wait-and-watch strategy for this segment until market conditions improve.

3. Opportunities and Threats

The Indian Governments National e-Governance Plan (NeGP) provides a long-term growth opportunity for companies engaged in IT and ITES. The ongoing digital transformation efforts across central and state governments continue to open up significant prospects in the e-governance domain.

Opportunities:

• Growth of digital governance initiatives

• Increased demand for remote working infrastructure and IT solutions

• Scope in public sector digitization for the next two decades

Threats:

• Changes in government policies or regulations

• Economic uncertainties and market volatility

• Project delays or payment issues from public sector clients

4. Segment-wise or Product-wise Performance

The Company has identified the following as primary reportable segments:

• IT & ITES

• E-Governance Projects

• Business Support Services

• Financial Investments

• Real Estate

5. Outlook

The Company remains optimistic about its future prospects:

• Business Support Services: Continued participation in government and private tenders is yielding consistent work. The Company is also attracting new clients while retaining existing ones.

• Financial Sector: Due to market volatility, investments are being made cautiously, with proper research and due diligence.

• Real Estate: The Company has made selective investments while awaiting market recovery.

6. Risks and Concerns

The Company faces the following risks:

• Adverse changes in government policy, especially in financial services and e-governance sectors

• Market volatility affecting share valuation and returns

• Prolonged stagnation in real estate markets

7. Internal Control Systems and Their Adequacy

The Company has instituted comprehensive internal control systems that ensure:

• Safeguarding of assets

• Prevention of unauthorized use or disposal

• Proper authorization of transactions and accountability

8. Financial Performance vs Operational Performance

Particulars	FY 2024–25	FY 2023–24
Total Income	166.65 Lakhs	723.72 Lakhs
Net Profit/(Loss)	(54.84 Lakhs)	444.57 Lakhs

The significant decline in income and profitability is attributed to the steep fall in market value of shares and overall adverse economic conditions during the year.

9. Human Resources and Industrial Relations

There have been no material developments in human resources or industrial relations during the year.

Particulars	FY 2024-25	FY2023-24
Staff	10	10
Workmen	--	--
Third Party	--	--
Total	10	10

10. Key Financial Ratios – Significant Changes

RATIOS:
Particulars	2024-25	2023-24	Remarks
Debtors Turnover	5.15	6.79	Slower realization of trade receivables
Inventory Turnover
Interest Coverage Ratio
Current Ratio	22.05	6.62	Drop in current liabilities, including no tax liability in FY 2024–25
Debt Equity Ratio
Operating Profit Margin (%)	-64%	72%	Adverse market impact on share value
Net Profit Margin (%)	-35%	142%	Substantial decline in investment returns
Return on Net Worth (%)	-1.62	1.08	Result of losses due to market downturn

Note: Inventory Turnover, Interest Coverage Ratio, and Debt-Equity Ratio are not applicable or not material for reporting.

11. Disclosure of Accounting Treatment

During the preparation of Financial Statements of F.Y. 2024-25 the treatment as prescribed in Accounting Standards have been followed by the Company. There is significant changes in Accounting Treatment as followed by the Company in current financial year as compared to previous financial year except as stated hereunder.

The Company has reassessed the classification of certain equity investments previously presented under Non Current Investments and measured at Fair Value Through Other Comprehensive Income (FVTOCI). Based on the revised assessment, it was determined that these investments are held for trading and, therefore, should be classified as Current Investments and measured at Fair Value Through Profit or Loss (FVTPL), in accordance with the principles of Ind AS 109-Financial Instruments.

Investment in shares which was previously shown under Non Current Investment is reclassified into current investments in the current financial year considering the nature of investments.

12. Cautionary Statement

Statements in this report describing the Companys objectives, projections, estimates, and expectations may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ materially due to various economic conditions, government policies, and other unforeseen factors beyond the Companys control.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members of BNR Udyog Limited Hyderabad

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of BNR Udyog Limited having CIN:L67120TG1994PLC018841 and having registered office at 218,2nd floor, Maheshwari Chambers,6-3-650, Somajiguda, Hyderabad TG 500082 IN (herein after referred to as ‘the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3)read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers. We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year Ending on 31st March, 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No Name of Director	DIN	Date of Appointment in Company
1. Mr. Kamal Narayan Rathi	00011549	29/11/1994
2. Mr. JanampalliVikramdev Rao	00173556	05/06/1995
3. Mr. Bharadwaj Turlapati	00211834	30/07/2005
4. Mr. Sandeep Rathi	05261139	30/05/2012
5. Mr. Sreeram Athota	10432878	29/03/2024
6. Mrs. Vidya Harkut	10040990	29/03/2024

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company hereby discloses the details of unpaid/unclaimed dividend and therespective share thereof as follows:

Aggregate No. of Shareholders and the outstanding shares in the suspense account at the beginning of the year.	No. of shareholders who approached the company for transfer of shares from suspense account during the year.	No. of shareholders to whom shares were transferred from suspense account during the year.	Aggregate No. of Shareholders and the outstanding shares in the suspense account at the end of the year.
83946	--	--	120862

** Voting Right on these shares shall remain frozen till the rightful owner of such shares claims the shares.