Hamps Bio Limited Directors Report

To

The Members,

HAMPS BIO LIMITED

(Formerly Known as HAMPS BIO PRIVATE LIMITED)

ANKLESHWAR

Your directors have pleasure in presenting the 18th Boards Report of the Company together with audited Statement of Accounts and the Auditors Report of your company for the financial year ended 31st March, 2025.

FINANCIAL RESULTS:

	(Amount in Lakhs)	(Amount in Lakhs)
Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
(a) Turnover (including Other Income)	681.99	650.13
(b) Net Profit/Loss (before depreciation and tax)	78.09	105.35
Less: Depreciation	37.71	40.36
(c) Net Profit/(Loss) before tax	40.38	64.99
Less: Provision for Tax
Current Tax:	11.35	16.58
Deferred Tax:	(0.74)	(1.65)
(d) Net Profit/(Loss) after tax	29.77	50.06

STATE OF COMPANYS AFFAIRS:

During the financial year ended March 31,2025, Hamps Bio Limited sustained its strategic growth momentum, focusing on infrastructure expansion, green energy integration, and consolidation across its core verticals. The company continued to demonstrate a positive trajectory in both revenue and production capacity while laying a strong foundation for future export growth and improved profitability.

Key developments during the year included the installation of a 350 kVA ground-mounted solar plant at the Ankleshwar facility, significantly contributing to the companys sustainability goals. Additionally, the combined output from the Surat and Ankleshwar units boosted overall group production capacity. With this expanded infrastructure and rising market demand, the company expects a 30% increase in both exports and revenue in the coming year.

From a financial perspective, Hamps Bio reported revenue of ^6.67 crore and a net profit of ^0.30 crore in FY 2025, compared to ^6.48 crore and ^0.50 crore in FY2024, and ^5.58 crore and ^0.36 crore in FY 2023. Backed by strategic investments made through IPO proceeds, the company is well-positioned for sustained growth in the years ahead.

PERFORMANCE EVALUATION OF BOARD. COMMITTEES AND DIRECTORS

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. Factors of evaluation include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year 20242025.

WEB LINK OF ANNUAL RETURN. IF ANY:

The Annual Return for the financial year 2024-25, pursuant to Section 92(3) of the Companies Act, 2013 will be made available on the website of the Company at https: / /www.hampsbio.com /.

SHARE CAPITAL:

The authorized share capital of the company as on 31.03.2025 is Rs. 5,00,00,000 (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lakhs) equity shares of Rs. 10 each and the paid- up share capital of the Company as on 31.03.2025 is Rs. 4,35,60,000 divided into 43,56,000 Equity shares of Rs.10/- each.

Authorized share capital

During the financial year 2024-25, there is no change in authorized share capital of the company. Paid-up Share Capital

• Issue of Bonus equity shares:

During the year under review, in order to encourage the shareholders continued support, the Board has allotted 11,76,000 equity shares having face value of10/- each as bonus equity shares, in the ratio of Three (3) equity share having face value of10/- each for every Five (5) existing equity share having face value of10/- each in the meeting of June 03, 2024. The issue of Bonus Shares has been approved by the shareholders of the Company in the Extra-ordinary General Meeting dated June 01, 2024.

• Public Issue - Initial Public Offer IPO:

During the year under review, pursuant to the shareholders approval granted at the ExtraOrdinary General Meeting on April 30,2024, the Company successfully completed its Initial Public Offering (IPO) by issuing 12,20,000 (Twelve Lakhs Twenty Thousand Only) equity shares at a price of Rs 51/- (Rupees Fifty One only) each, which includes a premium of Rs. 41 (Rupees Forty One only) per equity share with a face value of Rs. 10/- (Rupees Ten only) in the Meeting of Board of Directors of the Company held on December 18, 2024, by way of listing its securities on SME platform of Bombay Stock Exchange (‘BSE) on December 20, 2024.

The Directors placed on record their appreciation of contributions made by the entire IPO team with all the dedication, diligence and commitment which led to successful listing of the Companys equity shares on the BSE SME platform. Further, the success of the IPO reflects the trust and faith reposed in the Company by the Investors, customers and business partners and the Directors thank them for their confidence in the Company.

Pursuant to the provisions of Regulation 32of the Listing Regulations, the Company had utilized the net proceeds of IPO as on March 31, 2025, in objects mentioned below:

Objects for which funds have been raised and where there has been a deviation, in the following table:

Original Object	Modified Object, if any	Original Allocation (Rs. in Crores)	Modified allocation, if any	Funds Utilise d (Rs. in Crores)	Amount of Deviation / Variation for the quarter according to applicable object	Remar ks if any
1. Purchase of plant & machinery for FMCG division;	Not Applicable	3.59 Crores	Not Applicable	1.11 Crores	Not Applicable	Utilisat ion upto March, 2025
2.Enhancin g the visibility and awareness of our brand;	Not Applicable	0.50 Crores	Not Applicable	0.14 Crores	Not Applicable	Utilisat ion upto March, 2025
3. General corporate purposes	Not Applicable	1.52 Crores	Not Applicable	1.52 Crores	Not Applicable	Utilisat ion upto March, 2025

LISTING FEES:

The Company has paid Listing Fees for the Financial Year 2024-25 to the Stock Exchange, where its Equity Shares are listed.

DIRKCTORS & KEY MANAGERIAL PERSONNEL:

(A) Appointment/ Cessation:

During the year under review, Mr. Mountbaton Sakarchand Shah resigned from the position of Chief Financial Officer and Mrs. Mitali Shrenikkumar Shah resigned from the position of Non-Executive Director both with effect from 13.06.2024.

During the year under review, Mrs. Mitali Shrenikkumar Shah was appointed as Chief financial Officer on 14.06.2024 and Mrs. Pallavi Herrik Shah was appointed as NonExecutive Director on approval of members at the Extraordinary General Meeting duly held on 15.06.2024.

(B) Retire by Rotation and Re - Appointment:

Mr. Shrenikkumar Mountkumar Shah, Whole - Time Director will retire by rotation at ensuing Annual General Meeting and being eligible, he has offered to be re-appointed as Director. The Board proposes his reappointment to the members.

(C) Key Managerial Personal:

The following persons were designated as Key Managerial Personnel as on 31.03.2025

1. HERRIK MOUNTBATON SHAH	Managing Director
2. SHRENIKKUMAR MOUNTKUMAR SHAH	Whole-Time Director
3. PALLAVI HERRIK SHAH	Director
4. MITALI SHRENIKKUMAR SHAH	CFO
5. RADHIKAARUN KANOD1YA	Independent Director
6. JINAYDIPAKKUMARPALRECHA	Independent Director
7. KOMALJAIN	Company Secretary

(D) Declaration given bv the Independent Directors:

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as Listing Regulations.

In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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;

(c) 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) Clause (e) of section 134(5) is not applicable as the Company is not a listed 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 effectively.

BOARD MEETINGS:

During the financial year 2024-25, the Board of Directors of the Company duly meet Twenty - Six times

SNo.	Date of Meeting	Board Strength	No. of Directors Present
1	05.04.2024	5	5
2	10.05.2024	5	5
3	17.05.2024	5	5
4	20.05.2024	5	5
5	30.05.2024	5	5
6	03.06.2024	5	5
7	04.06.2024	5	5
8	13.06.2024	5	5
9	17.06.2024	5	5
10	25.06.2024	5	5
11	01.07.2024	5	5
12	09.07.2024	5	5
13	25.07.2024	5	5
14	27.07.2024	5	5
15	29.07.2024	5	5
16	03.09.2024	5	5
17	05.09.2024	5	5
18	18.11.2024	5	5
19	29.11.2024	5	5
20	02.12.2024	5	5
21	09.12.2024	5	5
22	18.12.2024	5	5
23	19.12.2024	5	5
24	07.01.2025	5	5
25	21.01.2025	5	5
26	21.02.2025	5	5

COMMITTERS OF BOARD:

During the year under review, your Directors have constituted wherever required, the following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all the Board level committees have been elaborated in the report

I. AUDIT COMMITTEE:

The Composition of the Committee and Attendance of the members are as under:

Sr. No	Name of Members	Designation	Number of Meeting Entitled	Number of Meeting Attended
1	JINAY DIPAKKUMAR PALRECHA (NON- EXECUTIVE INDEPENDENT DIRECTOR)	CHAIRPERSON	8	8
2	RADHIKA ARUN KANODIYA (NON- EXECUTIVE INDEPENDENT DIRECTOR )	MEMBER	8	8
3	PAL LA VI HERRIK SHAH (NON-EXECUTIVE DIRECTOR)	MEMBER	2	2

The Audit Committee reconstituted its composition vide the board resolution dated 17/06/2024.

II. NOMINATION & REMUNERATION COMMITTEE

The Composition of the Committee and Attendance of the members are as under:

Sr. No	Name of Members	Designation	Number of Meeting Entitled	Number of Meeting Attended
1	RADHIKA ARUN KANODIYA (NON- EXECUTIVE INDEPENDENT DIRECTOR )	CHAIRPERSON	2	2
2	JINAY DIPAKKUMAR PALRECHA (NON- EXECUTIVE INDEPENDENT DIRECTOR)	MEMBER	2	2
3	PALLAVI HERRIK SHAH (NON-EXECUTIVE DIRECTOR)	MEMBER	0	0

The Nomination and Remuneration Committee reconstituted its composition vide the board resolution dated 17/06/2024.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Committee and Attendance of the members are as under:

Sr. No	Name of Members	Designation	Number of Meeting Entitled	Number of Meeting Attended
1	PALLAVI HERRIK SHAH (NON-EXECUTIVE DIRECTOR)	CHAIRPERSON	1	1
2	JINAY D1PAKKUMAR PALRECHA (NON- EXECUTIVE INDEPENDENT DIRECTOR)	MEMBER	1	1
3	RADHIKA ARUN KANODIYA (NON- EXECUTIVE INDEPENDENT DIRECTOR )	MEMBER	1	1

The Stakeholders Relationship Committee constituted its composition vide the board resolution dated 17.06.2024

AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITOR

The Members of the Company at their 16th Annual General Meeting held on September 30, 2023, have appointed M/s. MGVS & ASSOCIATES, Chartered Accountants, (FRN No. 140555W), as the Statutory Auditors of the Company for the period of 5 (five) years from the conclusion of the 16th Annual General Meeting till the conclusion of the 21st Annual General Meeting of the company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are selfexplanatory.

SECRETARIAL AUDITOR & THEIR REPORT

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s /s Richa Goyal & Associates, Company Secretary in Practice to conduct the secretarial audit for the financial year 2024-25. The Secretarial Audit Report as received from Mrs. Richa Manoj Goyal, Company Secretary in Practice is appended as "Annexure- I” to this Report

INTERNAL AUDITOR

The Company has appointed M/s Naviwala & Associates, Chartered Accountants of the Company as Internal Auditor of the Company for conducing Internal Audit of Company for Financial Year 2024-2025, according to the Section 138 of the Companies Act, 2013 and read with the Rule 13 of The Companies (Accounts) Rules, 2014.

Further, the Board has re-appointed M/s Naviwala & Associates, Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2025-26 in the board meeting held on 28th May, 2025.

COST AUDITOR

The Company is not required to appoint Cost Auditor and maintain a cost records during the year under review.

DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the F.Y. ended 31st March,2025. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the F.Y. ended 31st March,2025.

BOARD S COMMENTS ON QUALIFICATION. RESERVATION & ADVERSE REMARKS OR DISCLAIMER MADE BY:

Statutory Auditors

Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

Loans, Guarantees or Investments made under Section 186 of the Companies Act. 2013:

During the financial year 2024-25, the Company has not made any investment Further the Company has not given any guarantee or security to any person or body corporate.

PARTICULARS OF RELATED PARTY TRANSACTIONS

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as "Annexure - II".

EXTRACT OF ANNUAL RETURN:

As required pursuantto section 92(3) ofthe Companies Act, 2013 read with Section 134(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return is available on the website of the company i.e.https://www.hampsbio.com/.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

Details Pertaining to Remuneration as Required under Section 197(12) Of the Companies Act, 2013 Read with Rule 5(1), 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure-III".

TRANSFER TO GENERAL RESERVES:

During the financial year under review, your Company has not transferred any amount to General Reserve.

DIVIDEND:

Your Directors do not recommend any dividend during the financial year ended 31.03.2025. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried an annual performance evaluation of its own performance, committees and the directors individually.

BOARD POLICIED

The details of various policies approved and adopted by the Board as required under the Act and SEB1 Listing Regulations are available on the website of the Company at https://www.hampsbio.com/.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a Director and also a policy for remuneration of directors, key managerial personnel and senior management The Nomination and Remuneration Policy of Company is available at the website of the Company https://www.hampsbio.com/.

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

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks 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 has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated an elaborate Risk Management policy which is duly implemented and reviewed from time to time in order to align it with the evolving market conditions.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy is uploaded on the website of the Company https://www.hampsbio.com/.

During the year under review, the Company has not received any complaint under the whistle blower policy.

MATERIAL CHANGES & COMMITMENTS

There has been no material changes and Commitment affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the Report

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended is provided as "Annexure- IV" of this Report

DETAILS OF COMPANYS CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Corporate Social Responsibility as contained under the Companies Act, 2013 are not applicable on the Company.

COST RECORD:

The provision of Cost audit as per section 148 doesnt applicable on the Company.

CORPORATE GOVERNANCE:

Since the Company is listed on BSE SME, the Company is exempt from applicability of certain regulations pertaining to ‘Corporate Governance under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Annual Report as "Annexure V".

JOINT VENTURE/ ASSOCIATE OR SUBSIDIARY COMPANIES

Company does not have any Subsidiary, Joint venture and Associate Companies.

DEPOSITS

The Board states that no disclosure or reporting was required in respect of the details relating to deposits covered under Chapter V of the Act as there were no deposits during the financial year 2024-25.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2024-25.

DETAILS OF DIFFERENCE BETWEEEN 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

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

INTERNAL FINANCIAL CONTROLS

The Company has maintained adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES, OF INDIA (ICSI)

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (1CSI).

ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

There is no such order passed by the Regulators/Courts/Tribunals in respect to the Company during the financial year.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the co-operation and support extended by the Share Holders, various authorities, banks, dealers and vendors.

The Directors also acknowledge with gratitude the dedicated efforts and valuable contribution made by all the employees of the Company.

		For HAMPS BIO LIMITED
		(FORMERLY KNOWN AS HAMPS
		BIO PRIVATE LIMITED)
Date: 29.07.2025
Place: Ankleshwar
	Sd/-	Sd/-
	HERRIK MOUNTBATON SHAH	SHRENIKKUMAR
	DIN:01052316	MOUNTKUMAR SHAH
	(Managing Director)	DIN:00973690
		(Whole-time director)