Your directors are pleased to present the 40^th Annual Report of your Company together with the Audited
Statement of Accounts and the Auditor’s Report for the financial year ended, 31st March, 2025.

HIGHLIGHTS OF PERFORMANCE

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S 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 Company's
website viz of the Company at www.biiovhans.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:

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.biiovhans.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.

BOARD’S COMMENTS ON THE STATUTORY AUDITOR’S 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
arm’s 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 COMPANY’S 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
Company’s 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

KEY MANAGERIAL PERSONNEL

The following functioned as Key Managerial Personnel during the year:

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 Company’s 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;

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;

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;

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 Company’s 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 Company’s
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 Company’s 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.biiovhans.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 Company’s 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