The Board of Directors hereby presents their 9th (Nineth) report of BharatRohan AirborneInnovations Limited ("the Company") together with Standalone and ConsolidatedAudited Financial Statements for the Financial Year ended on 31st March, 2025 (“Duringthe year”).
FINANCIAL SUMMARY OF FINANCIAL STATEMENTS:
The highlight of company’s financial performance for the financial year ended 31st March,2025:
Stant
alone
Consolidated
Particulars
Year Ended31st Mar 2025
Year Ended31st Mar 2024
Revenue fromOperations
2817.23
1895.48
Profit Before Tax
890.38
516.68
883.46
Less:
Current Tax
121.76
111.06
MAT Creditentitlement
(121.75)
(111.06)
Tax Expense of earlierperiod
0.94
21.60
MAT tax creditentitlement for earlierperiod
(21.54)
(0.24)
Deferred Tax
(28.92)
(16.29)
28.92
16.29
Profit For the Year
939.90
511.61
932.97
STATE OF COMPANY’S AFFAIRS/ HIGHLIGHTS:
a) The Company is dedicated to empowering farmers by mitigating crop losses throughthe prediction of pest attacks and disease outbreaks. Our team comprises aeronauticalengineers, UAV system engineers, and hyperspectral imaging experts, who leverageaffordable UAVs/drones, hyperspectral imaging, data analytics, artificialintelligence, and machine learning technologies to address specific farmchallenges. Through our technological intervention, farmers are enabled to cultivatecrops using Integrated Crop Management (ICM) techniques, resulting in a significantreduction in chemical usage during cultivation. Additionally, the company providesagri-inputs to partner farmers and facilitates better market access by procuring theirfarm produce and supplying it to domestic and international markets. BharatRohan hasestablished itself as a leading vertically integrated player in the agritechsector, delivering sustainable farming solutions for farmers while ensuring theavailability of safe food for consumers.
Our drone-based crop monitoring services have experienced substantial horizontalgrowth, now serving over 200,000 acres and benefiting more than 50,000farmers across Uttar Pradesh, Rajasthan, Maharashtra, Meghalaya, Andhra Pradesh,Telangana and Karnataka. This expansion underscores the increasing adoption ofprecision agriculture technologies and the tangible value our services deliver inenhancing farm productivity and efficiency. Through the strategic deployment of ouradvanced drone fleet, we are providing farmers with precise, real-time insights into crophealth, nutrient deficiencies, pest infestations, and irrigation needs. This data-drivenapproach enables timely interventions, optimizes input usage, minimizes crop losses,and ultimately contributes to improved yields and farmer profitability across these keyagricultural states.
We have successfully implemented the AWD project across 7,250 acres, advancingwater conservation and sustainable rice cultivation. In the next season, we aim toexpand this initiative to 20,000 acres, with the added goal of generating carbon credits.
Under our CropAssure® program, we have supported 300 acres of ginger and paddycultivation, equipping farmers with data-driven insights to improve their practices.Additionally, we have initiated the setup of a BharatRohan Pragati Centre to offerlocalized resources and support, further empowering the farming community inMeghalaya.
In Barabanki district, we have onboarded new 400 wheat farmers under the Governmentof Uttar Pradesh and IFC monitored project. Through our CropAssure® services, we areenabling robust monitoring and evaluation systems, laying the foundation for scalableoperations across the state through the government support.
BharatRohan is in advanced stages of collaborating with a major agri-input and agritechcompanies and having access to 18 Lakh farmers in 12 Indian states. BharatRohan willprovide drones to their regions of interest across India and will provide spraying andcrop monitoring services.
In collaboration with AgHub and Fraunhofer, Germany, we are accelerating climate-resilient agriculture across Telangana. This initiative spans 1,000 acres of cotton andpaddy, integrating cutting-edge technologies to address climate challenges.
We have partnered with Mastercard and Obopay to issue Pragati Cards, enablingBharatRohan farmers to access agri-inputs, drone technology, and seamless paymentsolutions. This initiative incentivizes farmers to adopt technology by offeringcashbacks and discounts, improving retention. Additionally, Mastercard’s FarmPassplatform will enhance input and output sales, facilitate invoice discounting, and enablecredit facilities for input purchases via Pragati Cards.
In partnership with AgHub and Fraunhofer, we are advancing crop-specific Spectral
Vegetation Indices (SVI) development and spectral library creation.
Nearing completion of Type Certification for our 10-liter drone (currently under review atDirectorate General of Civil Aviation, expected by June 2025) and progressing with the 16-liter drone certification for March 2025.
• Formed a wholly owned subsidiary called Groeigids B.V. in The Hague, Netherlands.
• Partnership Belgium based research organisation: Collaborating to develophyperspectral edge computing drones for global markets through our fully ownedsubsidiary, Groeigids B.V. This strategic move will facilitate close collaboration withDutch hyperspectral imaging manufacturers, leading to the development of anintegrated drone equipped with hyperspectral data acquisition and edge computingcapabilities. This innovative product will be marketed globally, propelling thecompany's product innovation and revenue streams to new heights.
The Netherlands office will also serve as a gateway for Bharatrohan to export ICM(Integrated Crop Management), residue free farm products sourced from farmersutilizing Bharatrohan's services, to European markets.
This R&D collaboration has the potential to revolutionize precision agriculture byenabling real-time crop analysis, early disease detection, and optimized resourcemanagement, contributing to increased yields and sustainability in farming practicesworldwide.
NEXT-GEN DRONE MONITORING: ENHANCING PRECISION & SECURITYExpanding Regional Footprint: Unlocking Strategic Opportunities
• Maharashtra: Onboarded 7 FPCs, covering 2,500 acres and targeting 6,000 acres forthe upcoming season.
to M
• Madhya Pradesh: Added 2 FPCs, extending CropAssure services to crops likecoriander, maize, mustard, and Bengal gram, adding additional 2,500-acres underservice.
• Major Agribusiness Conglomerate: Expanded crop monitoring services for chillicrops across 600 acres in Bhadrachalam, Warangal, and Raichur districts.
Innovating Business Growth: Launching New Commercial Frontiers
• Initiated a comparative study for chilli crops in Khammam to ensure compliance withchemical residue free quality standards in association with a corporate partner.
• Partnered with DCM Shriram Foundation to monitor mangrove health using dronetechnology.
Driving Scalable Success: Advancing Operations & Market Entry
Secured a tender to provide crop monitoring and spraying services in Maharashtra'sMarathwada region, covering 50,000 acres with a revenue potential of ?5 Crore.
• Strengthened residue free farm product sourcing from our partner farmers acrossMadhya Pradesh, Maharashtra, and Rajasthan.
• Established a new collection centre in Maharashtra for soybean, turmeric, and Bengalgram procurement.
• Obtaining necessary certifications (Spice Board RCMC, FSSAI, APED A) forexporting agricultural commodities.
• Secured a grant from International Fund for Agricultural Development (IFAD) forsetting up of a processing unit in Jodhpur, to clean, sort, and package spices,oilseeds and pulses for international markets.
• Initiated FSSC 22000 certification for farm-level and processing plant compliancefor European and US exports.
• Partnerships with chemical residue testing labs to optimize farm practices in linewith global standards.
During the Financial Year ended 31st March 2025 there has been no change in the business ofthe company. During the Financial Year Company has filed an application for conversion fromPrivate Limited company to a Limited Company in a duly convened Annual General Meetingheld on 29th August 2024, the same got approved by the authorities and came effective from12th November 2024
During the Financial Year company has generated revenue of Rs. 2817.23 Lakhs Comparedto Revenue of Rs. 1895.48 Lakhs generated last year. Company has earned the Profit afterTax of Rs. 939.92 Lakhs. The Directors of the Companies are continuously trying their bestto generate more sources of revenue.
• DIVIDEND:
During the Financial Year i.e 2024-25 the Board of Directors does not recommend paymentof dividend for the Financial Year ended 31st March 2025.
• TRANSFER TO RESERVE:
The Company does not propose to transfer any amount to General Reserve for the periodended 31st March 2025.
There has been no material change in the nature of business of the Company during theFinancial Year 2024-25.
• AUTHORISED SHARE CAPITAL:
As on 1st April 2024 the Authorized Share Capital of the Company was increase from INR5,00,00,000 (Rupees Five Crore Only) comprising of 50,00,000 Equity Shares of INR 10/-each to INR10,00,00,000 (Rupees Ten Crore Only) Comprising of 1,00,00,000 equity Sharesof INR 10/- each in a duly convened Extra-Ordinary General Meeting held on 1st April 2024.
During the Financial Year 2024-25 the following changes occurred in the Authorised sharecapital pursuant to following transactions:
> Increase in Authorised Share Capital of the Company from INR 10,00,00,000 (RupeesTen Crore Only) consisting of 1,00,00,000 (One Crore Only) Equity Shares of INR10/- each to 15,00,00,000 (Rupees Fifteen Crore Only) consisting of 1,50,00,000 (OneCrore Fifty Lakhs Only) Equity Shares of INR 10/- each in a duly convened AnnualGeneral Meeting held on 29th August 2024.
> Increase in Authorised Share Capital of the Company from INR 15,00,00,000 (RupeesFifteen Crore Only) consisting of 1,50,00,000 (One Crore Fifty Lakhs Only) EquityShares of INR 10/- each to 20,00,00,000 (Rupees Twenty Crore Only) consisting of2,00,00,000 (Two Crore Only) Equity Shares of INR 10/- each in a duly convenedExtra-Ordinary General Meeting held on 20th February 2025.
• ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:
As on 1st April 2024 the Issued, Subscribed and Paid-up Share Capital of the Company wasINR 3,21,49,020/- (Three Crore Twenty-One Lakhs Forty-Nine Thousand and Twenty Only)comprising of 32,14,902 (Thirty-Two Lakhs Fourteen Thousand Nine Hundred and TwoOnly) Equity Shares of INR 10/- each.
During the Financial Year 2024-25 the following changes (through allotment) occurred in theissued, subscribed and paid-up share capital pursuant to following transactions:
• 23rd April 2024: Allotment of 70,966 Equity Shares of INR 305/- each (Including INR 295/-Share Premium) by way of Private Placement (01/2024-25).
• 13th September 2024: Allotment of 1,14,500 Equity Shares of INR 335/- each (Including INR325/- Share Premium) by way of Private Placement (02/2024-25).
• 25th September 2024: Bonus Issue of 1,02,40,365 (One Crore Two Lakhs Forty ThousandThree Hundred and Sixty-Five Only) Equity Shares.
• 17th February 2025: Allotment of 9,70,000 Equity Shares of INR 85/- each (Including INR75/- Share Premium) by way of Private Placement (03/2024-25).
As on 31st March 2025 the Issued, Subscribed and Paid-up Share Capital of the Companystands at INR 14,62,38,200/- (Forten Crore Sixty-Two Lakhs Thirty-Eight Thousand TwoHundred Only) comprising of 1,46,23,820 (One Crore Forty-Six Lakhs Twenty-ThreeThousand Eight Hundred and Twenty Only) Equity Shares of INR 10/- each.
As on date of this report there are Six (06) Directors.
The details of Directors and Key Managerial Personnels (KMPs) of the Company are givenbelow:
NAME OF DIRECTOR/KMP
DIN
CATEGORY
DIRECTOR
Amandeep Panwar
07483508
Executive Director and Chairman
Rishabh Choudhary
07585659
Executive Director
Vijay Nadiminti
09224837
Non-Executive Director
Sarita Bahl
08832351
Independent Director
Alka J Dangash
08018896
Rajamani Shankar
10773674
KEY MANAGERIAL PERSONNEL
Managing Director
Whole Time Director
Aakansha Singh
—
Company Secretary & ComplianceOfficer
Ved Prakash Goel
Chief Financial Officer
During the Financial Year 2024-25 following changes have occurred in the Composition ofBoard of Directors and Key Managerial Personnel:
• Mr. Vijay Nadiminti (DIN:09224837) was appointed as Non-Executive Director wef12th September 2024.
• Ms. Alka J Dangash (DIN:08018896) was appointed as Independent Director wef 12thSeptember 2024.
• Mrs. Sarita Bahl (DIN:08832351) was appointed as Independent Director wef 12thSeptember 2024.
• Mr. Rajamani Shankar (DIN: 10773674) was appointed as Independent Director wef12th September 2024.
r
• Mr. Amandeep Panwar (DIN:0748308) was redesignated and appointed as CEO,Managing Director and Chairman of the company wef 12th September 2024.
• Mr. Rishabh Choudhary (DIN:07585659) was redesignated and appointed as WholeTime Director of the Company wef 12th September 2024.
• Mr. Chandra Sekhar Ande (Chartered Accountant having Membership No: 271622 andCost Management Accountant having Membership No: 54330) was appointed as ChiefFinancial Officer of the company wef 12th September 2024.
• Mr. Mukesh Panwar (DIN:01872914) resigned from his position of Directorship ofthe company wef 24th September 2024.
• Mr. Chandra Sekhar Ande (Chartered Accountant having Membership No: 271622 andCost Management Accountant having Membership No: 54330) resigned from hisposition of Chief Financial Officer wef 18th January 2024
• Mr. Yed Prakash Goel was appointed as Chief Financial Officer of the Company wef1st April 2025
All Independent Directors have confirmed that they meet the independence criteria inaccordance with Section 149(6) of the Companies Act, 2013 and the rules framed thereunder.
In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act,Rules made thereunder.
• BOARD MEETINGS:
During the Financial Year ended 31st March 2025, (10th) Ten Board Meetings were held andthe Maximum time gap between the two-board meeting was not more than 120 Days. Detailsof which is mentioned hereunder:
S. NO
DATE OF MEETING
TOTAL NO
NO OF DIRECTORS
OF
PRESENT AT THE
DIRECTORS
MEETING
1
23 April 2024
3
2
10 June 2024
22 July 2024
4
5 August 2024
5
5 September 2024
6
20 September 2024
7
20 December 2024
8
11 January 2025
9
10 February 2025
10
24 March 2025
• GENERAL MEETINGS:
During the Financial Year ended 31st March 2025, (06th) Six Extra-Ordinary GeneralMeeting were convened and (01) One Annual General Meeting was convened. Details ofwhich is mentioned hereunder:
S.NO
DATE OFMEETING
TYPE OFMEETING
NO OF
SHAREHOLD
ERS
SHAREHOLDERS WHO WEREPRESENT ATTHE MEETING(AGM/EGM)
01st April 2024
Extra OrdinaryGeneral Meeting
74
26th July 2024
77
29th August2024
Annual GeneralMeeting
6th September2024
78
23rd September2024
87
6 th February2025
110
6th March 2025
114
The Company believes in the philosophy of conducting business through fair and ethicalmeans and has set in the best corporate governance practices in its day-to-day operationsaimed at building trust with all stakeholders.
The Directors would like to inform the Members that the Audited Accounts for the financialyear ended 31st March, 2025, are in full conformity with the requirement of the CompaniesAct, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s. Keyur Shah& Associates (FRN: 333288W). The Directors further confirm that: -
• In the preparation of the annual accounts for the year ended 31st March, 2025 the applicableaccounting standards read with requirements set out under Schedule III to the Act, have beenfollowed and there are no material departures from the same.
• The Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as at 31st March, 2025 and of the profit of the Companyfor the year ended on that date.
• The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities.
M
• The Directors have prepared the annual accounts on a 'going concern' basis.
• The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013pertaining to laying down internal financial controls is not applicable to the Company.
• The Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The details of Subsidiary as on 31st March 2025 are provided in Annexure-I annexed withthis Report.
In terms of Rule 8 (1) of the Companies (Accounts) Rules, 2014, this Board Report has beenprepared on the basis of Standalone Financial Statements of the Company for FY 2024-25.
In compliance with provisions of Section 129 (3) of the Companies Act, 2013 read withCompanies (Accounts) Rules, 2014, the Consolidated Financial Statements of the Companyand the subsidiaries are prepared in the same form and manner as that of its own and inaccordance with the applicable Generally Accepted Accounting Principles (GAAP) andrelevant provisions of the Act and Rules made thereunder, which shall also be laid before theAnnual General Meeting ("AGM") of the Company along with the laying of its FinancialStatement under Section 129(2) of the Companies Act, 2013.
Pursuant to the provisions of section 129(3) of the Companies Act, 2013, a statementcontaining the salient features of the financial statements of the Company's subsidiaries inForm AOC-1 is annexed as Annexure-II.
Further, pursuant to Section 129(3) of the Companies Act, 2013 read with rule 5 of Companies(Accounts) Rules, 2014, Consolidated Financial Statements presented by the Companyincludes the Financial Statements of its subsidiaries, and joint venture Companies.
During the Financial Year 2024-25, the Company has not further accepted any deposits fromthe public in contravention of Chapter V of the Companies Act, 2013.
As per Section 73(2) of the Companies Act 2013 Company has repaid Loan accepted frommember amounting to INR 89,00,000/- (Rupees Eighty-Nine Lakhs Only) which wasaccepted by the company in last Financial Year.
The Company has not made any Investment, given guarantee and securities during thefinancial year under review. There for no need to comply provisions of section 186 ofCompanies Act, 2013.
The particulars of contracts or arrangements with related parties referred to in Section 188(1)of the Companies Act 2013 entered by the Company during the year is appended asAnnexure-HI, in the prescribed Form AOC-2 and forms part of this Report
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company asadopted by the Board of Directors and the initiatives undertaken by the Company on CSRactivities during the year under review are set out in Annexure-IV of this report in the formatprescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 asamended from time to time.
Your Directors are pleased to inform that Profit calculated as per Section 198 of theCompanies Act 2013; the company has actively utilised this amount as prescribed underSchedule VII of the Act in association with various NGO’s.
The Company is exempted from the formation of CSR Committee as per Section 135(9) ofthe Companies Act 2013 and hence all the CSR related obligations will be managed by theBoard itself till Company has to mandatory constitute CSR Committee.
Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earningsand Outgo required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013are given in Annexure-V to this report.
The Company has developed and implemented a Risk Management Policy to manage risksinherent in various aspects of the business. The focus of Risk Management is to access therisks and deploy mitigation measures.
The Company, being unlisted, is exempt from sub-clause (e) of section 134(3) of theCompanies Act, 2013, which pertains to laying down internal financial controls. However, theCompany has established adequate internal financial controls with respect to its financialstatements. These controls were tested during the period, and no reportable material weaknessin their design or operation was observed.
No significant and material order has been passed by the regulators, courts, tribunalsimpacting the going concern status and Company’s operations in future.
As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules madethereunder (hereinafter referred to as “The Act”), the Company at its Extra-Ordinary GeneralMeeting held on 6th March 2025 have appointed M/s. Keyur Shah & Associates (Firm
Registration No: 333288W) on account of casual vacancy caused due to resignation of theprevious auditor and they shall hold the office till the conclusion of Nineth Annual GeneralMeeting to be held for the Financial Year ending 31st March 2025.
M/s. Keyur Shah & Associates (Firm Registration No: 333288W), Chartered Accountants,have audited the financial statements of the Company for the Financial Year 2024-25. TheStatutory Auditors report read along with relevant notes to accounts are self-explanatory andtherefore, do not require further explanation. There are no qualifications or reservations oradverse remarks or disclaimers given by Statutory Auditors of the Company and therefore donot call for any comments under Section 134 of the Companies Act, 2013. There were noincidents of fraud.
Also, the Statutory Auditors have made a statement (Annexure 1 to Clauses 1 of theConsolidate Auditors Report under the head of “Report on Other Legal and RegulatoryRequirements”) under Companies (Auditors Report) Order (CARO), which is self-explanatory and only related to the subsidiaries and joint venture companies, which have nosignificant impact on the Company’s Financial for the year ended 31st March 2025.
The Auditor’s Report doesn’t contain any information in relation to fraud.
The Directors have examined the Auditors’ Report on accounts for the period ended 31stMarch, 2025. The observations of the Statutory Auditors in their report, read with the relevantnotes to the financial statement are self-explanatory and it has no qualification or adverseremark.
The observations of the Statutory Auditors, when read together with the relevant notes to theaccounts and accounting policies are self-explanatory and do not call for any further comment.
In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the“Investor Relations” section of the Company’s website, https://bharatrohan.in/
The Company has Complied with the applicable Secretarial Standards (as amended from timeto time) on meetings of the Board of Directors issued by The Institute of Company Secretariesof India and approved by Central Government under section 118(10) of the Companies Act,2013.
Company always endeavours to create and provide an environment that is free from anydiscrimination and harassment.
The policy on prevention of sexual harassment at workplace aims at prevention of harassmentof employees (whether permanent, temporary, ad-hoc, consultants, interns or contract workersirrespective of gender) and lays down the guidelines for identification, reporting and
prevention of undesired behaviour. The Company has duly constituted internal complaintscommittee as per the said Act.
During the financial year ended 31st March, 2025, there were nil complaints recordedpertaining to sexual harassment.
During the Financial Year there’s no Material Change and Commitments which will impactfinancial position of the company.
Your Directors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions falling under the purview of these provisions, during theyear under review or the respective provisions are not applicable to the Company:
• The Provisions of Section 134(3)(d) of the Companies Act, 2013 pertaining to theappointment of independent directors and obtaining declaration by them, are notapplicable to the Company.
• The provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8 (4)of Companies (Accounts) Rules, 2014, pertaining to formal evaluation of the Boardare not applicable to the Company
• The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 read withSection 148(1), pertaining to maintenance of cost records are not applicable to theCompany and accordingly, cost records are not maintained by the Company.
• The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 ofthe Companies (Meetings of the Board and its Powers) rules, 2013, pertaining toconstitution of committees and establishment of Vigil Mechanism, are not applicableto the Company.
• The Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013,pertaining to Secretarial audit are not applicable to the Company during the periodunder review.
• Disclosure relating to employees drawing remuneration in excess of the limitsspecified, in accordance with the provisions of Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is notapplicable to the Company. 1
'^ACKNOWLEDGMENT:
The Directors express their sincere appreciation to the valued shareholders, bankers,employees and clients for their support and also various Central and State GovernmentDepartments, Organizations and Agencies for the continued help and co-operation extendedby them.
FOR AND BEHALF OF BOARD
BHARATROHAN AIRBORNE INNOVATIONS LIMITED
(Formerly Known as BharatRohan Airborne Innovations Private Limited)
SD/- SD/-
Amandeep Panwar Rishabh Choudhary
Place: New Delhi DIN: 07483508 DIN: 07585659
Date:08/06/2025 Managing Director Whole Time Director
Aakansha Singh Ved Prakash Goel
Company Secretary & Chief Financial Officer
Compliance Officer
Disclosure about issue of shares (including sweat equity shares) to employees of theCompany under any scheme is not applicable to the Company.
• During the period under review no proceedings have been initiated against theCompany under Insolvency and Bankruptcy Code, 2016 and no proceedings under theInsolvency and Bankruptcy Code, 2016 were pending at the end of the year. Furtherduring the year under review the Company has not made any one-time settlement.