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Agribio Spirits Ltd			Industry : Trading


BSE Code:	539546	NSE Symbol:	Not Listed	P/E(TTM):	94.57

ISIN Demat:	INE679E01015	Div & Yield %:	0.13	EPS(TTM):	1.37

Book Value(Rs):	60.5534722	Market Cap ( Cr.):	118.73	Face Value(Rs):	10

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<dhhead>DIRECTORS’ REPORT </dhhead>

To the Members of

Beekay Niryat Limited

Your Directors have immense pleasure in presenting the 49^thAnnual Report on the business and operations of your Company together with Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2024.

1. Financial Highlights

The highlights of the financial position for the year as compared to the corresponding period in the previous year are given below;

	Standalone		Consolidated
Particulars	FY 2023-2024	FY 2022-2023	FY 2023-2024	FY 2022-2023
Revenue from Operations	2105.82	1,848.30	2105.82	1,848.30
Other Income	79.95	57.58	79.95	57.58
Total Income	2185.77	1,905.88	2185.77	1,905.88
Purchases	1991.68	1,731.22	1991.68	1,731.22
Employee Benefit Expenses	3.37	5.36	3.37	5.36
Administration and Other Expenses	33.87	38.60	33.87	38.60
Sub-Total	2028.92	1,775.18	2028.92	1,775.18
Profit before Interest, Depreciation and Tax	156.85	130.71	156.85	130.71
Depreciation and Amortization Expense	11.55	0.31	11.55	0.31
Profit before Interest and Tax	145.30	130.4	145.30	130.4
Finance Cost	10.70	1.40	10.70	1.40
Share of Profit/ (Loss) of Associates	-	-	209.15	148.39
Profit Before Tax & Extraordinary Items	134.60	129.00	343.75	277.39
Tax Expense
-Current Tax	35.60	32.04	35.60	32.04
-Deferred Tax Liability/(Assets)	1.38	0.41	1.38	0.41
Net Profit for the Year	97.62	97.37	306.77	245.76

The financial statements for the financial year 2023-24 of the company are prepared in accordance with relevant Indian Accounting Standards(Ind-AS) issued by the Institute of Chartered Accountants of India and form part of this Annual Report as notified by the Companies Act,2013 read with Companies (Accounts) Rules,2014 and other relevant provisions of the Act and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations,2015 ("The SEBI Listing Regulations").

Standalone Financial Results

During the Financial Year (FY) 2023-24, the Company has achieved a total income of 2185.77 Lakhs as compared to 1,905.88 Lakhs in FY 2022-23. The profit before interest & tax for FY 2023-24 stood at 145.30 Lakhs compared to 130.4 Lakhs achieved in FY 2022-23. The net profit after tax stood at 97.62 Lakhs for FY2023-24 as compared to 97.37 Lakhs for the previous year.

Consolidated Financial Results

During the Financial Year (FY) 2023-24, the Company has achieved a total income of 2185.77 Lakhs as compared to

1,905.88 Lakhs in FY 2022-23. The profit before tax & Extraordinary item for FY 2023-24 stood at 343.75 Lakhs compared to

277.39 Lakhs achieved in FY 2022-23. The profit after tax stood at 306.77 Lakhs for FY 2023-24 as compared to 245.76

Lakhs for the previous year.

2. Change in the Nature of Business, if any

There was no change in the nature of business of the Company.

3. Share Capital

The paid up equity share capital of the Company as on March 31, 2024 was Rs. 76,842,370. During the year under review, the authorized and paid-up share capital of the Company remain unchanged. The Company has not issued shares with differential voting right neither granted any stock options nor sweat equity shares during the financial year under review.

4. Dividend

The Board of Directors at their meeting held on August 14, 2024 has recommended payment of 0.20 paise per equity share being 2% on the face value of 10 each as final dividend for the financial year ended March 31, 2024. The payment of dividend is subject to approval of the shareholders at the 49th Annual General Meeting ("AGM") of the Company. The dividend if approved by the members would involve a cash outflow of 15.37 Lacs. The dividend payout is in accordance with the Company’s dividend distribution policy. In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

5. Transfer to Reserves:

As permitted under the provisions of Companies Act, 2013, (the Act), the Board does not propose to transfer any amount to general reserve for the Financial Year 2023-24.

6. Disclosure Regarding Shares

The Company has not issued any Sweat Equity, Bonus Shares, ESOPS, equity shares with differential rights and also not bought back any of its securities during the year under review.

7. Board of Directors & Key Managerial Personnel

The Board of the Company is duly constituted. None of the Directors of the Company is disqualified under the provision of the act or the Listing Regulations. The Board of Directors of the Company comprises of five Directors of which there are one is Executive and four are Non-Executive Director including two Independent Director and one woman Director. The composition of the Board of Directors is in compliance with the provision of Section 149 of the Companies act, 2013.

a) Appointment/ Cessation of Directors/KMPs:

Based on the recommendation of the Nomination and Remuneration Committee, the Audit Committee, and the Board of Directors of the Company and subject to such other sanctions/approvals, as may be necessary or required, members of the Company through Postal Ballot held on March 26, 2024 have re-appointed Mrs. Puja Bajoria (DIN: 07018123) as Chairman and Managing Director, liable to retire by rotation, for a period of Five years with effect from December 29, 2023.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee has recommended the appointment of Mr. Ashutosh Bajoria (DIN: 01399944) as Non-Executive & Non Independent Director of the company and appointment of Mr. Kamal Kishor Sharma (DIN: 10611254) as Non-Executive & Independent Director of the company w.e.f. May 15, 2024 through the Postal Ballot by approval of the shareholders of the company and Mr. Pratap Kumar Mondal has been resign from the post of Director w.e.f. March 31, 2024 due to completion of tenure.

There were no other changes in the composition of the Directors of the company during the year.

The list of Directors of the company is provided below:

Sr. No	Name of the Director	Designation
1.	Mrs. Puja Bajoria	Chairperson cum Managing Director
2.	Mr. Pankaj Sharma	Non-Executive Director
3.	Mr. Ashutosh Bajoria	Non-Executive Director
4.	Mr. Kamal Kishor Sharma	Independent Director
5.	Mr. Nitin Ghanshyam Hotchandani	Independent Director

b) Woman Director

The Company have Mrs. Puja Bajoria (DIN: 07018123) as Woman Director in the Board of the Company as per the requirement of Section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

c) Key Managerial Personnel

Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

Sr. No	Name of Key Managerial Personnel	Designation
1.	Mrs. Puja Bajoria	Chairperson cum Managing Director
2.	Mrs. Suman Agrawal	Chief Financial Officer
3.	Ms. Versha Goyal*	Company Secretary cum Compliance Officer

*Mrs. Divya Agarwal resigned from the post of Company Secretary and Compliance Officer of the company w.e.f. September 04, 2023 and Ms. Versha Goyal were appointed as Company Secretary and Compliance Officer of the Company w.e.f. September 04, 2023.

d) Director retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Puja

Bajoria (DIN: 07018123), Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board and Nomination and Remuneration Committee recommended his re-appointment to the shareholders of the Company at the ensuing Annual General Meeting.

8. Deposits:

During the year under review, your Company has not accepted any deposit covered under Chapter V of the Act and neither has accepted any deposits which are not in compliance with the requirements of Chapter V of the Act; and within the meaning of Section 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. There are no outstanding deposits as on 31st March, 2024.

9. Listing of Equity Shares

The equity shares of the Company are listed on BSE Limited and the Annual Listing Fee for the Financial Year 2023-24 has been duly paid.

10. Particulars of loans, guarantees or investments:

During the year under review, the particulars of any loan, investments, guarantee or Security for the loans availed by others, pursuant to provision of Section 186 of the Act read with the Companies (Meetings of Board and its powers) Rules, 2014 are given under notes to the Financial statements, which forms part of this Annual report. The loans given, investments made, guarantees given or security provided are for business purpose.

11. Particulars of contracts or arrangements made with related parties:

All Related Party Transactions entered during the year were in the ordinary course of business and on arm’s length basis. The

Company had not entered into any contract, arrangement and transaction with related party (ies) which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC -2 is not applicable.

The policy on materiality of related party transactions and dealing with related party transaction as approved by the Board may be accessed on the Company’s website https://beekayniryat.com/policies

12. Management’s Discussion and Analysis Report:

The Management Discussion and Analysis Report of the financial conditions and results of operations of the Company for the year under review, as required under regulation 34 (2) (e) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in the separate section forming part of this Annual Report as "Annexure IV".

13. Director’s Responsibility Statement:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, in preparation of annual accounts for the financial year ended 31st March, 2023 and state that:

a. In the preparation of the Annual Accounts for the Financial Year ended 31st March, 2024, the applicable accounting standards had been followed 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 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the annual accounts for the financial year ended 31st March, 2024 on a going concern basis.

e. The Directors had laid down proper internal financial controls to be followed by the company and that such internal financial controls are, adequate and are operating effectively.

f. That 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2023-2024.

14. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

15. Human Resource Management:

To ensure good human resources management at Beekay Niryat Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

16. Particulars of employees:

Information pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time has been given as "Annexure II" which forms a part of this Report.

Remuneration Paid to Managing Director during 2023-24 (In Rupees):-

Name of the Director	Salaries and Allowances	Perquisites	Company’s Contribution to PF	Commission & Performance linked incentives	Sitting Fees	Total
Mrs. Puja Bajoria	NIL	NIL	NIL	NIL	NIL	NIL

1. None of the Directors had the pecuniary relationship with the company.

2. The non-executive Directors of the company are not paid any remuneration during the year 2023-24.

3. The company enters into service contracts with all executive directors till the duration of their tenure. The services of the

Executive Directors may be terminated by either party, giving the other party three months’ notice or the company paying three months’ salary in lieu thereof. There is no separate provision for payment of severance fees.

4. The company does not have any stock option/Employees Stock OptionScheme.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. At Beekay Niryat Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Company need not required to comply with regulation 27 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 connected with corporate Governance as the criteria as per regulation 15(2) of SEBI LODR, 2015 it was not applicable to the company during the said financial year but corporate governance applicability on company is arise from the quarter ended on 31^st March, 2024, due to increase in Net Worth of company from the exemption limit prescribed under regulation 15(2) of SEBI LODR, 2015 and separate Report on Corporate Governance is annexed as Annexure-V here to forming part of this report together with the requisite certificate from Abhishek S & Associates, Practicing Company Secretary as stipulated under the Listing Regulations.

18. Auditors' certificate on Corporate Governance:

As required by the Listing Regulations the Auditors’ certificate on corporate governance is enclosed as Annexure X to the Board’s Report. The Auditors’ certificate for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

19. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the company does not fall under the ambit as provided under Section 135 of the Companies Act, 2013 read-with Rules made thereunder.

20. Risk Management Policy:

In compliance with the applicable provisions of Companies Act, 2013, the Board has framed and adopted the Risk

Management Policy of the company in order to ensure that the Company’s affairs shall be carried out in a sound and prudent manner by managing its business, operating and financial risk by adopting appropriate risk identification, assessment, and control and mitigation measures. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

21. Vigil Mechanism/ Whistle Blower Policy:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its directors and employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. Your Company has established a vigil mechanism for grievances Redressal of the Directors and employees of the Company which will help in reporting genuine concerns or grievances of Directors and employees, actual or suspected fraud and it provides adequate safeguards against victimization. The Whistle Blower shall also have right to access to the Chairman of the Audit Committee directly in exceptional cases. The Whistle Blower Policy is available on our website https://beekayniryat.com/policies.html During the year under review, the Company has not received any complaint under this policy.

22. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,2013:

The Company has in place Prevention of Sexual Harassment at Workplace - 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. Further, it is hereby stated that the company has complied with provisions relating to the constitution of Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment at the workplace. The policy covers all employees (permanent, contractual, temporary, trainees) irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee. The policy is available on the Company’s website at the https://beekayniryat.com/policies.html During the year 2023-24, no case of Sexual Harassment was reported. The following is the summary for the F.Y 2023-24.

No. of Complaints received	NIL
No. of Complaints resolved	NIL
No. of Complaints pending	NIL

23. Details of application made or proceeding, pending under Insolvency and Bankruptcy Code 2016 (31 of 2016) during the FY

During the year under review, there were no application made or proceeding pending in the name of the company under the Insolvency and Bankruptcy Code 2016.

24. Subsidiaries/Joint Venture/ Associate Company

Subsidiaries: Your Company doesn’t have any Subsidiary company. Joint Venture: Your Company doesn’t have any Join Venture.

Associate: Your Company has one associate company named Agribiotech Industries Limited having investment of 30.45% as on March 31, 2024.

25. Board Meetings

Board met Thirteen (13) times during the financial year 2023-24, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between two meetings was not more than 120 days. Detailed information on the Board Meetings is included in the Report on Corporate Governance Report, forming part of this Annual Report.

26. Meeting of Independent Directors

Independent Director plays a pivotal role in governance process of the Board and Schedule IV of the Companies Act 2013 and rules made thereunder mandates that the Independent Directors of the Company should hold at least one meeting in a year without the attendance of Non-Independent Directors.

The Independent Directors met once during the financial year ended 31st March, 2024 i.e. on March 27, 2024 without the attendance of Non-Independent Directors in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, evaluation of performance of Non-Independent Directors, the Board as a whole and evaluation of performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Company Management and the Board and its’ Committees which is necessary to effectively and reasonably perform and discharge their duties.

All the Independent Director of the Company has registered themselves with the Indian Institute of Corporate Affairs ("IICA") towards the inclusion of names in the data bank and they meet the requirements of proficiency self-assessment test. The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors.

27. Familiarization Programme for Independent Directors

A formal induction programme for new Directors and an ongoing familiarization process with respect to the business/working of the Company for all Directors is important to familiarize the directors with the dynamics of the industry to increase their ability to take informed decisions. In compliance with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company has put in place a familiarization programme for Independent Directors as a guide for Independent Directors from time-to-time for better understanding of the Company’s operations. The details of such familiarization programs for Independent Directors are posted on the website of the Company http://www.beekayniryat.com

28. Adequacy of Internal control and Compliance with Laws

The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is in grained into the management review process.

The Board has adopted policies and procedures for ensuring that all transactions are authorized, recorded and correctly reported, all assets are safeguarded and protected against loss from unauthorized use or disposition, reducing wastage and maintenance of proper accounting records for ensuring accuracy and reliability of its financial information. The Board has constituted an Audit Committee which meets periodically to review the financial performance and the accuracy of financial records and accordingly appropriate actions are taken by the management. The significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee.

Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exist in design and operation financial disclosures. When found necessary, the Committee also gives suggestions on this manner. The audit committee regularly evaluates the execution of the Audit plan, the relevance and impact of the internal audit systems, oversees the implementation of internal audit recommendations including those which help reinforce the company’s risk management policies and systems.

29. Secretarial Standards

Your Directors states that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such system are adequate and operating effectively and the applicable Secretarial Standards notified by the Institute of Company Secretaries of India (ICSI) have been duly complied by your Company.

30. Details in respect of fraud reported by auditors under sub-section (12) of section 143 of Companies Act, 2013

As specified under Section 143 (12) of Companies Act, 2013 including any statutory amendments or modifications, if any, the auditor of the company has not reported any fraud in the course of the performance of his duties as auditor.

31. Performance Evaluation of the Board, its Committees and individual Directors

In terms of requirements of Listing Regulations and provisions of the Companies Act, Nomination cum Remuneration Committee of the Board of Directors of the Company specified the manner for effective evaluation of performance of Board, its Committees and Individual Directors. Based on the same, annual evaluation of its own performance, performance of its Committees, Individual Directors including Independent Directors was carried out during the reporting period. The Company had adopted the evaluation parameters as suggested by ICSI and SEBI with suitable changes from Company’s perspective.

The Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually including Independent Directors (excluding the director being evaluated) has been made.

Performance evaluation of Directors was carried out by Board and Nomination and Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board, deliberations and participation level in board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and Initiative to maintain high level of integrity and ethics and the same was apprised to the Board of Directors.

Independent Directors had carried out performance evaluation of Non-Independent Directors in their separate meeting, the Board as a whole and performance evaluation of Chairman was carried out, taking into account the views of Executive and Non-Executive Directors. The Board/Directors expressed their satisfaction with the evaluation process.

32. Remuneration Policy

Your Company has a well-de ned policy for selection, appointment and remuneration of the Directors, Key Managerial

Personnel and Senior Management. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, Key Managerial Personnel and Senior Management employees. The web link of the policy is http://www.beekayniryat.com

The Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Senior Management employees includes the criteria for determining qualifications, positive attributes, independence of director and other matters as per section 178(3) of the Companies Act, 2013 is stated in the "Annexure III" which form part to this report.

33. Non-Executive Directors’ Compensation and Disclosures

None of the Independent/Non-Executive Directors have and pecuniary relationship or transactions with the company which in the judgement of the Board may affect the independence of the Directors.

34. Statutory Auditors:

M/s. R P Khandelwal & Associates, Practicing Chartered Accountants, Jaipur having Firm Registration No: 001795C were appointed as Statutory Auditors of your Company at the 45th Annual General Meeting to hold office for a term of 5 consecutive Financial Years in place of M/s. RANKS & Associates, Chartered Accountants till the conclusion of 49th Annual General Meeting to be held in the year 2025. Further, M/s. R P Khandelwal & Associates, Chartered Accountants have confirmed their consent and eligibility under the provisions of the Companies Act, 2013 to act as such.

The Auditor’s report does not contain any reservation, qualification or adverse remark. Information referred to in the Auditor’s Report are self-explanatory and do not call for any further comments.

S. No.	Auditor’s opinion	Management Reply
1.	Non-Current Investments includes: i Shares held, quoted and in physical form having market worth Rs. 1.47 lacs are not held in the name of the company. This is in contravention to section 187 of the Companies Act, 2013.	The Company is in the process of Converting theses shares in the name of the Company at its earliest and then proceeds to demat these shares.
2.	The interest payable under MSMED Act, 2006 and other disclosures of trade payable to micro enterprises and small enterprises has not been ascertained and not provided for by associate Company M/s Agribiotech Industries Limited.	The associate company has not provided the interest on delay payment to MSME as it has long standing relation with these suppliers and they agreed to waive the interest on delay payment in view of present economic and financial position of the company.

35. Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the rules made thereunder, Mr. Abhishek Sharma, Proprietor at M/s Abhishek S & Associates, Practicing Company Secretaries having ICSI Membership No. ACS 59433 and C.O.P. No. 25039 were appointed as Secretarial Auditor to conduct secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is attached herewith as "Annexure I" along with Annexure A to this report. The report does not contain any reservation, qualification or adverse remark. Information referred to in the Secretarial Auditor Report are self-explanatory and do not call for any further comments.

As per the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("Listing Regulations") as amended read with SEBI circular CIR/ CFD/ CMD1/ 27/2019 dated February 08, 2019, every listed entity is required to submit an Annual Secretarial Compliance Report within 60 days from the end of financial year with the stock exchanges where the securities of the Company are listed. However, as per the provisions of Regulation 15 (2) of Chapter IV of the Listing Regulations, Regulation 24A shall not apply, in respect of the following classes of companies:

a. The listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year ; and b. Listed entity which has listed its specified securities on the SME exchange.

Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date:

In this regard this is to inform you that we declared our financial results for the quarter and year ended March 31, 2024 on May 30, 2024, and during the preparation of results we comes to know that the Net Worth have increased due to valuation of share investment of our non-listed associate entity. Therefore we could not comply of Corporate Governance before and the same becomes applicable on us, and as per the above mentioned proviso we have to comply with the same within six months from May 30, 2024.

Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015and SEBI Circular no. CIR/CFD/CMD 1/27/2019 dated February 08, 2019, we are enclosing herewith Secretarial Compliance Report in "Annexure B" for the year ended 31st March, 2024 issued by Mr. Abhishek Sharma, Practicing Company Secretary, Jaipur.

36. Cost Auditor :

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and is not required to appoint Cost Auditors.

37. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Board has appointed M/s Ashish NK Agrawal & Associates, Chartered Accountants, Jaipur as Internal Auditor of the Company to carry out the internal audit of the company for the F.Y. 2023-24.

The internal audit report received from the internal auditors were reviewed by the Audit Committee and Board of Directors and the observations, if any, mentioned in the Internal Audit Report received for the financial year 2023-24 were duly looked into by the Management from time to time.

During the financial year 2023-24, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

38. Prevention of Insider Trading:

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading. The Board has already adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company http://www.beekayniryat.com

39. Declaration by the independent directors:

As per declaration received from Independent Directors they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and have complied with Rule 6 of the companies (Appointment and Qualification of Directors) Rules, 2014, as amended as on date. As per evaluation done by the Nomination and Remuneration Committee and by the Board of all the Independent Directors by considering the parameters such as whether the Directors uphold ethical standards of integrity and probity, the ability of the directors to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained, adherence to the applicable code of conduct for Independent Directors and their role in bringing independent judgment during Board deliberations on strategy, performance, risk management, expertise and experience etc. all the Independent Directors have maintained the integrity, expertise and have vast experience in the industry.

All the Independent Directors have registered themselves in the Independent Directors data bank and all Independent directors of the company has exempted to pass self-assessment test so no need to pass self-assessment test by the independent directors of the company as conducted by the IICA . They possess required qualification, skills, expertise and experience to be appointed as Independent Directors of the Company. Moreover, the independent directors have complied with the code of conduct as prescribed in Schedule IV to the Companies Act, 2013.

During the reporting period, none of the Directors of the Company are disqualified in terms of sub-section (2) of Section 164 of the Companies Act, 2013.

The Company has devised the Terms and Conditions for appointment of Independent Directors available on the following web linkhttp://www.beekayniryat.com Code of Conduct of Independent Directors available on the following web link http://www.beekayniryat.com.

40. Green Initiative for Paperless Communication

Ministry of Corporate Affairs ("MCA"), Government of India has announced "Green Initiative in Corporate Governance" by allowing Companies to send Notices / Documents / Annual Reports and other communication to its shareholders by electronic mode i.e. by e-mail. In line with the initiatives taken by MCA, BEEKAY NIRYAT LIMITED proposes to send documents such as Notices of General Meeting(s), other Notices, Annual Report and all other communications to its Shareholders through electronic mode i.e. on the e-mail address provided by you. To support this green initiative in full measure, members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form are requested to fill in the

Registration form which can be obtained from Company’s Registrar Niche Technologies Private Limited

Please note that all such documents shall be made available on the Company's website and the same shall also be kept open for inspection at the Registered Office of the Company during the business hours.

41. Committees of Board of Directors:

The Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The following are Committees of the Board of Directors:

1) Audit Committee

2) Stakeholders Relationship Committee 3) Nomination and Remuneration Committee

The details with respect to the composition, powers, terms of reference, other information and the number of meetings of relevant committees held during the financial year 2023-24 are given in the Report on Corporate Governance Report, forming part of this Annual Report.

42. 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, the Annual Return (Form MGT-7) for the financial year ended March 31, 2024, is available on the Company’s website and can be accessed at http://www.beekayniryat.com

43. Significant and Material Orders passed by the Regulators or Courts:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and Company’s operations in future.

44. Material Changes and Commitments, affecting the financial position of the company between the end of financial year and the date of this report:

There are no material changes and commitments that have occurred between the end of the financial year and the date of this report of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company.

45. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institution:

During the under review, there has been no one time settlement of loan taken from banks and financial institution.

46. The conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under Sub Section 3 (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are enclosed as "Annexure VI" to this Board’s Report.

47. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, shareholders, lenders, business associates, vendors, customers, media the employees and other stakeholders of the Company.