Bartronics India Ltd

To the Members, Bartronics India Limited Hyderabad, Telangana, India

The Board of Directors has pleasure in presenting the Thirty Second (32 ) Annual Report of the Company for the financial year ended 31" March, 2024.

1, FINANCIAL SUMMARY/HIGHLIGHTS:

Your Company has achieved a turnover of Rs.4,883.80 lakhs for the financial year ended 31" March 2024 against the turnover of Rs.5,262.71 lakhs for the previous year ended 31% March 2023. Key highlights of financial performance of your Company for the financial year 2023-24 are provided below:

(Rupees in Lakhs)

2. Business Update And State Of Company's Affairs:

The Company was incorporated in Hyderabad, India in 1990. It is 32nd Annual General Meeting since its incorporation, but the Ist year of operations under the new management. And the new management is under the process to utilise company?s core competences, and also planning to expand business, by opening a separate business vertical or way of acquisition of an existing business engaged in Fintech, AI and Machine learning, or in any other business as may be decided by the Board. Your company started with proving solutions based on barcode and has emerged as leading player in the country to provide solutions using umbrella of AIDC technologies. Using these two synergies the company could successfully venture into Financial Inclusion projects driven by Reserve Bank of India popularly known as “Yan Dhan Yojana”, The exposure to Government driven projects give your Company revenue visibility and we expect this momentum to continue given the un- deterred Government's focus.

The information on Company's affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.- Annexure-III

3. Change in the nature of the business, if any:

During the period under review and the date of Board's Report there was no change in the nature of Business

4. Transfer to Reserves:

Your directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the "Retained Earnings?. The Closing balance of reserves, including retained earnings and capital Reserve of the Company as at March 31* 2024 is Rs. (395.32) Lakhs

5. Dividend:

In the absence of adequate profit, your directors are unable to declare any dividend for the financial year 2023-2024

6. Subsidiary / Associate Companies / Joint Venture Companies: Subsidiary Companies

The current promoters and management of the Company took control of the Company on 28th March 2023, upon successful implementation of the Resolution Plan. Subsequently, it has been noticed that the Foreign Subsidiaries are not being functional and current management do not have any control over these subsidiaries. In order to give a transparent view of the Company's Assets, the current management had written off such investments. Further, the Company confirms that this has not resulted in any adverse impact on the financials as there are no operations in these foreign subsidiaries. The management of the Company is in the process of regularizing the Compliances related to Foreign Subsidiaries and closure of such subsidiaries under the applicable legal framework in respective jurisdiction.

7. Share Capital:

The existing Authorized Share Capital of the Company as on 31" March, 2024 stands at Rs. 110 crores divided into 110,00,00,000 equity shares of Rupees 1/- each, the subscribed and paid up capital stand at Rs. 30.45 crores divided into 30,45,76,740 equity shares of Rupees 1/- each.

8. Event Based Disclosures:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee?s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act is required to be given.

4, Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.

5. Employees Stock Options: No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

6. Preferential Allotment of Shares: The Company has not issued any securities during the year under review.

However, the promoter of the Company (Successful Resolution Applicant) M/s. Kinex India Private Limited (formerly known as Antanium India Private Limited) has sold 1,35,00,000 equity shares of face value Rs. 1/- at Rs. 20/- each from 11.07.2024 to 12.07.2024, under offer for sale(OFS) through Stock Exchange Mechanism, as M/s. Kinex India Private Limited (formerly known as Antanium India Private Limited)the promoter of “Bartronics India Limited” was holding 90% of paid-up share capital, which was reduced to 85.57% after such sale was made. Currently the public shareholding is below twenty five per cent (25%), which must be complied with within the timeline stipulated in Rule 19A of SCRR, 1957.

9. Changing the place for keeping the Books of Accounts of the Company along with the Shifting of Corporate office: There is no such change during the year under review

10. Material Changes & Commitment affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

11. Public Deposits

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable. 12. Particulars of Loans, Guarantees and Investments During the year under review no loans has been taken, guarantee has been given, and no investment has been made by the Company.

13. Contracts and Arrangements with Related Parties

To comply with the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, 2015 your Company took necessary prior approval of the Audit Committee before entering into related party transactions. All contracts / arrangements / transactions entered into by the Company during the Financial Year 2023-24 with related parties, as defined under the Act and SEBI (LODR) Regulations, 2015 were in the ordinary course of business and on arm?s length basis.

During the year under review, your Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company for Related Party Transactions.

However, the Company had paid Managerial Remuneration to its directors, and Salary of KMPs, which was the only related party transaction during the period under review.

None of the transactions with any of the related parties were in conflict with the interest of the Company tather; these were synchronized and synergized with the Company?s operations. Attention of Members is drawn to the disclosure of transactions with the related parties set out in Note No. 40 of the Financial Statements, forming part of the Annual Report.

Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations, 2015. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and related parties. The policy is uploaded on website of the Company (i.e www.bartronics.com).

Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 2015 related party transactions are reported to the Stock Exchanges on a half yearly basis.

Since all transactions which were entered into during the Financial Year 2023-24 were on arm?s length basis and in the ordinary course of business and there was no material related party transaction entered by the Company during the Financial Year 2023-24 as per Policy on Related Party Transactions, hence no such detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Subsection (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014.

14. Meetings of the Board

During the year, Ten Board Meetings were held, the details of which have been given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards 1 (SS-1) issued by the Institute of Company Secretaries of India and Listing Regulations.

15. Appointment / Re-Appointment / Resignation / Retirement of Directors /CEO/ CFO and Key Managerial Personnel a) Appointments: The Board in its meeting held on 13.02.2024, on the recommendation of Nomination and Remuneration Committee appointed Ms. Gaddam Naveena (DIN: 10119037) as the Additional Director under non- executive non-independent category liable to retire by rotation.

She was regularized through the ordinary resolution passed by way of remote e-voting and result of the same was declared on 02.05.2024 and subsequently reported to the Stock Exchanges and Form MGT-14 was file with the Registrar of Companies in the due course of time.

b) Re-appointments:

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Ms. Vilasitha Dandamudi (DIN: 08272465) Non-Executive & Non-Independent Directors is liable to retire by rotation at the ensuing AGM and being eligible, offered herself for re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommended her's re- appointment. Relevant resolution seeking shareholder s approval forms part of the Notice.

c) Resignations:

Mr. Thirupathi Reddy Bheemuni, who was an Independent Director of the Company resigned on 06.12.2023.

Key Managerial Personnel:

Pursuant to provisions of section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company as on March 31, 2024 are as follows:

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

However the Board in its meeting held on 14.11.2023, on the recommendation of Nomination and Remuneration Committee appointed Mr. Venu Gopal Thota as Chief Financial Officer (CFO) of the Company.

Board appointed Mr. Ashwani Singh Bisht as Company Secretary & Compliance Officer w.e.f. 01.08.2023, as required under the provisions of section 203 of the Companies Act, 2013.

16. Performance Evaluation Criteria for Directors

To comply with Regulation 25(4) of SEBI (LODR) Regulations, 2015 A separate meeting of Independent Directors to evaluate the performance of the Chairman, and the Non-Independent Directors, was convened on 13.02.2024, where the evaluation was done through the questionnaire.

17. Declaration from Independent Directors on Annual Basis

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015. In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have registered themselves with the India Institute of Corporate Affairs (ICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company?s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

18. Policy on Director?s Appointment and Remuneration and Other Details

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management.

The company affirms that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

19. Companies which have become or ceased to be Subsidiaries/Associates/Joint Ventures

During the financial year, no company has become to be subsidiary, associate, or joint venrure of the company.

However the following Subsidiaries were ceased to be Subsidiaries of the Company w.e.f. 1st April, 2023:

a) Bartronics Asia Pte Limited, Singapore b) Bartronics Middle East FZE, Dubai.

Step down subsidiary companies viz., c) Bartronics Hong Kong Ltd, Hong Kong d) Veneta Holdings Ltd, Mauritius and e) Burbank Holdings Ltd, Mauritius

20. Board and Committees of the Board

As on the date of approval of Directors? Report, following are the Committees of Board of Directors of the Company constituted under Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders? Relationship Committee

Apart from the above mandatory Committees the Company has the following additional Committees for the smooth functioning of the Company:

d. Management Committee: This Committee was formed for smooth functioning of the Company. e. Rights Issue Committee: This Committee was formed to oversee the process of Rights Issue of the Company.

During the year under review, all recommendations of the Committees were approved by the Board. The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations, 2015.

21, Remuneration policy

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, 2015 the Company?s Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at https://bartronics.com. The Policy includes, inter alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

22. Risk Management

The Risk Management policy of your Company is focused on ensuring that risks are known and addressed. The Board of Directors, on recommendation of the Audit Committee, established a robust Risk Management framework by framing a Risk Management Policy to deal with all risks including possible instances of fraud and mismanagement, if any. The Risk Management Policy details the Company?s objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities. The Board is of the opinion that there are no elements of risks that may threaten the existence of the Company. The board periodically tracks the progress of implementation of the Risk Management policy.

23. Corporate Social Responsibility (CSR)

Since the Company did not have required profits (average net profits for the last three financial years), net worth (Rs. 500/- crores or more) and turnover (Rs. 1000/- crores or more) it was not obligated to contribute towards CSR activities during FY 2023-24. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertakes CSR activities as and when the opportunity arises.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not required to be given as the Company was not required to contribute towards CSR activities during FY 2022-23.

24. Statutory Auditors

M/s. Brahmayya & Co, Chartered Accountants (Firm Registration No. 0005118) were appointed as Statutory Auditors of the Company for a period of 5 years in the AGM held on 29.09.2023, and accordingly they will continue as Statutory Auditors of the Company till the conclusion of 36th Annual General Meeting of the Company that will be held in the financial year 2027-28.

Auditors Report:

The Statutory Auditors have issued unmodified opinion in their Standalone Auditor?s Report for the financial year ended March 31, 2024 and there are no qualifications, reservations or adverse remarks in the Auditor?s Report .

25. Internal Control Systems and their Adequacy

The Company has adequate internal controls consistent with the nature of business and size of the operations, to provide effectively for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis.

26. Internal Auditors

The Company has appointed M/s. Kommula & Co., Chartered Accountants, Hyderabad as Internal Auditors of the Company for the Financial Year 2024-25.

The internal audit is conducted at the Company and covered all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors. The Audit Committee reviews the same regularly.

27. Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. SI and Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for financial year 2024-25. The report of the Secretarial Auditor is enclosed herewith vide Annexure-I of this Report.

Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2024 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013 and as per regulation of SEBI (LODR) Regulations, 2015, has noted that during the year, the company does not have any reservation, qualification or adverse remarks.

Annual Secretarial Compliance Report:

The Company has filed the Annual Secretarial Compliance Report for the financial year 2023-24 with the BSE Limited, and National Stock Exchange of India Limited (NSE), the report was received from a Practicing Company Secretary and filed within the stipulated time as specified under Regulation 24A of the SEBI (LODR) Regulations, 2015. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II of this Report.

28. Reporting of fraud by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.

29. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India. 30. Insurance All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

31. The details of Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the going concern status There were no instances of non-compliance by the company and no significant and material orders passed by the regulators or courts or tribunals etc during the period under review that will have impact the going concer status and Company?s operations in future.

32. Directors? Responsibility Statement

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Act (to the extent notified) and guidelines issued by SEBI. Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors? Responsibility Statement, the Board of Directors of the Company hereby confirms:

a. In the preparation of the annual accounts, the applicable accounting standards (Ind AS) had been followed and that no material departures have been made from the same.

b. They 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 i.e. March 31, 2024 and of the profit of the Company for that period.

c. They have 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. That the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2024 on a going concern basis.

e. They have laid down internal financial controls for the company and such internal financial controls are adequate and were operating efficiently, and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. Statement of Particulars of Appointment and Remuneration of Managerial Personnel / Employees Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided along with a statement containing, inter alia, names of employees employed throughout the financial year and in receipt of remuneration of Rs. 102 lakhs or more, employees employed for part of the year and in receipt of Rs. 8.50 lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure - - VII to this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure VII.

During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 other than those mentioned in Annexure VII.

34. Vigil Mechanism/Whistle Blower Policy

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical behavior, suspected fraud or violation. The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Managing Director and Chairperson of the Audit Committee. During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee. The policy is available on the website of the Company at www.bartronics.com

35. Annual return

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.bartronics.com

36. Valuation

During the year under review, there were no instances of one time settlement with any Banks or Financial Institutions.

37. Disclosure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report along with the Practicing Company Secretary?s Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this report. 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 that such systems are adequate and operating effectively.

38. . Proceedings under Insolvency and Bankruptcy Code

During the year under review, no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

However, Company was under corporate insolvency resolution process initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year 2019 by the financial creditors for nonpayment of dues. Many resolution plans presented by the resolution applicants out of which resolution plan presented by the Kinex India Private Limited (Formerly known as Antanium India Private Limited), was approved by the Committee of Creditors and further approved by the Hon?ble NCLT, Hyderabad bench on 10 March, 2022, and after completing the remaining formalities finally the Company was handed over to the new management by the resolution professional on 28th of March, 2023, since then no corporate insolvency resolution processes was initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

39. Cost Records and Cost Audit

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013, is not applicable to the Company.

40 . Disclosure under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The Board in its meeting held on 14 August 2023 has constituted its Internal Complaints Committee (ICC) to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.

All employees are covered under this policy. During the year 2023-24, there were no complaints received by the Committee.

41 . Code of Conduct for the Prevention of Insider Trading

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading (“Insider Trading Code”) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information CUPSI”).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https:/Avww.bartronics.com.

42. Familiarization Program for Independent Directors

Independent Directors are familiarized about the Company?s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company is also made to the directors.

Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices. The details of the familiarization programme of the Independent Directors are available on the website of the Company at the link: https://bartronics.com/wp-content/uploads/2024/04/Familiarization-Program-for-Independent-Directors.pdf

43. Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government. During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Protection Fund under the Section 125(1) and Section 125(2) of the Act. Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government

Details of nodal officer:

The Company has designated Mr. Venu Gopal Tota as a Nodal Officer for the purpose of IEPF.

Transfer of Un-Claimed Dividend to Investor Education and Protection:

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government. During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Protection Fund under the Section 125(1) and Section 125(2) of the Act. However the Company is under the process of transfering un-claimed dividend of Rs. 4.91 Lakhs, pertaining to the financial year 2010-11 to IEPF.

Shares transferred to Investor Education and protection fund:

No shares were transferred to the Investor Education and Protection Fund during the year under review.

44, Industry Based Disclosure

The Company is not a NBFC, Housing Finance Companies etc., and hence Industry based disclosures is not required.

45. Disclosure of Adequacy of Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure- III and forms part of this Report.

46. Disclosure of particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the Annexure -IX attached hereto and forms part of this Report.

47. Other Information

(i). Management Discussion and Analysis

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, forms part of the Annual Report.

(iD. Business Responsibility & Sustainability Report:

As the Company does not fall under top 1000 Listed entities, therefore Business Responsibility & Sustainability Report (BRSR) is not forming part of this report.

iii). Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached to this report. The certificate from M/s. SI and Associates, Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

(iv). Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.bartronics.com.

(v). Human Resource Management:

The Company believes that Human Resource is its most valuable resource, which has to be nurtured well and equipped to meet the challenges posed by the dynamics of Business Developments. The Company has a policy of continuous training of its employees both in-house. The staff is highly motivated due to good work culture, training, remuneration packages and the values, which the company maintains. Your Directors would like to place on record their deep appreciation of all employees for rendering quality services and to every constituent of the Company be its customers, shareholders, regulatory agencies or creditors. Industrial relations have remained harmonious throughout the year.

(vi). Listing:

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited (Scrip Code: 532694) and National Stock Exchange of India Limited (Symbol: ASMS). It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees. The company has paid the listing fee for the financial year 2024-25.

(vii). MD & CFO Certification:

As required under Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the MD/CFO certification is attached with the annual report as Annexure vil.

(viii). Non-Executive Directors? Compensation and Disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors other than the Sitting fees, commission and reimbursement of expenses.

(ix). Failure to Implement Corporate Actions:

During the year under review, Members approved the offer, issue and allot equity shares on a Private Placement and Preferential basis to the non-promoters by way of Special Resolution through postal ballot on 23.07.2023. The Company could not complete the allotment of shares due to non-receipt of In-principle approvals from the Stock Exchanges.

(x). Agreements/MOU entered by the Company:

During the year under review on Wednesday the 20th day of September, 2023, at Hyderabad, Telangana, your Company entered into Memorandum of Understanding (MOU) with M/s. Amplify Cleantech Solution Private Limited, having its registered office at Plot No. 72, Road No. 9, Jubilee Hills, Hyderabad, Telangana, India 500033, for Promoting Entrepreneurship, EV Charging Infrastructure Development, and facilitating Loan for the same from Gramin banks in rural areas across India. During the year under review the Company has renewed the contracts with Maharashtra Gramin Bank, Aryavart Bank, entered into the contract with Canara Bank for financial inclusion projects.

(xi). Statutory compliance:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

(xii). Unclaimed securities demat suspense account:

There were no unclaimed securities to be kept in the de-mat suspense account.

(xiii). Revision of Financial Statements:

There was no revision of the financial statements for the year under review.

48. Details of legal cases initiated against the Company or initiated by the Company

During the year under review there are no legal cases initiated by the company and no cases initiated by the other parties against the company, except the old running cases in which the Company is only one of the party.

49 Appreciation and Acknowledgements

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support, cooperation and encouragement to the Company.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the successful operations of the Company.