Bhageria Industries Ltd

To

The Shareholders,

Your Directors have great pleasure in presenting the 36^th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2025. The consolidated performance of the Company and its

Subsidiary has been referred to wherever required.

The following is the highlight of the financial performance of the Company during the year under review:

(Rs.in Crores)

OVERVIEWOFCOMPANY'SFINANCIALPERFORMANCE: Operational Review: On Standalone Basis: During the year under review, the Company has achieved a Total Income of

Rs.604.08 Crores as against Rs.511.82 Crores in the previous financial year. EBITDA for FY25 stood at

Rs.90.82 crores with an EBITDA Margin of 15%. The

Profit after tax for the financial year 2024-25 was

42.27 Crores as compared to previous year of

Rs.19.62 Crores.

On Consolidated Basis: During the year under review, the Company has achieved a Total Income of

Rs.601.59 Crores as against Rs.511.21 Crores in the previous financial year. EBITDA for FY25 stood at Rs

88.40 Crores with an EBITDA Margin of 14.69%. The

Profitafter tax for the financial year 2024-25 was

Rs.38.69 Crores as compared to previous year of

Rs.18.53 Crores.

Dyes and Dye intermediates & Chemical Business On Standalone Basis: The Turnover of the company from the Chemical Segment amounted to Rs.504.31 Crores as against Rs.398.56 Crores for the previous year. The EBIT from this segment stood at Rs.56.46 Crores as against Rs.11.44 Crores in the previous year.

On Consolidated Basis : The Turnover of the company

from the Chemical Segment amounted to 504.31

Crores as against 398.56 Crores for the previous

year. The EBIT from this segment stood at 56.46

Crores as against Rs.11.44 Crores in the previous year

On Standalone Basis: The Turnover of the Company

from Solar Power Operations amounted to 27.83

Crores as against 28.90 Crores for the previous

year. The EBIT from this segment stood at 12.04

Crores as against Rs.13.57 Crores in the previous year.

On Consolidated Basis : The Turnover of the company

from the Chemical Segment amounted to 27.83

Crores as against 28.90 Crores for the previous

year. The EBIT from this segment stood at 12.02

Crores as against 13.57 Crores in the previous year.

On Standalone basis: The Turnover of the Company

from Pharma Segment amounted to Rs.8.12 Crore as

against Rs.2.15 Crore for the previous year. The EBIT

from this segment stood art Rs.(5.64) Crore as against

Rs.( 0.43) Crore in the previous year.

On Consolidated Basis : The Turnover of the company from the Chemical Segment amounted to 5.57 Crores as against 2.14 Crores for the previous year. The EBIT from this segment stood at (7.97) Crores as against Rs.(0.42) Crores in the previous year.

The Board of Directors has recommended a dividend of 1.50/- per share (30%) for the year ended March 31, 2025. This represent pay-out of 15.49%.

As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is available on the Company's website at https://bhageriagroup.com/ company-policies/ As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General Meeting.

The Company has not transferred any amount to General

Reserve during the financial

During the year under review, there was no change in Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. The Company has not issued any equity shares with differential voting rights during the year.

The Authorized Capital of the Company as at March 31, 2025 was Rs.25,00,00,000/- (Rupees Twenty Five Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of Rs.5/- each.

The Paid-up Equity Share Capital as at March 31, 2025 was Rs.21,82,20,900/- (Twenty One Crore Eighty Two Lakh Twenty Thousand Nine Hundred Only) divided into 4,36,44,180 (Four Crore Thirty Six Lakh

Forty Four Thousand One Hundred & Eighty) Equity

Shares, having face value of Rs.5/- each fully paid up.

The Company incorporated 4 new Wholly Owned Subsidiary Companies in FY 24-25 which would enable the Company to complete the upcoming project, expand its solar business.

As on March 31, 2025, the Company have Six (6) subsidiary companies, namely Bhageria & Jajodia

Pharmaceuticals Private Limited, Bhageria Industries Holding Company W.L.L., Rahuri Cleantech Private Limited, Salasar Renewables Private Limited, Hikaru Solar Power Private Limited and New Ahilyanagar Solar Private Limited. There has been no material change in the nature of the business of the subsidiaries.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website at https://bhageriagroup.com/ company-policies/. Further, in terms of the said policy, the Company does not have a material subsidiary. A statement providing details of performance and salient features of the financial

/Associate/Joint Venture companies, as per Section 129(3) of the Companies Act, 2013 in Form AOC-1, is provided as Annexure A to the consolidated financial statement and therefore not repeated in this Report to avoid duplication.

As on March 31, 2025, the Company does not have joint venture or associate companies within the meaning of. Section 2(6) of the Companies Act, 2013.

The Consolidated Financial Statements of the Company and its subsidiary for FY 2024-25 are prepared in compliance with the applicable provisions of the Companies Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor's Report thereon form part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company's website https://bhageriagroup.com/ financial-information/ and the financial statements of the subsidiary, as required, is available on the Company's website at https://bhageriagroup.com/financial-statements-of-subsidiary/

Pursuant to Section 134 of the Act, with respect to

Directors Responsibility statement it is hereby confirmed: a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Board of Directors includes the Executive and Independent Directors so as to ensure proper governance and management. The Board consists of Seven (7) Directors comprising of Three (3) Executive Directors and Four (4) Independent Directors including One (1) Woman Director as on March 31, 2025. The composition of the Board is in conformity with the provisions of the Act and Regulation 17 of the SEBI Listing Regulations.

There was no change in composition of the Board during the FY 2024-25. o Director liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 (‘'Act'') and the Articles of Association of the Company, Mr. Suresh Bhageria (DIN: 0540285), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

All the Independent Directors of the Company have given their respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and

Regulation 16(1)(b) of the SEBI Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess the relevant expertise and experience in their respective fields.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs (‘IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of

Directors) Rules, 2014.

Out of Four Independent Directors of the Company, Three Independent Directors are not required to clear

Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA) and One Independent Director has cleared the Online

Proficiency Self-Assessment Test conducted by

Indian Institute of Corporate Affair (IICA).

In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel: o Mr. Suresh Bhageria, Executive Chairman (WTD) o Mr. Vinod Bhageria, Managing Director o Mr. Vikas Bhageria, Jt. Managing Director (WTD) o Mr. Rakesh Kachhadiya, Chief Financial Officer o Mrs. Deepa Toshniwal, Company Secretary

The Board met 4 (Four) times during the financial year

The details of composition of the Board, its committees, their meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report, which is a part of this Report.

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Board's functioning, competencies, frequency and regularity of meetings, contribution, creation of stakeholder values, management of current & potential strategic issues, compliance & governance etc. The performance evaluation of the Board as a whole, Chairman and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on October 28, 2024 and January 31, 2025.

Similarly, the performance of various committees, individual Independent and Non-Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like Composition and Working of Committees, Functioning, Contribution, Independence, Understanding, Knowledge, Initiative, Integrity, etc.

The Board of Directors has framed a policy, on the recommendation of the Nomination & remuneration

Committee, which lays down a framework in relation to appointment and remuneration of its Directors. The policy includes criteria for determining qualifications, positive attributes, independence of Directors etc., as required under the provisions of Section 178(3) of the Companies Act, 2013 and SEBI LODR Regulations . The policy also broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive & the Non-executive Directors. The said policy has been posted on the website of the Company at https://bhageriagroup.com/company-policies/ In case of re-appointment of Non-executive & Independent

Directors, NRC and the Board takes into consideration the performance of the Director, based on the Board evaluation and his/her engagement level during his/her previous tenure. The same is disclosed in the Corporate Governance Report forming part of this Annual Report.

At the AGM held on July 30, 2022, the Members of the Company approved the appointment of M/s.

Sarda & Pareek LLP, Chartered Accountants, (ICAI

Firm Registration No. 109262W/W100673), as the statutory auditors of the Company for a term of 5 years commencing from the conclusion of the 33^rd AGM of the Company till the conclusion of the 38^th AGM of the Company to be held in the year 2027.

The Auditors' Report for financial year 2024-2025 on the financial statements forms part of this Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. The

Auditors have also confirmed that they satisfy the independence criteria required under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India. The Auditors attended the last Annual General meeting of the Company.

During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee appointed M/s K V M & Co.,

Cost Accountants (ICWAI Firm Registration No. 000458) as the Cost Auditors of the Company for the Financial Year 2025-26 and has recommended their remuneration to the shareholders for their ratification at the ensuing Annual General Meeting.

M/s K V M & Co., have given their consent to act as Cost Auditors and confirmed that their appointment is within the limits of the section 139 of the Companies

Act, 2013. They have also certified that they are free from any disqualifications specified under Section

141 of the Companies Act, 2013.

As per the requirements of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2025.

Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit

Committee has appointed M/s. Kamal Dhanuka & Co.,

Chartered Accountants, (ICAI Firm Registration No. 131308W) as Internal Auditors of the Company for the financial year ending March 31, 2026.

The Secretarial Audit was carried out by M/s. GMJ

& Associates, Company Secretaries for the Financial

Year 2024-2025. The Report given by the Secretarial Auditors is annexed as Annexure ‘I' to this Report.

The report does not contain any qualification, reservation and adverse remark or declaimer.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

In terms of Section 204 and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any modification(s) or re- statutory enactment thereof, for the time being in force), and Regulation 24A of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘SEBI Listing Regulations'), as amended from time to time,, the Audit Committee recommended and the Board of Directors have recommended the appointment of M/s. GMJ &

Associates, Company Secretaries, be and are hereby appointed as the Secretarial Auditors of the Company, to hold office for a term of five consecutive years commencing from financial year 2025-2026 to financial year 2029-2030. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.

Secretarial Compliance Report: - The Company has undertaken an audit for the Financial Year ended March 31, 2025 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Secretarial

Compliance Report issued by M/s. GMJ & Associates,

Company Secretary has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure ‘II' of this report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://bhageriagroup.com/company-policies/

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules') are enclosed as Annexure ‘III' forming part of this Report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules also forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company at Info@ bhageriagroup.com.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure ‘IV' to this Report.

Particulars of loans, guarantees given and investments made during the year, as required under section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, are provided in the Notes to the Standalone Financial Statements.

In line with the requirements of the Act and the SEBI Listing Regulations, your Company has formulated a policy on related party transactions which is also available on Company's website at https://bhageriagroup.com/ company-policies/ This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. All related party transactions are placed before the Audit Committee for review and approval.

All related party transactions entered during the Financial Year were in ordinary course of the business and on an arm's length basis. No material related party transactions were entered during the Financial Year by your Company.

Accordingly, no disclosure is made in respect of related party transactions, as required under Section 134(3) (h) of the Act in Form AOC-2. Members may refer notes to the financial statements which sets out related party disclosures pursuant to Ind AS 24.

Pursuant to Regulation 21 of the SEBI Listing Regulations, the Board of Directors of the Company have constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Company has framed the Risk Management Policy to manage the risks included in all the activities of the Company by proactively mitigating adversities.

The Committee comprises of two Independent Directors and two Executive Director. The risk management framework, explained in the Management Discussion and Analysis section of this Report, identifies risks that could potentially threaten the Company's existence or impact operations.

Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year and provides guidance for strengthening of such controls wherever necessary. During the year under review, no fraud has been reported by the Auditors to the Audit Committee or the Board. The details in respect of internal control system and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

The Company has established a Vigil Mechanism in the form of a Whistle Blower policy for Directors, employees andotherstakeholdersoftheCompanytoreportgenuine concerns, grievances, frauds and mismanagements, if any. The policy provides for adequate safeguards against victimization of Directors/employees who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee. The Whistle Blower policy has been posted on the website of the Company at https://bhageriagroup.com/company-policies/

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 and through which the Company has complied with all applicable Secretarial Standards. DEPOSITS:

Your Company has not accepted any deposits from the public, during the year under review within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

During the year, the Company has transferred the unclaimed and un-encashed dividends of 18, 20,755/-Further, 2,902 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules.

The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the corporate governance report. Details of shares/ dividend transferred to IEPF can also be obtained by accessing https://bhageriagroup.com/iepf/.

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2025 is available on the Company's website at https://bhageriagroup.com/financial-information/

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The

Company affirms that during the company has complied with the provisions relating to Internal Complaints Committee and no complaints were received by the Committee for redressal.

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issues and also fosters a culture of accountability and integrity. The Code is in accordance with the requirements of Listing Regulations and has been posted on the Company's website at https:// bhageriagroup.com/company-policies/All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

The Company is aware of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plants.

There has been no change in the nature of business of the Company as on date of this Report.

There were no material changes affectingthefinancial position of the Company between the end of the financial year and date of report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: and Material order passed Notreceivedanysignificant by the Regulators or Court during the financial year

2024-25.

FINANCIAL YEAR: underreview,the

No application made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of

2016) during the financial year 2024-25.

No such valuation has been done during the financial year 2024-25.

The Company adheres to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.

The Management Discussion & Analysis Report and Corporate Governance together with the Certificate from the Statutory Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Listing Regulations, form an integral part of this Annual Report.

Pursuant to Regulation 3(2A) of the SEBI Listing Regulations, the provisions pertaining to applicability of Business Responsibility & Sustainability Reporting have ceased to apply to the Company from March 31,

2025, Therefore, the Annual Report for the financial year

March 31, 2025 does not contain a separate section on

Business Responsibility & Sustainability Reporting.

Your Directors would like to express their sincere appreciation to the company's Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for the hard work, solidarity, cooperation and support of employees at all levels.