Bhagiradha Chemicals & Industries Ltd

Dear Members,

Your Directors have pleasure in presenting the Thirty First (31st) Annual Report of your Company together with the audited Financial Statements for the year ended 31st March, 2024.

Financial Highlights

The Financial Statements for the year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 ('Act') and other recognized accounting practices and policies to the extent applicable. Necessary disclosures regarding Ind-AS reporting have been made under the Notes to Financial Statements. The Company's performance during the Financial Year under review as compared to the previous Financial Year is summarized below:

Financial Results

Rs. In Lakhs

* EPS is arrived considering face value of ' 1 per share (post-split)

Standalone Performance

The revenue from operations for the FY 2023-24 was Rs. 40,672.07 lakhs as against the previous year's revenue from operations of Rs. 50.209.13 lakhs in FY 2022-23. The PAT attributable to shareholders for FY 2023-24 was Rs. 2,030.24 lakhs as compared to the previous year's PAT of Rs. 4,641.00 lakhs. The Profit before Tax was Rs. 2,904.91 lakhs as against the previous year's PBT of Rs. 6,504.15 lakhs. The Earnings per Share stood at Rs. 1.95 for the year under review as against Rs. 4.56 per share of the previous year.

Consolidated Performance

The revenue from operations for the FY 2023-24 was Rs. 40,764.82 lakhs as against the previous year's revenue from operations of Rs. 50.209.13 lakhs in FY 2022-23. The PAT for FY 2023-24 was Rs. 1,822.14 lakhs as compared to the previous year's PAT of Rs. 4,515.16 lakhs. The Profit before Tax was Rs. 2,692.22 lakhs as against the previous year's PBT of Rs. 6,378.31 lakhs. The Earnings per Share stood at Rs. 1.75 for the year under review as against Rs. 4.43 per share of the previous year.

Change in the nature of the business, if any:

There is no change in the nature of the business of the Company and its subsidiary during the year under review

Dividend

The Board of Directors at its meeting held on May 24, 2024, recommended a final dividend for the year ended March 31, 2024 of Rs. 0.10/- per equity share of face value of Rs. 1 each (i.e. 10%) and the same shall be paid subject to approval of the shareholders at the ensuing 31st Annual General Meeting during the Financial Year 2023-24. 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. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source as per norms.

The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, August 03, 2024 to Friday, August 09, 2024 (both days inclusive) for ascertainment of shareholders eligible to receive dividend for the financial year ended March 31, 2024.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a Dividend Distribution Policy with the objective of providing clarity to its stakeholders on the profit distribution strategies of the Company. During the year, the said Policy has been reviewed by the Board of Directors of the Company and the same is hosted on the website of the Company at https://www.bhaeirad.com/reports/ policv/Dividend%20Distribution%20Policvmav21.pdf

Transfer of Un-Claimed Dividend/Shares

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. The following are the year wise dividends remaining unclaimed as on 31.03.2024.

• Transfer of unclaimed dividend to IEPF during the year under review

During the Financial Year 2023-24, no unclaimed/unpaid dividend amount was due for transfer to the Investor Education and Protection Fund, pursuant to Section 124(5) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time.

• Transfer of shares to IEPF

During the Financial Year 2023-24, no shares of the company were due for transfer to Investor Education and Protection Fund Authority (IEPF). in compliance with the provisions of Section 124 of the Companies Act, 2013,

The shareholders whose shares got transferred to IEPF Authority shall claim the dividends and shares from IEPF Authority by submitting an online application in the prescribed Form No. IEPF-5 available on the website at www.iepf.gov.in as per the procedure prescribed thereon.

Smt. Sharanya M is the Nodal Officer who is appointed by the Company under the provisions of IEPF.

Transfer to reserves

The closing balance of the retained earnings of the Company for FY 2023-24, after all appropriation and adjustments stood at ^40,694.73 lakhs.

Preferential Issue

During the year under review, pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations") including the provisions of Chapter V of the ICDR Regulations, SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, provisions of the Companies Act, 2013 and other applicable provisions, read with the rules made thereunder, the company has on November 17, 2023, allotted 25,61,425 Convertible Warrants of Rs. 10/- each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company having face value of Rs. 10/- each at a price of Rs. 1332/- ("warrant issue price" [including the warrant subscription price (Rs. 333/- per warrant) and the warrant exercise price (Rs. 999/- per warrant] with a premium of Rs. 1322/- payable in cash, aggregating up to Rs. 341,18,18,100/- ("Total Issue Size") on a preferential basis to promoter, promoter group and non- promoter category, pursuant to approval of the members of the Company at Extraordinary General Meeting ("EGM") held on November 04, 2023 and pursuant to in-principle approval granted by BSE Limited and National Stock Exchange of India Limited (NSE).

After the end of the financial year under review, as on the date of this report, upon receipt of an amount aggregating to Rs. 203,59,76,985 (Rupees Two Hundred and Three Crores Fifty-Nine Lakhs Seventy - Six Thousand Nine Hundred and Eighty-Five only) from 56 warrant holders at the rate of Rs. 999 per warrant (being 75% of the issue price per warrant as "Warrant Exercise Price") for 20,38,015 No. of Convertible warrants, as per the terms of issue of Warrants, the Share Allotment- Sub Committee of the Board of Directors of the Company at its meeting held on May 09, 2024, allotted 2,03,80,150 No of equity shares of face value of Rs. 1/- each, upon exercising the option to apply for conversion to fully paid up Equity Shares of the Company by 56 warrant holders.

After the end of the financial year under review, as on the date of this report, upon receipt of an amount aggregating to ^203,59,76,985 from 56 warrant holders at the rate of Rs. 999 per warrant for 20,38,015 No. of Convertible warrants, the Share Allotment- Sub Committee of the Board of Directors of the Company at its meeting held on May 09, 2024, allotted 2,03,80,150 No of equity shares of face value of Rs. 1 /- each, Consequent to the stock split and conversion of warrants into equity shares as mentioned above, as on the date of this report, the Authorized Share Capital of the Company stood at Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 15,00,00,000 (Fifteen Crore) Equity shares of Rs. 1/- each and the issued and paid up capital of the Company increased from Rs. 10,40,54,830 divided into 10,40,54,830 equity shares of face value of Rs. 1/- each to Rs. 12,44,34,980 divided into 12,44,34,980 equity shares of face value of Rs. 1/- each.

As on the date of this report, 5,23,410 No. of Convertible Warrants are pending for conversion to equity shares of the company.

Stock Split

After the end of the financial year under review and as on the date of this report, the existing equity shares of the company have undergone sub- division/ split, such that 1 (one) equity share having face value of Rs. 10/- each, fully paid-up, was sub-divided/split into 10 equity shares having face value of Rs. 1 /- each, fully paid- up, ranking pari- passu in all respects with effect from May 02, 2024 ("Record Date"), pursuant to the approvals received from the shareholders of the company through postal ballot by way of remote e-voting on Wednesday, April 10, 2024 (being the last date of remote e-voting).

Alteration of AOA and MOA of the company

After the end of the financial year under review and as on the date of this report, the Capital Clause (Clause V) of the Memorandum of Association of the Company was altered/amended, pursuant to the split of face value of equity shares of the company from Rs. 10/- (Rupees Ten) each to Rs. 1 /- (Rupee one) each, through Postal Ballot process (Postal Ballot Notice dated March 05, 2024) by way of remote e-voting. The approval of the members was received on Wednesday, April 10, 2024 (being last date of remote e-voting).

Share capital

During the year under review, there was no change in the Authorized share capital of the company which stood at Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares having face value of ^10/- each and the paid up share capital of the Company stood at Rs. 10,40,54,830 divided into 1,04,05,483 equity shares of Rs. 10/- each.

During the year under review, the company has on November 17, 2023, allotted 25,61,425 Convertible Warrants of Rs. 10/- each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company having face value of Rs. 10/- each at a price of Rs. 1332/- ("warrant issue price" [including the warrant subscription price (Rs. 333/- per warrant) and the warrant exercise price (Rs. 999/- per warrant] with a premium of Rs. 1322/- payable in cash, aggregating up to Rs. 341,18,18,100/- ("Total Issue Size") on a preferential basis to promoter, promoter group and non- promoter category, pursuant to approval of the members of the Company at Extraordinary General Meeting ("EGM") held on November 04, 2023 and pursuant to in-principle approval granted by BSE Limited and National Stock Exchange of India Limited (NSE).

After the end of the financial year under review and as on the date of this report, the existing equity shares of the company have undergone sub- division/ split, such that 1 (one) equity share having face value of Rs. 10/- each, fully paid-up, was sub-divided/split into 10 equity shares having face value of Rs. 1 /- each, fully paid- up, ranking pari- passu in all respects with effect from May 02, 2024 ("Record Date").

After the end of the financial year under review, as on the date of this report, upon receipt of an amount aggregating to Rs. 203,59,76,985 (Rupees Two Hundred and Three Crores Fifty-Nine Lakhs Seventy - Six Thousand Nine Hundred and Eighty-Five only) from 56 warrant holders at the rate of Rs. 999 per warrant (being 75% of the issue price per warrant as "Warrant Exercise Price") for 20,38,015 No. of Convertible warrants, as per the terms of issue of Warrants, the Share Allotment- Sub Committee of the Board of Directors of the Company at its meeting held on May 09, 2024, allotted 2,03,80,150 No of equity shares of face value of Rs. 1/- each, upon exercising the option to apply for conversion to fully paid up Equity Shares of the Company by 56 warrant holders.

Consequent to the stock split and conversion of warrants into equity shares as mentioned above, as on the date of this report, the Authorized Share Capital of the Company stood at Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 15,00,00,000 (Fifteen Crore) Equity shares of Rs. 1/- each and the issued and paid up capital of the Company increased from Rs. 10,40,54,830 divided into 10,40,54,830 equity shares of face value of Rs. 1/- each to Rs. 12,44,34,980 divided into 12,44,34,980 equity shares of face value of Rs. 1/- each.

Apart from the above, the company has not raised any funds or issued further shares in the form of equity during the financial year ended on March 31, 2024.

The Company has paid listing fee for the financial year 2023-24, to BSE Limited and National Stock Exchange of India Limited (NSE) where its shares are listed.

Buy Back of shares and disinvestment

The Company has not bought back any of its securities and there was no disinvestment during the Financial Year ended March 31, 2024.

Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the Financial Year ended 31st March 2024, form part of the Annual Report.

Material changes and commitments affecting the financial position of the company between the end of the financial year and the date of the report

After the end of the financial year and as on the date of this report, the existing equity shares of the company have undergone subdivision/ split, such that 1 (one) equity share having face value of Rs. 10/- each, fully paid-up, was sub-divided/split into 10 equity shares having face value of Rs. 1 /- each, fully paid- up, ranking pari- passu in all respects with effect from May 02, 2024 ("Record Date"), pursuant to the approvals received from the shareholders of the company through postal ballot by way of remote e-voting on Wednesday, April 10, 2024 (being the last date of remote e-voting).

After the end of the financial year under review, as on the date of this report, upon receipt of an amount aggregating to Rs. 203,59,76,985 from 56 warrant holders at the rate of ^999 per warrant for 20,38,015 No. of Convertible warrants, the Share Allotment- Sub Committee of the Board of Directors of the Company at its meeting held on May 09, 2024, allotted 2,03,80,150 No of equity shares of face value of Rs. 1/- each, Consequent to the stock split and conversion of warrants into equity shares as mentioned above, as on the date of this report, the Authorized Share Capital of the Company stood at Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 15,00,00,000 (Fifteen Crore) Equity shares of Rs. 1/- each and the issued and paid up capital of the Company increased from Rs. 10,40,54,830 divided into 10,40,54,830 equity shares of face value of Rs. 1/- each to Rs. 12,44,34,980 divided into 12,44,34,980 equity shares of face value of Rs. 1/- each.

Apart from the above, there are no material changes and commitments affecting financial position of the company, which occurred between the end of the financial year and the date of this report.

Management Discussion and Analysis

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management's Discussion and Analysis is provided in a separate section and forms an integral part of this Report.

Directors

The Composition of the Board of Directors as on 31.03.2024 is as under:

* Sri. Arvind Kumar Anegondi was appointed as Executive Director of the company with effect from August 04, 2023

**Sri. Suresh Kumar Somani was appointed as Non-Executive - Non Independent Director of the company with effect from November 04, 2023

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 ('Act') or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Change in Directors:

During the year under review, based on the recommendation of the Board, the shareholders of the company at the 30th Annual General Meeting (AGM) held on Friday, August 04, 2023, re-appointed Sri. Krishna Rao S V Gadepalli as a Non- Executive Independent Director of the Company, for a second term of five consecutive years effective immediately after expiry of his current term on November 12, 2023, i.e. commencing from November 13, 2023, till November 12, 2028, who shall not be liable to retire by rotation.

During the year under review, based on the recommendation of the Board, the shareholders of the company approved by way of postal ballot (notice dated September 25, 2023) through remote e-voting on Thursday, October 26, 2023, being the last date of remote e-voting, the appointment of Sri. Arvind Kumar Anegondi (DIN: 03097192) as an Executive Director of the company for a period of 5 consecutive years with effect from August 04, 2023 till August 03, 2028.

During the year under review, based on the recommendation of the Board, the shareholders of the company approved by way of postal ballot (notice dated December 26, 2023) through remote e-voting on Friday, January 26, 2024, being the last date of remote e-voting, the appointment of Sri. Suresh Kumar Somani (DIN: 00031096), as a Non-Executive - Non Independent Director of the company for a period of 5 consecutive years with effect from November 04, 2023 till November 03, 2028.

Apart from the above, there was no change in the composition of Board of Directors of the company during the year under review.

Pursuant to Sections 152 of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Singavarapu Lalitha Sree (DIN: 06957985) Non-Executive Non Independent Director, of the Company, retires by rotation and being eligible, offers herself for re-appointment. Her appointment is placed for approval of the members and forms part of the notice of the 31st Annual General

Meeting. The information about the Director seeking re-appointment as per the Secretarial Standards on General Meetings and Regulation 36 (3) of Listing Regulations has been given in the notice convening the 31st Annual General Meeting.

Key Managerial Personnel ('KMP'):

During the year under review, the Company is having the following Key Managerial Personnel.

Sri. S. Chandra Sekhar, Managing Director

Sri. A. Arvind Kumar, Executive Director and Chief Executive Officer Sri. B. Krishna Mohan Rao, Chief Financial Officer Smt. Sharanya M, Company Secretary & Compliance Officer There was no change in the KMP of the company during the year under review

Declaration from Independent Directors

The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity and possesses all the relevant expertise and experience (including proficiency).

Meetings of the Board

During the period under review, seven (7) meetings of the Board of Directors of the Company were held on 13-05-2023, 04-08-2023, 11-10-2023, 04-11-2023, 17-11-2023, 27-01-2024, 05-03-2024, in accordance with the provisions of the Act. The date(s) of the Board Meetings and attendance by the directors are given in the Corporate Governance Report forming an integral part of this report.

The Company also adopted Governance Guidelines on Board Effectiveness which comprise the aspects relating to Composition of Board and Committees, Terms of Directors, Nomination, Appointment, Development of Directors, Code of Conduct, Effectiveness of Board and Committees, review and their mandates.

Meeting of Independent Directors

A separate meeting of the Independent Directors was held on May 13, 2023, inter-alia, to discuss evaluation of the Performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that are necessary for the Board to effectively and reasonably perform its duties.

Committees of the Board

During the period under review, five statutory committees constituted by the Board were functioning i.e. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Besides the above, the Board has constituted three non- statutory committees i.e. Management Committee. Rights Issue Committee and Share Allotment Sub Committee.

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the corporate policies framed and approved by the Board are available on the Company's website (www.bhaeirad.com). The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

Subsidiaries, Associates and Joint Ventures

During the year under review, the company has one Wholly Owned Subsidiary Company namely, M/s. Bheema Fine Chemicals Private Limited (CIN: U24299TG2020PTC142050).

During the year, the Board of Directors reviewed the affairs of the subsidiary from time to time. The subsidiary's agrochemical manufacturing plant is under construction in phases at Kadechur Industrial Area, Yadgir District, Karnataka and has commenced commercial production during the year under review in one of the process units.

The audited consolidated financial statement of the Company prepared in accordance with the applicable Accounting Standards along with all relevant documents and the Auditors' Report form part of this Annual Report.

No other Company is an associate/joint venture of the Company as on March 31, 2024.

A statement containing the highlights of performance of the Wholly Owned Subsidiary is given in Form AOC-1 annexed as Annexure I of this report (which also forms part of the Financial Statements)

The gist of financial performance of the Subsidiary Company is as follows.

Rs. In Lakhs

Revision of Financial Statements

There was no revision of Financial Statements (Standalone & Consolidated) and Board Reports during the year under review.

Transactions with the Related Parties

The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 and rules made thereof and as per the Related Party Transaction (RPT) policy of the Company during the financial year ended March 31, 2024 in prescribed Form AOC-2 are annexed to this Board's Report at Annexure-II.

Further, there are no materially significant related party transactions during the year under review with Promoters, Directors, Key Managerial Personnel and their relatives, which may have potential conflict with interest of the company at large. The related party transactions were placed before the audit committee and the Board at their respective meetings for approval. All related party transactions entered during the year were in the ordinary course of business and on arm's length basis. The details of the related party transactions during the year are part of the financial statements forming part of this Annual Report.

Audit Committee

The Audit Committee comprises four members. The Committee is chaired by Sri. Sudhakar Kudva, Non-Executive Independent Director. A total of three-fourths of the Committee comprises Independent Directors. Details of the role and responsibilities of the Audit Committee, the particulars of Meetings held and attendance of each Member at such Meetings are given in the Report on Corporate Governance, which forms part of this Annual Report.

There were no instances of any disagreement between the Committee and the Board and all recommendations of the Audit Committee made during the year under review were accepted by the Board.

Statutory Auditors

As per Section 139 of the Companies Act, 2013 ('the Act'), read with the Companies (Audit and Auditors) Rules, 2014, M/s. R. Kankaria & Uttam Singhi, Chartered Accountants (Firm Registration No. 000442S), Address: 6-3-1090/C-4, RajBhavan Road, Somajiguda, Hyderabad, 500 082, were appointed as the statutory auditors of the company at the 29th Annual General Meeting held on 12th August, 2022, for a term of 5 consecutive years i.e. from the conclusion of 29th AGM in FY 2022- 2023 till the conclusion of the 34th AGM in FY 2027- 2028. Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every annual general meeting has been omitted with effect from 7th May, 2018. The Board of Directors is empowered to fix the remuneration of the Statutory Auditor on yearly basis.

The Statutory Audit Report for FY 2023-24, given by M/s. R. Kankaria & Uttam Singhi, Chartered Accountants (Firm Registration No. 000442S) on the financial statements of the Company for the Financial year ended March 31, 2024, is forming part of the Annual Report. The Auditors' report does not contain any qualification, reservation or adverse remark.

Cost Auditors

As per Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the cost records are required to be audited. Based on the recommendation of the Audit Committee, your Board at its meeting held on May 24, 2024, has appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad (FRN: 000118) as cost auditors for the financial year 2024-25. A resolution seeking Members' ratification for the remuneration payable to the Cost Auditor is being placed for members' approval in this Annual General Meeting.

M/s. Sagar & Associates, Cost Accountants, Hyderabad have confirmed that their appointment is within limits defined under Section 139 of the Act and have also certified that they are free from any disqualifications specified under Section 141 of the Act. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. Necessary resolution seeking Members' approval for ratification of remuneration payable to the Cost Auditor for the financial year 2024-25 is included in the Notice convening the 31st Annual General Meeting.

Secretarial Auditors

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on May 24, 2024, based on the recommendation of the Audit Committee appointed Mr. Y. Ravi Prasada Reddy, (M. No: FCS 5783, CP No: 5360), Proprietor of M/s RPR & Associates, Practicing Company Secretaries, Sri Sai Sarawathi Nilayam, H.No: 5-5-33/26/A/1, Plot No. 77, Maitri Nagar, Kukatpally, Hyderabad - 500072, as the Secretarial Auditor of the Company for the Financial Year 2024-25 to undertake the secretarial audit for the financial year 2024-25.

As per Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of the company issued by M/s RPR & Associates, Practicing Company Secretaries, Sri Sai Sarawathi Nilayam, Plot No. 77, Maitri Nagar, Kukatpally, Hyderabad - 500072, for the FY 2023-24, does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report in Form MR-3 received from them is annexed herewith as Annexure III (A).

In terms of Regulation 24(A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company has obtained the Secretarial Compliance certificate for FY 2023-24, from Mr. Y. Ravi Prasada Reddy, (M. No: FCS 5783, CP No: 5360), Proprietor of M/s RPR & Associates, Practicing Company Secretaries which is annexed as Annexure- III(B) and forms part of the Annual Report. The same was also filed with the Stock Exchanges where the shares of the Company are listed.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has obtained a certificate from Mr. Y. Ravi Prasada Reddy, (M. No: FCS 5783, CP No: 5360), Proprietor of M/s RPR & Associates, Practicing Company Secretaries that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority, which is annexed as Annexure-III (C).

As per Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of Bheema Fine Chemicals Private Limited (CIN: U24299TG2020PTC142050), unlisted material subsidiary of the company for the Financial Year 2023- 24, issued by M/s RPR &

Associates, Practicing Company Secretaries, Sri Sai Sarawathi Nilayam, Plot No. 77, Maitri Nagar, Kukatpally, Hyderabad - 500072, is annexed herewith as 'Annexure III (D)' to this Report. The Secretarial Audit Report of unlisted material subsidiary does not contain any qualifications, reservation or adverse remark or disclaimer.

Internal Auditor:

The Board at its meeting held on May 24, 2024, based on the recommendation of the Audit Committee, re-appointed Sunesh Agarwal & Associates, Chartered accountant in practice, Membership No. 223768/ICAI to conduct the internal audit of the company for the financial year 2024-25.

Maintenance of Cost Records

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. Accordingly, such accounts and records were made and maintained for the financial year 2023-24.

Reporting of Fraud

During the year under review, the Statutory Auditors, Cost Auditors, Secretarial Auditors, Internal 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 Companies Act, 2013, details of which need to be mentioned in this Report.

Cyber Security Incidents, Breaches, Loss of Data or Documents

During the year under review, there were no cyber security incidents, breaches or loss of data or documents.

Credit Rating

During the year under review, India Ratings and Research (Ind-Ra) has assigned Credit Rating as follows:

Corporate Social Responsibility (CSR)

As an integral part of our commitment to good corporate citizenship, we, at Bhagiradha Chemicals and Industries limited believe in actively involving in improvement of the quality of life of people in communities, giving preference to local areas around our business operations. Company's CSR efforts focus on Health, Education and Rural development. Through a dedicated CSR committee, we ensure strategic oversight, managing our CSR activates, initiatives, and budgets. A brief outline of the Corporate Social responsibility (CSR) policy of the Company and the initiatives taken by the Company on CSR activities during the year under review are set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) rules, 2014.

The CSR Policy adopted by the Board is available on the Company's website at https://www.bhaeirad.com/corporate.html

Particulars of Employees

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-V to 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 forms part of this Report.

Human Resources:

At Bhagiradha, we consider employees as our most valuable asset. It is our constant endeavor to upgrade knowledge and skills, enhancing productivity of our employees. Our HR practices focus on collaboration, diversity, and inclusion, fostering innovation, creativity, and driving success. We believe in collaborating across teams, departments, and with external partners, creating a culture of shared success and continuous improvement. Through an inclusive culture, we ensure that every voice is heard, and every individual is valued. Employee engagement is crucial to our success.

The company focuses on developing an inclusive work culture that promotes diversity, equal opportunities and respect for every individual and has created a valuable workplace revolving around the principles of capability building, employee engagement, governance and digitalisation. Suitable training is imparted on various skill-sets to attract quality resources. The Company focused on digitising processes to ensure smooth functioning of its operations. During the year under review, various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees.

Significant Material Orders Passed by the Regulators

There were no significant and material orders passed by any Regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31 March, 2024.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

No one time settlement of loans has taken place during the year.

Extract of the Annual Return

The Annual Return as on March 31, 2024 as required under Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, shall be placed on the Company's website at https://www.bhaeirad.com/.

Nomination and Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee adopted a "Nomination & Remuneration Policy", which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of Companies Act, 2013.

The Nomination and Remuneration Policy adopted by the Board is available on the Company's website at http://www.bhagirad.com

Procedure for Nomination, Appointment and Remuneration of Directors

The Nomination and Remuneration Committee (NRC) has been empowered to oversee and develop competency requirements for the Board, based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors, KMP and senior management. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations). The remuneration determined for Executive / Non-Executive Directors and KMP is subject to the recommendation of the NRC and approval of the Board of Directors.

The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company.

Evaluation of the Board

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Nomination and Remuneration Committee laid down criteria for performance evaluation of individual director(s), the board and its committee(s) as a whole. Accordingly, the Board had carried out an annual evaluation of the Directors individually and of the Board and its committees as a whole.

A structured questionnaire was prepared after taking into consideration, inputs received from the Directors, covering aspects of the Board's functioning such as adequacy of the composition of the Board and its committees, execution and performance of specific duties, obligations and governance.

Familiarization Programme for Independent Directors

The Company has a structured Familiarization framework for its Directors. It takes due steps for familiarizing the Independent Directors including other directors with the Company's procedures and practices, by providing them the necessary documents, reports and internal policies. Through the Familiarization Programme, the Independent Directors are briefed about their roles, responsibilities, duties, and obligations as a member of the Board and matters relating to Corporate Governance, Code of Business Conduct, Risk Management, Compliance Programs, Internal Audit, etc.

The company follows a well-structured induction programme for orientation and training of Directors at the time of their joining to provide them with an opportunity to familiarize themselves with the Company, its management, its operations and the industry in which the Company operates.

All Independent Directors of the Company are familiarised with the operations and functioning of the Company at the time of their appointment followed by a management presentation and on an ongoing basis. The Directors are provided with necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices. Further, periodic presentations are made at the Board and Committee Meetings, on business and performance updates of the Company including global business environment, business strategy and risks involved.

The newly appointed Directors are also informed about the Company's Vision, Core Purpose, Core Values and Business Operations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Directors on various matters inter-alia covering the business strategies, budgets, review of Internal Audit, risk management framework, operations of subsidiary, management structure, management development, quarterly and financial results.

Number of Meetings of the Board and its Committees

The Board met seven (7) times during the Financial Year 2023-24. The details of the meetings of the Board and Committees along with its composition and respective terms of reference thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

Particulars of loans, guarantees and investments

During the year under review, the Company has extended unsecured loan of an amount of ^ 6700 lakhs at an interest rate of 7.25% p.a to its wholly owned subsidiary Company namely, M/s. Bheema Fine Chemicals Private Limited. (outstanding as on March 31, 2024 was ^ 6700 lakhs)

During the year under review, the company has not made any investment by way of subscription to the equity share capital of M/s. Bheema Fine Chemicals Private Limited, its Wholly Owned Subsidiary Company.

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the standalone financial statements provided in this Annual Report

Apart from the above, the Company has not given any loans, guarantees or security in connection with loans or made any investments falling within the ambit of Section 185 and 186 of the Companies Act, 2013 read with rules made thereunder as amended from time to time.

Internal Financial Controls

Your Company has in place adequate internal financial controls commensurate with its size, scale and operations. These have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. The Company has established a comprehensive internal controls framework, which includes thoroughly documented policies and procedures. This framework guarantees the maintenance of precise accounting records and offers a reasonable level of confidence in the reliability of financial reporting. Additionally, it facilitates efficient monitoring of operations, protects assets from unauthorised use or loss and ensures compliance with relevant regulations.

The internal control systems provide assurance regarding the effectiveness and efficiency of operations, safeguarding of assets, reliability on financial controls and compliance with applicable laws. The Statutory and the Internal Auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of internal control systems including controls with respect to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. The Board, Audit Committee and the Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. The Audit Committee reviews the adequacy and effectiveness of internal control system and suggests improvements if any for strengthening them.

During the year under review, no material weaknesses in the design or operation of Internal Financial Control system was reported.

Risk Management

Your company believes that effective risk management and mitigation are critical in achieving business objectives and enabling sustainable growth. The company recognises the importance of identifying risks and implementing mitigation plans to reduce their impact. The Company proactively manages various business risks through mitigation strategies tailored to each risk. It constantly reviews and updates risk management policies to ensure that the business is well-positioned to navigate potential risks successfully.

The Risk Management Committee is, inter-alia, authorised to monitor and review the potential risk, assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy and effectiveness of the risk management framework to the Board periodically. During the period under review, the Risk Management Committee met two times, reviewed the risks associated with the business of your Company, undertook its root cause analysis and monitored the efficacy of the measures taken to mitigate the same.

The Risk Management Policy adopted by the Board is available on the Company's website at https://bhaeirad.com/corporate.html

Deposits from Public

The Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There are no outstanding deposits as on 31st March, 2024.

Conservation of energy, Technology absorption, Foreign Exchange earnings & outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - VI.

Business Responsibility and Sustainability Report

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report of your Company for FY 2023-24, describing the various initiatives undertaken from an environment, social and governance perspective during the year forms part of the Annual Report and is annexed herewith as Annexure - VII.

Corporate Governance

The report on corporate governance for the year ended March 31, 2024, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure VIII. The certificate from practicing Chartered Accountant pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the compliance of conditions of corporate governance is attached to the report on corporate governance.

Prevention of Sexual Harassment of Women at workplace

The Company is committed to provide a work environment that ensures that every Employee is treated with equal dignity and respect. The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") to provide a safe, secure and enabling environment, free from sexual harassment. The Policy is gender neutral. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The company is intolerant to any discrimination and harassment related issues and takes timely measures to address the grievance. The Company periodically conducts sessions for employees across the organisation to build awareness about the Policy and the provisions of POSH Act. The employees are sensitised from time to time in respect of matters connected with POSH Act.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the financial year 2023-24, no cases in the nature of sexual harassment was reported in the Company.

Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting Standards (Ind AS) pursuant to Ministry of Corporate Affairs' notification of the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with the Indian Accounting Standards ('Ind AS') as notified under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs ('MCA')) and relevant amendment rules issued thereafter and guidelines issued by the Securities and Exchange Board of India ("SEBI").

Secretarial Standards

During the financial year 2023-24, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

CEO & CFO Certification

Pursuant to the Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the company has obtained certificate signed by Sri. A. Arvind Kumar, Executive Director & Chief Executive Officer and Sri. B. Krishna Mohan Rao, Chief Financial Officer of the Company, certifying the accuracy of the Financial Statements for FY 2023-24, which forms part of this report.

The Chief Executive Officer and the Chief Financial Officer of the Company also provide quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

Prevention of Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished price Sensitive information, copies of the same are available on company's website at https:// www.bhagirad.com/corporate.html

Vigil Mechanism / Whistle Blower Policy

Your Company is committed to highest standards of professionalism, honesty, integrity, transparency and ethical behaviour. The Board of Directors had formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour.

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower Policy, for the Directors and employees to report genuine concerns, report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics, to provide for adequate safeguards against victimization of persons who use such mechanism and make provisions for direct access to the Chairman of Audit Committee. The employees are free to report violations of applicable laws and regulations and the Code of Conduct and to report any suspected, alleged or actual fraud to the Audit Committee.

The mechanism under the policy has been appropriately communicated within the organisation. The Audit Committee periodically reviews the functioning and implementation of the Whistle-blower mechanism

It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is available on the Company's website at https://www.bhaeirad.com/

Research & Development

R&D is an integral part of our business strategy and our Company consistently leveraged its R&D proficiency in implementing agile practices which helped our Company to adapt to various business challenges and in meeting the expectations of the customers. The R&D is focused on developing non-infringing processes for products which become off-patent. We believe that augmenting our R&D capabilities is vital to our growth plans and the Company's R&D team is constantly focused on developing non-infringing and commercially viable processes. Few products for which processes have been developed shall be commercialized in due course of time.

All the processes implemented in the manufacture of different products have been developed in-house. The R&D teams incessantly work on optimizing existing manufacturing processes aiming at reduction in cost of manufacturing and creation of intellectual property rights for the company.

Industrial/trade relations

Your Directors wish to record appreciation to the continued support and co-operation from its customers, suppliers, vendors, trade partners and all others associated with it. Your Company will continue to build and maintain a strong association with its business partners and trade associates. During the year under review, industrial relations remained cordial and stable. The directors wish to place on record their sincere appreciation for the co-operation received from employees at all levels.

Health, Safety and Environment protection

At Bhagiradha, we prioritize the safety and well-being of our employees and implement measures to create a safe workplace. The Company had adopted a strong-willed and proactive approach to avoid hazards and to safeguard its employees. A holistic approach is taken at work place for all health-related issues to achieve the aim of reducing events to a bare minimum. Our focus on health and safety helped us to avoid any events or fatalities during FY 2023-24.

The company believed that prioritizing responsible health and safety practices is imperative for ensuring long term sustainability. The company has set high standards of occupational safety at all premises. Regular assessments of health and safety practices and working conditions at all plants and offices are made to identify gaps, if any and develop corrective action plans.

Your Company is committed to promoting healthier lives, contributing to the communities where it operates. It accords highest priority to the health and safety as well as to the protection of the environment. From energy-efficient lighting to solar power installation plans, we are committed to conserving resources. We prioritize water conservation and adhere to waste management guidelines. Together, these efforts reflect our unflinching commitment to a greener, more sustainable future.

Cautionary Statement

Statements in this Report, including those which relate to Management Discussion and Analysis, Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Directors' Responsibility Statement as required under Section 134 (3)(c) & (5) of the Companies Act, 2013.

Pursuant to the requirement under Section 134 (3)(c) & 134 (5) of the Companies Act, 2013, your Directors confirm as under:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along 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 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 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 on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively

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.

Acknowledgement

The Board acknowledges and places on record its sincere appreciation to all stakeholders, customers, vendors, banks, Central and State Governments, and all other business partners, for their continued co-operation, guidance and support extended to the company. Your Directors would like to express their gratitude to the Shareholders for their continued trust and confidence. The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence and faith in the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Company's employees and staff.