BDH Industries Ltd Directors Report

DIRECTORS REPORT

To,

The Members,

BDH Industries Limited

Your Directors have pleasure in presenting to you the 36^th Annual Report together with the Audited (Standalone) Financial Statements of the Company for the financial year ended on 31^st March, 2026.

FINANCIAL RESULTS :

The financial performance of the Company for the financial year ended on 31^st March, 2026 compared with the previous year is summarized below :-

		(Rs. in Lakhs)
Particulars	2025-26	2024-25
Sales (Net)	9595.46	6650.83
Other Income	224.38	183.88
Total Income	9819.84	6834.71
Profit before Interest & Depreciation	1612.12	1344.53
Less : Interest	6.09	7.30
Depreciation	86.64	90.52
Profit before Tax	1519.39	1246.71
Less : Provision for Taxation	354.26	254.36
Deferred Taxation	83.75	65.02
Net Profit After Tax	1081.38	927.33

The audited (standalone) financial statements of your Company for the year ended on 31^st March 2026 are prepared in accordance with the applicable Indian Accounting Standards (Ind-AS) as prescribed under section 133 of the Companies Act, 2013 (the Act) read with the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016 and in compliance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015.

REVIEW OF OPERATIONS:

The financial year 2025-26 reflects another year of consistent growth for the Company. During the year 2025-26 Company achieved Sales (Net) of Rs. 9595.46 Lakhs as compared to Rs. 6650.83 Lakhs in the previous year registering increase by 44%. This increase is in exports as well as domestic sales driven by sustained demand, operational efficiency and cost management. The Operating Profit of the Company i.e. Profit before Interest and Depreciation increased from Rs. 1344.53 lakhs in the previous year to Rs. 1612.12 lakhs in 2025-26. The Company earned Net Profit after Tax of Rs. 1081.38 lakhs during the year as against Rs. 927.33 lakhs as in previous year. An amount of Rs. 162.21 Lakhs is transferred to the General Reserve (Other Equity) from the net profit of the financial year 2025-26.

DIVIDEND:

Your Directors are pleased to recommend dividend of Rs. 5/- per equity share of face value Rs. 10/- each (previous year Rs. 4.50/- per share) for the financial year ended on 31^st March, 2026. The payment of said dividend on equity shares is subject to approval of the shareholders at the 36^th Annual General Meeting of the Company. The total cash outflow on account of dividend payment will be Rs. 287.86 lakhs, if approved by the members at the 36^th Annual General Meeting of the Company.

MATERIAL CHANGES & COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of the report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company continues to operate in manufacturing of pharmaceuticals segment and renewable energy segment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board of the Company comprises accomplished professionals from diverse fields bringing a wide range of expertise, domain knowledge and strategic insight. The composition ensures a balanced mix of Directors fostering sound decision making through business acumen, professionalism and independent judgement. Ms. Jayashree Nair is the Chairperson and Managing Director of the Company. Mr. S. C. Kachhara is the Managing Director and Chief Financial Officer (CFO) of the Company. There are three Independent Directors on the Board of the Company - Mr. Prabhakar Dalal, Dr. Mitul Patel and Mr. Suresh Chandra Kookada. There is one Non-Executive Director on the Board of the Company - Ms. Karthika Nair, who retires by rotation at the 36^th Annual General Meeting, being eligible and offers herself for re-appointment. Accordingly, the Board recommends her re-appointment. Ms. Jayashree Nair, Managing Director, Mr. S. C. Kachhara, Managing Director and CFO and Ms. Nikita Phatak, Company Secretary of the Company continue to be Key Managerial Personnel of the Company. During the year, four meetings of the Board of Directors of the Company were held at the registered office of the Company. The details of the meetings of the Board of Directors and its Committees held during the year are mentioned in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have affirmed their continued compliance with the criteria of independence outlined in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act 2013. Their names are registered in the Independent Directors database. Based on the disclosures provided by them, none of them are disqualified from being appointed as Director under section 164 of the Act and are independent from the Management.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors state that:-

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors 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 as at 31^st March 2026 and of the Profit of the Company for the year ended 31^st March 2026.

(c) The Directors have 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 have prepared the annual accounts on a going concern basis and

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE:

The Company continues to remain committed to upholding highest standards of Corporate Governance. A report on Corporate Governance alongwith certificate from Statutory Auditor of the Company confirming compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed with this report. A declaration from CEO and CFO of the Company as per regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of this report.

LISTING WITH STOCK EXCHANGE:

The equity shares of the Company continue to be listed on BSE Limited.

NOMINATION AND REMUNERATION POLICY:

The Nomination & Remuneration policy is framed for selection of qualified individuals to be appointed as Directors, KMPs and Senior Management Personnel with remuneration framework. The policy is hosted on Companys website at www.bdhind.com.

RISK MANAGEMENT POLICY:

The Risk Management Policy is framed to identify internal and external risks across operational and functional areas, monitor implementation of procedures to minimize impact of the risks and periodically review / evaluate to ensure that risk control and risk mitigation is exercised effectively on regular basis.

RELATED PARTY TRANSACTIONS:

All related party transactions during the year were at arms length basis and in ordinary course of business. The Audit Committee provided omnibus approval for transactions and reviewed on quarterly basis. There were no materially significant related party transactions during the year. The related parties transactions are disclosed in notes to the financial statements and in Form AOC-2 at Annexure V to this report. The Companys policy on Related Party Transactions is hosted on its website at www.bdhind.com.

VIGIL MECHANISM:

There is a Whistle Blower Policy that enables stakeholders, employees and Directors to report genuine concerns related to unethical practices and fraud. No personnel have been denied access to the Chairman of the Audit Committee. The mechanism ensures complete confidentiality and protection against retaliation. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is hosted on the website of Company at www.bdhind.com. During the year no complaint was received by the Company under the vigil mechanism.

ANNUAL EVALUATION:

The performance evaluation of the Board and its Committees, Directors and Chairperson was carried out as per the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Independent Directors at their separate meeting held on 11^th February 2026 evaluated the performance of the Non-Independent Directors, the Board as a whole and the performance of Chairperson. This exercise was carried out through a structured questionnaire. The key criteria for performance evaluation of the Board & its Committees were structure, composition and quality, frequency of meetings, agenda and meeting practices, openness of discussions and contribution to the decisions. The performance evaluation of the Directors was carried out on parameters of participation, deployment of knowledge and expertise, expressing views on various issues placed in meeting, independence of judgement and apprised on current developments in industry. The performance of the Chairperson was reviewed taking into account the views of the executive directors and evaluated on parameters such as leadership, encouragement for objective discussion, direction, independence of judgement, engagement, contribution and safeguarding interests of the stakeholders.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Your Company does not have any subsidiaries, associate companies and joint ventures.

INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial control system that is commensurate with the scale and nature of operations. These controls are structured to reasonable assurance with respect to operational efficiency and effectiveness, prevention and timely detection of errors, safeguarding of assets, adherence to statutory and regulatory requirements, accuracy and reliability of accounting records and timely financial reporting. The internal audit function provides independent and objective assurance on adequacy and effectiveness of these controls. The internal audit is carried out through an independent audit firm and the audit report is presented to the Audit Committee for its review on quarterly basis.

FIXED DEPOSIT :

During the year the Company has not invited / accepted any deposits from public under section 73 and 74 of the Companies Act, 2013 and as such no amount was outstanding as on 31^st March 2026.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not made any loans to any third party as envisaged under section 186 of the Companies Act 2013. The Company has not given any guarantee other than bank guarantee in the normal course of business to meet the contractual obligations. The Board of Directors have authorized the Company to invest the surplus in deposits with Banks.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there have been no significant and material orders passed by any regulators / courts / tribunals that could impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 particulars of energy conservation, technology absorption and foreign exchange earnings and outgo are appended hereto as Annexure IV and forms part of the Annual Report.

INSURANCE :

The properties and assets of your Company are adequately insured.

INDUSTRIAL RELATIONS :

The Company has continued to maintain cordial and harmonious relations with all its employees.

RESEARCH & DEVELOPMENT CENTRE :

The Company has its R&D Centre at Mumbai approved by Department of Science and Industrial Research (DSIR), Ministry of Science & Technology, Government of India. The R&D function plays a critical role in developing new products aligned with consumer trends, enhancing manufacturing efficiencies and improving existing product formulations. The Company is committed to invest in R&D for long term sustainability and consistent growth with focus on development of complex and novel drug delivery systems, new dosage forms, improvement in processes and yield, cost reduction etc.

ENVIRONMENT, HEALTH & SAFETY:

The Company continues to be committed to environment protection and industrial safety. Our manufacturing facility has been accredited with WHO-GMP Certificate, ISO 9001:2015 certification from SGS United Kingdom Limited and continued compliance with applicable environment regulations of Maharashtra Pollution Control Board. The Company remains committed to health, safety and well-being of its employees. All employees are required to undergo medical surveillance, including pre-employment and annual health checkup for detection of health risks. There is a comprehensive healthcare coverage for the employees through a group mediclaim insurance policy and a group personnel accident insurance policy. Our manufacturing facility has adequate first aid points, safety toolbox, firefighting systems, SOPs in case of emergencies including evacuations and disaster management exercises, CCTV camera surveillance systems, safety precautions and signage in text and pictures for safety of employees. Training sessions on first aid, emergency response and fire safety are conducted to maintain a safe work environment.

PROJECTS:

a) The Company has 2 windturbine generators with capacity of 0.8MW each at Jaisalmer in Rajasthan. The electricity generated by them is sold on Indian Energy Exchange (IEX). During FY 2025-2026 windmills generated 18,01,980kw of electrical energy with revenue of Rs.86.15 lakhs as against generation of 18,52,250kw of electrical energy with revenue of Rs. 103.86 lakhs in FY 2024 - 25.

b) The Company has leased the warehouse at MIDC Kudal with effect from 1^st March 2026.

CORPORATE SOCIAL RESPONSIBILITY :

The Company continued its CSR initiatives with focus on promotion of education, enhancing vocational skills and training to the specially-abled children, supporting research and other areas as prescribed under Schedule VII of the Companies Act 2013. The CSR activities were carried through eligible charitable trusts, sponsoring a research project for translating lab-ideas into market ready products, providing educational aids to schools etc. The CSR Policy outlines your Companys approach to CSR focusing on areas where it can make a difference and have an impact. The CSR policy is hosted on the website of the Company at www.bdhind.com. A report on CSR is in Annexure I of this report.

ANNUAL RETURN:

The Annual Return of the Company as on 31^st March 2026 is placed on its website at www.bdhind.com and its weblink is https://bdhind.com/investors/documents/MGT%207%202025-2026%20Website.pdf

TRANSFER OF UNCLAIMED DIVIDEND AMOUNT AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The Company transfers unclaimed dividends for a consecutive period of 7 years to the Investor Education and Protection Fund along with shares in respect of such dividend which have not been claimed for 7 consecutive years to the demat account of the IEPF Authority. The Company sends reminder letters to shareholders to claim their dividends before transferring the same to IEPF Authority. Notices are published in newspapers, uploaded on BSE website and the details of unclaimed dividend of shareholders whose shares are liable to be transferred to the IEPF Authority are uploaded on the Companys website at www.bdhind.com

The details of unclaimed dividend & shares transferred to IEPF during FY 2025-26 within the prescribed time are as follows :-

Financial Year	Amount of unclaimed dividend transferred	Number of shares transferred
2017-18	Rs. 10,51,450/-	3015

The Company uploaded the details of above mentioned shares on the website www.mca.gov.in. The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares. The dividend on such shares shall be credited to the account of IEPF Authority. Members may note that the shares and dividend transferred to IEPF Authority can be claimed by filing application in web form no. IEPF 5 on www.mca.gov.in. The Company Secretary is the Nodal Officer under the provisions of IEPF.

Members are requested to correspond with RTA - MUFG Intime India Private Limited to claim their dividend before the due dates as per schedule given below :-

Financial Year	Date of Declaration	Due date for transfer to IEPF
2018-19	18/09/2019	24/10/2026
2019-20	27/08/2020	30/09/2027
2020-21	25/08/2021	30/09/2028
2021-22	24/08/2022	29/09/2029
2022-23	09/08/2023	14/09/2030
2023-24	09/08/2024	13/09/2031
2024-25	08/08/2025	13/10/2032

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided separately and forms part of this Annual Report.

AUDITORS AND AUDITORS REPORT:

STATUTORY AUDIT:

M/s. CLB & Associates, Chartered Accountants (Firm Registration No. 124305W) are the Statutory Auditors of the Company for a period of 5 years till the conclusion of the Companys 37^th Annual General Meeting. The auditors report on the financial statements for the year ended 31^st March 2026 read with the notes to accounts are selfexplanatory. There are no qualifications, reservations or adverse remarks made by the Auditors.

SECRETARIAL AUDIT:

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s JHR & Associates, Company Secretaries were appointed as Secretarial Auditors of the Company for a period of 5 years from 1^st April 2025 till 31^st March 2030. Their report for FY 2025-26 is enclosed as Annexure II which does not contain any qualifications, reservations or adverse remarks. Further in compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Annual Secretarial Compliance report for the year ended on 31^st March 2026 issued by the Secretarial Auditor was submitted to stock exchange within prescribed time which did not contain any qualifications, reservations or adverse remarks. Your Company has complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India.

COST AUDIT:

The cost audit report for year ended on 31^st March 2025 issued by M/s. Krishna & Associates, Cost Accountants was filed with Ministry of Corporate Affairs within prescribed time and it did not contain any qualifications, reservations or adverse remarks. The cost audit report for year ended 31^st March 2026 will be filed with Ministry of Corporate Affairs within prescribed time. Pursuant to the provisions of section 148 of the Companies Act 2013 and Companies (Audit and Auditors) Rules 2014, M/s. Krishna & Associates, Cost Accountants (Firm Registration No. 100939) were appointed as cost auditors to conduct the audit of the cost records of the Company for the FY 2026-27 by the Board of Directors of the Company on the recommendation of the Audit Committee and the members ratification for their remuneration through ordinary resolution forms part of the 36^th AGM Notice.

DETAILS OF REMUNERATION:

As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended the required details are given below:

a. Directors	Ratio to Median Remuneration	% increase in remuneration / decrease in remuneration
Ms. Jayashree Nair	37.97:1	9%
Mr. S. C. Kachhara	37.97:1	9%
Ms. Karthika Nair	0.24:1	NIL
Mr. Prabhakar Dalal	0.37 :1	NIL
Dr. Mitul Patel	0.27 : 1	NIL
Mr. Suresh Chandra Kookada	0.41 : 1	NIL

b. The increase in remuneration of Ms. Jayashree Nair, Managing Director and Mr. S.C. Kachhara, Managing Director and Chief Financial Officer is 9% and percentage increase in remuneration of Ms. Nikita Phatak, Company Secretary is 7.5%

c. The median remuneration of employees increased by 11% in the financial year.

d. There are 95 employees on the rolls of the Company.

e. The average percentile increase in salaries of employees other than managerial personnel is 3% and the increase in remuneration of Ms. Jayashree Nair, Managing Director and Mr. S.C. Kachhara, Managing Director and Chief Financial Officer is 9% and percentage increase in remuneration of Ms. Nikita Phatak, Company Secretary is 7.5%.

f. We affirm that the remuneration paid is as per Remuneration Policy of the Company.

g. There are no employees drawing remuneration in excess of limit prescribed under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended.

GENERAL:

The Company continues to provide a safe, inclusive and respectful working environment to all employees. The Company has an internal complaints committee to address the complaints for sexual harassment. During the FY 2025-26 the number of complaints received were nil, number of complaints disposed off were nil and number of cases pending for more than 90 days were nil. The Company has complied with the provisions of the Maternity Benefit Act 1961 during the year.

APPRECIATION:

Your Directors place on record sincere appreciation of the contribution made by the employees. The Directors also express their gratitude to the shareholders for the confidence and faith they continued to repose in the Company. Your Directors take this opportunity to thank all government and regulatory authorities, banks, suppliers, business associates and customers for their continued support and guidance.

FOR AND ON BEHALF OF THE BOARD
	Jayashree Nair
Mumbai, 21st May 2026	Chairperson & Managing Director
Registered Office : Nair Baug, Akurli Road, Kandivli (East), Mumbai 400101
Tel. No. :022-61551234
• Email - investors@bdhind.com
Website : www.bdhind.com
• CIN L24100MH1990PLC059299