Bedmutha Industries Ltd Directors Report

To the Members of

BEDMUTHA INDUSTRIES LIMITED

The Board of Directors presents the Thirty Fifth (35^th) Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2025.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year ended on March 31, 2025 is summarized as under:

( in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Income from Operations	1,04,933.43	81,200.73	1,04,933.43	81,200.73
Add : Other Income	4,666.10	5,612.90	4,666.10	5,612.90
Profit before Interest, Depreciation and Taxes	8,020.09	8,240.20	8,020.09	8,240.20
Less : Finance Cost	3,589.85	3,544.50	3,589.85	3,544.50
Profit before Depreciation and Taxes	4,430.24	4,695.71	4,430.24	4,695.71
Less : Depreciation	1,950.21	2,669.09	1,950.21	2,669.09
Profit Before Taxes	2,480.02	2,026.61	2,480.02	2,026.61
Less : Provision for Current Taxation	-	-	-	-
Less: Provision for Deferred Taxation	-	-	-	-
Less: Taxes in respect of earlier years	-	-	-	-
Profit after Taxes	2,480.02	2,026.61	2,480.02	2,026.61
less: Minority Interest	-	-	-	-
Add: Share in Profit of Associates	-	-	2.08	67.85
Profit for the year	2,480.02	2,026.61	2,482.10	2,094.46
Earnings Per Share
(Face Value of 10/- each)
Basic ()	6.69	6.28	7.69	6.49
Diluted ()	6.69	6.28	7.69	6.49

2. SUMMARY OF OPERATIONS/STATE OF THE COMPANYS AFFAIRS:

During the financial year 2024-25, the Standalone, Income from operations of your Company increased by 29.23%, from 812.01 Crores to 1049.33 Crores. The Company has achieved a profitof 80.20 crores before interest, depreciation and taxes and a Profit of 24.80 Crores after taxes as compared to previous years 82.40 Crore and

20.26 Crores respectively.

During the financial year 2024-25, the Consolidated, Income from operations of your Company increased by

29.23%, from 812.01 Crores to 1,049.33 Crores. The Company has achieved profit of 80.20 crores before interest, depreciation and taxes and incurred profit of 24.82 Crores after taxes as compared to previous year.

3. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act, 2013 ("the Act") and IND AS-23 on Consolidated Financial Statements read with IND AS 28 on Investment in Associates, the audited consolidated financial statement is provided in the Annual Report. The summarized consolidated results are given alongside the financial results of your Company.

4. AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has transferred of 24.80 Crore to its reserves.

5. DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2024-25 to accumulate the profit and plough back for better operations in coming years.

6. BUSINESS REVIEW:

Sr No Particulars	2024-25 ( in lakhs)	2023-24 ( in lakhs)
1 Total Income	1,09,599.53	86.813.63
2 Profit after Tax	2,480.02	2,026.61

During the current financial year 2024-25, we remain committed towards maximum capacity utilization in both steel and copper segment and also embarking towards expansion under mega project-II sanctioned by government of Maharashtra.

As per sanctioned letter of mega project, your company needs to complete required investment under the project by March 2027. Your management has decided to implement the said project under two phases, the first phase of expansion under mega project is to under process and the second phase of expansion to be completed by March 2027.

Expansion plan is towards capacity addition to have more value added products rather than to deal in the turnover oriented business products in the industry.

Your Company is continuously striving for its green initiative mission, by adopting sustainable processes in operations for the reduction in the carbon footprint and secondly reduction in power and fuel cost.

7. CHANGES IN THE NATURE OF BUSINESS:

There has been no change(s) of business of the Company or in the nature of business carried on by the Company during the financial year under review.

8. SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs.34,56,53,840 consisting of 3,22,63,884 Equity shares of Rs.10/- each and 23,01,500, 1.00% Non-Convertible Cumulative Redeemable Preference Shares ("CRPS") of Rs.10/- each.

Further, the CRPS to be redeemed in 5 equal installments commencing from March 31, 2029 to March 31, 2033.

During the current financial year there was no change in the Capital structure of the Company. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued to employees or Directors of the Company under any scheme (including Sweat Equity Shares).

9. DEPOSITS:

During the year 2024-25, the Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in Annexure 1 forming part of the Annual Report.

11. PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-2 of the Boards Report.

12. MANAGERIAL REMUNERATION

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee.

The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors including criteria for determiningqualifications,positive attributes, independence of a director and other matters have been outlined in the Corporate Governance Report which forms part of this Report and Policy documents available on the website of your Company https://bedmutha.com/investor/ .

13. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

As on March 31, 2025 the Company did not have any subsidiary Company. The Company has one associate company named as "Ashoka Pre-Con Pvt. Ltd."

The Statement in form AOC-1 containing salient features of the financial statements of Companys associates is attached as Annexure-3 to the financial statements of the Company.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financialstatements and separate audited accounts in respect of the Associate Company has been placed on the website of the Company i.e.https://bedmutha.com/investor/ .

14. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no order has been passed by the regulators or courts or tribunals against the Company or any Directors, Key Managerial Personnel of the Company.

15. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financial year 2024-25 with related parties are in compliance with the applicable provisions of the Act, Rules issued thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Company had not entered into anymateriallysignificantrelated party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

All Related Party Transactions are placed before the Audit Committee, the Board of Directors and to the shareholders of the Company, wherever required, for their approval.

The policy on Related Party Transactions, as amended & approved, from time to time, by the Board may be accessed on the Companys website https://bedmutha.com/investor/ The particulars of contracts or arrangements entered into by the Company with related parties are appended in Annexure-4 to the Boards Report.

16. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance as stipulated under Regulation 27, 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the from the Auditors Annual Report as of the Company Annexure-5.Therequisitecertificate confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure- 5A.

17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL: Board of Directors:

As on March 31, 2025, the Company has 6 (Six) Directors consisting of 3 (Three) Non-executive Independent Directors, and 3 (Three) Executive Directors. The detailed compositions of the Board are mentioned to Corporate Governance Report.

Appointment:

The Board of Directors on the recommendation of Nomination and Remuneration Committee, had appointed Mr. Sanjaya Kandpal (DIN: 08055303) as an Additional Director (Independent) of the Company w.e.f. April 02, 2024. Further, the Shareholders of the Company through Postal Ballot has approved the appointment of Mr. Sanjaya Kandpal as an Independent (Non-Executive) Director of the Company on June 29, 2024.

The Board of Directors on the recommendation of Nomination and Remuneration Committee, had appointed Mrs. Tilottama Rajaram Deshpande (DIN: 10885203) as an Additional Director (Category: Non-Executive Independent, Sub Category: Woman Director) of the Company, w.e.f. December 27, 2024. Further, the shareholders of the Company through Postal Ballot has approved the appointment of Mrs. Tilottama Rajaram Deshpande as an Independent Director of the Company for the First (01^st) term of Five (5) consecutive years with effect from December 27, 2024 to December 26, 2029 (both days inclusive), not liable to retire by rotation, on March 21, 2025.

Cessation:

The 2^nd term of 5 consecutive years of Mr. Narayan Kadu (DIN: 02807124), Non-Executive Independent Director of the Company was completed on March 31, 2024, thereby Mr. Narayan Kadu ceased to be Director of the Company w.e.f. March 31, 2024.

Ms. Vandana P. Sonwaney (DIN:06955363), had completed her second term tenure of Five consecutive years as Non-Executive Independent Director of the Company, at the business closing hours on December 29, 2024. The Board of Directors and the Management of the Company express their appreciation and gratitude to Ms. Vandana P. Sonwaney for her extensive contributions and providing invaluable guidance, support and advice, from time to time, in the capacity of an Independent Director of the Board and Committee(s) thereof.

Director liable to retire by rotation seeking re-appointment

Mr. Kachardas R. Bedmutha (DIN: 00715619), Whole-time Director designated as Chairman of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualificationof Directors) Rules, 2014 and the Articles of Association of the Company and being eligible, offered himself for re-appointment. Your Directors recommend his re-appointment. The brief resume of the Director(s) seeking appointment or re-appointment and other related information under Regulation 36 of the SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 (SS-2) has been provided in the Notice convening 35^thAnnual General Meeting.

Appointment & Cessation of Key- Management Personnel

Mr. Ajay Topale -Company Secretary and Compliance officer, the Key Managerial Personnel of your Company was sadly & untimely demised on 26^thJuly 2024. He has contributed immensely in corporate governance of your Company. Your board has expressed deep and heartfelt condolences to his family and friends, and placed on record the appreciation for his services to the Company.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee has appointed

Mr. Madhvendra Pratap Singh (ACS-60444), a qualified member of Institute of Company Secretaries of India, as the Company Secretary & Compliance Officer of the Company, designated as Key Managerial Personnel

("KMP") with effect from October 25, 2024.

Key Managerial Personnel

As on March 31, 2025, Mr. Kachardas Bedmutha, Chairman and Executive Director, Mr. Vijay Vedmutha - Managing

Director, Mr. Ajay Vedmutha Managing Director & Chief Financial Officer, Mr. Madhvendra Pratap Singh, Company Secretary & Compliance Officer; and Mrs. Vinita Ajay Vedmutha - Chief Executive Officerare the Key Managerial

Personnel (KMP) of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the company for delivering higher growth and higher values. Further, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and they have registered their names in the Independent Directors Databank.

In the Opinion of the Board, all the independent directors fulfills the criteria of the independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

19. ANNUAL EVALUATION OF BOARDS PERFORMANCE:

According to Regulations 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors is required to be held to evaluate the performance of the Non-Independent Directors. Accordingly, a meeting of Independent Directors was held on March 20, 2025 and the

Independent Directors in its meeting has;

(a) reviewed the performance of non-independent directors and the board of directors as a whole;

(b) reviewed the performance of the chairperson of the listed entity, taking into account the views of executive directors and non-executive directors; (c) assessed the quality, quantity and timeliness of flow of information between the management of the Company and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties, which they found satisfactorily and in proper place.

Further, Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the members of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee & other Committees.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the performance evaluation matrix/criteria approved by the Nomination and Remuneration Committee, such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the respective committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman performance was also evaluated on the key aspects of his role & responsibilities. Further, the manner, in which the evaluation is carried out, has been explained in the Corporate Governance Report.

20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. To familiarize the new Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Key Managerial Personnel/Senior Managerial Personnel make presentations to the new Independent Director about the companys applicable policies, strategy, operations, product and service and offerings, markets, organization structure, human resources, technology quality, facilities and risk management.

Further, the Senior Management makes presentations periodically during meetings/seminars to familiarize the Independent Directors with the strategic, operational, statutory & regulatory changes applicable to the Organization. The details of the familiarization program of the independent directors are available on the website of the Company https://bedmutha.com/investor/.

21. NUMBER OF BOARD MEETINGS:

The meeting of the Board of Directors was held 5 (Five) times during the Financial Year 2024-25 and the intervening gap between two succeeding meetings was not more than 120 days. Your Company has complied with the provisions of Chapter XII – Meetings of Board and its Powers, of the Companies Act, 2013 with respect to meetings of the Board. The details regarding the Board meetings and the attendance of the Directors present in such meetings are provided in the Corporate Governance report.

22. BOARD COMMITTEES OF THE COMPANY:

Brief details of the Committees along with their composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report. i. Audit Committee:

The Board of Directors has re-constituted the Audit Committee in compliance with Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which consists of the following members viz.:

Name of Member	Designation	Category
Mr. Shreekrishna Marathe	Chairman	Independent Director
Mrs. Vandana Sonwaney1	Member	Independent Director
Mr. Vijay Vedmutha	Member	Executive Director (Managing Director)
Mr. Sanjaya Kandpal 2	Member	Independent Director
Mrs. Tilottama Rajaram Deshpande3	Member	Independent Director

*Note: 1. Mrs. Vandana Sonwaney (DIN: 06955363), retired as Non-Executive Independent Director of the Company, since she had completed her 2^nd term tenure of five consecutive years at the business closing hours on

December 29, 2024. She was also member of the committee till December 29, 2024.

2. Mr. Sanjaya Kandpal (DIN:08055303), was appointed as Non-Executive Independent Director of the Company w.e.f. April 02, 2024 and further appointed as a Member of the Audit Committee w.e.f. May 28, 2024.

3. Mrs. Tilottama Rajaram Deshpande (DIN: 10885203) was appointed as a Member of the Audit Committee, w.e.f. December 27, 2024.

The details regarding Composition, meetings and attendance of the members have been mentioned in the Corporate Governance Report.

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company. ii. Nomination and Remuneration Committee:

During the year under review the Board of Directors has re-constituted the Nomination and Remuneration Committee in accordance with the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which comprises of the following members viz.:

Name of Member	Designation	Category
Mr. Shreekrishna Marathe	Chairman	Independent Director
Mrs. Vandana Sonwaney*	Member	Independent Director
Mr. Narayan Kadu*	Member	Independent Director
Mr. Sanjaya Kandpal*	Member	Independent Director
Mrs. Tilottama Deshpande*	Member	Independent Director

*Note 1: Mr. Narayan Kadu (DIN: 02807124), ceased as Non-Executive Independent Director of the Company, as he completed his 2^nd term tenure on March 31, 2024. He was chairman of the committee till March 31, 2024. 2. Mr. Sanjaya Kandpal (DIN: 08055303), was appointed as a Member of the Committee w.e.f. April 02, 2024.

3. Mrs. Tilottama Rajaram Deshpande (DIN:10885203) was appointed as a Member of the Nomination and Remuneration Committee, w.e.f. December 27, 2024.

4. Mrs. Vandana Sonwaney (DIN: 06955363), retired as Non-Executive Independent Director of the Company, since she had completed her 2^nd term tenure of five consecutive years at the business closing hours on

December 29, 2024. She was member of the committee till December 29, 2024.

The details regarding composition, terms of reference, meeting and attendance of the members have been mentioned to the Corporate Governance Report. iii. Stakeholders Relationship Committee:

During the year under review the Board of Directors has re-constituted Stakeholders Relationship Committee in accordance of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which comprises of the following members. The details regarding Composition, terms of reference, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Name of Member	Designation	Category
Mr. Narayan Kadu*	Chairman	Independent Director
Mr. Sanjaya Kandpal*	Chairman	Independent Director
Mr. Vijay Vedmutha	Member	Executive Director
Mr. Ajay Vedmutha	Member	Executive Director

* Note 1: Mr. Narayan Kadu (DIN: 02807124), ceased as Non-Executive Independent Director of the Company, as he completed his 2^nd term on March 31, 2024. He was chairman of the committee till March 31, 2024.

2. Mr. Sanjaya Kandpal (DIN: 08055303), was appointed as a Member of the Chairman w.e.f. May 28, 2024. iv. Corporate Social Responsibility Committee (CSR):

As per Section 135 of the Companies Act, 2013, every Company having net worth of Rupees five hundred crore or more, or turnover of Rupees one thousand crore or more, or a net profit of Rupees five crore or more during any financial year shall constitute the CSR Committee.

The Company was required to spend Rs.47.45 Lakhs on CSR activities for FY2024-25. The Company had spent Rs.51 Lakhs during FY 2024-25. The Company has thus spent the entire amount required to be spent on CSR activities during FY2024-25.

The Annual Report on Corporate Social Responsibility for the financial year ended March 31, 2025 is set out

Annexure-6 to the Boards Report.

During the year under review CSR Committee has been reconstituted with following members.

Name of Member	Designation	Category
Mr. Narayan Kadu *	Member	Independent Director
Mr. Shreekrishna Marathe*	Chairman	Independent Director
Mr. Vijay Vedmutha	Member	Executive Director
Mr. Ajay Vedmutha	Member	Executive Director
Mr. Kachardas Bedmutha	Member	Executive Director

Note 1: Mr. Narayan Kadu (DIN:02807124), ceased as Non-Executive Independent Director of the Company, as he completed his 2^nd term on March 31, 2024. He was chairman of the committee till March 31, 2024.

2. Mr. Shreekrishna Marathe (DIN: 08691908), has been appointed as Chairman of the Company w.e.f. May 28, 2024.

23. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns about unethical practice. Any complainant can have direct access to the Chairman of the Audit Committee or Ethics Officer, via e-mail ID or through submission of physical copies of compliant. The Vigil Mechanism Policy of the Company is placed on Companys website i.e., https://bedmutha.com/investor/.

24. POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION:

The Company has adopted a policy titled as "Nomination & Remuneration Policy" which inter-alia includes Companys policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors

The Nomination & Remuneration Policy as approved by the Board is placed on the website of the Company https://bedmutha.com/investor/.

25. RISK MANAGEMENT POLICY:

The provisions of Regulation 21 of SEBI (LODR) Regulation, 2015 is not applicable to the Company, since company do not fall under top 1000 listed entities and therefore Risk Management Committee has not been constituted and Board oversees the complies of Risk Management.

The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on the Companys website. (https://bedmutha.com/investor/).

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Bedmutha Management System (BMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned in the Company wide Risk Management, Internal Control and Internal Audit methodologies and processes.

26. RISK & MITIGATION:

The Company has identifiedvarious risks faced by the Company from different areas. As required under Regulation

21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a risk management policy whereby a proper framework is set up.

Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Your Company has introduced several improvements such as Integrated Enterprise Risk Management, Internal Control Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and internal audit activities. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminated the risk of failure to achieve business objectives.

The Company had appointed M/s. Hiran Surana & Associates LLP., Chartered Accountants as an internal Auditor to have check on the adequacy of controls in the overall operations and functioning of various departments. The quarterly reports of the Internal Auditors are placed before the Audit committee. It is a key component which assists the management in discovering controls, weakness, regulatory violations, policy violation and operational inefficiencies.This self-discovery of issues provides the management an ability to take corrective action in order to maintain the safety, soundness, profitability and integrity.

As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS:

There are no loans, security or guarantees covered under section 186 of the Companies Act, 2013. The details of Investment covered under section 186 of the Companies Act, 2013 forming part of notes to Accounts.

29. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments made which may affect financial position of the Company between the end of financial year and date of report.

30. AUDITORS i. STATUTORY AUDITORS

In accordance with the provisions of Section 139 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. SIGMAC & Co., Chartered Accountants, Mumbai (Firm Registration No. 116351W) have been appointed as Statutory Auditors for the first term of 5 consecutive years commencing from the conclusion of the 32^ndAnnual General Meeting till the conclusion of the 37^th Annual General Meeting for the Financial Year 2026-27.

The Company had received a written consentand certificatestating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, shall be in accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder.

As required under Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, M/s. SIGMAC & Co., Chartered

Accountants, (Firm Registration No. 116351W) have also confirmed that theyhold certificateissued by valid the Peer Review Board of ICAI.

AUDITORS REPORT:

During the year under review, there were no frauds reported by the Auditors to the Audit Committee or to the Board under Section 143(12) of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks in the Auditors Report. ii. INTERNAL AUDITORS:

The Company has appointed M/s. Hiran Surana & Associates LLP, Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2024-25. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning, periodicity and methodology for conducting the internal audit. For the current Financial year 2025-26, the Board of Director on the recommendation of Audit Committee has re-appointed M/s. Hiran Surana & Associates LLP as Internal Auditors of the Company. iii. COST AUDITORS:

In accordance with the provisions of Section 148 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, your Company has to appoint cost auditors for conducting the audit of cost records of the applicable products of the Company for the financial year. Accordingly, during the year under review, your

Company has appointed M/s. Deodhar Joshi & Associates, Cost Accountants (Firm Registration No.: 002146) to conduct the cost audit of the Company for the Financial Year 2024-25.

For the current Financial year 2025-26, the Board of Director on the recommendation of Audit Committee has re-appointed M/s Deodhar Joshi & Associates, Cost Accountants (Firm Registration No.: 002146) to conduct the cost audit of the Company for the Financial Year 2025-26.

The ratification of the remuneration payable to the Cost Auditors shall be sought from shareholders in the ensuing Annual General Meeting and form part of notice convening the AGM. The Cost Audit Report of the

Company for the financial year ended 31 stMarch, 2024, was filed with the Ministry of Corporate Affairs. iv. COST RECORDS

The Company is maintaining the Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. v. SECRETARIAL AUDITORS:

In terms of Section 204 of the Act and the Rules made there under, M/s. Sharma and Trivedi LLP (LLPIN: AAW-

6850) had been re-appointed as the Secretarial Auditors of the Company for the financial year 2024-25.

Further, in compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on 23^rd May, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s. Sharma and Trivedi LLP (LLPIN:AAW-6850), a peer reviewed firm having Peer Review 5560/2024) as Secretarial Auditors of the Company for a term of five consecutive years Certificate commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sharma and Trivedi LLP, to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report for the year under review is annexed as "Annexure-7" to this report.

The Secretarial Audit Report does not contain any qualification, adverse observations/remarks, except the following which was also provided in the previous year Boards Report for the FY2023-24;

Secretarial Auditors observation(s)

The requirement under Regulation 17(1E) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, is to fill in the resulting vacancy on account of the cessation of the second term of Mr. Narayan Kadu (DIN:02807124), before the expiration of the term of office as an Independent Director of the Company on 31^st March, 2024, not later than the date of such office vacated. The said requirement has been complied on the appointment of Mr. Sanjaya Kandpal (DIN:08055303), as an Independent Director with effect from 02^nd April, 2024. Also, the requirement of the constitution of the Board of Directors of the Company with 50% of Independent Directors is not met with till the said appointment of the Independent Director on the 02^nd April, 2024.

Management Reply:

The company was in search of Candidate who can fill up the requisite expertise on the Board, and is registered in Independent Directors database as mandated by MCA. We tried to appoint a candidate before cessation of existing director. It is to be noted that the delay is of a 2 days.

31. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 (‘the Act) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return for FY2024-25 in Form MGT-7 is available on the website of the Company at https://bedmutha.com/investor/.

32. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company hereby state that: (i) In the preparation of the Annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation related to material departure(s), if any;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2025 and of the profit of the Company for the year ended on that date; (iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) The Directors have prepared the annual accounts on a ‘going concern basis; (v) The Directors of the Company had laid down internalfinancialcontrols to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(vi) 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.

33. CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. The Insider Trading Policy of the Company covering code of practices and procedure for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the website of the Company.

34. HUMAN RESOURCES:

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuring high levels of performance and maintaining growth during the year.

Further, the Directors wish to place on record their appreciation for the efficient and loyal services rendered by all staff and work force of the Company, without whose wholehearted effort, the satisfactory performance would not have been possible.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo mentioned under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure 8 to this report.

36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds, being dividends lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

37. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in accordance with the provisions of Section 118 of the Act.

38. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2024-25, no complaints were received regarding sexual harassment.

Constitution of POSH ICC Committee	Yes
The number of sexual harassment complaints received during the year	Nil
The number of such complaints disposed of during the year	Nil
The number of cases pending for a period exceeding ninety days	Nil

Further, the Company is conducting the awareness programs at regular interval of time.

39. MATERNITY BENEFITS COMPLIANCES:

During the year under review your company affirm the complies with the provisions of the Maternity Benefit Act,

1961.

40. OTHER MATERIAL INFORMATION:

During the year under review, there is no other material information to report.

41. GENERAL DISCLOSURE: i. During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) details relating to deposits covered under Chapter V of the Act;

(b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

(c) issue of shares (including sweat equity shares) to employees of the Company under any scheme, including

Employee Stock Options Schemes;

(d) raising of funds through preferential allotment or qualified institutions placement; the Regulators or (e) significant Courts or Tribunals which impact the going concern status and Companys operations in future;

(f) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016; (g) instance of one-time settlement with any bank or financial institution; (h) fraud reported by Statutory Auditors; and

(i) change of nature of business. ii. The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. iii. The details of the Committees of Board are provided in the Corporate Governance Report section of this Annual Report. iv. The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report. v. In accordance with the provisions of the Act and Listing Regulations read with relevant accounting standards, the consolidated audited financial statement forms part of this Annual Report. vi. As required under Section 134(3)(a) of the Act, the Annual Return is put up on the Companys website

42. CAUTIONARY STATEMENT

Statement in the Directors report and the Management Discussion and Analysis describing the companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in statement. Important factors that could influence the company operation include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical material and their cost, changes in government policies and tax laws, economic developments of the country and other factors which are material to the business operations of the company.

43. ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the contributions of Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates, auditors, consultants and the Companys valued customers for their assistance and co-operation and the esteemed shareholders for their continued trust and support. The Directors also wish to acknowledge members of Bedmutha Group at all levels for their spirit of commitment, dedication and support extended in challenging times.

For and on behalf of Board of Directors

BEDMUTHA INDUSTRIES LIMITED

 

Sd/-

Kachardas Bedmutha

Chairman

 

DIN: 00715619

Date: August 07, 2025

Place: Sinnar-Nashik