Bemco Hydraulics Ltd Directors Report

To the Members,

The Directors have pleasure in presenting their 66^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^5tMarch, 2024 incorporating therein the consolidated financial statement covering the activities of its subsidiaries PEGASYS MACHINES PRIVATE LIMITED and BEMCO FLUIDTECHNIK LLP.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

[Read with Section 134 of the Companies Act 2013 and Rule 5 (i) of Cos (Accounts) Rules, 2014]

The financial statement for the year ended 31st March, 2024 of the company and its subsidiary are prepared with comparative data, in compliance with Ind AS.

fRs. in lakhs)

	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue From Operations	7135.12	4605.25	8449.84	4843.63
Other Income	100.67	50.34	107.27	46.09
Total Income	7235.79	4655.59	8557.11	4889.72
Profit /(loss) before exceptional items & tax	991.63	540.83	1182.81	463.04
Exceptional Items	-	-	-	-
Profit/floss) before tax	991.63	540.83	1182.81	463.04
Tax Expense/fCredif) net	288.38	73.65	388.66	73.65
Profit / (Loss) for the period from continuing operations	703.25	467.18	794.15	389.39
Other Comprehensive Income	(0.32)	3.78	(0.32)	3.78
Total Comprehensive Income/ (loss) for the period	702.93	470.96	793.83	393.17

Standalone

The company has achieved turnover of Rs. 7235.79/-Lakhs as against Rs. 4655.59/-Lakhs for the previous year. The Total comprehensive income for the year works out to Rs. 702.93/-Lakhs as against Rs. 470.96/-Lakhsof the previous year.

Consolidated

During the year the Company has acquired 100% equity in Pegasys Machines Private Limited through executing Share Purchase agreement on 09^th February, 2024, by acquiring the control and business of said company for a cash consideration of Rs.1945/- lakhs. The consolidated statement of Bemco Hydraulics Limited with Pegasys Machines Private Limited and Bemco Fluidtechnik LLP is reproduced in brief. The consolidated turnover was Rs.8557.ll/- Lakhs as agairrst Rs. 4889.72/- Lakhs for the previous year. The consolidated Total comprehensive profit for the year is of Rs.793.83/- Lakhs as against. 393.17/- lakhs for the previous year.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

Subsequent to the date of Financial Statements (i.e. after 31^st March 2024), no significant event has occurred.

3. CHANGE IN THE NATURE OF BUSINESS:

During the year under operation there was no change in the nature of business.

4. SHARE CAPITAL

The Equity Share capital of the company is Rs. 2,19,33,500/-. The preference share capital is Rs. 3,00,00,000/- and the present total paid up capital of the company amounts to Rs.5,19,33,500/-.

5. ANNUAL RETURN:

The annual return e- form MGT-7 for the financial year 2023-24 is available on the website www.bemcohydraulics.net.

6. DIVIDEND:

Equity Shares:

In the Board of Directors meeting held on 30^th May, 2024, the Board recommended a dividend at the rate of Rs. 2/-(two) on 21,86,700 equity share of Re.10/- each, w3hch, if approved at the forthcoming 66th annual general meeting, would be paid out of provision for dividend amounting to Rs. 43,73,400/-. The record date for the same is fixed on Monday, 22/07/2024.

PREFERENCE SHARES:

The Board wishes to explain that the dividend on 300000preference shares were in arrears for the financial year 2023-24,the Company has paid the 11% cumulative dividend on 300000 preference shares for the financial year 2023-24 which amounts to an outflow of Rs.33,00,000/-, after taking approval of the Board of directors in the meeting held on 30^th May, 2024, and further shall confirm the same in the forthcominsOO* Annual General meeting.

F. Y. ended on	No. of Preference Shares	Amount of Dividend in Rs.
31st March 2022	3,00,000	1,65,18,734/-
31st March 2023	3,00,000	33,29,445/-
31st March 2024	3,00,000	33,41,344/-

These preference shares are held by the promoters themselves as borne out by the list of preference share holders as under:

1. MOHTA CAPITAL PRIVATE LIMITED

2. SRI RAMACHANDRA ENTERPR1SESPRIVATE LIMITED

As Dividend is paid on 3,00,000 preference shares for F. Y., 2023-24, the Preference Share holders would not get voting rights on par with equity share holders, in terms of the provisions of Section 47 of the Companies Act 2013 on and after in the forthcoming AGM.

7. DIRECTORS AND KEY MANANGERIAL PERSONNEL :

Mr. RM Shah (DIN: 00068653), Mr. Dilip Chandak (DIN: 00644673) and Mr. N K Daga (DIN: 00142170), the independent non executive directors of the Company resigned from their respective offices on 31st March 2024 upon termination of their two terms of five year each as independent directors of the Company.

Mr. Parag Ram Bhandare (DIN:00695347)and Mr. Raghunandan Satish Kulkarni (DIN:05232463) were appointed as additional director (Independent Non Executive Director) of the Company in meeting held on 09^th February, 2024 for the period of 5 years effective from 01^st April, 2024 and who hold office till the commencement of the forthcoming Annual General Meeting of the Company and subject to their election by the members in the forthcoming annual general meeting.

Mr. Hrushikesh Malu (DIN: 10626929) was appointed as an additional director (Independent Non Executive Director) of the Company in the Board of Directors meeting held on 30^th May, 2024 for the period of 5 years effective from 30^th May, 2024 and who holds office till the commencement of the forthcoming Annual General Meeting and subject to his election by the members in the forthcoming annual general meeting.

Thus, the composition of Board of Directors of the Company as on date is as under:

DIRECTORS

1. MRS. URMILA DEVI MOHTA	- Chairperson - Non Executive
2. MR. ANIRUDH MOHTA	- Managing Director - Executive
3. MR. V1JAY KUMAR MOHTA	- Director - Non Executive
4. MR.PARAG RAM BHANDARE	- Director - Independent Non- Executive
5* _MR. RAGHUNANDAN SATISH KULKARNI	- Director - Independent Non- Executive
6.” "MR. HRUSHIKESH MALU	- Director - Independent Non- Executive

KEY MANAGERIAL PERSONNEL - KMP

1. MR. ANIRUDH MOHTA - Managing Director

2. MR. VIJAY SAMBREKAR - Chief Finance Officer

3. MS. AMRUTA A. TARALE - Company Secretary

8. COMPOSITION OF COMMITTEES:

a. AUDIT COMMITTEE
Chairman:	Mr. Parag Bhandare- Independent Director
Other Members:	Mr. Raghunandan Kulkarni - Independent Director
	Mr. Hrushikesh Malu- Independent Director
	Mr. Anirudh Mohta - Managing Director

b. NOMINATION AND REMUNERATION COMMITTEE

Chairman:	Mr. Parag Bhandare- Independent Director
Other Members:	Mr. Raghunandan Kulkarni - Independent Director
	Mr. Hrushikesh Malu- Independent Director
	Mrs. Urmiladevi Mohta - Non Executive Director

C. STAKE HOLDERS RELATIONSHIP COMMITTEE

Chairman:	Mr. Hrushikesh Malu - Independent Director
Other Members:	Mr. Anirudh Mohta - Managing Director
	Mrs. Urmila Devi Mohta - Non Executive Director
	Mr. Parag Bhandare - Independent Director

d. COMMITTEE FOR PREVENTION OF SEXUAL HARRSSMENT OF WOMAN AT WORKPLACE/ INTERNAL COMPLAINTS COMMITTEE

Chairman;	Mr. S M Naik- Company Employee
Other Members:	Ms. Amruta Tarale- Member
	Ms. Kirti Ramchandra Devale - Member
	Mr. Rajshekhar lakkashettl- Member
	Mr. Arvind Palkar- Member

9, STATUTORY DISCLOSURE UNDER COMPANIES ACT, 2013 (PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014.

	ANNEXURE	PAGE NO
a. Number of meetings of the board	ANNEXURE-1	16
b. a. Directors responsibility Statement b. details in respect of fraud reported by auditors under sub section (12) of section 143other than those which are reportable to the central government	ANNEXURE-1	16
c. A statement on declaration given by independent directors under subsection (6) of section 149.	ANNEXURE- II	17
d. Companies policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters provided under sub- section (3) of section 178 Ratio of remuneration to each directors	ANNEXURE- II	17
e? Qualification and remarks	ANNEXURE-III	19
f. Particulars of loan, guarantees or investment under section 186.	ANNEXURE- III	19
g- Particulars of Subsidiary Company AOC-1	ANNEXURE- IV	22
h. Particulars of contracts or arrangement with related parties referred to in Sub-section 1 of section 188- AOC-2	ANNEXURE-V	24
L The conservation of energy technology absorption, foreign exchange earnings and outgo.	ANNEXURE- VI	26
N A statement indicating development and implementation of a risk management Policy for the company including identification therein of elements of risk, if any which in the opinion of the board may threaten the existence of the company.	ANNEXURE-VII	28
k. The details of the policy developed and implemented by the company on corporate social responsibilities taken during the year.	ANNEXURE-VII	28
i. A statement indicating the manner in which formal annual evaluation has been made by the board of its own performance and that of its committees and individual directors.	ANNEXURE-VII	28
m. Report Corporate Social Responsibilities Activities	ANNEXURE-VIII	30
n. The state of the companies affairs Material changes and commitments if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the Company.	MANAGEMENT DISCUSSION AND ANALYSIS REPORT	35

10. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013,

At Bemco. all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, color, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Bemco every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Bemco. The Direct Touch (Whistle-Blower & Protection Policy).

Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place Prevention of Sexual Harassment Policy. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal ) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. There were no complaints before the ICC during the financial year 2023-24 as borne out by following table.

11. STATUTORY AUDITOR

The members at the 64^th Annual General meeting of the company held on July 29^th, 2022 had appointed /s A C Bhuteria & Co, a firm of Chartered Accountants (Firm Registration number 303105E) as the statutory auditors of the Company to hold office for a period of five consecutive years i.e. from the conclusion of the said Annual General Meeting until the conclusion of 69^th Annual General Meeting of the Company to be held in 2027.

12. AUDIT REPORTS

The audit conducted by M/s A C Bhuteria & Co, a firm of Chartered Accountants (Firm Registration number 303105E) for financial year 2023-24 contains a qualification remark w.r.t Goods and service tax and the boards explanation for the same is mentioned in Annexure III. The Auditors Report is enclosed with the financial statements in this Annual Report and it is self explanatory.

13. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company in the board meeting held on 26^thMay, 2023 had appointed/s SDR & ASSOCIATES, a Firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2024. The Secretarial Audit Report issued in this regard is enclosed to this Report.

14. INTERNAL AUDIT:

In the Board of Directors meeting held on 26^th May, 2023M/S Latkan & Associates were appointed to undertake internal audit of the Company for the financial year ending 31^st March, 2024, as required under section 138 read with rule 13 of companies (Accounts) Rules, 2014. The internal audit report given by the auditor for the financial year 2023-24 does not contain any qualification remark.

15. DISCLOSURE ABOUT COST AUDIT

In pursuance of Section 148 of Companies Act 2013 read with Rule 5(1) of Companies (Cost Record and Audit) Amendment Rules 2014. Mr Umesh Kini, Cost Accountant was appointed to carry out cost compliance certification for the financial year 2023-24. The Company is not covered by Cost Audit, nonetheless, the company is maintaining Cost Records on routine basis and the Company obtains Cost Compliance report from a practicing Cost Accountant as a matter of good corporate practice and to instill cost consciousnesses at all level of operations.

16. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year under review were on an arms length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for them cannot be foreseen in advance. None of the transactions entered into with related parties falls under the scope of Section 188(1) of the Act. Details of transactions with related parties as required under Section 134(3) (h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules, 2014 are given in Annexure -V in Form AOC-2 and forms part of this Report. TheCpmpany has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board may be viewed on the Companys website at www.bemcohydraulics.net.

17. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 preparation of Corporate governance report is not applicable to our company for the financial year 2023-24 as it does not fall under the criteria laid down in regulation 25 of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 i.e. our companys paid up share capital is not exceeding Rupees ten crore and net worth is not exceeding Rupees twenty five crores as on the last date of previous financial year, i.e. 31. 3.2023 but as a good ethical practice BEMCO continues to follow corporate Governance practices.

18. VIGIL MECHANISM:

The Vigil Mechanism acts as an additional internal element of the Companys compliance and integrity policies.All employees, directors, vendors, suppliers, dealers and consultants, including auditors and advocates who are associated with BEMCO can raise concerns regarding malpractices and events which may negatively impact the company. Vigil Mechanism has been established under the supervision of the Chief financial Officer and the Company Secretary of the Company. The Audit Committee, and the company secretary reviews the working of the Vigil Mechanism from time to time and make suggestions, if needed. The Vigil protects the whistleblower against victimization for the disclosures made by him/her and ensures complete confidentiality of the whistleblowers identity and the information provided by him/her. The investigation is conducted honestly, neutrally and in an unbiased manner. The subject or other involved persons in relation with the protected disclosure are also given an opportunity to be heard. Strict disciplinary actions are taken against anyone who conceals or destroys evidences related to protected disclosures made under this mechanism.The company has adopted a policy on whistle blower and vigil mechanism where the policy also provides for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The policy on whistle blower and vigil mechanism is also uploaded on the companys website www.hemcohydraulics.net

19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

No regulatory authority has passed any orders having material impact on the Company.

20, DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

There are sound internal controls commensurate with nature and size of the Company that have been incorporated in the Policy to detect the financial discrepancies well in time. Key policies are defined, understood and enforced. Operating procedures are clearly defined; detailed and harmonized procedures are available across the organization. Several controls are preventive in nature and automated. All stakeholders are aware of their roles and responsibilities with respect to processes and controls. The culture of compliance with laid down guidelines and procedures is evident through the actions and behavior of individuals and teams. The Management Information System ensures that adequate and accurate information is available for reporting and decision making. The Audit committee also evaluates the operating effectiveness of Internal Financial Control systems.

Moreover:

Internal Audit is carried out at regular intervals by an Independent Chartered Accountant, who submits his report to the Audit Committee and Board Statutory Auditors carry out the verification of Books on every Quarter before submitting their Limited Review ReportBoard is prompt in maintaining the adequacy of Internal Financial Controls with reference to the Financial Statements

21. LISTING WITH STOCK EXCHANGE:

The company is listed in Bombay Stock Exchange and The Company has paid the Annual Listing Fees for the year 2024-25 to Bombay Stock Exchange where the Companys Shares are listed.

22. ANNUAL REPORT:

Securities and Exchange Board of India (SEBI) has issued circular no. SEBI/HO/CFD/CFD-PoD- 2/P/CIR/2023/167dated October 7, 2023regarding relaxation from compliance with certain provisions of the SEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, requirement of sending physical copies of annual report to shareholders are dispensed with for listed entities who conduct their AGM till December 31, 2024.

We request the shareholders to download the 66^th Annual Report which is uploaded on our website www.bemcohydraulics.net.

23. GO GREEN INITIATIVE

Members are requested to support the "Green Initiatives" by registering their Email address with the company, if not already done.

Those members who have changed their Email id are requested to register their new Email ID with the Company in case of the shares are held in physical form and with the depository participant where shares are held in demat mode.

Members hdlding in physical mode are also requested to register their email address with our Registrar and Transfer AgentRsdroit Corporate Services Pvt Ltd, 19/20, Jaferbhoy Industrial Estate,1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai-400059 or Email: info@adroitcorporate.com such registration of email address may also be made with the Company at its registered office as per the address mentioned above or at the email id isc@bemcohydraulics.net

24. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support¹ received from the Government, the Banks/ Financial Institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companys success. The Directors look forward to their continued support in future.