Bhadora Industries Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 13 th Annual Report along with the Audited Annual Accounts for the year ended March 31, 2026.

1. FINANCIAL REVIEW

Your Companys performance for the year ended March 31, 2026 is as follows

(Amount in Lakhs)

Year ended on March 31, 2026	Year ended on March 31, 2025
Gross Total Income	12,574.89	11,069.33
Total Expenditure	11,186.71	9,683.81
Profit / (Loss) before extraordinary item and tax	1,388.18	1,385.51
Extraordinary Item	2.45	-
Tax Expenses
- Current Tax	360.77	360.59
- Deferred Tax	16.68	7.92
- Earlier Year Tax	47.22	-
Profit after tax for the period	965.96	1,017.01
Earning per Equity shares:
-Basic	5.81	7.70
-Diluted	5.81	7.69

2. STATE OF AFFAIRS OF THE COMPANY

The Company is mainly engaged in the business of Cable Manufacturing.

During the year under review, the Company has put all its efforts in serving required products to all its customers on time. The turnover of the Company during the reporting period amounted to INR 12,493.38 Lakhs. The directors are thankful to all its suppliers, distributors for on time delivery of the products.

The Directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming financial years. The Directors express their gratitude towards the stakeholders for all the support that the Company has received from them and hope that the Company continues to receive the same support in the coming future. The directors take pleasure to announce that the turnover targets of the Company will continue to be achieved in the coming years as well.

3. REVIEW OF OPERATIONS

The Total Income during financial year 2025-26 is INR 125,74,89,000/- (Rupees One Hundred Twenty-Five

Crore Seventy-Four Lakhs Eighty-Nine Thousand only) as compared to INR 110,69,33,000/- (Rupees One Hundred Ten Crore Sixty-Nine Lakhs Thirty-Three Thousand only) in Financial Year 2024-25.

The Profit after tax for the year is INR 9,65,96,000/- (Rupees Nine Crore Sixty- Five Lakhs Ninety-Six Thousands only) as compared to Profit aftertax of INR 10,17,01,000/- (Rupees Ten Crore Seventeen Lakhs One Thousands only) in previous financial year 2024-25.

4. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year to which the provisions of the Companies (Acceptance of Deposits) Rules, 2014 applies.

5. INVESTOR RELATION

During the year, your Company continued to strengthen its Investor Relations, with a focus on fostering trust, transparency, and consistent engagement with the investor community, adhering to global best practices.

To strengthen the Investor Relations and conduct proper Investor and Analyst meet, the Company earlier

this year appointed and signed an agreement with M/s KYRO RELATIONS on December 13, 2025 as the Investor Relation Agency to foster the relationship and interactions between the Shareholders, Investors and the Analyst. Post the end of this year, the Company signed Engagement Letter with M/s ORIM Connect as its new Investor Relation Agency on June 17, 2026.

6. DIVIDEND

In order to strengthen the financial resource of the company, your directors do not recommend any dividend for the year ended March 31, 2026.

7. SHARE CAPITAL

During the year, there was change in the Share Capital of the Company.

The Authorized Share Capital of the company as on the financial year end date is INR 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of INR 10/- (Rupees Ten) each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company is increased from INR

13.20.00. 000/- (Rupees Thirteen Crore Twenty Lakh Only) divided into 1,32,00,000 (One Crore Thirty-Two Lakh Only (Equity Shares of INR 10/- each to INR

18.60.00. 000/- (Rupees Eighteen Crore Sixty Lakh Only) divided into 1,86,00,000 (One Crore Eighty Six Lakh Only ) Equity Shares of INR 10/-each.

s. No	Particulars	No. of shares issued and allotted	Date of Board Meeting for Allotment of Equity Shares
1.	Shares issued pursuant to Public Issue.	54,00,000 Equity shares issued and allotted of ? 10 each.	August 07, 2025

8. INITIAL PUBLIC OFFER (IPO) AND LISTING:-

Pursuantto Section 23 (1) of the Companies Act,

2013 and other provision under the said Act and rules made thereunder read with chapter IX of the securities and exchange board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEESI (ICDR) regulations), as amended in terms of rule 19(2)

(b) of the Securities Contracts (Regulation) Rules, 1957 had made Initial Public Offer aggregating to INR 5,562.00 Lakhs (Issue Size) and has issued and allotted 54,00,000 equity shares at a price of INR 103 /- per share (including Face Value of INR 10/- and Premium of INR. 93/-) through an Initial Public Offer.

Furthermore, the Equity Shares of our company were listed on National Stock Exchange of India Limited on its NSE Emerge Platform as Small, Medium Enterprise (SME) on Monday, August 11, 2025.

9. UTILIZATION OF IPO PROCEEDS

The proceeds raised through the Initial Public Offer (IPO) have been utilized by the Company in accordance with the objects of the Issue as stated in the Prospectus/RHP. The Company has utilized the IPO proceeds for the purposes for which they were raised and there has been no deviation or variation in the utilization of the proceeds from the objects stated in the Offer Document.

10. TRANSFER TO RESERVE

The Company has not transferred any amount to General Reserve under the head Reserves and Surplus for the financial year ended March 31, 2026 under the provisions of Companies Act, 2013 and Rules made there under.

11. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134 (3) (m) of the Companies Act 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed in Annexure A and forms part of the report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure B and is incorporated herein by reference and forms an integral part of this report.

14. DECLARATION BY INDEPENDENT DIRECTORS:-

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(6) of the Act and Regulations 16(1) (b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(l)(b) of the SEBI Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the

ANNUAL REPORT 2025-26

Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act read with rules made thereunder and have complied with the code for independent directors prescribed in schedule IV of the Act.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company firmly believes that well-informed Directors with a comprehensive understanding of the Companys business, industry dynamics, vision and mission are better equipped to provide meaningful insights and contribute effectively to the Boards decision-making process.

In furtherance of this objective and in compliance with the requirements of the Companies Act, 2013 and the Listing Regulations, the Company ensures that all Independent Directors are familiarized, from time to time, with their roles, rights and responsibilities, as well as with the nature of the industry in which the Company operates and its business model.

The Board members are provided with all necessary documents, reports, internal policies, and opportunities for site visits to facilitate a comprehensive understanding of the Companys operations, processes, and practices. Further, periodic presentations are made at the meetings of the Board and its Committees covering, inter alia, the Companys business and operational performance, industry developments, thereby enabling the Directors to stay updated and informed.

16. BOARD EVALUATION

Pursuant to section 178 of the Act, the Nomination and Remuneration Committee (NRC) and the Board has decided that the evaluation shall be carried out by the Board only and the NRC will only review its implementation and compliance.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations. The performance of Chairperson of the Board was reviewed by the Independent Directors taking into consideration the views of the executive directors.

The parameters considered were leadership ability, adherence to corporate governance practices etc. The Board evaluated its performance after seeking inputs from all the Directors on the basis of such criteria such as 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 committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are as provided by the Guidance note on Board evaluation issued by the Securities and Exchange Board of India.

Performance evaluation is carried out in the following manner.

• Evaluation of Independent Directors by the Board excluding the Independent Director being evaluated;

• Evaluation of the Chairman/Non-Independent Directors by the Independent Directors excluding the Director being evaluated;

• Evaluation of the Overall Board by the Independent Directors; and

• Evaluation of the Committees by the Board.

The Company recognizes that good corporate governance is a continuous exercise and requires everyone to raise their level of competency and capability to meet the expectations in managing the enterprise and its resources optimally with prudent ethical standards. Adherence to transparency, accountability, fairness and ethical standards are an integral part of the Companys function.

17. NON-APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

As per the provisions of Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01, 2017. As your Company is listed on NSE Emerge platform, it is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial Statements.

18. BOARD OF DIRECTORS AND KMP(s):-

Board of Directors: During the year there was NO change in the Composition of the Board of Directors of the Company.

s. No	Name of Director/KMP	Designation	DIN/PAN	Date of Appointment
1 .	Mr. Pradeep Bhadora	Director	02535818	17/05/2013
2.	Mr. Anil Bhadora	Director	05188400	17/05/2013
3.	*Mr. Shashank Bhadora	Managing Director	07493885	18/04/2024
4.	Mr. Manish Joshi	Director (Independent)	07762530	04/09/2024
5.	Ms. Radhika Tripathi	Director (Independent)	10558382	04/09/2024
6.	Mr. Rahul Verma	Director (Independent)	10751212	04/09/2024

*/n accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Shashank Bhadora (DIN:- 07493885), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as an Executive Director of the Company, liable to retire by rotation. The necessary resolution for the re-appointment of Mr. Shashank Bhadora, forms part of the AGM notice.

Key Managerial Personnel: Following are the KMPs of the Company and during the year, there were following change in the KMPs of the Company:

S. No	Name of Director/KMP	Designation	DIN/PAN	Date of Appointment
1.	**Mr. Kailash Mori	CFO	0327R	25/02/2026
2.	Mrs. Archana Khare	Company Secretary and Compliance Officer	550oe	04/09/2024

**During the year under review, pursuant to the resignation of Mr. Sagar Gunjal w.e.f January 04, 2026 from the office of Chief Financial Officer (CFO) and Key Managerial Personnel of the Company, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, appointed Mr. Kailash Mori as the Chief Financial Officer (CFO) and Key Managerial Personnel of the Company with effect from February 25, 2026.

Policies on Appointment and Remuneration

Your Company has adopted the following Policies:

(a) Policy on Code of Conduct for Directors and Senior Management;

(b) Criteria of Making Payment to Non-Executive Director;

(c) Policy on Board Diversity

(d) Policy for remuneration of the Directors, Key Managerial Personnel and other employees.

Policy (a), (b) & (c) mentioned above includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria laid down in the said Policy, Code of conduct for Directors and Senior Management, and Policy statement for making a payment framework within which the Management and the Senior Management draws the payment which is inline with the Companys growth perspective.

Policy (b) mentioned above sets out the approach to Compensation of Directors, Key Managerial Personnel and other employees in the Company.

Policies mentioned at a, b, c, & d above are uploaded on the Companys website and can be accessed at the Web-link: www.vidhutcables.com.

MEETINGS OF BOARD/COMMITTEE:-

I. BOARD MEETINGS

During the year 24 (Twenty-Four) Board Meetings were convened and held on following dates:

1. 14/04/2025	2. 30/04/2025	3. 23/05/2025
4. 10/06/2025	5. 04/07/2025	6. 14/07/2025
7. 19/07/2025	8. 21/07/2025	9. 28/07/2025
10. 29/07/2025	11. 31/07/2025	12. 01/08/2025
13. 06/08/2025	14. 07/08/2025	15. 07/08/2025
16. 11/08/2025	17. 05/09/2025	18. 14/10/2025
19. 14/11/2025	20. 06/12/2025	21. 26/12/2025
22. 29/01/2026	23. 25/02/2026	24. 18/03/2026

II. AUDIT COMMITTEE

The Committee as of March 31, 2026 comprised of three Directors viz. Mr. Pradeep Bhadora, Mr. Manish Joshi (Chairman of the Committee) and Mr. Rahul Verma. As on March 31, 2026 , all the Members of the Committee possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee.

The Board has accepted all recommendations of Audit Committee.

During the year under review, nine meetings of the Audit Committee were held in the year 2025-2026 on May 22, 2025, July 14, 2025, July 31, 2025, September 05, 2025, November 13, 2025, December 26, 2025, January 29, 2026, February 25, 2026 and March 18, 2026.

S. Name of Directors No	Meetings during the financial Year 2025-26
	Entitled to Attend	Attended
l.S Mr. Shashank Bhadora	24	24
2. Mr. Anil Bhadora	24	10
3. Mr. Pradeep Bhadora	24	24
4. Mr. Manish Joshi	24	13
5. Ms. Radhika Tripathi	24	12
6. Mr. Rahul Verma	24	11
GENERAL MEETINGS:
1. 30/09/2025	Annual general Meeting
2. 27/02/2026	Extra ordinary General Meeting

The attendance of the Audit Committee Members is as follows:

Name of the Member	Chairman/Member	No. of Meeting entitled to attend	Meeting Attended During 2025-2026
Mr. Manish Joshi	Chairman	9	9
Mr. Rahul Verma	Member	9	9
Mr. Pradeep Bhadora	Member	9	9

III. NOMINATION AND REMUNERATION COMMITTEE

The Committee as of March 31, 2026 comprised of three Directors viz. Mr. Manish Joshi (Chairman of the Committee), Ms. Radhika Tripathi and Mr. Rahul Verma. As on March 31, 2026 , all the Members of the Committee are Non- Executive Independent Directors. The Company Secretary of the Company is the Secretary of the Committee.

During the year under review, three meetings of the NRC Committee were held on September 05, 2025, January 29, 2026 and February 25, 2026.

The attendance of the NRC Committee Members is as follows:

Name of the Member	Chairman/Member	No. of Meeting entitled to attend	Meeting Attended During 2025-2026
Mr. Manish Joshi	Chairman	3	3
Mr. Rahul Verma	Member	3	3
Ms. Radhika Tripathi	Member	3	3

IV. STAKEHOLDER RELATIONSHIP COMMITTEE

The Committee as of March 31, 2026 comprised of three Directors viz. Mr. Shashank Bhadora, Mr. Manish Joshi (Chairman of the Committee) and Mr. Rahul Verma. The Company Secretary of the Company is the Secretary of the Committee.

The Board has accepted all recommendations of Stakeholder Relationship Committee.

During the year under review, the Stakeholder Relationship Committee has met once on March 18, 2026.

The attendance of the Stakeholder Relationship Committee Members is as follows:

Name of the Member	Chairman/Member	No. of Meeting entitled to attend	Meeting Attended During 2025-2026
Mr. Manish Joshi	Chairman	1	1
Mr. Rahul Verma	Member	1	1
Mr. Shashank Bhadora	Member	1	1

V. SEXUAL HARRASSMENT COMMITTEE

The Committee as of March 31, 2026 comprised of Four members viz. Ms. Archana Khare, Ms. Dipika Nagar, Ms. Sonali Sharma and Mr. Utkarsh Gupta.

During the year under review, the Sexual Harassment Committee has met once on March 18, 2026.

The attendance of the Sexual Harassment Committee Members is as follows:

Name of the Member	Presiding Office /	No. of Meeting	Meeting Attended
	Member	entitled to attend	During 2025-2026
Ms. Archana Khare	Presiding Office	1	1
Ms. Deepika Nagar	Member	1	1
Ms. Sonali Sharma	Member	1	1
Mr. Utkarsh Gupta	Member	1	1

VI. MEETING OF INDEPENDENT DIRECTOR

Your Company is firmly committed to upholding the highest standards of governance and places a strong emphasis on ensuring the independence and objectivity of the Board.

As required under Schedule IV of the Companies Act, 2013, the meeting of the Independent Directors is held without the attendance of Non-Independent Directors and members of management and are conducted to facilitate free and open discussion among the Independent Directors to, inter alia, discuss matters pertaining to the review of the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman of the Company (taking into account the views of other Executive and Non-Executive Directors); and assess the quality, quantity, and timeliness of the flow of information between the Companys management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

During the year under review, 1 Meeting of Independent Directors was held on March 18, 2026 and was well attended.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiary company or Joint Venture Company or Associate Company. Thus, Statement on performance of Subsidiary of Company as per Form AOC-1 is not applicable to the Company.

20. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 (Code) for prohibition of insider trading in the securities of the Company to curb the practice for dealing in the securities while having

Unpublished Price Sensitive Information (UPSI) by the Insiders of the Company. The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India (SEBI) with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015. Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015],

21. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:-

Pursuantto provisions of section 186 of the Companies Act, 2013, during the year, no loan or guarantee given by the Company and no investments in the securities of any company are made.

22. RELATED PARTIES TRANSACTIONS:-

The contract/arrangements entered into with the related parties for the year under review were in ordinary course of business and on arms length basis and there is no material transaction to be reported under Section 188 (1) of the Companies Act, 2013, hence disclosure in Form AOC-2 is not required.

During the year, the Company has not entered into any materially significant Related Party Transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming part of the notes to financial statements.

23. INTERNAL CONTROL SYSTEMS:-

Adequate internal controls, systems, and checks are in place, commensurate with the nature of the Companys business and size. The management exercises

financial control on the operations through a well- defined budget monitoring process and other standard operating procedures.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control in the Company, and compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the reports of Internal Auditors, the management undertakes appropriate corrective action in their respective areas.

24. STATUTORY AUDITORS:-

M/s. S.K. Khandelwal & Associates, Chartered Accountants, Firm Registration No. (002305C), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 10 th Annual General Meeting till the conclusion of the 15 th Annual General Meeting to be held in 2028.

In this regard, the company has obtained a written consent from the auditor to such appointment and also a certificate from them to the effect that their appointment, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable.

M/s S.K. Khandelwal & Associates, Chartered Accountants, Firm Registration No. (002305C), continued to hold the position of the Statutory Auditors of the company for the financial year 2026-27.

EXPLANATION/ COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:-

There were no qualification, adverse remarks or reservations made by the Auditors in their report.

AUDIT REPORTS:-

The Auditors Report and notes given therein by the auditors have been explained in the relevant notes to the financial statements for the period ended on March 31, 2026 which are self-explanatory and needs not require any further comments by the Board.

REPORTING AND FRAUD BY AUDITORS

During the year under review, the Statutory Auditors has not reported any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

25. SECRETARIAL AUDITORS:-

Pursuantto Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) read with provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is mandated that every listed entity and its material unlisted subsidiaries undertake a Secretarial Audit.

In alignment with the aforementioned regulatory framework including the amendments made by SEBI and the provisions of the Companies Act, 2013 regarding Secretarial Audit and appointment of Secretarial Auditor and as mentioned in the previous years Annual Report, the Board of Directors of your Company based on the recommendations of the Audit Committee at its Meeting held on September 05, 2025, approved and recommended to the Shareholders for their approval, the appointment of M/s. Deepak Patil & Co., a peer reviewed firm of Company Secretaries in whole time practice, as the Secretarial Auditor of the Company for a term of 5 consecutive years commencing from April 1, 2025 to March 31, 2030. Further, the Shareholders of the Company at the 12 th Annual General Meeting held on September 30, 2025, basis the recommendation of the Board of Directors, approved the aforementioned appointment of M/s. Deepak Patil & Co. as the Secretarial Auditor of the Company.

The Board recognizes the importance of maintaining an effective compliance framework and adhering to established standards of Corporate Governance. The firm shall provide professional inputs on the applicable regulatory requirements and all relevant laws, rules, and guidelines in accordance with the provisions governing Secretarial Audit.

Consequently, the Secretarial Auditors Report for fiscal 2026 issued by M/s. Deepak Patil & Co. does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors Report is enclosed as Annexure C to the Boards report, which forms part of this Integrated Annual Report.

26. INTERNAL AUDITOR:-

For FY 2025-26, the Board of Directors had appointed M/s Taiyeb Lukmanji & Co, Chartered Accountants (FRN: 031809C) as Internal Auditors of the Company. The Internal Auditors have been periodically reporting to the Audit Committee with regards to their audit process and key audit findings during the year.

Post the year end, M/s. Taiyeb Lukmanji & Co, Chartered Accountants (FRN: 031809C) has been appointed as the Internal Auditor of the company for the financial year 2025-26 in the Board Meeting duly held on September 01, 2026.

27. COST AUDITOR

For the financial year 2025-26, the Board of Directors had appointed M/s. Sohan Lai Jalan And Associates .Cost Accountants, (Firm Registration No. 000521), as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2025-26.

The Cost Auditors have conducted the audit of the cost records of the Company in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Cost Audit Report for the financial year ended March 31, 2026, as submitted by the Cost Auditors, together with the observations and notes contained therein, has been duly placed before and considered by the Board. The Report and the observations contained therein are self-explanatory and, accordingly, do not require any further comments from the Board.

Post the year end, M/s Sohan Lai Jalan And Associates, Cost Accountants (Firm Registration No. 000521) has been appointed as the Cost Auditor of the Company for the financial year 2026-27 at the Board Meeting duly held on September 01, 2026.

28. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub Section (3) of Section 92 of the Companies Act, 2013 read with Rules made thereunder the Annual Return as at March 31, 2026 can be accessed at Companys website on www.vidhutcables.com.

29. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement;

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis.

5. That 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.

30. STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE 2014 READ WITH

THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENTS RULES 2016

There is no employee during the period drawing remuneration attracting the provisions of Section 197 of the Companies Act, 2013 and the rules made thereunder, read with the Companies (Particulars of Employees) Rules, 1975. During the year, the total number of employees of the Company was 23 (Twenty- Three) only.

However, the remuneration payable to the Directors of the Company has been duly approved by the Members of the Company at the Extra-Ordinary General Meeting held on February 27, 2026, in accordance with the applicable provisions of the Companies Act, 2013.

Remuneration to Directors & KMP and the particulars of employees required to be furnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure D to this Report.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has complied with Section 135(1) of the Companies Act, 2013 and details of which is attached in Annexure E.

32. MAINTENANCE OF COST RECORDS

The maintenance of cost records, as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is applicable to the Company. Accordingly, the Company has duly made and maintained the prescribed cost records during the year under review.

33. VIGIL MECHANISM

The Board of Directors of your company have adopted the Vigil Mechanism and whistle blower mechanism. The Vigil Mechanism as envisaged in the Companies Act, 2013, read with the Rules prescribed thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Companys Whistle-Blower Policy. In pursuant to the regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) regulation 2015 and section 177(9) & (10) of the Companies Act, 2013.

The company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards has adopted lays down this Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing.

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.vidhutcables.com under Investor Relation/Policies and Programmes/

Vigil Mechanism Policy. It enables the Directors, employees and all stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

An annual report on the whistle-blower complaints, as received, is placed before the Audit Committee for its review. All complaints are tracked and monitored on timely basis. During the year and till date, the Company has not received any complaint in this regard.

34. COMPANYS POLICIES

Vigil Mechanism/Whistle Blower Policy:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report which is attached to this report.

The policy is also available on Companys website link: https://www.vidhutcables.com.

During the year, the Company did not receive any complaint under vigil mechanism. There was no pending complaint at the opening and closing of the year.

Nomination and Remuneration Policy:

The Company has the policy on the appointment and remuneration of directors and key managerial personnel which provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on the Companys website. The related weblink is: https://www.vidhutcables.com.

Policy on Related Party Transactions The Company has a policy for contracts or arrangements to be entered into by the Company with related parties which is available on Companys website link: https://www.vidhutcables.com.

Policy for Determining Material Subsidiaries:

The Company has policy for determining material subsidiaries which is available on the Companys website. The related weblink is: https://www. vidhutcables.com.

Code of Conduct for Prevention of Insider Trading in Companys Securities:

The Company has Code of Conduct for Prevention of Insider Trading in Companys Securities which is available on the Companys website. The related weblink is: https://www.vidhutcables.com.

Document Preservation Policy

The Company has established a policy in confirmation of Regulation 9 of the Listing Regulations for preserving the documents, files, information etc. of the Company. The policy may be downloaded from the Companys website. The related weblink is: https:// www.vidhutcables.com.

Policy for Determining Materiality of an event or information

The Company has policy for determining materiality of an event or information which is available on the Companys website. The related weblink is: https:// www.vidhutcables.com.

Risk Management Policy

Risk Management policy is formulated in compliance with section 134 (3) (n) of the companies act 2013, which requires the company to lay down procedure for risk assessment and risk minimization. The board of directors, Audit committee and the senior management of the company should periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote the confidence amongst stake holders in the process, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the company. The business of the company is exposed to various risks, arising out of internal and external factors i.e. industry, competition, input, geography, financial, regulatory, other operational, information technology related other risks.

All the other corporate governance policies as required under Listing Regulations are available on the Companys website,: https://www.vidhutcables.com. The policies are reviewed periodically by the Board and updated as based on need and new compliance requirements.

35. LISTING WITH STOCK EXCHANGE

The shares of the Company were listed on National Stock Exchange of India Limited on Small, Medium Enterprise (SME) on Monday, August 11, 2025.

36. SECRETARIAL STANDARDS:-

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

37. PREVENTION OF SEXUAL HARASSMENT:-

The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (PoSH Act). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee. The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review.

The following is a summary of complaints received and resolved during the reporting period:

s. No.	Nature of Complaints	Received	Disposed- Off	Pending
1	Sexual Harassment	-	-	-
2	Workplace Discrimination	-	-	-
3	Child Labour	-	-	-
4	Forced Labour	-	-	-
5	Wages and Salary	-	-	-
6	Other HR Issues	-	-	-

38. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961.

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961.

All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return- to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

39. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UPTO THE DATE OF REPORT:-

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this Report.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

41. TRANSFER OF ANY AMOUNT IN INVESTOR EDUCATION & PROTECTION FUND:-

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no amount required to be transferred to Investor Education & Protection Fund.

42. PARTICULARS OF EMPLOYEES[AK2.1]

There is no employee during the period drawing remuneration attracting the provisions of section 197 of the Companies Act 2013 and the rules there under read with the Companies (Particulars of Employees) Rules, 1975. During the year, total numbers of employees were 23 (Twenty-Three) only.

43. EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued any shares with differential voting rights and accordingly the provisions of section 43 read with rule 4 (4) of the companies (share capital and debentures) rules 2014 of the companies act 2013 and rules framed there under are not applicable for the year.

44. DETAILS OF SWEAT EQUITY SHARES

The company has not issued any sweat equity shares and accordingly the provision of Section 54 read with Rule 8 (13) of the Companies (Shares Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

45. DETAILS OF EMPLOYEES STOCK OPTION SCHEME

The company has not granted stock option and accordingly the provisions of Section 62( 1)(b) read with Rule 12 (9) of the of the Companies (Shares Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

46. DEMAT STATUS

All the shares are presently held in electronic modes in to Demat form.

47. CREATION OF CHARGE:-with the Corporate Governance Provisions as specified in regulation 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of 46 and paras C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) 2015.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTION-NIL

50. DETAILS OF APPLICATION MADE FOR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:-

During the year, there were no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

51. ANNUAL REPORT CIRCULATION

In compliance with the MCAs vide MCA vide its General Circular No. 03/2025 dated September 22, 2025, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Notice of the Annual General Meeting (AGM) along with the Annual Report 2025- 26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2025-26 will also be available on the Companys website: www. vidhutcables.com & website of the stock exchanges

i.e. National Stock Exchange of India Limited (NSE) at www.nseindia.com, respectively, and on the website of Companys RTA, MUFG Intime India Private Limited.

52. ACKNOWLEDGMENTS:-

The Board takes this opportunity in expressing their gratitude to the bankers to the Company. The Board also acknowledges the continuous support received from its shareholders, stakeholders and employees of the Company.

For, Bhadora Industries Limited

(Previously known as Bhadora Industries Private Limited)

During the year the company has created, modified charge on its assets.

48. CORPORATE GOVERNANCE:

The company is claiming exemption under Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Compliance

SD/-	SD/-
Pradeep Bhadora	Shashank Bhadora
Director	Managing Director
DIN:- 02535818	DIN:- 07493885
Date: September 01,2026
Place: Indore