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Bhageria Industries Ltd Management Discussions

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Global Economic Overview

Theglobaleconomyexpandedby3.3%in2024,sustaining its growth trajectory despite ongoing geopolitical challenges. However, this growth was uneven—while the US showed strong momentum, the Euro area lagged. Disinflation trends persisted globally, though some countries saw setbacks, with inflation remaining high in select regions.

Looking ahead, global growth is expected to moderate to 2.8% in 2025 and rise slightly to 3.0% in 2026. This outlook reflects rising trade frictions—particularly due to new US tariffs on key partners like Canada, Mexico, and China—and heightened policy uncertainty, which could hinder trade, fuel inflation, and dampen investment flows.

To ensure sustainable growth, global cooperation is critical. Countries must prioritize policy clarity, foster stable trade relations, and jointly address debt and structural challenges. At the same time, strengthening domestic resilience through sound policy reforms will be key to navigating uncertainties and securing long-term economic stability.

Indian Economic Overview

Indias GDP is estimated to grow at 6.5% in FY 2024-25, driven by strong performance in manufacturing, services, and infrastructure. Exports of pharmaceuticals, textiles, and engineering goods showed notable growth.

Slower growth in the first half was due to lower industrial activity, election-related uncertainty, and weather disruptions affecting construction and manufacturing. The RBI cut the repo rate twice—by 25 basis points each in February and April 2025 to 6%, aiming to support growth amid easing inflation.

Indias GDP is projected to grow at 6.7% in FY 2025-26, according to RBI estimates. This optimistic outlook is supported by a strong Rabi crop harvest, a rebound in industrialproduction,andapickupinprivateconsumption, bolstered by tax relief measures introduced in the Union Budget 2025-26.

Global Reactive Dyes and Dye Intermediates Industry

The global reactive dyes and dye intermediates industry is witnessing steady and sustainable growth, fueled by rising demand for high-performance, eco-friendly colorants across sectors such as textiles, automotive, and digital printing. The dye intermediates market is projected to reach USD 31.65 billion by 2034, while the reactive dyes segment is expected to touch USD 4.76 billion by 2029, reflecting strong industry fundamentals and evolving application trends.

Asia-Pacific, led by India and China, continues to dominate global production due to cost advantages and robust infrastructure, while developed regions like Europe and North America are driving demand for sustainable and specialty dyes. Emerging economies are also witnessing rising adoption as industrialization accelerates.

Challenges such as water pollution, chemical safety regulations, and supply chain volatility persist. However, ongoing investments in R&D, green chemistry, and compliance systems are enabling the industry to adapt and thrive.

In summary, the industry stands at a pivotal point, with sustainability, innovation, and global realignment shaping its future—offering strong growth prospects for responsive and forward-thinking manufacturers.

Indian Dyes and Dye Intermediates Industry – Overview

The Indian dyes and dye intermediates industry is a vital segment of the countrys chemical sector and plays a key role in supporting Indias export economy. Anchored by the textile industry, which remains the largest consumer, the sector is experiencing steady growth driven by rising demand from end-use industries such as textiles, leather, plastics, printing inks, and paper.

India commands a significant share in the global dyes market, underpinned by its manufacturing capabilities, cost efficiency, and established export presence across more than 90 countries. Maharashtra and Gujarat remain central to domestic production, owing to their abundant raw materials, strong industrial infrastructure, and proximity to textile hubs.

Despite challenges such as global competition, export margin pressures, and volatile raw material prices, the industry continues to evolve, driven by innovation,

R&D, and a growing emphasis on sustainable and eco-compliant practices. Dye intermediates—crucial building blocks for dye synthesis—play an indispensable role in the value chain, and their development is increasingly aligned with green chemistry principles. Indian manufacturers, both large-scale and MSMEs, are investing in modern production technologies and zero-liquid discharge (ZLD) systems to comply with global environmental norms like REACH (Registration, Evaluation, Authorisation & restriction) and ZDHC (Zero discharge of Hazardous Chemical).

As technological advancements reshape global color chemistry, Indias competitive edge lies in its ability to produce high-quality, cost-effective, and environmentally responsible dyes. With developing markets like Brazil, China, and Indonesia driving global consumption, and domestic demand fueled by urbanization, industrial growth, and rising applications in cosmetics and functional textiles, the Indian dyestuff industry is poised for long-term, innovation-led expansion

Dyes and Dye Intermediates Industry – Outlook

The Indian dyes and dye intermediates industry is poised for sustained growth, fueled by rising demand from key sectors such as textiles, printing inks, plastics, industrial paints, and leather processing. As one of the core pillars of Indias chemical manufacturing ecosystem, the industry stands to gain significantly from favourable government interventions for man-made fibres and technical textiles, as well as the establishment of specialized chemical zones like the upcoming hub in Dahej. These initiatives are aimed at enhancing domestic manufacturing capacity, improving export competitiveness, and encouraging infrastructure modernization.

A growing global shift toward sustainability is accelerating the demand for eco-friendly, low-VOC (Volatile Organic Compound), and biodegradable dye solutions—prompting

Indian manufacturers to invest more aggressively in R&D and green chemistry. The sectors increasing focus on environmentally responsible operations is reshaping production models, aligning with global standards such as REACH, GOTS, and ZDHC. This transformation is also unlocking new opportunities in high-value segments such as performance dyes, technical textiles, and food-grade colorants.

Indias strategic advantages—cost-effective production, skilled workforce, and strong backward integration—position it to expand its footprint in global markets. However, the industry continues to navigate challenges including global competition, regulatory compliance, and the need for continuous innovation. Overall, with the convergence of demand-side momentum, supportive policy frameworks, and a clear shift toward sustainable practices, the Indian dyes and dye intermediates industry is well-positioned to emerge as a global leader in specialty and performance colorants over the coming decade.

Global Solar Energy Market Overview

At COP29, global momentum on climate action strengthened with enhanced pledges and a new annual climate finance target of USD 300 billion, though developing nations deemed it insufficient.

Chinas voluntary contribution, despite its developing country status, underscored growing collective responsibility. The U.S. withdrawal from the Paris Agreement introduced uncertainty, but the low cost of renewables is expected to sustain growth.

In 2024, global renewable capacity additions reached a record 585 GW, a 15.1% increase, driven by falling costs and strong policy support. Asia led with 421.5 GW (72% of the total), mainly from China. Europe, North America, Africa, and the Middle East followed with varied growth.

Renewables are now cost-competitive with fossil fuels, supported by policies in over 140 countries. By 2030, capacity is projected to increase 2.7x to 5,500 GW, surpassing global targets. China will account for 60% of this growth, with significant contributions from India (expected to add 350 GW), the U.S., and Brazil.

Despite rising global energy demand and CO2 in 2024), long-term

emission trends have plateaued due to energy system decarbonization. However, urgent action is needed to align with net-zero goals and limit global warming in line with the Paris Agreement.

Indian Solar Energy Market Overview

Indias renewable energy sector continues to be a cornerstone of its energy transition, propelled by strong policy support, rising electricity demand, and a growing pipeline of domestic and international investments. The government remains firmly committed to its target of achieving 500 GW of non-fossil fuel capacity by 2030, underpinned by an evolving regulatory environment and ambitious climate goals.

With a solid foundation now in place, the country is entering a critical phase focused on grid expansion and modernization, development of energy storage infrastructure, and deep integration of renewable energy into the national supply chain. Among these, the deployment of energy storage solutions is expected to play a pivotal role in addressing the intermittency and reliability challenges associated with renewable sources, especially solar and wind. Indias forward-looking approach, supported by enabling policy reforms and technological innovation, is positioning it as one of the worlds leading renewable energy markets—well on track to achieve energy security, economic growth, and climate resilience in tandem.

Solar Energy Industry - Outlook

The outlook for the solar power sector remains highly optimistic, supported by falling technology costs, strong policy frameworks, and growing demand for clean energy. Globally, solar capacity is expected to surpass 4,500 GW by 2030, with India targeting 280 GW under its national renewable energy goals. Continued policy support through schemes like the

PLI, green open access, and PM-KUSUM will drive growth across utility-scale and distributed solar segments. The sector is also set to benefit from integration with storage, hybrid models, and green hydrogen, positioning solar as a central pillar in the global and domestic energy transition.

Global Pharmaceutical Industry – Overview

The global pharmaceutical industry sustained its upward momentum in FY 2024–25, underpinned by surging healthcare demands, rising life expectancy, and the growing burden of chronic and lifestyle-related diseases. Breakthroughs in biotechnology, precision medicine, and advanced drug delivery systems continued to reshape the industry landscape, spurring innovation and attracting record levels of global investment.

North America retained its dominance as the industrys largest market, while emerging economies across Asia and Latin America experienced accelerated growth, fueled by expanding healthcare infrastructure, rising income levels, and increased government focus on healthcare access. The sector also embraced digital transformation at an unprecedented pace—integrating AI, data analytics, and automation into every stage of the pharmaceutical value chain.

As global pharmaceutical spending is projected to exceed $1.6 trillion by 2027, the industry is set to enter a new era of transformation—marked by strategic alliances, a dynamic R&D ecosystem, and a sharpened focus on delivering equitable, sustainable, and affordable healthcare solutions across the globe.

Indian Pharmaceutical Industry – Overview

Indias pharmaceutical industry continued to assert its global leadership in FY 2024–25, emerging as a vital pillar of global healthcare. As the worlds largest provider of generic medicines and a key supplier of vaccines, India plays a strategic role in ensuring affordable and accessible healthcare worldwide.

With a strong manufacturing base, world-class R&D capabilities, and adherence to international quality standards, the Indian pharma sector witnessed sustained growth—driven by rising exports, domestic market expansion, and increasing demand for complex generics, biosimilars, and specialty drugs. In FY25, pharmaceutical exports crossed a historic $30 billion mark, underscoring Indias growing footprint in regulated markets like the US, EU, and emerging geographies. Government initiatives such as the Production Linked Incentive (PLI) Scheme, establishment of bulk drug and medical device parks, and policy reforms to streamline approvals further strengthened the ecosystem, fostering innovation and self-reliance.

With strong fundamentals, rising global credibility, and a deep talent pool, the Indian pharmaceutical industry is poised for robust growth, aiming to touch $130 billion by 2030, reinforcing its position as the "Pharmacy of the World."

Indian Pharmaceutical Industry Outlook

The pharmaceutical industry outlook remains positive, driven by strong domestic demand, increasing healthcare awareness, rising lifestyle diseases, and enhanced government spending on health infrastructure.

Globally, the sector benefits from expanding generic markets, continued demand for affordable medicines, and emerging opportunities in biosimilars and specialty drugs. Regulatory streamlining and PLI (Production-Linked Incentive) schemes in India are catalyzing investments in API manufacturing and R&D. Despite challenges like pricing pressure in regulated markets and raw material cost volatility, the industry is poised for sustainable growth with increasing exports, product innovation, and digital transformation in supply chains and operations

Company Overview

Bhageria Industries Limited, incorporated in 1989, is a leading manufacturer of specialty dyes and dye intermediates in India, with state-of-the-art facilities at Vapi (Gujarat) and Tarapur Boisar (Maharashtra). A recognized Two Star Export House, the Company exports nearly 20–30% of its production to major global markets including the US, Europe and East Asia.

The Company is driven by its core pillars innovation, quality, and sustainability. Its established in-house R&D lab focuses on process optimization, development of new products, and environmental efficiency, supported by robust quality control and internationally accredited systems including zeropollution effluent treatment.

Bhageria has strategically diversified into renewable energy, commissioning a 39 MWdc solar plant in Ahmednagar under a 25-year SECI PPA at 4.41/unit, along with rooftop installations solar plant. The Company also offers EPC services for solar projects, reinforcing its capacity and expertise in the green energy sector.

Also active in the pharmaceutical sector, Bhageria has partnered with leading API player Swati Spentose for the production of Dexamethasone, strengthening its presence in the API business and expanding its role in global pharmaceutical supply chains.

Bhagerias customer-centric approach is backed by technical expertise and industry insight, enabling the Company to build strong global partnerships and deepen engagement with its clientele. Complementing its commercial success, Bhageria actively pursues Corporate Social Responsibility initiatives in education, healthcare, and environmental welfare strengthening its reputation as a responsible and forward-looking organization.

Driven by a vision of sustainable growth, operational excellence, and stakeholder value, Bhageria is poised to further consolidate its leadership in specialty chemicals, pharmaceuticals and renewable energy, reinforcing its position as a reliable and innovative global player.

Analysis Of Financial Performance

Standalone performance for the year ended March 31, 2025:

The Companys revenues in FY 2024-25 is 604.08 Crore. EBIDTA stood at 90.82 Crore compared to 60.54

Crore in the previous year. The Company reported profit after tax of 42.27 Crore during FY 2024-25 compared to profit 19.62 Crore aftertaxof in the previous year. The Company proposed a Final Dividend of 1.50 per equity shares on the Face Value of 5 each.

(Rs.in Crore)

PARTICULARS

FY 2024-25 FY 2023-24
Total Income* 604.08 511.82
EBITDA 90.82 60.54
EBITDA Margin (%) 15.21 12.23
PAT 42.27 12.23
PAT Margin (%) 7.08 3.96
Net Worth 416.46 378.79

* It comprises revenue from operations and other income.

Standalone Ratio

PARTICULARS

FY 2024-25 FY 2023-24
Debtors Turnover (times) 3.50 3.49
Inventory Turnover (times) 9.17 9.15
Interest Coverage Ratio 36.38 19.68
(times)*
Current Ratio (times) 2.71 2.65
Debt Equity Ratio (times) 0.08 0.1
Operating ProfitMargin (%)* 28.73 19.67
Net Profit Margin (%)* 7.08 3.96
Return on Net Worth (%)* 10.63 5.29

Changes (Change Detailsofsignificant of 25% or more as Compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefore, including:

* During FY 2024-25, the Company witnessed significant improvements in key financial metrics, with notable increases in Interest Coverage Ratio, EBITDA Margin,

Return on Equity, Net Profit Margin, and Earnings per Share primarily driven by enhanced profitability, efficient cost management, and lower interest expenses. These positive shifts reflect stronger operational performance and improved financial health compared to the previous year.

Consolidated performance for the year ended March 31, 2025:

The Groups revenues in FY 2024-25 is Rs.601.59 Crore. EBIDTA stood at Rs.88.40 Crore compared to Rs.59.83 Crore in the previous year. The Group reported profit after tax of Rs.38.69 Crore during FY 2024-25 compared to profit after tax of Rs.18.53 Crore in the previous year.

(Rs.In Crore)

PARTICULARS

FY 2024-25 FY 2023-24
Total Income * 601.59 511.21
EBITDA 88.40 59.83
EBITDA Margin (%) 14.87 12.10
PAT 38.69 18.53
PAT Margin (%) 6.51 3.75
Net Worth 417.56 381.75

* It comprises revenue from operations and other income.

Consolidated Ratio

PARTICULARS

FY 2024-25 FY 2023-24
Debtors Turnover (times) 3.47 3.48
Inventory Turnover (times) 9.16 9.15
Interest Coverage Ratio 20.41 15.17
(times)*
Current Ratio (times) 2.68 2.74
Debt Equity Ratio (times) 0.11 0.13
Operating Profit Margin (%)* 28.46 19.57
Net Profit Margin (%)* 6.51 3.75
Return on Net Worth (%)* 9.68 4.96

Detailsofsignificant (Change of 25% or more as Compared to the immediately previous financial year) in key financial therefore, including:

* During FY 2024-25, the Group witnessed significant improvements in key financial metrics, with notable increases in Interest Coverage Ratio, EBITDA Margin,

Return on Equity, Net Profit Margin, and Earnings per Share primarily driven by enhanced profitability, efficient cost management, and lower interest expenses. These positive shifts reflect stronger operational performance and improved financial health compared to the previous year.

SEGMENT-WISE PERFORMANCE

During the financial year 2024-25, Bhageria Industries Limited continued to deliver a stable performance across its key business segments, supported by product diversification and operational efficiencies.

(Rs.in Crore)

Consolidated

Consolidated

Standalone Revenue

Standalone EBIT

Consolidated EBIT

Segment

Revenue

2024-25 2023-24 2024-25 2023-24 2024-25 2023-24 2024-25 2023-24
Chemicals 504.31 398.56 56.46 11.44 504.31 398.56 56.46 11.44
Solar
27.83 28.90 12.04 13.57 27.83 28.90 12.03 13.57
Power
Pharma 8.12 2.15 (5.64) (0.43) 5.57 2.15 (7.97) (0.43)
Others 57.23 65.63 3.22 0.82 57.23 64.99 3.18 0.12

RISK MANAGEMENT

The Company acknowledges that a dynamic business environment inherently presents unavoidable risks. It has implemented a robust risk management framework to navigate these challenges effectively. This framework avoids complacency while recognising limitations and employs the following strategies for various risk categories.

RISK

MITIGATION
Disruptions like raw material Bhageria strengthens supply stability and resilience by
shortages or equipment failures can building strong relationships with key suppliers, controlling
negatively impact the companys part of its raw material sourcing, and integrating supply
profitability. operations in-house
Increased market competition, With pricing intensified pressures, and
pricing pressures, and evolving shifting market dynamics, Bhageria maintains its edge
merchant market dynamics. through constant product innovation, automation, and
analytics. It builds a strong brand identity, leverages deep
technical expertise, and uses market insights to expand
globally and strengthen customer connections ensuring
distinct offerings and a lasting presence.
Risks related to restricted funding Bhageria strengthens financial resilience by maintaining
access, rising project costs, market healthy cash reserves and tightly managing working
volatility, interest rate changes, and capital via regular cash flow forecasting and control.
. financial It reduces reliance on a single lender through diverse
funding sources and stress tests its finances, maintaining
contingency facilities. To stabilize financing costs against
interest-rate and currency swings, the company uses
hedging tools like swaps and forward contracts.
Risks arising from changes in Bhageria engages actively with industry associations,
withdetailed explanations regulations and compliance consults with regulatory experts, and pursues legal
requirements. avenues where required, ensuring full alignment with
regulatory developments and mitigating compliance risks.
Risks related to human capital, talent Bhageria promotes an inclusive, growth-oriented workplace,
retention, productivity, and potential with ongoing employee engagement, training, and upskilling
human rights concerns. initiatives. A strong focus on professional development
supports retention and productivity.
Environmental risks from climate Bhageria integrates sustainable technologies and
change and weather patterns; social practices aligned with regulatory standards. A proactive
risks including community relations, approach to stakeholder engagement, environmental
health and safety, and supply chain responsibility, and community relations helps ensure
issues. business continuity and positive social impact.

STRATEGY

Bhageria Industries Limiteds long-term strategy is built on key pillars aimed at driving sustainable growth, strengthening market leadership, and delivering value to stakeholders.

The Company focuses on maintaining and expanding its market share across core geographies in India and international markets by continuously monitoring industry trends and adapting to evolving customer needs. Bhageria actively explores new growth opportunities across the chemical, pharmaceutical, and solar energy sectors, leveraging its diversified product portfolio and market insights.

Backward integration remains a core strategic priority, helping the Company achieve greater operational efficiency, cost competitiveness, and scalability thereby supportings ustain able profitabilityand robust financial reserves.

Aligned with its Environmental, Social, and Governance (ESG) commitments, Bhageria continues to increase the use of captive solar energy, lower its carbon footprint, and optimize costs, while fostering long-term environmental responsibility. A strong focus on Environment, Health, and Safety (EHS) ensures safe operations, employee well-being, and business continuity across all sites. By following this integrated strategy, Bhageria Industries is well-positioned to drive consistent growth, operational excellence, and positive impact on its stakeholders and the environment.

HUMAN RESOURCE

At Bhageria, our employees are recognized as a critical driver of organizational performance and long-term value creation. We place strong emphasis on fostering a culture that values talent, commitment, and innovation. In alignment with our strategic objectives, we have implemented robust People Development Processes aimed at continuously enhancing employee capabilities and engagement.

Our initiatives encompass targeted training, leadership development, and skill enhancement programs, all designed to support individual growth while contributing to the Companys vision. These programs offer employees structured opportunities for professional advancement and continuous learning.

As of March 31, 2025, Bhageria employed 406 we on boarded 22 individuals. During fiscal new employees to address workforce requirements and natural attrition. Our comprehensive HR strategy integrates key elements such as talent acquisition, employee development, retention, and compensation management. This holistic approach ensures we are building a resilient and high-performing workforce that will support Bhagerias sustained growth and success.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has established a robust internal control framework tailored to its operational scale and complexity. This system enhances efficiency, ensures compliance with regulatory requirements, and maintains the integrity of financial reporting. Controls are integrated with an ERP platform that supports accurate transaction processing and secure record-keeping, reinforced by clear authorisation protocols, defined policies, and a strong Information Security framework.

The internal control environment is continually reviewed by the Audit Committee, comprising Independent Directors. The Committee regularly assesses audit findings, monitors corrective actions, and ensures that controls remain effective and responsive to business needs. This ongoing oversight helps safeguard assets, prevent risks, and uphold high standards of corporate governance

CAUTIONARY STATEMENT

Statements made in this Management Discussion and Analysis (MDA) including references to the Companys objectives, projections, estimates, expectations, or predictions may constitute "forward-looking statements" under applicable securities laws. These statements are not guarantees of future performance and involve known and unknown risks and uncertainties that may cause actual outcomes to differ materially from those anticipated.

Important factors that may affect the Companys operations and financial results include global and Indian demand & supply dynamics, fluctuations in finished goods with , raw material prices, cyclical market demand, changes in government regulations, environmental and tax laws, broader economic conditions in India and worldwide, as well as other variables such as pending litigation and industrial relations. These factors could significantly implied by forward-looking statements. The Company does not undertake any obligation to publicly update these forward-looking statements to reflect new information or future events, except as required by law.

REPORT ON CORPORATE GOVERNANCE

Report on Corporate Governance pursuant to Schedule V (C) of the SEBI (LODR) Regulations, 2015 (the SEBI Listing Regulations) and forming Part of the Directors Report for the year ended March 31, 2025.

1. Statement on Companys Philosophy on Code of Governance:

Corporate Governance is a set of systems and practices to ensure that the affairs of the Company are being managed in a way which ensures accountability, integrity, transparency, and fairness in all its transactions in the widest sense and meets its stakeholders aspirations and social expectations. Good Corporate Governance practices stem from the culture and mind-set of the organization and at Bhageria Industries Limited [BIL], we are committed to do business in an efficient,responsible, honest and ethical manner and to meet the aspirations of all our stakeholders.

The Corporate Governance structure specifies the distribution of rights, responsibilities and powers among different participants in the corporation. All strategic decisions regarding investment, diversification, major decisions regarding procurement, commercial and finance are forwarded ahead after approval of the

Board.

Strong Governance has indeed helped BIL to deliver wealth to its shareholders in the form of uninterrupted dividends.

2. Board of Directors:

Composition of the Board & Meetings

The Composition of the Board is in compliance with the provisions of the Companies Act, 2013 ("th

Act") & SEBI Listing Regulations. As on March 31,

2025, the Board consists of 7 Directors. Besides the Chairman who is an Executive Director, the Board comprises of 2 more Executive Directors and 4 Non-Executive Independent Directors including 1 Woman Independent Director. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business.

The Board met Four (4) times during the year on May 27, 2024, August 7, 2024, October 28, 2024 and February 1, 2025. The maximum time gap between any two consecutive meetings did not exceed One Hundred and Twenty days. The necessary quorum was present for all the meetings.

Table 1: Composition of the Board of Directors as on March 31, 2025:

The details of composition of the Board, category, attendance of Directors at Board Meetings during the financial year and last Annual General Meeting, number of other Directorships and other Committee Memberships, Name of other listed entities (whose equity or debt securities are listed) where the Directors of the Company are Director and the category of their directorship are given below:

Name of Directors

Category No. Of Board Meeting attended during the year 2024-2025 Attendance at last AGM held on August 31, 2024

1No. Of Other Directorships of Companies Held as on March 31, 2025

2No. of Membership of Outside Committees Held as on March 31, 2025

Name of other listed entities (whose equity or debt securities are listed) where the directors of the Company are director and the category of their Directorship
Held Attended Pub. Pvt. Member Chairman Other Listed Entities Category
Mr. Suresh Promoter &
Bhageria Executive
Director & 4 4 Yes -- 7 -- -- -- --
Chairman
(WTD)
Mr. Vinod Promoter &
impact actual results compared to those Bhageria Executive 4 4 Yes -- 1 -- -- -- --
Director (MD)
Mr. Vikas Executive
Bhageria Director (Jt. 4 3 Yes -- 10 -- -- -- --
MD)

 

Name of Directors

Category No. Of Board Meeting attended during the year 2024-2025 Attendance at last AGM held on August 31, 2024

1No. Of Other Directorships of Companies Held as on March 31, 2025

2No. of Membership of Outside Committees Held as on March 31, 2025

Name of other listed entities (whose equity or debt securities are listed) where the directors of the Company are director and the category of their Directorship
Held Attended Pub. Pvt. Member Other Listed Chairman Entities
Category
Mr. M. M. Independent 4 4 Yes 1 -- 1 1 1. Macrotech Non-
Chitale Non-Executive Developers Executive
Limited Independent
Director
Prof. (Dr.) G. Independent 4 4 Yes 5 - 2 - 1.Clean Non-
D. Yadav Non-Executive Science and Executive
Technology Independent
Limited Director
2.Godrej Non-
Industries Executive
Limited Independent
Director
3.Meghmani Non-
Organics Executive
Limited Independent
Director
4. Supriya Non-
Lifescience Executive
Limited Independent
Director
5. Astec Non-
Lifesciences Executive
Limited Independent
Director
Ms. Ameya Independent
4 4 Yes -- -- -- -- -- --
Jadhav Non-Executive
Independent
Mr. Vikas Goel 4 4 Yes -- 2 -- -- -- --
Non-Executive

Note:

1. Nos of other Directorships of Companies excludes foreign companies and Section 8 companies.

2. Membership/Chairmanship in only Audit Committee and Stakeholders Relationship Committee has been considered for Committee positions as per the SEBI Listing Regulations.

3. As mandated by Regulation 26 of SEBI Listing Regulations, none of the Directors are members of more than 10 Board level committees, nor are they Chairpersons of more than 5 committees in which they are members of such committees.

Relationships between Directors inter-se:

Mr. Suresh Bhageria is related to Mr. Vikas Bhageria as the father, and he is related to Mr. Vinod Bhageria as a brother. This establishes an inter-se relation between them. None of the other Directors except as aforementioned are related to each other.

Shareholding of Non-Executive Independent Directors as on March 31, 2025: NA

Familiarization Programme for Independent Directors:

The details of familiarization programme for IndependentDirectorsisdisclosedonthewebsite of the Company i.e. https://bhageriagroup.com/ familiarization-program/

Director Skills / expertise / competencies and Attributes desirable in Companys business and sector in which it functions.

Nature of Expertise

Particulars Name of Director
Business Expertise Deep experience navigating dynamic * Mr. Suresh Bhageria
business landscapes, with sharp insight * Mr. Vinod Bhageria
into global market trends, cross-cultural * Mr. Vikas Bhageria
dynamics, stakeholder engagement, and
corporate governance frameworks
Corporate Strategy & Planning Skilled in analyzing business trends and * Mr. Suresh Bhageria
translating insights into strategic direction, * Mr. Vinod Bhageria
with a strong track record of guiding * Mr. Vikas Bhageria
leadership teams through transformative
initiatives that drive long-term, sustainable
growth.
Expertise/Experience in Extensive experience leading finance * Mr. Suresh Bhageria
Finance & Account/ Audit functions across varied organizations, * Mr. Vinod Bhageria
with a proven ability to optimize financial * Mr. Vikas Bhageria
operations by embedding industry best * Mr. M.M.Chitale
practices and driving procedural excellence. * Mr. Vikas Goel
Governance Proven expertise in ensuring statutory * Mr. Suresh Bhageria
compliance, establishing robust governance * Mr. G.D.Yadav
frameworks, and fostering a culture of * Mr. Vikas Bhageria
business ethics and integrity to safeguard * Mr. M.M.Chitale
stakeholder interests * Mr. Vikas Goel
* Ms. Ameya Jadav

Confirmation of Board for the independence of

Independent Directors:

In the Opinion of Board, the Independent Directors fulfil the conditions specified in the SEBI Listing

Regulations and are independent of the Management.

Detailed reasons for the resignation of Independent Director:

None of the Independent Director resigned during the Financial Year 2024-25.

Minimum information being placed before the Board & Board procedure:

The Board meets at regular intervals to discuss and decide on various issues, including strategy related matters pertaining to the business of the Company. The tentative calendar of Board Meetings is circulated to the Directors in advance to facilitate them and to ensure their active participation at the Meetings of the Company.

Agenda papers containing all necessary information / documents are made available to the Board in advance to enable the Board to take informed decisions and to discharge its functions effectively. Where it is not practicable to attach the relevant information as a part of agenda papers, the same are tabled at the Meeting of the Board. Video-conferencing facilities are used to facilitate Directors to participate in the meetings.

The information as specified in Regulation 17(7) of the SEBI Listing Regulations is regularly made available to the Board, whenever applicable, for discussion and consideration.

The Board has an effective post meeting follow up procedure. The Action taken report on the decisions taken in a meeting is placed at the immediately succeeding meeting for information of the Board. The Statutory Compliance reports in respect of applicable laws are reviewed by the Board periodically.

3. Committees of Board:

To focus effectively on the issues and ensure expedient resolution of the diverse matters, the Board has constituted a set of Committees of

Directors with specific terms of reference / scope.

The committee operates as empowered agents of the Board. The inputs and details required for the decision is provided by the operating managers. The Minutes of the Meeting of all Committees of the Board are placed before the Board for discussions / noting.

Details of the Committees of the Board and other related information are as follows:

(I) Audit Committee:

The Audit Committee of the Company is constituted in accordance with the Regulation 18 of the SEBI Listing Regulations read with Section 177 of the

Companies Act, 2013 comprises of 3 qualified

Independent Directors as members. All the members have financial and accounting knowledge.

The Committee acts as a link between the Management, the Statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the Company, considering Quarterly

& Annual Financial Results of the Company and submitting its observations to the Board of Directors before its adoption by the Board, review of the internal audit report & internal control system etc.

The terms of reference of the Audit Committee are as under:

Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement to be included in the

Boards report in terms of clause (c) of subsection 3 of section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; made . Significant in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Modified opinions in the draft audit report;

• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter;

• Review and monitor the auditors independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of the company with related parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

• Reviewing, with the management,performance of statutory and internal auditors, adequacy of the internal control systems;

• Reviewing the adequacy of internal audit functions;

• Discussion with internal auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the Whistle Blower mechanism;

• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

• To review the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower; including existing loans / advances / investments existing as on the date of coming into force of this provision;

• To consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholder;

• Management discussion and analysis of financial condition and results of operations;

• Management letters / letters of internal control weaknesses issued by the statutory auditors, if any;

• Internal audit reports relating to internal control weaknesses, if any;

• Statement of deviations, if any; in terms of

Regulation 32(1) & 32(7) of the SEBI Listing

Regulations.

Composition & Meetings:

The Committee met Four (4) times during the year on May 27, 2024, August 7, 2024, October 28, 2024 and February 1, 2025. The maximum time gap between any two consecutive meetings did not exceed One Hundred and Twenty days. The necessary quorum was present for all the meetings.

Attendance record at the meetings of the Audit Committee of members during Financial Year 2024–2025:

Audit Committee Meetings

(2024-2025)

No. of No. of

Name of the Members

Status May 27, 2024 Aug 7, 2024 Oct 28, 2024 Feb 1, 2025 Meetings Entitled to Attend Meetings Attended
Mr. M. M. Chitale Chairperson Yes Yes Yes Yes 4 4
Mr. Vikas Goel Member Yes Yes Yes Yes 4 4
Ms. Ameya Jadhav Member Yes Yes Yes Yes 4 4

Head of the Finance and Accounts Department (CFO), representative of the Statutory Auditors and other executives as are considered necessary, attend meetings of the Audit Committee.

Mr. M.M. Chitale, Chairperson of the Audit Committee attended the Annual General Meeting held on August 31, 2024 to address the shareholders queries.

(II) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted in accordance with the Regulation 19 of the SEBI Listing Regulations read with Section 178 of Companies Act, 2013 comprising of 3 Non-executive Independent Directors as members.

Terms of Reference of the Nomination &

Remuneration Committee, inter-alia are as follows:

• Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.

• Formulation of criteria for evaluation of Independent Directors and the Board;

• Devising a policy on the Board diversity;

Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. Removal should be strictly in terms of the applicable law/s and in compliance of principles of natural justice;

• Recommend to the Board, remuneration including salary, perquisite and commission to be paid to the Companys Executive Directors on an annual basis or as may be permissible by laws applicable;

• To recommend to the board, all remuneration, in whatever form, payable to senior management; The detailed terms of reference and Nomination

& Remuneration policy is available on the website of the Company i.e. https://bhageriagroup.com/ company-policies/

Composition & Meetings:

The Committee met once during the year on May 27, 2024. The necessary quorum was present at the meeting.

Attendance record at the meetings of the Nomination & Remuneration Committee of members during Financial Year

2024–2025:

Name of the Members

Status Nomination & Remuneration Committee Meetings (2024-2025) May 27, 2024 No. of Meetings Entitled to Attend No. of Meetings Attended
Mr. Vikas Goel Chairperson Yes 1 1
Mr. M. M. Chitale Member Yes 1 1
Ms. Ameya Jadhav Member Yes 1 1

Mr. Vikas Goel, Chairperson of the Nomination &

Remuneration Committee attended the Annual General Meeting held on August 31, 2024.

Details of Remuneration paid to Directors:

Executive Directors:- The Company pays by way of Salary, perquisites, commission etc. to its executive directors and any increments thereto are recommended by the NRC within the salary scale approved by the Members of the Company. The NRC recommends the commission payable to the Executive Directors out of the profits for the financial year and within the ceiling prescribed under the Act based on the performance of the Company as well as that of the Executive Directors.

Details of Remuneration of Executive Directors for FY 2024-25. (Rs.in Lakhs)

Name of Director

Salary Perquisites Commission Total Remuneration
Mr. Suresh Bhageria, 108.00 -- -- 108.00
Executive Director & Chairman (WTD)
Mr Vinod Bhageria, Managing Director 10.50 -- -- 10.50
Mr. Vikas Bhageria, 90.00 -- -- 90.00
Jt. Managing Director (WTD)

Non-Executive Director:- During FY 2024-25, the Company has paid sitting fees of Rs.50,000 per Meeting to the Non-Executive Directors for attending each Meeting of the Board; and Rs.10,000 per meeting for Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Corporate Social Responsibility Committee. The Non-Executive Directors have not been paid any remuneration during the financial year 2024-25. The Company also reimburses out-of-pocket expenses incurred by the Directors for attending the Meetings.

None of the Non-Executive Directors is paid remuneration exceeding fifty percent of the total annual remuneration paid to all the non-executive directors during the financial year 2024-25.

Details of sitting fees paid to the Non-Executive Directors for FY 2024-25:

(Rs.in Lakhss)

Name of Director

Sitting fees
Mr. M. M. Chitale 2.50
Prof. (Dr.) G. D. Yadav 2.30
Ms. Ameya Jadhav 2.70
Mr. Vikas Goel 2.90

Note:-

1. The Terms for appointment of Executive Directors is for a period of 3 (three) years.

2. According to the Articles of Association (AOA) of the Company, the Managing Director is not liable to retire by rotation.

3. There is no separate provision for payment of severance fees.

4. None of the Directors were paid any performance linked incentive.

5. The Company has not granted any stock options to its Directors & Employees.

The performance of Independent Directors was evaluated on the following criteria:

Exercise of independent judgment in the best interest of Company; Ability to contribute to and monitor corporate governance practice; Adherence to the code of conduct for independent directors.

The entire Board of Directors carried out the performance evaluation of the Independent Directors on various parameters like engagement, analysis, decision making, communication and interest of stakeholders. In the evaluation process the Directors, who were subjected to evaluation did not participate.

3. (III) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of the Company is constituted in accordance with the Regulation 20 of the SEBI Listing Regulations read with Section 178 of the Act., comprising of 3 Directors as members (i.e. 2 Non-executive Independent Directors and 1 Executive Director). Terms of Reference of the Stakeholders Relationship Committee, inter-alia are as follows:

• Resolving the grievances of the security holders;

• Reviewing details of transfer of unclaimed dividend/securities to the Investor Education and Protection Fund;

• Reviewing the transfer, transmission, dematerialization of securities;

• Reviewing measures taken for effective exercise of voting rights by shareholders;

• Reviewingadherencetotheservicestandards in respect of various services being rendered by the Registrar & Share Transfer Agent;

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

• Ensuring timely receipt of dividend/annual reports/statutory notices by the shareholders of the Company.

Composition & Meetings:

The Committee met once during the year on February 1, 2025. The necessary quorum was present at the meeting.

Attendance record at the meetings of the Stakeholders Relationship Committee of members during Financial Year 2024–2025:

Name of the Members

Status Stakeholders Relationship Committee Meetings (2024-2025) Feb 1, 2025 No. of Meetings Entitled to Attend No. of Meetings Attended
Mr. Vikas Goel Chairperson Yes 1 1
Mr. Suresh Bhageria Member Yes 1 1
Ms. Ameya Jadhav Member Yes 1 1

Mr. Vikas Goel, Chairperson of the Stakeholders

Relationship Committee attended the Annual General

Meeting held on August 31, 2024 to address the

shareholders queries.

Status of Investor Complaints:

The status of investor complaints as on March 31, 2025

as reported under Regulation 13(3) of the SEBI Listing

Regulations is as under:

Pending as on April 1, 2024 Nil
Received during the year 2
Resolved during the year 2
Pending as on March 31, 2025 0

Name, designation and address of the Compliance

Officer:

Mrs. Deepa Toshniwal, Company Secretary & Compliance Officer

Bhageria Industries Limited

1002, Topiwala Centre, Off S. V. Road, Goregaon [West], Mumbai -400062.

Tel: 022 40436621

E-mail ID: info@bhageriagroup.com

3. (IV) Risk Management Committee:

The Risk Management Committee of the Company is constituted in accordance with the Regulation 21 of the SEBI Listing Regulations comprising of 4 Directors as members (i.e. 2 Non-executive Independent Directors and 2 Executive Directors).

Terms of Reference of the Risk Management Committee, inter-alia are as follows:

• To formulate a detailed risk management policy which shall include: a. A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.

b. Measures for risk mitigation including systems and processes for internal control of identified risks. c. Business continuity plan.

• To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

• To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

• To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

• To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

• The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.

The detailed terms of reference and Risk Management Policy is available on the website of the Company i.e. https://bhageriagroup.com/ company-policies/

Composition & Meetings:

The Committee met Thrice during the year on May 27, 2024, October 28, 2024 and February

1, 2025. The maximum time gap between any two consecutive meetings did not exceed Two Hundred and Ten days. The necessary quorum was present for all the meetings.

Attendance record at the meetings of the Risk Management Committee of members during Financial Year 2024–2025:

Risk Management Committee Meetings

(2024-2025)

Name of the Members

Status May 27, 2024 October 28, 2024 February 1, 2025 No. of Meetings Entitled to Attend No. of Meetings Attended
Mr. Suresh Bhageria Chairperson Yes Yes Yes 3 3
Mr Vinod Bhageria Member Yes Yes Yes 3 3
Mr. Vikas Goel Member Yes Yes Yes 3 3
Prof. (Dr.) G. D. Yadav Member Yes Yes Yes 3 3

3. (V) Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee of the Company is constituted in accordance with the provisions of Section 135 of the Act. The Committee meets as and when required. The Committee recommends to the Board activities, programs, projects to be undertaken by the company as specified in Schedule VII of the Act.

The activities / programmes undertaken by the Company and the amount spent by the Company are given in the Annexure to the Directors Report. This policy can be accessed from the Companys website https://bhageriagroup.com/ company-policies/

Composition & Meetings:

The Committee met once during the year on May 27, 2024. The necessary quorum was present at the meeting.

Attendance record at the meetings of the Corporate Social Responsibility Committee of members during Financial Year 2024–2025:

Name of the Members

Status Corporate Social Responsibility Committee Meetings (2024-2025) May 27, 2024 No. of Meetings Entitled to Attend No. of Meetings Attended
Ms. Ameya Jadhav Chairperson Yes 1 1
Mr. Vinod Bhageria Member Yes 1 1
Mr. Vikas Bhageria Member Yes 1 1

3. (V) Senior Management:

There were no change in senior management of the Company as on date of this Report.

4. Obligation and Separate Meeting of Independent Directors:

In accordance with the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations, 2 (Two) separate meetings of the Independent Directors were held during the year i.e. on October 28, 2024 and January 31, 2025. The meetings of the Independent Directors were held without the presence of Non-Independent Directors and members of management to: a) review the performance of Non-Independent directors and the Board of Directors as a whole; b) review the performance of the Chairman of the listed entity, taking into account the views of Executive Directors and Non-Executive directors; c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. Accordingly, the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

5. Other Policies Mandated Under SEBI Listing Regulations:

Archival Policy- In Compliance with Regulation 30(8) of SEBI Listing Regulations, the Company shall disclose on its website all such events, information which has been disclosed to the Stock Exchange(s) under Regulations 30. Such disclosures shall be posted on website of the

Company for minimum five years and thereafter determine further action as per the archival policy of the Company. This policy can be accessed from the Companys website at https:// bhageriagroup.com/company-policies/

Policy for Preservation of Documents- In Compliance with Regulation 9 of SEBI Listing Regulations, the Board of Directors of the Company has adopted policy on preservation of Documents. This policy for preservation of Documents can be accessed from the Companys website at https://bhageriagroup. com/company-policies/

Policy for Determining Materiality of Events- In Compliance with Regulations 30 of SEBI Listing Regulations, the Board of Directors has adopted a policy on Determining Materiality of Events or information. The objective of this policy is to ensure timely and adequate disclosure of events or information. This Policy can be accessed from the Companys website at https://bhageriagroup. com/company-policies/

Policy on Board Diversity- The Company recognizes and embraces the benefit of having a diverse Board of Directors and views increasing diversity at the Board level as an essential element in maintaining competitive advantage in the Business in which it operates. This Policy can be accessed from the Companys website at https://bhageriagroup.com/company-policies/

6. General Body Meetings: a) Location and time, where last 3 AGMs held:

The last three Annual General Meetings were held as under:

Financial Year

Date Time Venue
31.03.2022 30.07.2022 12:30 P.M. Annual General Meeting held through Video Conferencing
("VC") / Other Audio Visual Means ("OAVM") deemed to be
held at the Registered office of the Company.
31.03.2023 09.09.2023 11:30 A.M. Annual General Meeting held through Video Conferencing
("VC") / Other Audio Visual Means ("OAVM") deemed to be
held at the Registered office of the Company.
31.03.2024 31.08.2024 12:00P.M. Annual General Meeting held through Video Conferencing
("VC") / Other Audio Visual Means ("OAVM") deemed to be
held at the Registered office of the Company.

b) Whether any Special Resolution passed in previous 3 AGMs:

Date of AGM

Description of Special Resolution
30.07.2022 . No Special resolution was passed.
09.09.2023 . Approval for re-appointment of Mr. Suresh Bhageria (DIN: 00540285) as the Executive
Chairman (Whole-time Director) of the company for a term of 3 years.
ii. Approval for re-appointment of Mr. Vinod Bhageria (DIN: 00540308) as Managing Director of
the company for a term of 3 years.
ii. Approval of re-appointment of Mr. Vikas Bhageria (DIN: 02976966) as the Jt. Managing
Director (Whole Time Director) of the company for a term of 3 years.
iii. Approval for re-appointment of Mr. M.M.Chaitale (DIN: 00101004) as Non-Executive
Independent Director for a second and Final terms of 5 years.
iv. Approval for appointment of Mr. Vikas Goel (DIN: 08265897) as Non-Executive Independent
Director for a first terms of 5 years.
31.08.2024 i. Approval for re-appointment of Mr. G.D.Yadav (DIN: 02235661) as Non-Executive Independent
Director for a second and Final terms of 5 years.
ii. Approval for re-appointment of Ms. Ameya Yadav (DIN: 08696918) as Non-Executive
Independent Director for a second and Final terms of 5 years.

c) During the year under review, no Special Resolution was passed through Postal Ballot. If required, Special

Resolutions shall be passed by Postal Ballot during the financial year 2025-26, in accordance with the prescribed procedure. None of the Businesses proposed to be transacted in the ensuing Annual General Meeting require passing of a Special Resolution through Postal Ballot.

7. Means of Communication:

Quarterly results: Results are submitted to Stock Exchanges electronically
as provided by the respective exchange & published in
newspapers and uploaded on the Companys website.
Newspapers wherein results normally published: Business Standered, Pratah Kal (Marathi) and Mumbai Tarun
Bharat (Marathi)
Any website, where displayed www.bhageriagroup.com

 

Presentations made to institutional investors or Quarter ended Investor presentations
to the analysts: March 31, 2024 --
June 30, 2024 --
September 30, 2024 --
December 31, 2024 --

8. General Shareholders Information: a) Annual General Meeting - Date, Time and Venue

ANNUAL GENERAL MEETING : 36th Annual General Meeting
DAY & DATE : Saturday, August 2, 2025
TIME : at 12:30 p.m.

VENUE : In accordance with the General Circulars issued by the MCA, the AGM will be held through VC/ OAVM only. For details, please refer to the Notice of this AGM.

As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings, particulars of Directors seeking re-appointment at this AGM are given in the Annexure to the Notice of this AGM.

b) Financial Year: 2025-26 (Tentative)

Financial Reporting for the Financial Year 2025-26

Tentative month of reporting
Un-audited Financial Results for the quarter ending June 30, 2025 On or before August 14, 2025
Un-audited Financial Results for the quarter and half-year ending On or before November 14, 2025
September 30, 2025
Un-audited Financial Results for the quarter ending December 31, 2025 On or before February 14, 2026
Audited Financial Results for the quarter and year ending March 31, 2026 On or before May 30, 2026

c) Dividend Payment Date: The Final Dividend, if approved, shall be paid/credited on and before September 30, 2025. d) Listing On Stock Exchanges:

The Companys Shares are listed on:

BSE Limited National Stock Exchange of India Limited

Listing Department Exchange Plaza, P.J. Towers, 1st Floor, Bandra Kurla Complex, Dalal Street, Fort, Bandra (E), Mumbai – 400 001 Mumbai- 400 051.

Payment of Listing Fees: The annual listing fees for the year 2025-26 has been paid to the above stock exchanges.

e) Stock Code:

BSE Limited, Mumbai
Scrip Name: BHAGERIA INDUSTRIES LIMITED
Scrip Code: 530803
NSE Limited, Mumbai
Scrip Name: BHAGERIA
DEPOSITORY CONNECTIVITY: NSDL AND CDSL.
ISIN No. for the Companys Security: INE354C01027

f) Market price data :

High, Low during each month in last finan cial year on BSE Ltd:

 

Companys Shares Closing

Month

High () Low () Closing () BSE Sensex
April, 2024 189.50 146.05 174.30 74482.78
May, 2024 182.95 152.50 153.50 73961.31
June, 2024 176.50 140.85 169.50 79032.73
July, 2024 181.25 154.15 174.90 81741.34
August, 2024 246.20 160.00 238.75 82365.77
September, 2024 281.00 227.10 241.00 84299.78
October, 2024 248.40 186.00 201.60 79389.06
November, 2024 233.00 191.00 196.45 79802.79
December, 2024 215.80 189.05 192.95 78139.01
January, 2025 214.50 153.45 177.65 77500.57
February, 2025 213.70 153.45 156.85 73198.10
March, 2025 175.00 141.60 145.40 77414.92

High, Low during each month in last financial year on NSE Ltd:

Companys Shares Closing

Month

High () Low () Closing () NSE Nifty50
April, 2024 190.40 147.10 174.25 22604.85
May, 2024 177.35 151.40 153.15 22530.70
June, 2024 176.99 140.00 169.59 24010.60
July, 2024 181.50 153.66 175.78 24951.15
August, 2024 245.90 159.20 238.32 25235.90
September, 2024 287.40 229.00 239.36 25810.85
October, 2024 249.00 185.60 201.84 24205.35
November, 2024 231 192 196.12 24131.10
December, 2024 217 190.50 193.22 23644.80
January, 2025 212 154.10 177.21 23508.40
February, 2025 214.53 152.99 155.90 22124.70
March, 2025 167.69 142.52 144.97 23519.35

g) Performance in comparison to broad-based indices such as BSE and NSE etc.

h) In case the securities are suspended from trading, the directors report shall explain the reason thereof; - Not Applicable i) Registrar and Share Transfer Agents:

MUFG Intime India Private Limited (UNIT: Bhageria Industries Limited)

C-101, 247 Park, LBS Marg, Vikhroli West, Mumbai - 400083 Tel: 022-49186270 Email: rnt.helpdesk@in.mpms.mufg.com j) Transfer to Investor Education and Protection Fund (IEPF):

(i) Transfer of unclaimed dividend

Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended, mandates that companies transfer dividend that has remained unclaimed /un-encashed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF).

Further, the Rules mandate that the shares on which dividend has not been claimed/encashed for seven consecutive years or more be transferred to the IEPF.

The following table provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:

Year

Type of Dividend Dividend Per Share Date of Declaration Due Date for Transfer Amount as on March 31, 2025
2017-18 Final 5.500 21.07.2018 27.08.2025 11,91,160
2018-19 Interim 3.750 21.01.2019 27.02.2026 4,33,029
2018-19 Final 1.125 31.08.2019 07.10.2026 3,27,551
2019-20 Final 3.000 29.08.2020 05.10.2027 8,29,962
2020-21 Final 3.500 31.07.2021 06.09.2028 9,51,069
2021-22 Final 4.000 30.07.2022 05.09.2029 10,52,307
2022-23 Final 1.000 30.09.2023 06.11.2030 3,29,513
2023-24 Final 1.000 31.08.2024 07.10.2031 3,93,236

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at info@bhageriagroup.com or to the Companys Registrar and Transfer Agent at rnt. helpdesk@in.mpms.mufg.com or at their address at MUFG INTIME INDIA PRIVATE LIMITED [Unit: BHAGERIA

INDUSTRIES LIMITED] C-101, 247 Park, LBS Marg, Vikhroli West Mumbai-400083. Members can find the details of Nodal officer appointed by the company under the provisions of IEPF athttps://bhageriagroup.com/ shareholders-enquiries/ In order to educate the shareholders and with an intent to protect their rights, the Company also sends regular reminders to shareholders to claim their unclaimed dividends / shares before it is transferred to the IEPF. Shareholders may note that both the unclaimed dividends and corresponding shares transferred to the IEPF, including all benefits accruing on such shares, if any, can be claimed from the IEPF following the procedure prescribed in the Rules. No claim shall lie in respect thereof with the Company.

Dividend remitted to IEPF during the last three years

Year

Type of dividend Dividend declared on Date of transfer to IEPF Amount transferred to IEPF
2023-24 Final 2016-17 02.12.2017 08.01.2025 18,20,755
2022-23 Final 2015-16 13.08.2016 18.09.2023 10,35,635
2021-22 Final 2014-15 01.08.2015 11.08.2022 11,68,495

k) Share Transfer Systems:

Securities of the listed companies can be transferred only in dematerialized form w.e.f. April 1, 2019. Further, SEBI vide its Circular No. SEBI / HO / MIRSD / MIRSD _ RTAMB / P/ CIR / 2022 / 8 dated January 25, 2022, mandated all listed companies to issue securities in dematerialized form only, while processing the service request of issue of duplicate securities certificate, claim from Unclaimed exchange of securities certificate, endorsement, sub-division/splitting of securities certificate, consolidation of securities certificates/ folios, transmission and transposition. In view of the same and to eliminate all risks associated with physical shares and avail various benefitsof dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard. l) Distribution of Shareholding: Shareholding Pattern as on March 31, 2025:

Category

No. of shares held % of shareholding
Promoter and Promoter Group 3,13,12,613 71.75
Individual 66,69,347 15.28
Body Corporate 43,09,799 9.86
HUFs 5,18,463 1.19
Non- Resident Individuals 4,76,400 1.09
IEPF 3,48,404 0.79
Clearing Member 63 0.00
Foreign Portfolio Investor 8,885 0.02
Relatives of Promoters 206 0.00

Total

4,36,44,180 100.00

Distribution of Shareholding as on March 31, 2025:

No. of Equity Shares held

No. of Shareholders No. of Shares held % of Equity Capital
Up to 100 10110 378621 0.86
101 to 200 2242 368225 0.85
201 to 500 2740 974523 2.23
501-1000 1106 850829 1.95
1001-10000 991 2617856 6.00
10001 - 100000 80 2052079 4.70
100001 & above 33 36402047 83.41

Total

17302 4,36,44,180 100.00

m) Dematerialisation of Shares & Liquidity:

As on March 31, 2025, 43200276 Equity Shares representing 98.98% of total equity shares were held in dematerialized form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form in compliance with Regulation 31(2) of the SEBI Listing Regulations.

Liquidity:

Average Monthly Trading of the Companys Shares on BSE and NSE

Particulars

BSE NSE
Number of Trades 8,482 81,067
Number of Shares 2,34,594 25,56,287

n) Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion date and likely impact on equity: Not Applicable o) Commodity price risk or foreign exchange risk and hedging activities: Market driven. (For detailed information on foreign exchange risk and hedging activities, please refer to notes to Financial Statements.) p) Plant Locations: Chemical Plants-

(i) Plot No. 6310, IV Phase, GIDC Industrial Estate, Vapi, Gujarat - 396 195.

(ii) Plot No. D-17, MIDC Tarapur Boisar Industrial Area Boisar, Palghar – 401506.

Solar Power Plant–

1) 1.20 MWp Rooftop Solar Power Plant with Lucas TVS Limited situated at Padi, Chennai-600 050, India.

2) 1 MWp Rooftop Solar Power Plant with Asahi India Glass Limited situated at Plot No.F-76 to 81,SIPCOT Industrial Part, Irungattukottai, Sriperumbudur, District – Kancheepuram, Tamil Nadu – 602 117.

3) 480 KWp Rooftop Solar Power Plant with TRIL Infopark Limited situated at Ramanujan IT City, Rajiv Gandhi Salai (OMR), Taramani, Chennai – 600 113.

4) 30 MW Solar Power Plant at Ahilyadevi Nagar, Maharashtra.

5) 1001.7 KWp Rooftop Solar power Plant with Kajaria Ceramics limited situated at 19 Km stone, Village Gailpur, Bhiwadi-Alwar Road, PO Tapukara, Dt. Alwar (Raj)-301707.

6) 1.1 MWp Ground Mounted Solar Plant situated at Andur, taluka Tuljapur District Osmanabad for captive consumption for Tarapur Plant.

7) 4 MWp Ground Mounted Solar Plant at Village Kombhalne, Talkole, Dist. Ahmednagar, Maharashtra, 445109 for captive consumption for Tarapur Plant. q) Address for Correspondence :

BHAGERIA INDUSTRIES LIMITED

OfficeNo. 1002, 10 th Floor, Topiwala Centre, Off S. V. Road, Goregaon [West], Mumbai – 400 062. E-mail : info@bhageriagroup.com Telephone No. 022 40436666 r) Credit Rating :

The details of credit rating obtained by the Company from CARE for all its outstanding instruments, as on March 31, 2025 are enumerated below:

• Long-term Bank Facilities:- CARE A; Stable/ CARE A1

• Short-term Bank Facilities:- CARE A Stable/ CARE A1 The detailed information of credit rating is uploaded on the website of the Company, at the following web-link: https://bhageriagroup.com/ credit-ratings/

9. Other Disclosures: a) Disclosures onmateriallysignificantrelated party transactions that may have potential conflict with the interests of listed entity at large: There have been nomateriallysignificantrelated party transactions, monetary transactions or relationships between the Company and its directors, the Management, or relatives. None of the transactions with any of the related parties were in conflict with the interests of the Company. b) Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years; Not Applicable c) Details of establishment of vigil mechanism/ whistle blower affirmation that policy, and no personnel had been denied access to the audit committee; Pursuant to Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations the Company has adopteda Vigil Mechanism/ Whistle Blower Policy. The Company believes in professionalism, transparency, integrity and ethical behaviour and had thus established a ‘Whistle Blower Policy to facilitate employees to report concerns of any unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. No person has been denied access to the Audit Committee.

d) Dividend Distribution Policy Regulation 43A of the SEBI Listing Regulations As required, the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company at https://bhageriagroup.com/wp-content/ uploads/2025/03/7.-Dividend-Distribution-Policy.pdf e) Details of compliance with discretionary requirements All mandatory requirements of the SEBI Listing Regulations have been complied with by the Company. The status of compliance with the discretionary requirements, as stated under Part E of Schedule II to the SEBI Listing Regulations are as under:

The Board:

(i) A non-executive chairperson may be entitled to maintain a chairpersons office at the listed entitys expense and also allowed reimbursement of expenses incurred in performance of his/her duties. Not Applicable since the Company has an Executive Chairman. (ii) The listed entities ranked from 1001 to 2000 as per the list prepared by recognized stock exchanges in terms of sub-regulation (2) of regulation 3 shall endeavour to have atleast one woman independent director on its board of directors. The Company has a Woman Independent Director on its Board.

Shareholders Rights:

A half-yearly declaration of financial performance significant events in including summary of the last six-months, may be sent to each household of shareholders The Company will endeavour to send half yearly communication to the shareholders

Modified opinion(s) in the Audit Report:

The listed entity may move towards a regime of financial statements with unmodified audit opinion. The Company is in the regime ofunmodified audit opinion

Separate posts of Chairman and the Managing Director or the Chief Executive

Officer:

The listed entity may appoint separate persons to the post of the Chairperson and the Managing

Director or the Chief Executive the Chairperson shall –(a) be a non-executive director; and

(b) not be related to the Managing Director or the Chief Executive Officer as per the definitionof the term "relative" defined under the Companies Act, 2013 The Company has a Separate post of

Chairman & Managing Director but the

Chairman is an Executive Director and is related to Managing Director.

Reporting of Internal Auditor:

The internal auditor may report directly to the audit committee. - The Internal Auditor directly reports to Audit Committee.

Independent Directors

The independent directors of top 2000 listed entities as per market capitalization shall endeavour to hold at least two meetings in a financial year, without the presence of non-independent directors and members of the management and all the independent directors shall endeavour to be present at such meetings – The Independent Directors of the Company have held 2 meetings during the financial year 2024-25.

Risk Management

Listed entities ranked from 1001 to 2000 in the list prepared by recognized stock exchanges in terms of sub-regulation (2) of regulation 3 may constitute a risk management committee with the composition, roles and responsibilities specified in regulation 21. The

Company has in place a Risk Management Committee of the Board f) web link where policy for determining ‘material subsidiaries is disclosed: https://bhageriagroup. com/company-policies/ g) web link where policy on dealing with related party transactions: https://bhageriagroup.com/ company-policies/ h) disclosure of commodity price risks and commodity hedging activities: Market Driven i) Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32

(7A):

The Company has not raised any fund through

Preferential Allotment or Qualified Institutions Placement as specified under regulation 32

(7A) of the SEBI Listing Regulations, during the financial year ended March 31, 2025. j) a certificate from GMJ &Associates, Company

Secretaries has been obtained, certifying that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority. k) where the board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year, the same to be disclosed along with reasons thereof: Not Applicable l) Total fees for all services paid by the Company and its subsidiary, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part: as per Note no. 39(a) of financials. m) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: a. Number of complaints filed during the financial year-Nil b. Number of complaints disposed of during the financial year-Nil c. Number of complaints pending as on end of the financial year-Nil n) Disclosure Loans and advances to entities in which directors are interested: The Company has given loans and advances in the nature of loans to its Subsidiaries Company . as disclosed in Note

No. 7 of the standalone financial statements o) Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries: As on March 31, 2025 the Company does not have any Material Subsidiary.

10. Non-Compliance of any requirement of Corporate

Governance Report of sub-paras (2) To (10) of para C of Corporate Governance Report of Schedule V Annual Report of SEBI Listing Regulations: NONE

11. Disclosure to the extent to which the discretionary requirements as specified in Part E of Schedule II have been adopted: As per Details Given under the Heading "Other Disclosures".

12. Disclosures of the Compliance with Corporate

Governance requirements specified in Regulation

17 to 27 and Clauses (b) to (I) of sub-regulation (2) of Regulation 46 shall be made in the Section on Corporate Governance of the Annual Report:

The Company has complied with the Corporate

Governance Requirements specified in Regulation

17 to 27 and in accordance with Regulation 46(2) of SEBI Listing Regulations, required information has been hosted on the Companys website www. bhageriagroup.com

13. Code of Conduct:

The Company has adopted a Code of Conduct for the Directors, Senior Management Personnel and Employees of the Company. The members of the Board and Senior Management of the Company have on compliance with the submittedtheiraffirmation code for the effective period. The Declaration by the Chairman to that effect forms part of this Report.

14. CEO / CFO Certification:

The Chairman and Chief Financial Officer (CFO) have issued certificate as specified in Regulation 17(8) of SEBI Listing Regulations, for the financial year ended March 31, 2025. The Certificate is annexed to this

Report.

15. Auditors Certificate on Corporate Governance:

The Company has obtained a Certificate from

Auditors of the Company regarding compliance with the provisions relating to the corporate governance laid down in the SEBI Listing Regulations. This

Certificate is annexed to the Report.

16. Disclosures with respect to demat suspense account / unclaimed suspense account

In accordance with the requirements of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January, 2022, the Company has opened a Suspense Escrow Demat Account with the DP for transfer of shares lying unclaimed for more than 120 days from the date of issue of Letter of Confirmation to the shareholders in lieu of physical share certificate(s), to enable them to make a request to

DP for dematerialising their shares.

During the year under review, 2000 shares have been transferred to Suspense Escrow Demat Account.

17. Disclosure of certain types of agreements binding listed entities: Not Applicable 18. Declaration: All the members of the Board and Senior Management Personnel of the Company have affirmed due observation of the code of the conduct, framed pursuant to Regulation 26(3) of SEBI Listing Regulations with Stock Exchange is so far as it is applicable to them.

For and on behalf of the Board of Directors
BHAGERIA INDUSTRIES LIMITED

Registered Office:

1002, Topiwala Centre,
Off S. V. Road, Goregaon [West], SURESH BHAGERIA
Mumbai -400062. CHAIRMAN

Date: May 17, 2025

(DIN: 00540285)

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