Bharat Rasayan Ltd Directors Report

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 36th Annual Report together with the Audited Statement of Accounts of Bharat Rasayan Limited ("the Company") for the year ended March 31, 2025.

Financial Performance

The summarized standalone & consolidated results of your Company are given in the table below. (f in Lakhs)

Particulars	Standalone		Consolidated
	As at 31.03.2025	As at 31.03.2024	As at 31.03.2025	As at 31.03.2024
Total Income	1,19,903	1,06,553	1,19,903	1,06,553
Total Expenses (excluding Interest and Depreciation)	99,813	92,736	99,813	92,736
Shares of Profit/(Loss) of a Joint Venture	N.A.	N.A.	1,582	1,390
Profit before Interest, Depreciation & Tax (EBITDA)	20,090	13,817	21,672	15,207
Provision for Income Tax and deferred tax (including for earlier years)	4,409	2,781	4,409	2,781
Profit after Tax	12,510	8,161	14,092	9,551
Other Comprehensive Income	11	(24)	11	(24)
Total Comprehensive Income for the year	12,521	8,137	14,103	9,527
Earnings Per Share (EPS) [in ?]	301.07	196.40	339.14	229.86

Summary of Operations

During the year, your Companys profit after tax stood at ?12,510 Lakhs vis-a-vis ^8,161 Lakhs in the previous year, registering an increase of approx. 53.29%.

Reserves

During the year, the Company has not transferred any amount to General Reserves of the Company. Dividend

Your Directors have recommended a dividend of ?1.50 per equity share of ?10/- each for financial year 2024-25. The final dividend subject to the approval of the members at the Annual General Meeting will be paid to those members whose names appear in the Register of Members or in the records of the Depositories i.e. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial owners of the shares as at the end of business hours on the record date.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board of Directors of the Company has adopted a Dividend Distribution Policy (Policy) which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The Policy is available on the website of the Company under the Investor Relations section at https://www.bharatgroup.co.in/bharat-rasayan/images/Policy_DDP.pdf.

Financial Liquidity

Cash and Cash equivalent as at March 31, 2025 was ?5,541.37 Lakhs compared with previous year of ?3,243.49 Lakhs. The Companys working capital management is based on a well organized process of continuous monitoring and controls on Receivables, Inventories and other parameters.

Details of Board Meetings

During the year, Six (6) number of Board meetings were held, details of which are given below:

Date of the meeting	No. of Directors attended the meeting
30-05-2024	09
01-07-2024	07
08-08-2024	09
26-09-2024	08
12-11-2024	07
13-02-2025	08

Capital / Finance

As on 31st March, 2025, the issued, subscribed and paid up share capital of your Company stood at ?4,15,52,680/-, comprising 41,55,268 equity shares of ?10/- each.

Corporate Governance

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website as https://www.bharatgroup.co.in/bharat-rasayan/ images/Annual_Return_31_03_2025.pdf.

Committees of Board

The details of composition of the Committees formulated by the Board of Directors are as under:

i. Audit Committee

Sr. No. Name	Chairperson / Member
1. Shri Suresh Kumar Garg	Chairperson/Member
2. Shri Ankit Aggarwal	Member
3. Shri Rajender Prasad Gupta	Member

During the year, the Committee had met on 30.05.2024, 01.07.2024, 08.08.2024, 12.11.2024 and 13.02.2025.

ii. Nomination & Remuneration Committee
Sr. No. Name	Chairperson / Member
1. Shri Suresh Kumar Garg	Chairperson /Member
2. Shri Ankit Aggarwal	Member
3. Shri Naman Jain	Member

During the year, the Committee had met on 30.05.2024, 01.07.2024, 08.08.2024 and 13.02.2025

iii. Corporate Social Responsibility Committee
Sr. No. Name	Chairperson / Member
1. Shri Mahabir Prasad Gupta*	Chairperson/Member
2. Shri Sat Narain Gupta@	Chairperson/Member
3. Shri Rajender Prasad Gupta	Member
4. Shri Rajesh Gupta	Member

*Shri Mahabir Prasad Gupta ceased to be a Chairperson/Member the Committee w.e.f. 28.05.2025. @Shri Sat Narain Gupta joined as a Chairperson/Member of the Committee w.e.f. 29.05.2025. During the year, the Committee had met on 09.05.2024, 30.11.2024 and 13.02.2025. The Committee had approved the CSR Policy and the Budget. The CSR Policy is uploaded on Companys website. Further, the Report on CSR Activities / Initiatives is enclosed as Annexure.

iv. Stakeholders Relationship / Shareholder Grievance Committee
Sr. No. Name	Chairperson / Member
1. Shri Suresh Kumar Garg	Chairperson /Member
2. Shri Rajesh Gupta	Member
3. Shri Mahabir Prasad Gupta*	Member
4. Shri Rajender Prasad Gupta@	Member

*Shri Mahabir Prasad Gupta ceased to be a Member of the Committee w.e.f. 28.05.2025. @Shri Rajender Prasad Gupta joined as a Member of the Committee w.e.f. 29.05.2025. During the year, the Committee had met on 09.04.2024, 11.07.2024, 28.10.2024 and 13.01.2025.

v. Share Transfer Committee
Sr. No. Name	Chairperson / Member
1. Shri Mahabir Prasad Gupta*	Chairperson/Member
2. Shri Sat Narain Gupta@	Chairperson/Member
3. Shri Rajender Prasad Gupta	Member
4. Shri Rajesh Gupta	Member

*Shri Mahabir Prasad Gupta ceased to be a Member of the Committee w.e.f. 28.05.2025. @Shri Sat Narain Gupta joined as a Member of the Committee w.e.f. 29.05.2025. During the year, the Committee had met on 09.04.2024, 01.08.2024, 28.10.2024 and 13.01.2025.

vi . Committee of Directors
Sr. No. Name	Chairperson / Member
1. Shri Sat Narain Gupta	Chairperson/Member
2. Shri Mahabir Prasad Gupta	Member
3. Shri Rajender Prasad Gupta	Member

During the year, the Committee had met on 17.04.2024, 30.04.2024, 11.06.2024, 18.07.2024, 06.09.2024, 30.09.2024, 24.10.2024, 11.12.2024, 13.01.2025 and 27.02.2025. vii. Directors Responsibility Statement

Pursuant to the requirement Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) 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.

Statutory Auditors

At the 33rd AGM of the Company held on September 13, 2022, pursuant to the provisions of the Act and the Rules made thereunder, M/s. B.K.Goel & Associates, Chartered Accountants (Membership No. 082081 / Firm Registration No. 016642N), were appointed as Statutory Auditors of the Company for the initial term of five (5) consecutive years i.e. from the conclusion of the 33rd AGM till the conclusion of the 38th AGM to be held in the year 2028.

The Independent Auditors Report of M/s. B.K.Goel & Associates, Chartered Accountants, the Statutory Auditors of the Company, on the financial statements of the Company for the financial year ended 31st March, 2025, read with relevant Notes to Financial Statements are self-explanatory and do not call for any further explanation.

Cost Audit

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. M.K.Singhal & Co., Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your Company for the financial year 2024-25. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

Your Company has filed the Cost Audit Report with the Ministry of Corporate Affairs for the relevant financial year.

Secretarial Audit

Pursuant to recent amendments to Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the Company have appointed M/s A.Anand & Company, Company Secretaries (FCS: 12153, COP No: 11295) (Peer Review No: 2719/2022) as the Secretarial Auditor of the Company for a term of five years from FY 2025-26 to FY 2029-30, to conduct a Secretarial Audit of the Company and to furnish the Secretarial Audit Report, on such terms, conditions and remuneration as mentioned in explanatory statement and as may be decided by the Board of Directors of the Company (or any committee thereof ) in consultation with the Secretarial Auditors.

The report of the Secretarial Auditors is enclosed as annexure to this report. The report is selfexplanatory and do not call for any further comments. The Board of Directors recommended M/s A. Anand & Company, a peer reviewed firm as Secretarial Auditors for five years starting from FY 2025-26. A Resolution seeking their appointment is included in the Notice convening the Annual General Meeting.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report. Credit Ratings

There were no changes in the credit ratings of the Company. As on March 31, 2025, the Company had credit rating of AA- (Double "A" Minus) for long term facilities and A1+ (A One Plus) for short term facilities.

Fixed Deposits

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2025. Particulars of Loans, Guarantees or investments made during the year 2024-25 under Section 186 of the Companies Act, 2013

Particulars	Amount (? in Lakhs)
Loans Given	Nil
Guarantees Given	Nil
Surety	Nil
Investments	N.A.

Disclosure

The details in relation to the composition of Audit Committee, establishment of Vigil Mechanism for Directors and Employees, Internal Financial Controls and Directors Remuneration Policy of the Company have been given in the Corporate Governance Report forming part of this Annual Report.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companys operations in future.

Compliance with Secretarial Standards

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

Related Party Transactions

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at www.bharatgroup.co.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions are subjected to review with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations. All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is attached as Annexure.

During the year under review, there is a Material Related Party Transaction with M/s B R Agrotech Limited, in which KMP/their relatives have significant influence amounting to ^159.91 Crores which is

equivalent to 15% of turnover as per the last audited financial statements, which were at arms length basis and approved by the Audit Committee. The said transaction is being placed before the members for their approval in the ensuing Annual General Meeting. The details of Material Related Party Transaction in Form AOC-2 is appended to this Report as Annexure which forms integral part of this Report.

Updates on Fire Incident at Dahej (Gujarat)

With respect to fire occurred on 17th May, 2022, the insurance claim pertaining to material damage in Block-D of the Dahej Plant is under process, and the final claim bill is being prepared for submission to the Insurance Company/Surveyor for further processing. Additionally, the insurance claim for Loss of Profit (FLOP) will be recognized by the Company on a receipt basis.

Environment

As a responsible corporate citizen and as a chemicals manufacturer environmental safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

Details of Significant & Material Orders passed by the regulator or Courts (Updates on Order issued by National Green Tribunal (NGT))

Pursuant to the Order of the Honble National Green Tribunal (NGT) passed on 5^th April, 2024 which was pronounced on 29^th May, 2024, the Company was directed to deposit ?11.80 Crore towards Environmental Damage Compensation (EDC) with the Gujarat Pollution Control Board (GPCB) in relation to the fire incident dated 17.05.2022. In compliance, the Company has deposited the said amount under protest. The matter remains sub-judice, with an Appeal currently pending before the Honble Supreme Court.

Joint Venture

The Company i.e. Bharat Rasayan Limited (BRL) has a Joint Venture ("JV") Agreement, with Nissan Chemical Corporation (NCC), a company incorporated in Japan, and with Nissan Bharat Rasayan Private Limited, a company incorporated in India ("JV" Company) within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"), as on March 31, 2025. The joint venture is operating through a company named Nissan Bharat Rasayan Private Limited, a company incorporated in India in which BRL has 30% share and NCC has 70% share. Nissan Chemical Corporation has developed good relationship of mutual trust with Bharat Rasayan Limited. The performance of the JV is regularly reviewed by the Board, and necessary support is extended to ensure continued operational and financial growth. The Board believes that the Joint Venture remains an integral part of the Companys long-term business strategy.

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards and Regulations as prescribed by Securities and Exchange Board of India, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI "Listing Regulations") forms part of the Annual Report. The consolidated financial statements include the financial statements of its JV Company.

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements including consolidated financial statements along with the relevant documents and audited accounts of joint venture are available on the website of the Company at www.bharatgroup.co.in.

Pursuant to section 129 of the Companies Act, 2013, a statement in Form AOC-1, containing the salient features of the financial statements of the Companys joint venture is attached with the financial statements. The statement provides details of performance and financial position of the joint venture. The contribution of the joint venture to the overall performance of the company is given in the consolidated financial statements. The highlights of performance of joint venture along with its contribution to overall performance of the Company during the period are provided in form AOC-1 is annexed to Boards Report.

Business Responsibility & Sustainability Report

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, the Business Responsibility & Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective which has been forms part of this Annual Report. Human Resources

Your Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has already adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules framed thereunder. The Company has in place an Anti-Sexual Harassment Policy (Policy) in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Policy is available on Companys website at www.bharatgroup.co.in

During the financial year 2024-25, the details of complaint on sexual harassment are as follows:

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed off during the year: Nil

(c) number of cases pending for more than 90 days: Nil Disclosure on Maternity Benefit

In accordance with the Notification dated 14th July 2025 issued by the Ministry of Labour and Employment and the applicable provisions of the Maternity Benefit Act, 1961, the Company confirms that it has reviewed its internal policies and is fully compliant with the updated requirements under the law.

During the year under review, no case of maternity benefit was reported or availed by any employee of the Company.

Vigil Mechanism

Pursuant to the requirement of the Act, the Company has established vigil mechanism, a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking place in M/s Bharat Rasayan Limited for appropriate action or reporting.

Board Evaluation

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 Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI Listing Regulations").

Directors who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

A separate meeting of the Independent Directors ("Annual ID Meeting") was convened, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman.

Some of the key criteria which were being considered for performance evaluation were as follows:

• Attendance at Board or Committee Meetings;

• Contribution at Board or Committee Meetings;

• Guidance/support to Management outside Board/Committee Meetings;

• Degree of fulfilment of key responsibilities;

• Board structure and composition; and

• Effectiveness of Board process Risk Management

The Company has a well-defined risk management framework in place to identify, evaluate and monitor business risks and challenges across the Company as well as to identify new and emergent risks. The Companys success as an organisation largely depends on its ability to identify new opportunities and leverage them while mitigating the risks that arise while conducting its business.

During the year under review, the Risk Management Policy was reviewed in line with the SEBI Listing Regulations to inter alia, set up strategic policies including focus on Environmental, Social, and Governance (ESG) related risks, cyber risks, etc.

Risk Management Policy

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

Declaration by Independent Directors

During the year 2024-25, Shri Suresh Kumar Garg, Shri Ankit Aggarwal, Shri Naman Jain, Smt. Mukta Gupta and Shri Rajesh Gupta are independent Directors on the Board of your Company.

The second existing tenure of Shri Pankaj Gupta and Shri Ram Kanwar as Independent and NonExecutive Directors of the Company got completed on 30.06.2024. While the second tenure of Smt. Sujata Agarwal as an Independent and Non-Executive Director of the Company had completed on 31.08.2024.

The Independent & Non-Executive Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the Board Meeting held on 12.08.2025, Shri Upendra Singh has appointed as an Independent Director of the Company w.e.f. 1st October, 2025. Shri Upendra Singh has also given the declaration that he meets the criteria of independence u/s 149(6) of the Act and Regulation 16(1 )(b) of SEBI Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, industry experience, strategy, finance and governance, IT and digitalization, human resources, safety and sustainability, etc. and that they hold the highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

Companys Policy on Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board.

At the time of appointment, specific requirements for the position including expert knowledge expected is communicated to the appointee.

During the year under review, the Board has also reviewed the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company which were mapped with each of the Directors on the Board. The same is disclosed in the Corporate Governance Report forming part of the Annual Report.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an Independent Director if he/she meets the criteria for Independence as laid down in the Act and Rules framed thereunder, as amended and Regulation 16(1)(b) of the SEBI Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgement. Independent Directors are also expected to abide by the Code for Independent Directors as outlined in Schedule IV to the Act.

Ratio of Remuneration of Director

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company is enclosed as Annexure to the Boards Report.

Internal Financial Control

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews being made by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Secretarial Auditors Report/ Secretarial Compliance Report

The Secretarial Auditors Report do not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an annexure which forms part of this report.

In accordance with the SEBI Circular dated February 8, 2019, the Company has obtained an Annual Secretarial Compliance Report from M/s. A. Anand and Co., Practicing Company Secretary confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended 31st March, 2025.

Directors and Key Managerial Personnel

Shri Sat Narain Gupta and Shri Rajender Prasad Gupta, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Shri Kamleshwar Prasad Uniyal was re-appointed as a Whole Time Director of the Company by the Board of Directors in their meeting held on May 28, 2025 for a period from 01.07.2025 to 30.06.2027. Shri Ajay Gupta was re-appointed as a Whole Time Director of the Company by the Board of Directors in their meeting held on August 12, 2025 for a period from 26.08.2025 to 25.08.2027.

The Board in its meeting held on 12.08.2025 appointed Shri Upendra Singh as an Additional Director (Independent & Non-Executive) of the Company w.e.f. 01.10.2025 pursuant to provision of Section 161 of the Companies Act, 2013.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Rakesh Verma, Chief Financial Officer and Ms. Nikita Chadha, Company Secretary of the Company.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee meetings etc. The above criteria for evaluation was based on the Guidance Note issued by SEBI.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking

into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the lndependent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

Significant highlights, learning and action points with respect to the evaluation were discussed by the Board.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding Unpaid and Unclaimed amounts lying with Companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amount lying with the Company, as on the date of last AGM (i.e. 19.09.2024), with the Ministry of Corporate Affairs.

Insurance

The Companys Plant, Property, Equipment, Stocks, Burglary and FLOP are adequately insured under the Industrial All Risk Policy. The Company has insurance coverage for Product Liability and Commercial General Liability (CGL), Public Liability, Money, GPA and Marine (Transit) Insurance coverage. The Company has Directors and Officers Liability Policy (D&OL) to provide coverage against the liabilities arising on them.

Finance : Working Capital Facility

The Consortium Bank Members are State Bank of India, ICICI Bank Limited and HDFC Bank Limited. The Working Capital Credit facilities was up to approx. ?250 crores.

Industrial Relations

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

Disclosure requirements

As per SEBI Listing Regulations, Corporate Governance Report with Auditors Certificate thereon and Management Discussion and Analysis Report are attached, which form part of this report.

Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees was in receipt of remuneration exceeding the limit specifies in the Act and the corresponding rules except Abhishek Aggarwal, President & COO, the remuneration drawn by him during the financial year 2024-25 is referred in the table of Top-10 Employees.

Top Ten Employees in Terms of Remuneration drawn during the year 2024-25

Sr. Nq Employee Name	Desig nation	Educational Qualification	Experience (in years)	Remuneration in Fiscal 2024-25* (? in Lakhs)	Previous Employment and Designation
1. Abhishek Aggarwal	President & COO	B.Sc. (IT), PGD in Management, PGD in Plant Protection	21	254.40	Crystal Crop Protection Pvt. Limited, Delhi Vice President-Exports
2. Ajay Kumar Gupta	Director (Operations)	B.E. Chemical	41	97.13	Coromandel International Ltd - Associate Vice President
Sr. Na Employee Name	Desig nation	Educational Qualification	Experience (in years)	Remuneration in Fiscal 2024-25* (? in Lakhs)	Previous Employment and Designation
3. Mangal Rama Chandrudu	Asst. Vice President - Operations	MBA	29	64.49	Tagros Chemicals India Pvt Ltd.,Dahej/ Cuddalore -Gujarat/ Tamilnadu)- CPO Meghmani Organics Ltd.- (Ankleshwar-Gujarat) - DGM-Operations Coromandel International Ltd.(Sarigam-Gujarat)- DGM-Production
4. Prashant Yuvaraj Patil	Asstt. Vice President - Operations	B.Tech- Chemical	23	61.71	Sajjan India Ltd., AVP Neogen Chemical Ltd., Sr. GM Jubliant Life Sciences Ltd., DGM
5. Sanjay Gupta	Vice President - International Business	B.E. & MBA (International Business)	40	48.77	Spark Engg. Pvt. Limited, Sahibabad (Uttar Pradesh) General Manager- Exports
6. Kamleshwar Prasad Uniyal	Director (Operations)	Post Graduate	45	46.08	Ranbaxy Limited, (SAS Nagar Mohali) - Production Chemist Montari Industry Limited (Ropar) - Production Supervisor Rallis India Limited (Derabassi Punjab)- Production Superintendent
7. Ashok Kumar Singh	Head Engineering	B.E. (Mechanical)	10	45.48	Paushak Limited, DGM
8. Harshad Kumar Becharbhai Chaudhari	Head - Production	B.E. (Chemical)	20	42.31	Shiva Pharmachem Ltd., General Manager
9. Suresh Ramdas Patil	Head-Q.C.	M.Sc	12	41.20	Heranba Industries Ltd., Sr. Manager-Q.C.
10. Bhatt Nilay Dilip Kumar	Head - R&D	Ph.D with M.Sc. Organic Chemistry	19	40.37	GSP Crop Science Pvt. Ltd., AGM R&D

*The Remuneration includes only Gross Salary earned including leave encashment, variable incentive, fixed incentive, perquisites and profit based commission, if any, and without any statutory deductions (like, EPF, I.Tax etc.). Other reimbursement (if any like medical, petrol, driver etc.) are not included.

Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and

Outgo

(a) Conservation of Energy

Energy conservation has been an important thrust area of the management and is being continuously monitored and efforts to conserve and optimize the use of energy through improved operational methods and other means are being continued on an ongoing basis. We have persistent in our efforts to ensure reuse, recycling to the extent possible.

Wherever possible, energy conservation measures have already been implemented by your Company.

With growing concerns, there has been an exhaustive search made for means of alternative energy which may be considered for implementation in future and your Company would continue to explore alternative sources of energy in future. Sustainability is deeply rooted in all the operations of your Company.

The energy consumption and the cost of production are being kept under control.

(b) Technology Absorption and Research and Development (R&D) Technology Absorption, Adaptation & Innovation

1. The Company has no technical collaboration and the processes are carried out on the standard known technology and efforts are made to improve upon the same on an ongoing basis.

2. The Company has been in a position to cater to the requirements of customers, both Indian and foreign.

3. The Company has not imported any technology so far.

Research & Development (R&D)

1. Company have two In-house R&D facilities which are recognized by the Ministry of Science and Technology, New Delhi.

2. R&D efforts of the Company are directed towards quality assurance and improvement of existing products quality.

3. Development of new processes for products is carried out on an ongoing basis with special impetus on following aspects:

• Develop new products, if any, for contribution in growth of the Company.

• Competitive in terms of technical & commercial point of view.

• Enhanced effectiveness of products towards end use.

• More environment friendly process.

• More safe to manufacture.

4. Expenditure on R&D by Companys In-house R&D Unit: Amount (? in Lakhs)

Sr.No. Nature	Unit-I (Bahadurgarh, Haryana)	Unit-II (Dahej, Gujarat)	Total
1 CAPITAL	0.50	Nil	0.50
2 RECURRING	215.07	174.02	389.09
TOTAL	215.57	174.02	389.59

Total R&D expenditure (as % of total expenditure) : 0.38%

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was ? 37674.32 Lakhs and the total foreign exchange earned was ? 35853.49 Lakhs.

Status of Listing Fees

Listing Fees for the Financial Year 2025-26 have been duly paid to NSE, where Companys shares are listed.

Other Disclosures

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:

• Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year;

• Difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

continued support.	For and on behalf of the Board M/s Bharat Rasayan Limited
	Sd/-
	(SAT NARAIN GUPTA)
NEW DELHI,	Chairman & Managing Director
AUGUST 12, 2025	DIN: 00024660