Bulkcorp International Ltd Directors Report

1. FINANCIAL RESULTS:

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

Total revenue from operations for Financial Year 202425 is Rs. 6038.40 Lakhs compared to the total revenue from operations of Rs. 4516.55 Lakhs of previous Financial Year. The Company has incurred profit before tax for the Financial Year 202425 of Rs. 477.55 Lakhs as compared to Profit before tax of Rs. 474.56 Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year 202425 is Rs. 352.13 Lakhs as against Net Profit after tax of Rs. 350.18 Lakhs of previous Financial Year.

The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 202425 there was no changes in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN:

The Authorised Equity Share Capital of the Company as on 31^st March, 2025 is Rs. 7,75,00,000/ (Rupees Seven Crores and SeventyFive Lakhs Only) divided into 77,50,000 (SeventySeven Lakhs and Fifty Thousand) Equity Shares of Rs. 10/ (Rupees Ten Only) each.

During the Year, Company has increased its Authorised Share Capital from the existing Rs. 7,70,00,000/ (Rupees Seven Crores and Seventy Lakhs Only) divided into 77,00,000 Equity Shares of Rs. 10/ each to Rs. 7,75,00,000/ (Rupees Seven Crores and SeventyFive Lakhs Only) divided into 77,50,000 Equity Shares of Rs. 10/ in Extra Ordinary General Meeting held on 7^th June, 2024.

The Paidup Equity Share Capital of the Company as on 31^st March, 2025 is Rs. 7,51,40,640/ (Rupees Seven Crores FiftyOne Lakhs Forty Thousand Six Hundred and Forty Only) divided into 75,14,064 (SeventyFive Lakhs Fourteen Thousand and SixtyFour) Equity Shares of Rs. 10/ (Rupees Ten Only).

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 202425 (Previous Year Nil).

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to Profit and Loss account of the Company under Reserves and Surplus (i.e. Other Equity).

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There is no significant material order passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

During the year under the review, the Board of Directors met 10 (Ten) times viz. 10^th May, 2024, 4^th June, 2024, 13^th June, 2024, 20^th July, 2024, 2^nd August, 2024, 6^th August, 2024, 24^th August, 2024, 5^th September, 2024, 14^th November, 2024 and 2^nd March, 2025.

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable accounting standards have been followed and there is no material departure from the same; 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 as at 31^st March, 2025 and Profit and Loss of the Company for the financial year ended on 31^st March, 2025; c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are 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.

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

The observations of the Statutory Auditor, when read together with the relevant notes to the accounts and accounting policies are selfexplanatory and do not calls for any further comment.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

The Company has not undertaken any major initiatives with respect to conservation of energy or technology absorption during the year under review. Hence, the particulars as required under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are not applicable.

Details of foreign exchange earnings or outgo during the year under review, are as follows:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a highperformance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.bulkcorpint.com.

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

During the year under review, neither the Statutory nor the Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the longterm strategic planning, etc.); Structure, composition, and role clarity of the Board and Committees; Extent of coordination and cohesiveness between the Board and its Committees; Effectiveness of the deliberations and process management; Board / Committee culture and dynamics; and Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of Independent Directors, performance of NonIndependent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and NonExecutive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the NonIndependent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For NonExecutive & Independent Directors:

Knowledge Professional Conduct

Comply Secretarial Standard issued by ICSI Duties Role and functions

b) For Executive Directors:

Performance as leader

Evaluating Business Opportunity and analysis of Risk Reward Scenarios Key set investment goal Professional conduct and integrity Sharing of information with Board. Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 202425.

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS18 which is forming the part of the notes to financial statement.

The Directors and Key Managerial Personnel of the Company are summarized below:

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

Mr. Piyush Ravishanker Bhatt and Ms. Tina Mulani, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

Financial Year ended 31^st March, 2025 has been issued with an unmodified opinion, by the Statutory Auditor.

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad, as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 202425.

The Board of Directors of our Company in its Meeting held on 20^th July, 2024, 2^nd August, 2024, 5^th September, 2024, 14^th November, 2024 and 2^nd March, 2025 in pursuance to provisions of Section 178 of the Companies Act, 2013 constituted Audit Committee:

The Board of Directors of our Company in its Meeting held on 13^th June, 2024 and 24^th August, 2024 in pursuance to provisions of Section 178 of the Companies Act, 2013 constituted Nomination and Remuneration Committee:

The Board of Directors of our Company in its Meeting held on 5^th September, 2024, in pursuance to provisions of Section 178 of the Companies Act, 2013 constituted Stakeholders Relationship Committee:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following No. of complaints received during the year:

1. Number of complaints received in the year: NIL

2. Number of complaints disposed off during the year: NIL

3. Number of cases pending as on the end of the financial year: NIL

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

According to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the Company.

During the year under review, there was no application made or proceeding pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

During the year under review, there has been no one time settlement and the valuation done while taking loan from Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

Your Directors would like to express their sincere appreciation for the cooperation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

309, Safal Prelude, Corporate Road, Off Bulkcorp International Limited Prahalad Nagar Auda, Garden, Ahmedabad, Gujarat, India 380 015