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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Directors Report of Bhagiradha Chemicals & Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Thirty Second (32^nd) Annual Report of your Company together with the audited Financial Statements for the year ended 31^st March, 2025.

Financial Highlights

The financial statements for the year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 (''Act'') and other recognized accounting practices and policies to the extent applicable. Necessary disclosures regarding Ind-AS reporting have been made under the Notes to Financial Statements. The Company''s performance during the financial year under review as compared to the previous financial year is summarized below:

Financial Results

^ In Lakhs
Particulars	Standalone		Consolidated
	Year ended 31.03.2025	Year ended 31.03.2024	Year ended 31.03.2025	Year ended 31.03.2024
Net Sales	43,635.74	40,672.07	44,047.41	40,764.82
Other income	2,047.02	480.97	927.81	267.83
Total Income	45,682.75	41,153.04	44,975.22	41,032.64
PBDIT	5,860.65	4,769.84	4,622.67	4,559.15
Depreciation	(1,193.97)	(1,096.12)	(1,386.39)	(1,097.99)
Interest	(664.12)	(768.81)	(711.31)	(768.94)
Profit Before Exceptional Items and Tax	4,002.56	2,904.91	2,524.96	2,692.22
Exceptional Items	-	-	-	-
Profit after Exceptional Items and Before Tax	4,002.56	2,904.91	2,524.96	2,692.22
Provision for tax (Incl. deferred tax)	(1,263.53)	(874.67)	(1,139.23)	(870.08)
Profit after tax	2,739.03	2,030.24	1,385.73	1,822.14
Earnings per share (EPS in ^)	2.25	1.95	1.14	1.75
Diluted (EPS in ^)	2.25	1.79	1.14	1.61

Performance Review and State of Affairs:

Standalone Performance

The revenue from operations for the FY 2024-25 was ^43,635.74 lakhs as against the previous year''s revenue from operations of ^40,672.07 lakhs in FY 2023-24. The PAT attributable to shareholders for FY 2024-25 was ^2,739.03 lakhs as compared to the previous year''s PAT of ^2,030.24 lakhs. The Profit before Tax was ^4,002.56 lakhs as against the previous year''s PBT of ^2,904.91 lakhs. The Earnings per Share stood at ^2.25 for the year under review as against ^1.95 per share of the previous year.

Consolidated Performance

The revenue from operations for the FY 2024-25 was ^44,047.41 lakhs as against the previous year''s revenue from operations of ^40,764.82 lakhs in FY 2023-24. The PAT attributable to shareholders for FY 2024-25 was ^1,385.73 lakhs as compared to the previous year''s PAT of ^1,822.14 lakhs. The Profit before Tax was ^2,524.96 lakhs as against the previous year''s PBT of ^2,692.22 lakhs. The Earnings per Share stood at ^1.14 for the year under review as against ^1.75 per share of the previous year.

Change in the nature of the business, if any:

There is no change in the nature of the business of the Company and its subsidiary during the year under review.

Dividend

The Board of Directors at its meeting held on May 28, 2025, recommended a final dividend for the year ended March 31, 2025, of ^0.15/- per equity share of face value of ^1 each (i.e. 15 %) and the same shall be paid subject to approval of the shareholders at the ensuing 32^nd Annual General Meeting during the Financial Year 2024-25. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source as per norms.

The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, August 16, 2025 to Friday. August 22. 2025 (both days inclusive) for ascertainment of shareholders eligible to receive dividend for the financial year ended March 31, 2025.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a Dividend Distribution Policy with the objective of providing clarity to its stakeholders on the profit distribution strategies of the Company. During the year, the said Policy has been reviewed by the Board of Directors of the Company and the same is hosted on the website of the Company at https://bhaeirad.com/reports/policv/ Dividend%20Distribution%20Policy25.pdf

Transfer of Un-Claimed Dividend/Shares

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. The following are the year wise dividends remaining unclaimed as on 31.03.2025:

Financial Year 2018-19	Date of Declaration of Dividend 09-08-2019	Amount as on 31.03.2025 (In ^.) 62,246.00	Due Date for transfer to IEPF 09-09-2026
2021-22 (interim dividend)	30-10-2021	7,961.80	30-11-2028
2021-22 (Final Dividend)	12-08-2022	6,134.40	12-09-2029
2022-23 (interim dividend)	04-11-2022	8,730.66	04-12-2029
2022-23 (Final Divined)	04-08-2023	8,609.40	04-09-2030
2023-24 (Final Dividend)	09-08-2024	5,411.28	09-09-2031

â¢ Transfer of unclaimed dividend to IEPF during the year under review

During the Financial Year 2024-25, no unclaimed/unpaid dividend amount was due for transfer to the Investor Education and Protection Fund, pursuant to Section 124(5) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time.

â¢ Transfer of shares to IEPF

During the Financial Year 2024-25, no shares in respect of which dividend has not been paid or claimed for seven consecutive years or more of the company were due for transfer to Investor Education and Protection Fund Authority (IEPF). in compliance with the provisions of Section 124 of the Companies Act, 2013.

The shareholders whose shares got transferred to IEPF Authority shall claim the dividends and shares from IEPF Authority by submitting an online application in the prescribed Form No. IEPF-5 available on the website at www.iepf.gov.in as per the procedure prescribed thereon.

Smt. Sharanya. M is the Nodal Officer who is appointed by the Company under the provisions of IEPF.

Transfer to reserves

The closing balance of the retained earnings of the Company for FY 2024-25, after all appropriation and adjustments stood at ^ 68,641.80 lakhs.

Preferential Issue

During the financial year 2023-24, the company has on November 17, 2023, allotted 25,61,425 Convertible Warrants of ^10/- each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company having face value of ^10/- each at a price of ^1332/- ("warrant issue price" [including the warrant subscription price (^333/- per warrant) and the warrant exercise price (^999/- per warrant)] with a premium of '' 1322/- payable in cash, aggregating up to ^341,18,18,100/- ("Total Issue Size") on a preferential basis to promoter, promoter group and non- promoter category, pursuant to approval of the members of the Company at Extraordinary General Meeting ("EGM") held on November 04, 2023 and pursuant to in-principle approval granted by BSE Limited and National Stock Exchange of India Limited (NSE).

During the year under review, upon receipt of an amount aggregating to ^ 203,59,76,985 from 56 warrant holders at the rate of ^999 per warrant (being 75% of the issue price per warrant as "Warrant Exercise Price") for 20,38,015 No. of Convertible warrants, as per the terms of issue of Warrants, the Share Allotment- Sub Committee of the Board of Directors of the Company at its meeting held on May 09, 2024, allotted 2,03,80,150 No of equity shares of face value of ^1/- each, upon exercising the option to apply for conversion to fully paid up Equity Shares of the Company by 56 warrant holders.

Further, upon receipt of an amount aggregating ^52,28,86,590 from 28 warrant holders at the rate of ^999 per warrant (being 75% of the issue price per warrant as "Warrant Exercise Price") for 5,23,410 No. of Convertible warrants, as per the terms of issue of Warrants, the Share Allotment- Sub Committee of the Board of Directors of the Company at its meeting held on January 24, 2025, considered and approved the allotment of 52,34,100 No of equity shares of face value of ^ 1/- each, upon exercising the option to apply for conversion to fully paid up Equity Shares of the Company by 28 warrant holders.

The convertible warrants allotted by the company on November 17, 2023, were converted into equity shares of the company and as on March 31, 2025, the company has no outstanding convertible warrants.

The company has no outstanding convertible securities as on March 31, 2025.

Stock Split

During the year under review, the existing equity shares of the company have undergone sub- division/ split, such that 1 (one) equity share having face value of ^10/- each, fully paid-up, was sub-divided/split into 10 equity shares having face value of ^1 /-each, fully paid- up, ranking pari-passu in all respects with effect from May 02, 2024 ("Record Date"), pursuant to the approvals received from the shareholders of the company through postal ballot by way of remote e-voting on Wednesday, April 10, 2024 (being the last date of remote e-voting).

Alteration of AOA and MOA of the company

During the year under review, the Capital Clause (Clause V) of the Memorandum of Association of the Company was altered/amended, pursuant to the split of face value of equity shares of the company

from ^10/- (Rupees Ten) each to ^1 /- (Rupee one) each, through Postal Ballot process (Postal Ballot Notice dated March 05, 2024) by way of remote e-voting. The approval of the members was received on Wednesday, April 10, 2024 (being last date of remote e-voting).

Share capital

During the year under review, the Authorized share capital of the company stood at ^15,00,00,000 (Rupees Fifteen Crores Only) divided into 15,00,00,000 (Fifteen Crores) Equity Shares having face value of ^1/- each and the paid up share capital of the Company stood at ^12,96,69,080 divided into 12,96,69,080 equity shares of ^1/- each.

During the Financial year 2023-24, the company has on November 17, 2023, allotted 25,61,425 Convertible Warrants of ^10/- each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company having face value of ^10/- each at a price of ^1332/- payable in cash, aggregating up to ^341,18,18,100/-("Total Issue Size") on a preferential basis to promoter, promoter group and non- promoter category.

Consequent to the stock split and conversion of warrants into equity shares as mentioned above, as on the date of this report, the Authorized Share Capital of the Company stood at ^15,00,00,000/-(Rupees Fifteen Crore only) divided into 15,00,00,000 (Fifteen Crore) Equity shares of ^1/- each and the issued and paid up capital of the Company increased from ^12,44,34,980 divided into 12,44,34,980 equity shares of face value of ^ 1/- each to ^12,96,69,080 divided into 12,96,69,080 equity shares of face value of ^1/- each.

Apart from the above, the company has not raised any funds or issued further shares in the form of equity during the financial year ended on March 31, 2025.

The Company has paid listing fee for the financial year 2024-25, to BSE Limited and National Stock Exchange of India Limited (NSE) where its shares are listed.

Buy Back of shares and disinvestment

The Company has not bought back any of its securities and there was no disinvestment during the Financial Year ended March 31, 2025.

Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the Financial Year ended 31^st March 2025, form part of the Annual Report.

Material changes and commitments affecting the financial position of the company between the end of the financial year and the date of the report

There are no material changes and commitments affecting financial position of the company, which occurred between the end of the financial year and the date of this report.

Management Discussion and Analysis

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management''s Discussion and Analysis is provided in a separate section and forms an integral part of this Report.

Shifting of Registered Office of the company

During the financial year under review, the Board of Directors of the company at their meeting held on January 04, 2025, approved to shift the registered office of the company from 8-2-269/S/3/A, Plot No.3, Sagar Society, Road No.2, Banjara Hills, Hyderabad, Telangana, India, 500034 to the office space owned by the company located at Unit No.1011A, Level 1, Sky One (Wing A), Prestige SkyTech, Financial District, Nanakramguda, Hyderabad, Telangana, India -500032 within the local limits of the Metro city of Hyderabad, in the state of Telangana w.e.f. January 10, 2025.

Directors The Composition of the Board of Directors as on 31.03.2025 is as under: Name Designation *Sri. Kishor Shah Chairman & Non-Executive Independent Director
Sri. Krishna Rao S V Gadepalli	Non-Executive Independent Director
Dr. G. Aruna	Non-Executive Independent Woman Director
Sri. Chandra Sekhar Singavarapu	Managing Director
Sri. Arvind Kumar Anegondi	Executive Director and Chief Executive Officer
Sri. Suresh Kumar Somani	Non-Executive - Non Independent Director
Smt. Lalitha Sree Singavarapu	Non-Executive - Non Independent Director

* Sri. Kishor Shah was appointed as the Regular Non-Executive Chairperson of the Board and the Company with effect from December 14, 2024 and Sri. Satyanarayana Raju Kanumuru ceased to be Non-Executive Independent Director (in the category of Chairman) of the company with effect from the close of business hours of December 13, 2024.

-Sri. Sudhakar Kudva ceased to be a Non-Executive Independent Director

of the company with effect from the close of business hours of 08^th August, 2024.

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 (''Act'') and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Change in Directors:

During the year under review, the second term of appointment of Sri. Sudhakar Kudva (DIN: 02410695) as an Independent Non-Executive Director of the company completed on 08^th August, 2024, and he ceased to be an Independent Non-Executive Director of the company and stood relieved from the position of Independent Non-Executive Director of the company with effect from the close of business hours of 08^th August, 2024.

During the year under review, the term of appointment of Sri. K S Raju (DIN: 00008177) as a Non-Executive Independent Director (in the category of Chairman) of the company expired with effect from the closing of business hours of December 13, 2024, and he ceased to be the director on the Board of the Company and Chairman of the Board and the company with effect from the closing of business hours of December 13, 2024.

Further during the year under review, Sri. Kishor Shah (DIN: 00193288), Non-Executive Independent Director of the Company, was appointed as a Regular Non-Executive Chairperson of the Board and the Company with effect from December 14, 2024 till September 13, 2025.

Apart from the above, there was no change in the composition of Board of Directors of the company during the year under review.

After the year under review, pursuant to the recommendations of the Nomination and Remuneration committee, the Board of Directors of the company at their meeting held on May 28, 2025, considered and approved to re-appoint Sri. Kishor Shah (DIN: 00193288) as a Non-Executive Independent Director of the Company, for a second term of five consecutive years effective immediately after expiry of his current term on September 13, 2025, i.e. commencing from September 14, 2025, till September 13, 2030. His appointment is placed for approval of the members and forms part of the notice of the 32^nd Annual General Meeting.

Further, pursuant to the recommendations of the Nomination and Remuneration committee, the Board of Directors of the company at their meeting held on May 28, 2025, re-appointed Dr. G. Aruna (DIN: 08978947) as a Non-Executive Independent Woman Director of the Company, for a second term of five consecutive years effective immediately after expiry of her current term on December 03, 2025, i.e. commencing from December 04, 2025 till December 3, 2030. Her appointment is placed for approval of the members and forms part of the notice of the 32^nd Annual General Meeting.

Further, Pursuant to the recommendations of the Nomination and Remuneration committee, the Board of Directors of the company at their meeting held on May 28, 2025, considered and approved to re-appoint Mr. S. Chandra Sekhar (DIN: 00159543) as Managing Director of the Company, for a period of five consecutive years effective from June 01, 2025 to May 31, 2030. His appointment is placed for approval of the members and forms part of the notice of the 32^nd Annual General Meeting.

Pursuant to Sections 152 of the Companies Act, 2013 and the Articles of Association of the Company, Sri. Arvind Kumar Anegondi (DIN:03097192) Executive Director, of the Company, retires by rotation and being eligible, offers himself for re-appointment.

His appointment is placed for approval of the members and forms part of the notice of the 32^nd Annual General Meeting.

The information about the Directors seeking re-appointment as per the Secretarial Standards on General Meetings and Regulation 36 (3) of SEBI(LODR) Regulations, 2015, has been given in the notice convening the 32^nd Annual General Meeting.

Key Managerial Personnel (''KMP''):

During the year under review, the Company is having the following Key Managerial Personnel.

Sri. S. Chandra Sekhar, Managing Director

Sri. A. Arvind Kumar, Executive Director and Chief Executive Officer

Sri. B. Krishna Mohan Rao, Chief Financial Officer

Smt. Sharanya. M, Company Secretary & Compliance Officer

There was no change in the KMP of the company during the year under review

Meetings of the Board

During the period under review, five (5) meetings of the Board of Directors of the company were held on 24-05-2024, 02-082024, 12-11-2024, 04-01-2025, 13-02-2025, in accordance with the provisions of the Act. The date(s) of the Board Meetings and attendance by the directors are given in the Corporate Governance Report forming an integral part of this report.

The gap between any two consecutive meetings of the Board did not exceed the prescribed time as provided under the applicable provisions of the Companies Act, 2013 and the SEBI (listing Obligations and Disclosure Requirements) Regulation, 2015. The necessary quorum was present at each of the Board meetings.

The Company also adopted Governance Guidelines on Board Effectiveness which comprise the aspects relating to Composition of Board and Committees, Terms of Directors, Nomination, Appointment, Development of Directors, Code of Conduct, Effectiveness of Board and Committees, review and their mandates.

Meeting of Independent Directors

Pursuant to the SEBI (listing Obligations and Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013, the Independent Directors meeting was held on May 24, 2024 and February 13, 2025 inter-alia, to discuss evaluation of the Performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that are necessary for the Board to effectively and reasonably perform its duties.

Committees of the Board

During the period under review, five statutory committees constituted by the Board were functioning i.e. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.

Besides the above, the Board has constituted three non- statutory committees i.e. Management Committee, Rights Issue Committee and Share Allotment Sub Committee.

During the year under review, the board of directors of the company at their meeting held on August 02, 2024, dissolved the Rights Issue Committee of the Board of Directors of the company with effect from August 02, 2024, constituted for the purpose of reviewing and deciding on the matters relating to the Rights Issue of equity shares.

Declaration from Independent Directors

The Independent Directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity and possesses all the relevant expertise and experience (including proficiency).

Subsidiaries, Associates and Joint Ventures

During the year under review, the company has one Wholly Owned Subsidiary Company namely, M/s. Bheema Fine Chemicals Private Limited (CIN: U24299TG2020PTC142050).

During the year, the Board of Directors reviewed the affairs of the subsidiary from time to time. The subsidiary''s agrochemical manufacturing plant is under construction in phases at Kadechur Industrial Area, Yadgir District, Karnataka and has commenced commercial production in one of the process units.

During the year under review, the Registered Office of Bheema Fine Chemicals Private Limited shifted from 8-2-269/S/3/A, Plot No.3, Sagar Society, Road No.2, Banjara Hills, Hyderabad, Telangana, India, 500034 to Unit No.1011A, Level 1, Sky One (Wing A), Prestige SkyTech, Financial District, Nanakramguda, Hyderabad, Telangana, India - 500032 within the local limits of the city of Hyderabad, Telangana, w.e.f. February 10, 2025.

The audited consolidated financial statement of the Company prepared in accordance with the applicable Accounting Standards along with all relevant documents and the Auditor''s Report form part of this Annual Report.

No other Company is an associate/joint venture of the Company as on March 31, 2025.

A statement containing the highlights of performance of the Wholly Owned Subsidiary is given in Form AOC-1 annexed as Annexure I of this report (which also forms part of the Financial Statements).

The gist of financial performance of the Subsidiary Company is as follows.

^ In Lakhs
Particulars	31/03/2025	31/03/2024
Total Income	1,759.21	93.38
Total Expenses	2,488.56	(94.97)
Profit/ (Loss) before tax	(729.35)	(1.60)
Tax expense Reversal of taxes of earlier years	-	-
Current tax expense	-	-
Deferred tax benefit	124.30	4.59
Profit/ (loss) for the year	(605.05)	2.99

Revision of Financial Statements

There was no revision of Financial Statements (Standalone & Consolidated) and Board Reports during the year under review.

Transactions with the Related Parties

The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013, Clause (h) of sub-section (3) of section 134 of the Companies Act, 2013, Rule 8(2) of the Companies (Accounts) Rules, 2014, rules made thereof and as per the Related Party Transaction (RPT) policy of the Company during the financial year ended March 31, 2025 in prescribed Form AOC-2 are annexed to this Board''s Report at Annexure-II.

Board at their respective meetings for approval. All related party transactions entered during the year were in the ordinary course of business and on arm''s length basis. The details of the related party transactions during the year are part of the financial statements forming part of this Annual Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at https://bhaeirad.com/ corporate.html

Audit Committee

The Audit Committee comprises three members. The Committee is chaired by Sri. Krishna Rao S V Gadepalli (DIN: 08199210), Non-Executive Independent Director. A total of two-third of the Committee comprises Independent Directors. Details of the roles and responsibilities of the Audit Committee, the particulars of Meetings held and attendance of each Member at such Meetings are given in the Report on Corporate Governance, which forms part of this Annual Report.

There were no instances of any disagreement between the Committee and the Board and all recommendations of the Audit Committee made during the year under review were accepted by the Board.

Auditors and Auditors'' Report

Statutory Auditors

As per Section 139 of the Companies Act, 2013 (''the Act''), read with the Companies (Audit and Auditors) Rules, 2014, M/s. R. Kankaria & Uttam Singhi, Chartered Accountants (Firm Registration No. 000442S), Address: 6-3-1090/C-4, Raj Bhavan Road, Somajiguda, Hyderabad, 500 082, were appointed as the statutory auditors of the company at the 29^th Annual General Meeting held on 12^th August, 2022, for a term of 5 consecutive years i.e. from the conclusion of 29^th AGM in FY 2022- 2023 till the conclusion of the 34^th AGM in FY 2027- 2028. Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every annual general meeting has been omitted with effect from 7^th May, 2018. The Board of Directors is empowered to fix the remuneration of the Statutory Auditor on yearly basis.

The Statutory Audit Report for FY 2024-25, given by M/s. R. Kankaria & Uttam Singhi, Chartered Accountants (Firm Registration No. 000442S) on the financial statements of the Company for the Financial year ended March 31, 2025, is forming part of the Annual Report. The Auditors'' report does not contain any qualification, reservation or adverse remark.

Cost Auditors

As per Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the cost records are required to be audited. Based on the recommendation of the Audit Committee, your Board at its meeting held on May 28, 2025, has appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad (FRN: 000118) as cost auditors for the financial year 2025-26. A resolution seeking Members'' ratification for the remuneration payable to the Cost Auditor is being placed for members'' approval in this Annual General Meeting.

M/s. Sagar & Associates, Cost Accountants, Hyderabad have confirmed that their appointment is within limits defined under Section 139 of the Act and have also certified that they are free

Corporate Social Responsibility (CSR)

Being a socially responsible corporation remains the core value for us at Bhagiradha. We believe that growth is holistic and sustainable when it is rooted in the communities we serve. As a responsible corporate citizen, the Company actively involves in improvement of the quality of life of people in communities, giving preference to

from any disqualifications specified under Section 141 of the Act. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company. Necessary resolution seeking Member''s approval for ratification of remuneration payable to the Cost Auditor for the financial year 2025-26 is included in the Notice convening the 32^ndAnnual General Meeting.

Secretarial Auditors

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on May 24, 2024, based on the recommendation of the Audit Committee appointed Mr. Y. Ravi Prasada Reddy, (M. No: FCS 5783, CP No: 5360), Proprietor of M/s RPR & Associates, Practicing Company Secretaries, Sri Sai Sarawathi Nilayam, H.No: 5-5-33/26/A/1, Plot No. 77, Maitri Nagar, Kukatpally, Hyderabad - 500072, as the Secretarial Auditor of the Company for the Financial Year 2024-25 to undertake the secretarial audit for the financial year 2024-25.

As per Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of the company issued by M/s RPR & Associates, Practicing Company Secretaries, Sri Sai Sarawathi Nilayam, Plot No. 77, Maitri Nagar, Kukatpally, Hyderabad - 500072, for the FY 2024-25, does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report in Form MR-3 received from them is annexed as Annexure III (A).

In terms of Regulation 24(A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company has obtained the Secretarial Compliance certificate for FY 2024-25, from Mr. Y. Ravi Prasada Reddy, (M. No: FCS 5783, CP No: 5360), Proprietor of M/s RPR & Associates, Practicing Company Secretaries which is annexed as Annexure-MI(B) and forms part of the Annual Report. The same was also filed with the Stock Exchanges where the shares of the Company are listed.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has obtained a certificate from Mr. Y. Ravi Prasada Reddy, (M. No: FCS 5783, CP No: 5360), Proprietor of M/s RPR & Associates, Practicing Company Secretaries 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, which is annexed as Annexure-III (C).

As per Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of Bheema Fine Chemicals Private Limited (CIN: U24299TG2020PTC142050), unlisted material subsidiary of the company for the Financial Year 2024- 25, issued by M/s RPR & Associates, Practicing Company Secretaries, Sri Sai Sarawathi Nilayam, Plot No. 77, Maitri Nagar, Kukatpally, Hyderabad - 500072, is annexed as ''Annexure III (D)'' to this Report. The Secretarial Audit Report of unlisted material subsidiary does not contain any qualifications, reservation or adverse remark or disclaimer.

Internal Auditor:

The Board at its meeting held on May 28, 2025, based on the recommendation of the Audit Committee, re-appointed CA Sunesh Agarwal, Chartered accountant in practice, Membership No. 223768/ICAI to conduct the internal audit of the company for the financial year 2025-26.

Maintenance of Cost Records

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. Accordingly, such accounts and records were made and maintained for the financial year 2024-25.

Reporting of Fraud

During the year under review, the Statutory Auditors, Cost Auditors, Secretarial Auditors, Internal 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 Companies Act, 2013, details of which need to be mentioned in this Report.

Cyber Security Incidents, Breaches, Loss of Data or Documents

During the year under review, there were no cyber security incidents, breaches or loss of data or documents.

Credit Rating

During the year under review, India Ratings and Research (Ind-Ra) has assigned Credit Rating as follows:

Rating Agency	Facilities Rated	Amount Rated ^ in Cr	Rating Assigned	Rating Action
India Ratings Term loan and Research		17.25	IND BBB / Positive	Affirmed
(Ind-Ra) Date of	Term loan	24.00	IND BBB / Positive	Assigned
Rating-Dec 10, 2024	Fund-based working capital limit	41.50	IND BBB / Positive	Affirmed
	Fund-based working capital limit	40.00	IND BBB / Positive/IND A2	Assigned
	Non-fund-based working capital limit	42.25	IND BBB / Positive/IND A2	Affirmed
	Proposed bank facilities	8.0	IND BBB / Positive/IND A2	Assigned

local areas around its business operations. Company''s CSR efforts focus on Health, Education and Rural development. A brief outline of the Corporate Social responsibility (CSR) policy of the Company and the initiatives taken by the Company on CSR activities during the year under review are set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy adopted by the Board is available on the Company''s website at https://www.bhaeirad.com/corporate.html

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules'') are enclosed as Annexure-V to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report.

Human Resources:

The success of your Company is rooted in the enduring belief that people make all the difference. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets. Our HR practices focus on collaboration, diversity, and inclusion, fostering innovation, creativity, and driving success. We believe in collaborating across teams, departments, and with external partners, creating a culture of shared success and continuous improvement. Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees that could achieve the targeted growth in the performance of the Company.

Significant Material Orders Passed by the Regulators

There were no significant and material orders passed by any Regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year

During the year under review, no application was made nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2025.

Details of 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

No one-time settlement of loans has taken place during the year. Therefore, the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the

Banks or Financial Institutions along with the reasons thereof is not applicable.

Extract of the Annual Return

The Annual Return as on March 31, 2025 as required under Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, shall be placed on the Company''s website at https://www.bhagirad.com/.

Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee adopted a "Nomination & Remuneration Policy", which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of Companies Act, 2013.

The Nomination and Remuneration Policy adopted by the Board is available on the Company''s website at http://www.bhagirad.com

Procedure for Nomination, Appointment and Remuneration of Directors

The Nomination and Remuneration Committee (NRC) has been empowered to oversee and develop competency requirements for the Board, based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors, KMP and senior management. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations). The remuneration determined for Executive / Non-Executive Directors and KMP is subject to the recommendation of the NRC and approval of the Board of Directors.

The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company.

Evaluation of the Board

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Nomination and Remuneration Committee laid down criteria for performance evaluation of individual director(s), the board and its committee(s) as a whole. Accordingly, the Board had carried out an annual evaluation of the Directors individually and of the Board and its committees as a whole.

A structured questionnaire was prepared after taking into consideration, inputs received from the Directors, covering aspects of the Board''s functioning such as adequacy of the composition of the Board and its committees, execution and performance of specific duties, obligations and governance.

Familiarization Programme for Independent Directors

The Company has a structured Familiarization framework for its Directors. It takes due steps for familiarizing the Independent Directors including other directors with the Company''s procedures and practices, by providing them the necessary documents, reports and internal policies. Through the Familiarization Programme, the Independent Directors are briefed about their roles, responsibilities, duties, and obligations as a member of the Board and matters relating to Corporate Governance, Code of Business Conduct, Risk Management, Compliance Programs, Internal Audit, etc.

The company follows a well-structured induction programme for orientation and training of Directors at the time of their joining to provide them with an opportunity to familiarize themselves with the Company, its management, its operations and the industry in which the Company operates.

All Independent Directors of the Company are familiarised with the operations and functioning of the Company at the time of their appointment followed by a management presentation and on an ongoing basis. The Directors are provided with necessary documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices. Further, periodic presentations are made at the Board and Committee Meetings, on business and performance updates of the Company including global business environment, business strategy and risks involved.

The newly appointed Directors are also informed about the Company''s Vision, Core Purpose, Core Values and Business Operations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Directors on various matters inter-alia covering the business strategies, budgets, review of Internal Audit, risk management framework, operations of subsidiary, management structure, management development, quarterly and financial results.

Number of Meetings of the Board and its Committees

During the year under review (5) meetings of the Board of Directors of the company were held on 24-05-2024, 02-08-2024, 12-11-2024, 04-01-2025, 13-02-2025. The details of the meetings of the Board and Committees along with its composition and respective terms of reference thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

Particulars of loans, guarantees and investments

During the year under review, the Company has extended unsecured loan of an amount of ^26,674 lakhs at an interest rate of 7.25% p.a. to its wholly owned subsidiary Company namely, M/s. Bheema Fine Chemicals Private Limited. (outstanding as on March 31, 2025 was ^33,374 lakhs).

Further, during the year under review the company had extended corporate guarantee in favour of AXIS Bank Limited for the financial assistance availed by the wholly owned subsidiary company i.e. M/S. Bheema Fine Chemicals Private Limited to the tune of ^ 30Cr /- (Rupees Thirty Crore(s) Only)

As on March 31, 2025, the company has not made any investment by way of subscription to the equity share capital of M/s. Bheema Fine Chemicals Private Limited, its Wholly Owned Subsidiary Company.

Further, after the year under review, on May 14, 2025, Bheema Fine Chemicals Private Limited, Wholly Owned Subsidiary Company allotted 4,08,36,237 Equity shares of face value of ^10 each at an issue price of ^90 each (including a premium of ^80 each) of the wholly owned subsidiary by way of preferential allotment (on private placement basis) to the company upon conversion of loans extended by the company to the wholly owned subsidiary company and outstanding till that date including interest accrued to the tune of ^367.53 Crores.

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, form part of the notes to the standalone financial statements provided in this Annual Report

Apart from the above, the Company has not given any loans, guarantees or security in connection with loans or made any investments falling within the ambit of Section 185 and 186 of the Companies Act, 2013 read with rules made thereunder as amended from time to time.

Internal Financial Controls

The Company maintains an adequate and effective internal control system commensurate with its size and complexity. These have been designed to provide reasonable assurance about recording and providing reliable financial information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. The Company has established a comprehensive internal controls framework, which includes thoroughly documented policies and procedures. This framework guarantees the maintenance of precise accounting records and offers a reasonable level of confidence in the reliability of financial reporting. Additionally, it facilitates efficient monitoring of operations, protects assets from unauthorised use or loss and ensures compliance with relevant regulations.

The internal control systems provide assurance regarding the effectiveness and efficiency of operations, safeguarding of assets, reliability on financial controls and compliance with applicable laws. The Statutory and the Internal Auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of internal control systems including controls with respect to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. The Board, Audit Committee and the Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. The Audit Committee reviews the adequacy and effectiveness of internal control system and suggests improvements if any for strengthening them.

During the year under review, no material weaknesses in the design or operation of Internal Financial Control system was reported.

Risk Management

The Company has a robust Risk Management Policy which identifies and evaluates business risks and opportunities. The company recognises the importance of identifying risks and implementing mitigation plans to reduce their impact. The Company proactively

manages various business risks through mitigation strategies tailored to each risk. It constantly reviews and updates risk management policies to ensure that the business is well-positioned to navigate potential risks successfully.

The Risk Management Committee constituted by the Board has been entrusted with the responsibility to monitor and review the Risk Management Plan for the Company and report to the Board periodically. During the period under review, the Risk Management Committee met two times, reviewed the risks associated with the business of your Company, undertook its root cause analysis and monitored the efficacy of the measures taken to mitigate the same.

The Risk Management Policy adopted by the Board is available on the Company''s website at https://bhaeirad.com/corporate.html.

Deposits from Public

The Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review. There are no outstanding deposits as on 31^st March, 2025.

Conservation of energy, Technology absorption, Foreign Exchange earnings & outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - VI.

Business Responsibility and Sustainability Report

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report of your Company for FY 2024-25, describing the various initiatives undertaken from an environment, social and governance perspective during the year forms part of the Annual Report and is annexed as Annexure - VII.

Corporate Governance

The report on corporate governance for the year ended March 31, 2025, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure VIII. The certificate from practicing Chartered Accountant pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the compliance of conditions of corporate governance is attached to the report on corporate governance.

Prevention of Sexual Harassment of Women at workplace

The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") to provide a safe, secure and enabling environment, free from sexual harassment. The Policy is gender neutral. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective

of providing a safe working environment, where employees feel secure. The company is intolerant to any discrimination and harassment related issues and takes timely measures to address the grievance. The Company periodically conducts sessions for employees across the organisation to build awareness about the Policy and the provisions of POSH Act. The employees are sensitised from time to time in respect of matters connected with POSH Act.

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.

During the financial year 2024-25, no cases in the nature of sexual harassment were reported in the Company.

Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting Standards (Ind AS) pursuant to Ministry of Corporate Affairs'' notification of the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with the Indian Accounting Standards (''Ind AS'') as notified under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (''MCA'')) and relevant amendment rules issued thereafter and guidelines issued by the Securities and Exchange Board of India ("SEBI").

Secretarial Standards

During the financial year 2024-25, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

CEO & CFO Certification

Pursuant to the Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the company has obtained certificate signed by Sri. A. Arvind Kumar, Executive Director & Chief Executive Officer and Sri. B. Krishna Mohan Rao, Chief Financial Officer of the Company, certifying the accuracy of the Financial Statements for FY 2024-25, which forms part of this report.

The Chief Executive Officer and the Chief Financial Officer of the Company also provide quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

Prevention of Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished price Sensitive information, copies of the same are available on company''s website at https:// www.bhagirad.com/corporate.html.

Vigil Mechanism / Whistle Blower Policy

Your Company is committed to highest standards of professionalism, honesty, integrity, transparency and ethical behaviour. The Board of Directors had formulated a Whistle Blower Policy which is in

compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour.

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company''s Whistle Blower Policy, for the Directors and employees to report genuine concerns, report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics, to provide for adequate safeguards against victimization of persons who use such mechanism and make provisions for direct access to the Chairman of Audit Committee. The employees are free to report violations of applicable laws and regulations and the Code of Conduct and to report any suspected, alleged or actual fraud to the Audit Committee.

The mechanism under the policy has been appropriately communicated within the organisation. The Audit Committee periodically reviews the functioning and implementation of the Whistle-blower mechanism.

It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is available on the Company''s website at https://www.bhagirad.com/.

Research & Development

R&D is an integral part of our business strategy and our Company consistently leveraged its R&D proficiency in implementing agile practices which helped our Company to adapt to various business challenges and in meeting the expectations of the customers. The R&D is focused on developing non-infringing processes for products which become off-patent. We believe that augmenting our R&D capabilities is vital to our growth plans and the Company''s R&D team is constantly focused on developing non-infringing and commercially viable processes. Few products for which processes have been developed shall be commercialized in due course of time.

All the processes implemented in the manufacture of different products have been developed in-house. The R&D teams incessantly work on optimizing existing manufacturing processes aiming at reduction in cost of manufacturing and creation of intellectual property rights for the company.

Industrial/trade relations

Your Directors wish to record appreciation to the continued support and co-operation from its customers, suppliers, vendors, trade partners and all others associated with it. Your Company will continue to build and maintain a strong association with its business partners and trade associates. During the year under review, industrial relations remained cordial and stable. The directors wish to place on record their sincere appreciation for the co-operation received from employees at all levels.

Health, Safety and Environment protection

At Bhagiradha, we prioritize the safety and well-being of our employees and implement measures to create a safe workplace. The Company had adopted a strong-willed and proactive approach to avoid hazards and to safeguard its employees. A holistic approach is taken at work place for all health-related issues to achieve the aim of reducing events to a bare minimum. Our focus on health and safety helped us to avoid any events or fatalities during FY 2024-25.

The company believed that prioritizing responsible health and safety practices is imperative for ensuring long term sustainability. The company has set high standards of occupational safety at all premises. Regular assessments of health and safety practices and working conditions at all plants and offices are made to identify gaps, if any and develop corrective action plans.

Cautionary Statement

Statements in this Report, including those which relate to Management Discussion and Analysis, Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Directors'' Responsibility Statement as required under Section 134 (3)(c) & (5) of the Companies Act, 2013.

Pursuant to the requirement under Section 134 (3)(c) & 134 (5) of the Companies Act, 2013, your Directors confirm as under:

a) In the preparation of the annual accounts for the year ended March 31, 2025, 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 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 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.

Acknowledgement

The Board acknowledges and places on record its sincere appreciation to all stakeholders, customers, vendors, banks, Central and State Governments, and all other business partners, for their continued co-operation, guidance and support extended to the company. Your Directors would like to express their gratitude to the Shareholders for their continued trust and confidence. The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence and faith in the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Company''s workers and all other employees.

Mar 31, 2022

Your Directors have pleasure in presenting the Twenty Ninth (29^th) Annual Report of your Company together with the audited Financial Statements for the year ended 31^stMarch, 2022.

Financial Highlights

The Financial Statements for the year ended 31.03.2022 have been prepared in accordance with Indian Accounting Standards ("Ind AS") consequent to the Notification of the Companies (Indian Accounting Standards) Rules, 2015 issued by The Ministry of Corporate Affairs:

Financial Results - Standalone

(H in Lakhs)
Particulars	Year ended 31.03.2022	Year ended 31.03.2021
Net Sales	43,566.74	31,789.77
Other income	87.07	63.81
Total Income	43,653.81	31,853.58
PBDIT	6,919.00	4,764.12
Depreciation	(864.89)	(814.37)
Interest	(907.80)	(826.42)
Profit Before Exceptional Items and Tax	5,146.31	3,123.33
Exceptional Items	-	105.40
Profit after Exceptional Items and Before Tax	5,146.31	3,228.73
Provision for tax (Incl. deferred tax)	(1,556.06)	(882.31)
Profit after tax	3,590.26	2,346.42
Earnings per share (EPS)	43.21	28.24
Diluted (EPS)	43.21	28.24

Performance Review and State of Affairs:

The revenue from operations for the FY 2021-22 was ?43,566.74 lakhs as against the previous year''s revenue from operations of ?31,789.77 lakhs in FY 2020-21. The PAT attributable to shareholders for FY 2021-22 was ?3,590.26 lakhs as compared to the previous year''s PAT of ? 2,346.42 lakhs. The Profit before Tax was ? 5,146.31 lakhs as against the previous year''s PBT of ? 3228.73 lakhs. The Earnings per Share stood at ? 43.21 for the year under review as against ? 28.24 per share of the previous year.

The Domestic and Export Sales for the year increased by 34.04% and 47.40% respectively. Domestic Sales growth is largely driven by volume & mix and is broad based.

Change in the nature of the business, if any:

There is no change in the nature of the business of the Company and its subsidiary during the year under review.

Dividend

The Board of Directors at its meeting held on 26^th May, 2022, recommended a final dividend of ? 2.00/- per equity share of face value of ? 10/- each (i.e. 20%) and the same shall be paid subject to approval of the shareholders at the ensuing 29^th Annual General Meeting, making a total dividend of ? 3/- @ 30% per equity share for the financial year ended March 31, 2022 including an interim dividend of ? 1/- @ 10% per equity share declared earlier during the Financial Year 2021-22.

Details of Interim Dividend Paid during the year:

Particulars	Approval Date	Payment Date	Dividend per equity share
1^st Interim	30.10.2021	19-11-2021	? 1/- @ 10 %
Dividend for FY
2021-22

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, August 6, 2022 to Friday, August 12, 2022 (both days inclusive) for ascertainment of shareholders eligible to receive dividend for the financial year ended March 31, 2022.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a Dividend Distribution Policy with the objective of providing clarity to its stakeholders on the profit distribution strategies of the Company. During the year, the said Policy has been reviewed by the Board of Directors of the Company and hosted on the website of the Company at https:/www. bhagirad.com/corporate.html

Transfer of Un-Claimed Dividends/Shares

Fund ("IEPF"), constituted by the Central Government. The following are the year wise dividends remaining unclaimed as on 31.03.2022

Financial Year	Date of Declaration of Dividend	Amount as on 31.03.2022 (In ?.)	Due Date for transfer to IEPF
2014-15	08-08-2015	94,677	12-09-2022
2018-19	09-08-2019	62,246	13-09-2026
2021-22 (interim dividend)	30-10-2021	8,572	30-11-2028

â¢ Transfer of unclaimed dividend to IEPF during the year under review

Pursuant to Section 124(5) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the unclaimed/unpaid dividend amount of ? 80,886/-(Rupees Eighty Thousand Eight Hundred and Eighty-Six only) for the year 2013-14 was transferred to the Investor Education and Protection Fund during the financial year 2021-22.

â¢ Transfer of shares to IEPF

In compliance with the provisions of Section 124 of the Companies Act, 2013, the Company has transferred 3,185 no of equity shares belonging to 24 members of the company to Investor Education and Protection Fund Authority (IEPF) of those members who have not claimed the dividends for a continuous period of 7 years. Details of shares transferred to IEPF have been uploaded on the website of the Company.

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the shares (in respect of which the dividend has not been claimed for consecutive seven years) and unclaimed/ unpaid dividend pertaining for the financial year 201415 shall be transferred to the Investor Education and Protection Fund during the financial year 2022-23. The members who have not claimed their dividend are requested to claim it before September 12, 2022.

Smt. Sharanya. R is the Nodal Officer who is appointed by the Company under the provisions of IEPF.

Transfer to reserves

The closing balance of the retained earnings of the Company for FY 2021-22, after all appropriation and adjustments stood at ? 18,183.65 lakhs.

Listing on National Stock Exchange of India Limited (NSE)

The equity shares of your Company got listed on National Stock Exchange of India Limited with effect from October 18, 2021

Share capital

During the year under review, the Authorised share capital of the company was increased from ?10,00,00,000 (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares having face value of ?10/- each to ? 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares having face value of ? 10/- each with the approval of the shareholders in the EGM conducted through postal ballot on February 5,2022 and the paid up capital of the company as on 31.03.2022 stood at ? 8,30,97,000 divided into 83,09,700 equity shares of ? 10/- each. During the financial year ended on 31.03.2022, the Company has not raised any funds in the form of equity. During the FY 2021- 22, your Company has not issued any further shares. The Company has paid listing fee for the financial year 2022-23, to BSE Limited and National Stock Exchange of India Limited (NSE) where its shares are listed.

After the year under review, the Company has issued and allotted (a) 19,55,083 Equity Shares of face value of ?10.00 each at a price of ? 400.00 per Share (including a premium of ? 390.00 per Share) on 10^thMay, 2022 on Rights basis to the existing shareholders as on April 09,2022 and (b) 1,40,700 Equity Shares of face value of ? 10.00 each at a price of ? 400.00 per Share (including a premium of ? 390 per Share) on 10 May, 2022 through the same Issue under Employee Reservation Portion.

The paid up share capital of the Company thus increased from ? 8,30,97,000 divided into 83,09,700 equity shares of ? 10/- each to ? 10,40,54,830 divided into 1,04,05,483 equity shares of ? 10/- each in the current year.

Buy Back of shares and disinvestment

The Company has not bought back any of its securities and there was no disinvestment during the Financial Year ended March 31, 2022.

Consolidated Financial Statements

and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the Financial Year ended 31^st March 2022 form part of the Annual Report.

Material changes and commitments affecting the financial position of the company between the end of the financial year and the date of the report

There are no material changes and commitments affecting the financial position of the company, which occurred after the end of the financial year i.e., March 31, 2022 except for the following:

After the year under review, the Company has issued and allotted (a) 19,55,083 Equity Shares of face value of ?10.00 each at a price of ? 400.00 per Share (including a premium of ? 390.00 per Share) on 10^th May, 2022 on Rights basis to the existing shareholders as on April 09,2022 and (b) 1,40,700 Equity Shares of face value of ? 10.00 each at a price of ? 400.00 per Share (including a premium of ? 390 per Share) on 10 May, 2022 through the same Issue under Employee Reservation Portion.

The paid up share capital of the Company thus increased from ? 8,30,97,000 divided into 83,09,700 equity shares of ? 10/- each to ? 10,40,54,830 divided into 1,04,05,483 equity shares of ? 10/- each.

Impact of COVID-19

The COVID-19 has impacted lives and livelihood all around. As a good Corporate Citizen, the company pledged its support towards India''s fight against COVID-19 by lending a hand to the Government''s efforts to endure the social and economic impacts of the Coronavirus pandemic.

Your Company continually assessed and took proactive measures to counter the COVID-19 pandemic and engaged closely with its employees, partners, customers and society to promote safe operations. It worked with the Government and local regulatory bodies and supported them through various initiatives in combating the virus.

The company has implemented COVID-19 safety protocols across its operations to help protect and support its employees, customers and suppliers. It has created Standard Operating Procedures to be followed across its operations including Supply chain, Marketing and other areas. Thorough thermal scanning and sanitisation protocols continued during the year at the plant and offices. Regular Monitoring of employees for signs and symptoms through voluntary disclosure is still in place.

During the financial year ended 31.03.2022, by the second half of the year, all the functions, including sales and distribution, procurement, supply chain, logistics and corporate functions were brought to near-normal level, duly following safety guidelines and without any material adverse impact. The Company continues to make efforts to minimize adverse impact on its operations and performance due to COVID-19. Your Company is committed to support the Government and other authorities to extend its helping hand in the fight against COVID-19 pandemic.

Management Discussion and Analysis

Directors

The Composition of the Board of Directors as on 31.03.2022 is as under:

Name	Designation
Sri Satyanarayana Raju Kanumuru	Chairman, Non-Executive Independent Director
Sri Chandra Sekhar Singavarapu	Managing Director
Sri Ketan Chamanlal Budh	Whole Time Director
Sri Sudhakar Kudva	Non-Executive Independent Director
Smt Lalitha Sree Singavarapu	Non-Executive Non Independent Director
Sri G.S.V. Krishna Rao	Non-Executive Independent Director
Sri Kishor Shah	Non-Executive Independent Director
Dr G. Aruna	Non-Executive Independent Woman Director

None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (âAct'') or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Declaration from Independent Directors

The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in chemicals/ manufacturing industry, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold standards of integrity. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Board members and Senior Management and Codes under SEBI (Prohibition of Insider Trading) Regulations, 2015.

Change in Directors:

During the year under review, there was a change in the category of directorship of Sri K S Raju, (DIN: 00008177) from Non-Executive Director to Independent NonExecutive Director (in the Chairman Category) and he was appointed as a Non-Executive Independent Director (in the category of Chairman of the Company) to hold

office for a term up to 3 (three) consecutive years from December 14, 2021 to December 13, 2024.

During the year under review Sri. D. Sadasivudu, NonExecutive - Non Independent Director who was to retire by rotation, had not opted for re-appointment and retired from the Board w.e.f 10.08.2021.

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Singavarapu Lalitha Sree (DIN: 06957985), Non-Executive NonIndependent Director of the Company, retires by rotation and being eligible, offers herself for re-appointment. Her appointment is placed for approval of the members and forms part of the notice of the 29^th Annual General Meeting. The information about the Director seeking re-appointment as per the Secretarial Standards on General Meetings and Regulation 36 (3) of Listing Regulations has been given in the notice convening the 29^th AGM.

Key Managerial Personnel (âKMP''):

During the year under review, the Company is having the following persons as Key Managerial Personnel.

Sri S. Chandra Sekhar, Managing Director

Sri Ketan Chamanlal Budh, Whole time Director

Sri A. Arvind Kumar, Chief Executive Officer

Sri B. Krishna Mohan Rao, Chief Financial Officer

Smt Sharanya. R, Company Secretary & Compliance Officer*

*Smt. Sharanya. R, Company Secretary & Compliance Officer (appointed on February 26, 2022)

*During the year under review, Smt Saheli Banerjee (ACS: 44382), Company Secretary and Compliance officer had resigned w.e.f. February 25, 2022 and Smt. Sharanya. R was appointed as the Company Secretary and Compliance Officer w.e.f February 26, 2022.

Meetings of the Board

During the period under review, six meetings of the Board of Directors of the Company were held on 04-05-2021, 12-08-2021, 30-10-2021, 14-12-2021, 04-01-2022, 2901-2022, in accordance with the provisions of the Act. The date(s) of the Board Meeting and attendance by the directors are given in the Corporate Governance Report forming an integral part of this report.

The Company also adopted Governance Guidelines on Board Effectiveness which comprise the aspects relating to Composition of Board and Committees, Terms of Directors Nomination, Appointment, Development of Directors, Code of Conduct, Effectiveness of Board and Committees, review and their mandates.

Meeting of Independent Directors

A separate meeting of the Independent Directors was held on 04^th May , 2021, inter-alia, to discuss evaluation of the Performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and NonExecutive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that are necessary for the Board to effectively and reasonably perform its duties.

Committees of the Board

During the period under review, the Board has five committees i.e. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

S.No

Name of the Committee

Composition of the Committee

Highlights of duties, responsibilities and activities

Audit committee

Sri Sudhakar Kudva (C)

Sri Chandra Sekhar Singavarapu (M)

Sri Krishna Rao S V Gadepalli (M) Sri Kishor Shah (M)

All recommendations made by the audit committee during the year were accepted by the Board.

Reviewing with the management, the quarterly financial statements before submission to the Board for approval.

Approval or any subsequent modification of transactions of the Company with related parties. Reviewing with the management, the performance of statutory auditors, internal auditors, adequacy of internal control systems, etc.

Nomination and Remuneration Committee

Sri Sudhakar Kudva (C)

Sri Satyanarayana Kanumuru Raju (M)

Sri Krishna Rao S V Gadepalli (M)

The committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors.

The nomination and remuneration committee has framed the nomination and remuneration policy.

S.No	Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
3.	Corporate Social Responsibility Committee	Sri Sudhakar Kudva (C) Sri Chandra Sekhar Singavarapu (M) Smt Lalitha Sree Singavarapu (M)	To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made there under. To monitor the implementation of the CSR Policy of the Company from time to time
4.	Stakeholders Relationship Committee	Sri Krishna Rao S V Gadepalli (C) Sri Sudhakar Kudva (M) Sri Singavarapu Chandrasekhar (M)	The committee reviews and ensures redressal of investor grievances. The committee noted that all the grievances of the investors have been resolved during the year.
5.	Risk Management Committee	Sri Sudhakar Kudva (C) Sri Krishna Rao S V Gadepalli (M) Dr G Aruna (M)	Framing, implementing and monitoring the risk management framework of the Company; Identification, prioritization, mitigation and monitoring of the risk reported. Periodical review and assessing the quality, integrity and effectiveness of the risk management system.

C- Chairperson M- Member

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the corporate policies are available on the Company''s website (www.bhagirad.com). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

Name of the policy	Brief description	Weblink
Whistle-blower Policy (Policy on vigil mechanism)	The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. It also provides for adequate safeguards against victimization of employees who availed the mechanism and also provides for direct access to the Chairperson of the Audit Committee.	https://www.bhagirad.com/corporate.html
The Code of Conduct for prevention of Insider Trading and Code of fair disclousure of unpublished price sensitive information	The Company has adopted a Code of Conduct to Regulate, Monitor & Report Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as per the SEBI (Prohibition of Insider Trading) Regulation 2015, with a view to regulate trading in securities by the Directors and Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed and other certain situations. All Board of Directors and the designated employees have confirmed compliance with the Code.
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and senior management of the Company.

Name of the policy	Brief description	Weblink
Corporate Social Responsibility Policy	The policy outlines the Company''s strategy to bring about a positive impact on Society through programs relating to hunger, poverty, education, healthcare, environment etc., as per the provisions of the Companies Act, 2013.	E -M _C ai -M CD o Q O E o o â¢ "O CD â¢5 CD _C _Q â¢ â¢ â¢ to Q -M -M _C
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties
Policy on Preservation of Documents	The policy deals with the preservation of corporate records of the Company.
Policy on Determination of Materiality of Events	The Policy is to determine materiality of events or information relating to the Company and to ensure timely and accurate disclosure on all material matters concerning the Company.
Risk Management Policy	This Policy is to identify and manage threats that could severely impact organization, establish process for the management of risks faced by the organization and establish effective system of risk identification, analysis, evaluation and treatment within all areas and all levels;
Archival Policy	The policy deals with the retention and archival of corporate records of the Company.
Business Responsibility Policy	This Policy is based on principles laid down in the National Voluntary Guidelines on Social, Environmental and Economic responsibilities of a Business published by the Ministry of Corporate Affairs, towards conducting business by a company.
Policy for Determining Material Subsidiaries	This policy is framed as per requirement of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and intended to ensure that Board of Directors has overall supervision of functioning of Subsidiaries of the Company.
Policy on Board Diversity	The Company recognizes and embraces the benefits of having a diverse Board of Directors and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates.
Dividend Distribution Policy	This Policy endeavors for fairness, consistency and sustainability while distributing profits to the shareholders
Policy on Prohibition of Sexual Harassment	The policy is designed to take effective measures to avoid and to eliminate and if necessary to impose punishment for any sexual harassment at workplace.
Code of Conduct for the Directors and Senior Management	Code of conduct for the directors and senior management for discharging their duties with due diligence and care

Subsidiaries, Associates and Joint Ventures

During the year under review, the company has one Wholly Owned Subsidiary Company namely, M/s. Bheema Fine Chemicals Private Limited (CIN U24299TG2020PTC142050).

During the year, the Board of Directors reviewed the affairs of the subsidiary. The subsidiary is in its nascent stage and yet to commence commercial operations. The audited consolidated financial statement of the Company

prepared in accordance with the applicable Accounting Standards along with all relevant documents and the Auditors'' Report forms part of this Annual Report.

No other Company is an associate/joint venture of the Company as on 31^st March, 2022.

A statement containing the highlights of performance of the Wholly Owned Subsidiary is given in Form AOC-1 annexed as Annexure I of this report (which also forms part of the Financial Statements)

The gist of financial performance of the Subsidiary Company is as follows.

? In Lakhs
Particulars	31/03/2022
Total Income	-
Total Expenses	13.35
Profit/ (Loss) before tax	(13.35)
Tax expense Reversal of taxes of earlier	-
years
Current tax expense	-
Deferred tax benefit	-
Profit/ (loss) for the year	(13.35)

Revision of Financial Statements

There was no revision of Financial Statements (Standalone & Consolidated) and Board Reports during the year under review except that the financial figures are presented in lakhs for the financial year 2021-22 and the figures corresponding to the previous year are also presented in lakhs.

Transactions with the Related Parties

The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and rules made thereof and as per the Related Party Transaction (RPT) policy of the Company during the financial year ended March 31, 2022 in prescribed Form AOC-2 are annexed to this Board''s Report at Annexure-II.

Further, there are no materially significant related party transactions during the year under review with Promoters, Directors, Key Managerial Personnel and their relatives, which may have potential conflict with interest of the company at large. The related party transactions were placed before the audit committee and the Board at their respective meetings for approval. All related party transactions entered during the year were in the ordinary course of business and on arm''s length basis. The details of the related party transactions during the year are part of the financial statements forming part of this Annual Report.

Audit Committee

The Audit Committee comprises of four members. The Committee is chaired by Sri. Sudhakar Kudva, Non-Executive Independent Director. The Committee comprises of majority of Independent Directors. Details of the role and responsibilities of the Audit Committee, the particulars of Meetings held and attendance of each Member at such Meetings are given in the Report on Corporate Governance, which forms part of this Annual Report.

There were no instances of any disagreement between the Committee and the Board and all recommendations of the Audit Committee made during the year under review were accepted by the Board.

Auditors and Auditors'' Report

Statutory Auditors

M/s. S. Singhvi & Co., Chartered Accountants, Hyderabad (FRN. 003872S) were appointed as the statutory auditors of the company at the 24^th Annual General Meeting held on 26^th September, 2017 for a period of five years viz. from the conclusion of the 24^th Annual General Meeting(AGM) till the conclusion of 29^th Annual General Meeting of the company.

The Board of Directors of the Company at its meeting held on May 26, 2022, on the Recommendation of the Audit Committee, made its recommendation to the members for appointment of M/s. R. Kankaria & Uttam Singhi. Chartered Accountants, (FRN: 000442S), 6-3-1090/C-4, Raj Bhavan Road, Somajiguda, Hyderabad, 500082, as the Statutory Auditors of the Company for a term of 5 consecutive years i.e. after the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting, subject to the approval of the shareholders in the ensuing Annual general Meeting pursuant to Section 139 of the Companies Act, 2013 and rules made thereunder as amended from time to time, at a remuneration to be decided by the Board of Directors of the company from time to time.

Accordingly, a resolution, proposing the appointment of M/s. R. Kankaria & Uttam Singhi. Chartered Accountants, (FRN: 000442S), 6-3-1090/C-4, Raj Bhavan Road,

Somajiguda, Hyderabad, 500082, as the Statutory Auditors of the Company for a term of 5 consecutive years i.e. from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting, pursuant to Section 139 of the Companies Act, 2013 and rules made thereunder as amended from time to time, at a remuneration to be decided by the Board of Directors of the company from time to time, forms part of the Notice of the 29^th Annual General Meeting of the Company.

The Company has received a written consent from M/s. R. Kankaria & Uttam Singhi, Chartered Accountants to act as Statutory Auditors of the company and a certificate dated 7^th May, 2022 stating that:

a) The firm is eligible for appointment and is not disqualified for being appointed as auditors for a period of five years after the conclusion of the 29^thAGM in FY 2022-2023 till the conclusion of the 34^thAGM in FY 2027- 2028 under the Companies Act, 2013, the Chartered Accountants Act, 1949 & the rules of regulations made thereunder.

b) The proposed appointment is as per the term provided under the Companies Act, 2013.

c) The proposed appointment is within the limits laid down by / under the authority of Companies Act, 2013; and

d) There is no order or pending proceedings relating to professional matters of conduct against the firm before the Institute of Chartered Accountants of India or any competent authority or any court

The Statutory Audit Report for FY 2021-22 given by M/s. S. Singhvi & Co., Chartered Accountants (FRN. 003872S), Statutory Auditors on the financial statement of the Company for the Financial year 2021-22 is forming part of the Annual Report. The Auditors'' report does not contain any qualification, reservation or adverse remark.

Cost Auditors

As per Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the cost records are required to be audited. Based on the recommendation of the Audit Committee, your Board has appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad as cost auditors for the financial year 2022-23. A resolution seeking Member''s ratification for the remuneration payable to the Cost Auditor is being placed for members'' approval in this Annual General Meeting.

A Certificate from M/s. Sagar & Associates, Cost Accountants, Hyderabad, has been received to the effect that their appointment as Cost Auditor of the Company, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

Secretarial Auditors

The Secretarial Audit Report issued by M/s RPR & Associates, Practicing Company Secretaries, Vengala Rao Nagar, E-seva lane, S. R. Nagar, Hyderabad 500038 for the FY 2021-22 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report in Form MR-3 received from them is annexed herewith as Annexure III (A).

In terms of Regulation 24(A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company has obtained the Secretarial Compliance certificate for FY 2021-22 from Mr. Y. Ravi Prasada Reddy, (M. No: FCS 5783, CP No: 5360), Proprietor of M/s RPR & Associates, Practicing Company Secretaries which is annexed as Annexure-III(B) and forms part of the Annual Report. The same was also filed with the Stock Exchanges where the shares of the Company are listed.

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, based on the recommendation of the Audit Committee appointed Mr. Y. Ravi Prasada Reddy, (M. No: FCS 5783, CP No: 5360), Proprietor of M/s RPR & Associates, Practicing Company Secretaries, Vengala Rao Nagar, E-seva lane, S. R. Nagar, Hyderabad 500038 as the Secretarial Auditor of the Company for the Financial

Year 2022-23 to undertake the secretarial audit for the financial year 2022-23.

Reporting of Fraud

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 were not required to be mentioned in this Report.

Credit Rating

CARE Rating has upgraded the credit rating to BBB stable for long term and CARE A3 for short term borrowings of the Company from banks during the year under review.

Corporate Social Responsibility (CSR)

The Company''s CSR activities are focused on supporting socially useful programs for the welfare & Sustainable development of the society. A brief outline of the Corporate Social responsibility (CSR) policy of the Company and the initiatives taken by the Company on CSR activities during the year under review are set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) rules, 2014. The Company''s CSR efforts included COVID-19 relief activities.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (âRules'') are enclosed as Annexure-V to this Report.

Human Resources:

Your company believes that competent and committed human resources are vitally important to attain success in the organisation. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behaviour. Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees even during the COVID-19 pandemic outbreak, which have ensured uninterrupted operations and achievement of the targeted growth of the Company.

Significant Material Orders Passed by the Regulators

There were no significant material orders passed by any Regulators/Courts that would impact the going concern status of the Company and its future operations.

Proceeding under Insolvency and Bankruptcy Code, 2016

Director''s Responsibility Statement as required under Section 134 (3)(c) & (5) of the Companies Act, 2013.

Pursuant to the requirement under Section 134 (3)(c) & (5) of the Companies Act, 2013, your Directors confirm as under:

a) In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same.

b) The Directors have 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 your Company at the end of the financial year ended 31^st March, 2022.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a âgoing concern'' basis.

e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Extract of the Annual Return

The Annual Return as on March 31, 2022 as required under Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, is available on the Company''s website at https:// www.bhagirad.com/.

Nomination and Remuneration Policy

The Board has, on the recommendation of Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Nomination and Remuneration Policy adopted by the Board is available on the Company''s website at http://www.bhagirad.com

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential

candidates for appointment of Directors. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulations). The remuneration determined for Directors is subject to the recommendation of the NRC and approval of the Board of Directors.

The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company.

Evaluation of the Board

A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board. The performance of the Directors was evaluated on parameters such as level of engagement and contribution in safeguarding the interest of the Company etc.

Familiarization Programme for Independent Directors

Your Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

A handbook covering the role, functions, duties and responsibilities and the details of the compliance requirements expected from the Directors under the Act, and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were given and explained to the Directors as and when required.

The newly appointed Directors are informed about the Company''s Vision, Core purpose, Core Values and Business operations. In addition, detailed presentations are made by Senior Management Personnel on performance of the Company at every Board Meeting.

Particulars of loans, guarantees and investments

The Company has extended unsecured loan of an amount of ? 105 lakhs at an interest rate of 8.5% p.a to its wholly owned subsidiary Company namely, M/s. Bheema Fine Chemicals Private Limited during this year (the outstanding as on March 31, 2022 was ? 40.49 lakhs)

The company has made investment of an amount of ? 99 lakhs by subscribing to the equity share capital of M/s. Bheema Fine Chemicals Private Limited, its Wholly Owned Subsidiary Company.

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the standalone and consolidated financial statements provided in this Annual Report.

Apart from the above the Company has not given any loans, guarantees or security in connection with loans or made any investments falling within the ambit of Section 186 of the Companies Act, 2013 read with rules made thereunder as amended from time to time.

Internal Controls

A strong internal control framework sets the tone and serves as the foundation for the implementation of corporate governance policies and guidelines. Your Company has well-defined internal audit & control systems, which are adequately monitored. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Internal control systems are improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements.

The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control system and suggest improvements if any for strengthening them.

Risk Management

During the year, the company had constituted the Risk Management Committee pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

The Committee will periodically review and asses the quality, integrity and effectiveness of the risk management

system. During the period under review, the Audit Committee and the Board reviewed the elements of risk and the steps taken to mitigate the risks. In the opinion of the Board, there are no major elements of risk which have the potential of threatening the existence of the Company.

Deposits from Public

The Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There are no outstanding deposits as on 31^st March, 2022.

Conservation of energy, Technology absorption, Foreign Exchange earnings & outgo

Business Responsibility Report

The âBusiness Responsibility Report'' (BRR) of your Company for the year ended 31 March 2022 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure-VII to the board report

Corporate Governance

The report on corporate governance for the year ended 31^stMarch, 2022 pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure VIII. The certificate from practicing Chartered Accountant pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the compliance of conditions of corporate governance is attached to the report on corporate governance.

Prevention of the Sexual Harassment of Women at workplace

The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and of matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The company is intolerant to any discrimination and harassment related issues and takes timely measures to address the grievance. 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

During the financial year 2021-22, no complaints were received in this regard.

Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs'' notification of the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards (âInd AS'') as notified under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (âMCA'')) and relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI").

Secretarial Standards

During the FY 2021-2022, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CEO & CFO Certification

Pursuant to the Regulation 17(8) of SEBI (LO&DR) Regulation, 2015, the company has obtained certificate signed by Sri A Arvind Kumar, Chief Executive Officer and Sri. B Krishna Mohan Rao, Chief Financial Officer of the Company, certifying the accuracy of the Financial Statements for FY 2021-22, which forms part of this report.

Pursuant to the Regulation 33 (2) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has obtained certificate signed by Sri A Arvind Kumar, Chief Executive Officer and Sri. B Krishna Mohan Rao, Chief Financial Officer, certifying that the financial results for the FY 2021-22 do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading, which forms part of this report.

Prevention of Insider Trading Code

Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee.

It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is available on the Company''s website at https://www.bhagirad.com/corporate.html.

Research & Development

All the processes implemented in the manufacture of different products have been developed in-house. The R&D teams incessantly work on optimizing existing manufacturing processes for reduction in cost of manufacturing and minimization of waste and intellectual property development

Health, Safety and Environment protection

Your Company is environmentally conscious and believes in protecting the environment and building a sustainable society. It is committed to promoting healthier lives, contributing to the Communities where it operates. It accords highest priority to the health and safety of its employees, customers and other stakeholders as well as to the protection of the environment. Making operations safe and secure, by developing adequate operating procedures, safety focused culture and improving equipment are accorded utmost priority.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis, Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute âforward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Industrial/trade relations

Your Directors wish to record appreciation to the continued support and cooperation from its customers, suppliers, vendors, trade partners and all others associated with it. Your Company will continue to build and maintain a strong association with its business partners and trade

associates. During the year under review, industrial relations remained cordial and stable. The directors wish to place on record their sincere appreciation of the cooperation received from employees at all levels.

Acknowledgement

Your Directors wish to express their gratitude towards the Shareholders for their continued trust, support and

confidence. Your Directors also wish to convey their sincere gratitude to the Company''s business partners, customers, vendors and the bankers who stood by the company at all times. Your Directors place on record their appreciation towards the contribution made by the employees at all levels. The Company''s consistent growth was made possible by their hard work, solidarity, cooperation and support.

Mar 31, 2018

DIRECTORS'' REPORT

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report of your Company together with the audited statement of accounts for the year ended 31^st March, 2018.

Financial performance

The attached Financial Statements for the year ended 31.03.2018 have been prepared in accordance with Indian Accounting Standards ("Ind AS") consequent to the Notification of the Companies (Indian Accounting Standards) Rules,2015 issued by The Ministry of Corporate Affairs. The company has restated its Balance Sheet as at 01.04.2016 and financial statements for the year ended 31.03.2017, for the first time as per Ind AS.

Rs, in lakhs

Particulars	Year ended 31.03.2018	Year ended 31.03.2017
Net Sales	18330.91	20279.27
Other income	76.83	198.01
Operating profit (PBDIT)	1235.76	1332.54
Depreciation	(292.06)	(383.60)
Interest	(691.81)	(694.27)
Profit Before Exceptional Items and Tax	251.89	254.67
Exceptional Items	(827.12)	-
Profit after Exceptional Items and Tax	(575.23)	254.67
Provision for tax (Incl. deferred tax)	445.06	(155.81)
Profit after tax	(130.17)	98.86
Earning per share (EPS)	(2.09)	1.96
Diluted EPS	(2.02)	1.96

Performance review:

The Board of Directors are pleased to inform that the company has achieved a turnover of Rs,18673 Lakhs (Rs,21879 Lakhs). The net revenue from operations for the current year is Rs, 18331 Lakhs ( Rs,20279 Lakhs). The Loss before tax for the year is Rs, 575 Lakhs as against the profit of Rs,255 Lakhs during the preceding year.

Exceptional items-Fire accident impact:

During the year a fire accident occurred in the Block-III at the factory premises of the company on 20-05-2017, which caused extensive damage to the Civil structures, Plant & Equipment, Electrical Installations and stocks.The company has made an assessment of loss and lodged claim of Rs, 1693.14 Lakhs with the insurance company towards damage suffered. Insurance company has assessed the loss and released an adhoc payment of Rs, 866.03 Lakhs, pending final settlement and the company had disclosed the loss net of insurance claim received as an exceptional item in the statement of profit and loss.

However the production Block-III was commissioned successfully on 28th March, 2018.

Dividend:

Your Directors did not recommend any dividend for the financial year 2017-18.

Board Meetings:

The Board of Directors duly met 6 times during the financial year from 1^st April, 2017 to 31^st March, 2018. The meetings were held on 22^nd May 2017, 29^th August, 2017, 22^nd September, 2017, 27^th October, 2017, 04^thDecember, 2017 and 12^th February, 2018.

Directors:

In accordance with the provisions of the Companies Act, 2013, Sri D. Sadasivudu (DIN: 00017637) retires from office by rotation, and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting of the Company.

The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 has been provided in the notes to the notice convening the Annual General Meeting.

Independent Directors Declaration:

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

Evaluation of the Board''s Performance:

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

Directors'' responsibility statement:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, your Directors confirm as under:

I. In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same.

II. The Directors have 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 your Company at the end of the financial year ended 31^st March, 2018 and the loss of the Company for the year under review.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the annual accounts on a ''going concern'' basis.

V. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Management Discussion and Analysis:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report as Annexure-II.

Statutory Auditors:

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 26th September 2017appointed M/s . S. Singhvi& Co., Chartered Accounted (FRN: 003872S) as statutory auditors of the Company from the conclusion of 24th Annual General Meeting till the conclusion of 29th Annual General Meeting, covering one term of five consecutive years, subject to ratification by the members at each intervening Annual General Meeting.

In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7 May 2018, ratification of auditors'' appointment is no longer required.

The statutory audit report for the year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Cost Auditors:

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of M/s. Sagar & Associates, Cost Accountants, Hyderabad as Cost Auditors of the company for the year 2018-2019 at a remuneration of '' 75,000. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM. The Cost Audit Report for the year 2016-17 has been filed under XBRL mode within the due date.

The Cost Audit Report for the F.Y 2016-17 does not contain any qualification, reservation or adverse remark.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, The Company has appointed M/s. Naresh Tiwari & Associates, Practicing company secretaries to undertake the Secretarial Audit of the Company for the financial year 2017- 18. The Secretarial Audit Report issued in Form MR-3 is in Annexure - III to this Report.

There are no qualifications, Reservations or adverse remarks in the Secretarial Audit Report.

Share capital:

Preferential allotment:

During the year the company has issued 27,40,000 equity shares and 5,16,000 convertible warrants on preferential basis to promoter and non-promoter group each at a price of Rs,181/-(Including premium of Rs, 171/-). The paid up capital of the company has been increased from Rs,50,537,000 divided into 50,53,700 equity shares of Rs, 10/- each to Rs, 77,937,000 divided into 7,793,700 equity shares of Rs, 10/- each.

Audit Committee:

The committee comprises of Shri D. Ranga Raju, Shri Sudhakar Kudva and Shri Chandra Sekhar Singavarapu. The Chairman of the Committee is Shri Sudhakar Kudva who is a non-executive Independent Director. The Company Secretary is the Secretary to the committee. During the year under review, four (4) meetings of the audit committee were held.

Vigil mechanism:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.bhagirad.com/reports/vigil mechanism/ vigil mechanism policy link.

Stakeholder Relationship Committee:

Stakeholder Relationship Committee comprises of Shri.D. RangaRaju as Chairman and Shri Sudhakar Kudva and Shri D. Sadasivudu as members. The details of terms of reference of the Committee members, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Conservation of energy, Technology absorption, Foreign Exchange earnings & outgo:

The particulars as required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, are given to the extent applicable in the Annexure forming part of this Report enclosed as Annexure - I.

Corporate Social Responsibility (CSR):

During the year, the provisions relating to CSIR policy under of section 135 read with Schedule VII of the Companies Act, 2013, do not apply to the company. Hence, the company has not contributed towards CSR Activity.

Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as Annexure-V.

Subsidiaries, Joint ventures and Associate Companies:

During the year under review the company does not have any subsidiaries , joint ventures and associated companies. Fixed Deposits:

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding, as on the date of the Balance Sheet.

Particulars of Loans, Guarantees or Investments:

The Company has not granted any Loans, Investments, Guarantees and securities

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

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under "The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013".

During the financial year 2017-18, no complaint was received under the policy

Particulars of Employees:

During the year none of the employees has received remuneration more than the limits specified under the Section 197(12) of the Companies Act, 2013 readwith Rules 5(2) and 35(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Total no of employees in the company as on 31^st March, 2018 is 299.

Remuneration of the Directors / Key Managerial Personnel (kmp) / employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the company and Directors is furnished in MGT-9.

Listing with Stock Exchange:

The Board of Directors confirms that, the annual listing fees has been paid for the year 2018-2019 to BSE where the Company''s Shares are listed.

Dematerialization of shares:

99.52% of the company''s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2018 and balance 0.48% is in physical form.

The Company''s Registrars are M/s. XL Softech Systems Ltd., having their registered office at Plot No.3, Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

Corporate Governance and Shareholders Information:

Your Company has taken adequate steps to adhere to all the stipulations laid down in the SEBI (LODR) Regulations, 2015.

A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015, is attached to this report as Annexure - VI.

Risk and area of concern:

The company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor and non-business risks. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework.

During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the company.

Related Party Transactions:

All related party transactions are in the ordinary course of business and at arm''s length basis, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review. The Particulars of transactions during the year as AOC-2 is enclosed in Annexure - IV.

Research & Development:

R&D continues to do a good job in process development. Over the years, it has adapted to changing and difficult times, and has been contributing to the current needs of the Company by maximum utilization of its existing resources. It has endeavored to generate revenues by way of development of new products and various developments in processes.

Safety, Health, Environment and Quality:

The Company is committed to excellence in safety, health, environment and quality management. It accords the highest priority to the health and safety of its employees, customers and other stakeholders as well as to the protection of the environment. The management of your Company is focused on continuous improvement in these areas which are fundamental to the sustainable growth of the Company.

Acknowledgement:

The Directors take this opportunity to thank all the stakeholders for their support and co-operation.

For and on behalf of the Board

Date : 26.05.2018 D. Ranga Raju

Place : Hyderabad Chairman

Mar 31, 2016

DIRECTORâS REPORT

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report of your Company together with the audited statement of accounts for the year ended 31st March 2016.

Financial performance Rs, in lakhs

Particulars	Year ended 31.03.2016	Year ended 31.03.2015
Net Sales and other income	15,131	22,070
Operating profit (PBDIT)	536	1,166
Less : Depreciation	363	291
Less : Interest	702	571
Profit before tax Less : Provision for tax	-529	304
(incl. deferred tax)	-208	52
Profit after tax	-321	252
Balance brought forward from previous year	3525	3,427
Profit available for appropriation	3204	3,679
Less: Depreciation (net of deff tax) on life assets Appropriations :	â	43
Proposed dividend	-	51
Dividend tax	-	10
Transfer to general reserve	-	50
Balance carried forward to next year	3204	3,525

Performance Review :

The Board of Directors are pleased to inform that the company has achieved a turnover of Rs, 14913 Lakhs (Rs, 21783 Lakhs). The net revenue from operations for the current year was Rs, 15027 lakhs (Rs, 21963 lakhs). The loss before tax for the year is Rs, 529 lakhs as against profit of Rs, 304 lakhs during the preceding previous year.

Dividend :

Your Directors did not recommend any dividend for the financial year 2015-16.

During the year dividend amounting to Rs, 205,907/- that had not been claimed by the shareholders for the Financial years 2007-08 and 2008-09 (Interim) was transferred to the credit of Investor Education and Protection Fund as required under section 124 read with section 125 of the Companies Act, 2013.

Board Meetings :

The Board of Directors duly met 4 times during the financial year from 1^st April, 2015 to 31^st March, 2016. The meetings were held on 15^th May 2015, 8^th August, 2015, 6^th November, 2015 and 08^th February, 2016.

Directors :

In accordance with the provisions of the Companies Act, 2013, Sri. K.S Raju (DIN:00008177) retires from office by rotation, and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting of the Company.

Independent Directors Declaration :

Evaluation of the Boardâs Performance :

Directors Responsibility Statement :

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, your Directors confirm as under:

II. The Directors have 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 your Company at the end of the financial year ended 31^st March 2016 and the loss of the Company for the year under review.

IV. The Directors have prepared the annual accounts on a âgoing concern'' basis.

V. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Management Discussion and Analysis :

Statutory Auditors :

M/s. R. kankaria & Uttam Singhi, Chartered Accountants, Statutory Auditors of the Company hold office upto the conclusion of 24th Annual General Meeting, who were appointed in the 21st AGM to hold office until the conclusion of 24th AGM. Your company seeks ratification of the appointment of Statutory Auditors at the ensuing Annual General Meeting.

The Statutory Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors:

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of M/s. Sagar & Associates, Cost Accountants, as the Cost Auditors of the company for the year 2016-2017 at a remuneration of '' 75,000. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM. The Cost Audit Report for the year 2014-15 has been filed under XBRL mode within the due date.

The Cost Audit Report for the F.Y 2014-15 does not contain any qualification, reservation or adverse remark.

Secretarial Auditors :

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of M/s. Naresh Tiwari & Associates, Company Secretaries as the Secretarial Auditor for the year 2016-2017.The secretarial audit report for the F.Y 2015-16 forms part of this Report as Annexure -III.

There are no qualifications or observations or remarks made by the Secretarial Auditor in their Report.

Audit Committee :

The committee comprises of Shri D. Ranga Raju, Shri Sudhakar Kudva and Shri Chandra Sekhar Singavarapu. The Chairman of the Committee is Shri Sudhakar Kudva who is a non-executive Independent Director. The Company Secretary is the Secretary to the committee. During the year under review four (4) meetings of the audit committee were held.

Vigil mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.bhagirad.com/reports/vigil mechanism/ vigil mechanism policy link.

Stakeholder Relationship Committee :

Stakeholder Relationship Committee comprises of Shri.D. Ranga Raju as Chairman and Shri Sudhakar Kudva and Shri D. Sadasivudu as members. The details of term of reference of the Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

Internal Financial Controls:

Conservation of energy, Technology absorption, Foreign Exchange earnings & outgo :

Corporate Social Responsibility (CSR) :

During the year pursuant to the provisions of section 135 read with Schedule VII of the Companies Act, 2013 the company does not fall under the criteria of CSR Policy. Hence the company has not contributed towards CSR Activity.

Material changes effecting financial positions of the company :

No material changes have occurred and commitments made, affecting the financial position of the company, between the end of the financial year of the company and the date of this report. There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the company.

Extract of Annual Return :

Subsidiaries, Joint ventures and Associate Companies :

During the year under review the company does not have any subsidiaries and joint ventures. The company have one associate company the details are given in MGT-9 is enclosed as Annexure-IV.

Fixed Deposits :

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding, as on the date of the Balance Sheet.

Particulars of Loans, Guarantees or Investments :

The Company has not granted any Loans, Investments, Guarantees and securities.

Sexual Harassment of Women at workplace :

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under âThe Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013â.

During the financial year 2015-16, no complaint was received under the policy.

Particulars of Employees :

During the year NONE of the employees have received remuneration more than the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 35(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Remuneration ratio of the Directors / Key Managerial Personnel / employees :

Sl. No	Name	Designation	Remuneration paid F.Y 201516 Rs, lakhs	Remuneration paid F.Y 201415 Rs, lakhs	Increase in Remuneration from previous Year Rs, lakhs	Ratio/Times per Median of employee remuneration
1.	S.Chandra Sekhar	MD	38.59	38.59	-	32.15
2.	B. Murali	CFO (KMP)	30.90	30.90	-	25.75
3.	A.Arvind kumar	COO (KMP)	25.72	8.57*	-	21.4
4.	B.N.Suvarchala	CS (KMP)	3.96	0.13**	-	3.3

*Mr. A. Arvind Kumar was appointed on 1^st December, 2014. **Mrs. B.N. Suvarchala was appointed on 19^th March, 2015.

Listing with Stock Exchange:

The Board of Directors confirms that, the annual listing fees have been paid for the year 2016-2017 to BSE where the Company''s Shares are listed.

Dematerialization of shares :

98.91% of the company''s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2016 and balance 1.09% is in physical form.

The Company''s Registrars are M/s XL Softech Systems Ltd., having their registered office at Plot No.3, Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

Corporate Governance and Shareholders Information :

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement as well as SEBI (LODR) Regulations, 2015.

Risk and area of concern :

The company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor and non-business risks. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the same through a properly defined framework.

During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the company.

Related Party Transactions :

Research & Development :

R&D continues to do good job in process development. Over the years, it has adapted to changing and difficult times, and has been contributing with the current needs of the Company by maximum utilization of its existing resources. It has endeavored to generate revenues by way of development of new products and various developments in processes.

Safety, Health, Environment and Quality :

Acknowledgement

The Directors take this opportunity to thank all the stakeholders for their support and co-operation.

For and on behalf of the Board

Date : 25.05.2016 D. Ranga Raju

Place : Hyderabad. Chairman

Mar 31, 2014

The Shareholders

The Directors have pleasure in presenting the Twenty First Annual Report together with the audited accounts of the company for the year ended 31st March 2014.

Financial Results Rs in lakhs

Year ended Year ended Particulars 31.03.2014 31.03.2013

Net sales and other income 17,301 14,615

Operating profit (PBDIT) 1,129 1,010

Less: Depreciation 481 368

Less: Interest 432 351

Profit before tax 216 291

Less: Provision for tax (Incl. deferred tax) 20 94

Profit after tax 196 197

Balance brought forward from previous year 3,340 3,143

Profit available for appropriation 3,536 3,340

Appropriations:

Proposed dividend 51 -

Dividend tax 8 -

Transfer to general reserve 50 -

Balance carried forward to next year 3,427 3,340

3,427 3,340

Operations

The Board of Directors are pleased to inform that the company has achieved a turnover of Rs. 173 crores. The net revenue from operations for the current year was Rs. 17,301 lakhs (Rs. 14,615 Lakhs) The Profit before tax was Rs. 216 Lakhs as against a profit of Rs. 291 lakhs during the financial year 2012-2013.

Dividend

Your Directors are now pleased to recommend a dividend of 1/- per equity share (10% on nominal value of equity

shares of Rs.10 each) for your consideration and approval at the ensuing Annual General Meeting of the Company

During the year, dividend amounting to Rs. 81,625/- (Rupees Eighty One Thousand Six Hundred and Twenty Five only) that had not been claimed by the shareholders for the year ended 31st March, 2006, was transferred to the credit of Investor Education and Protection Fund as required under Section 205A read with Section 205C of the Companies Act, 1956.

Safety, Health and Environment

Your company has always laid great emphasis on Environment, Health, Safety (EHS) and Pollution. EHS and Pollution control responsibility is fundamental to Company''s values. As the Company is committed to become a world class company, measurable improvements in environment, health, safety and pollution aspects in relation to our products, services & operations remains our key focus. The ambient air quality and stack emissions level gets monitored with the help of third party on a monthly basis. These parties are Government recognized laboratories recognized by Ministry of Environment and Forests.

Company undertakes constant and persistent efforts to upgrade environmental performance and is putting its best efforts to augment the treatment and disposal of effluents satisfying the relevant norms of the pollution control authorities. Effluents from the plants are treated so effectively that it meets not only the legal parameters but also meets with Company''s stringent internal standards. Air emissions are effectively controlled by providing dust collectors, wet scrubbers. Waste management system provides comprehensive guidelines to monitor control & minimize generation of wastes. The company has installed Opacity Meter and VOC machine as per the norms suggested by Andhra Pradesh Pollution Control Board to provide online stack monitoring data and online odor monitoring data to the Pollution Control Board.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance are included in the Annual Report. A certificate from the auditors of the company is annexed to this report.

Director''s Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended 31st March 2014 and of the Profit of the company for the year under review.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts on a ''going concern'' basis.

In accordance with the Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, Government of India, it is hereby confirmed that proper systems are in place to ensure compliance of all laws applicable to the Company.

Industrial Relations

Industrial relations were cordial during the year. Your Directors greatly appreciate the dedicated services rendered by the employees.

Energy Conservation, Technology Absorption, Foreign Exchange Earning and Outgo

As required under section 217(1)(e) of the Companies Act, 1956 and the Rules made therein, the particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms part the Director''s Report.

Research & Development

R&D continues to do good job in Research. Over the years,

it has adopted to changing and difficult times, and has been contributing with the current needs of the Company by maximum utilization of its existing resources. It has endeavored to generate revenues by way of development new products and various developments in processes. To generate revenues through licensing of intellectual property, it has displayed different process technologies.

Directors

Shri KS Raju, Director retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

As per the notification of section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Shri D.Ranga Raju and Shri Sudhakar Kudva, Directors as Independent Directors for five consecutive years for a term upto 31st March 2019. Detail of the proposal for appointment of Shri D.Ranga Raju and Shri Sudhakar Kudva, Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 21st Annual General Meeting.

Auditors'' Report

The Auditors'' Report is clean and there are no qualifications in their Report.

Statutory Auditors

M/s R. Kankaria & Uttam Singhi, Chartered Accountants, are due to retire as Auditors of the company at the forthcoming Annual General Meeting and they being eligible, offer themselves for re-appointment. retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.

Cost Auditors

The Company had appointed M/s Sagar & Associates., Cost Accountants, to audit its cost accounting records relating to year 2012-13. The due date for filing the Cost Audit Report with the Ministry of Corporate Affairs was 27th September,2013. The Cost Audit Report was filed with Ministry of Corporate Affairs on 25th September, 2013.

The Company is seeking the ratification of the Shareholders for the appointment of M/s Sagar & Associates, Cost

Accountants as the Cost Auditors of the Company for the financial year 2014-15 vide resolution No. 7 of the Notice of AGM.

Fixed Deposits

The company has not accepted any fixed deposits and therefore, the provisions of section 58A of the Companies Act, 1956 are not applicable to the company.

Listing

The shares of your company are listed on the Stock Exchange in Mumbai. The company has paid annual listing fee for the year 2014-2015 to the BSE Limited

Particulars of Employees

During the year under review NONE of the employees have received remuneration more than the limits specified under section 217 (2A) of the Companies Act, 1956.

Corporate Governance

As required by the existing Clause 49 (VII) of the Listing Agreement entered into with the Stock Exchange, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Acknowledgement

We thank our customers, vendors, investors and bankers namely Bank of India, State Bank of India and Axis Bank Limited for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the Government of India, particularly the Ministry of Commerce, the Customs and Excise Departments, the Income Tax Department, the Ministry of Finance, the Reserve Bank of India, the state governments and other government agencies for their support, and look forward to their continued support in the future.

The company places on record its sincere gratitude to the investors and members for the imposing trust and confidence shown by them on the company.

For and on behalf of the Board

Sd/- Place : Hyderabad D. Ranga Raju Date : 28.05.2014 Chairman

Mar 31, 2013

To The Shareholders

The directors have pleasure in presenting the Twentieth annual report together with the audited accounts of the company for the year ended 31st March 2013.

Financial Results (Rs. in lakhs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Net sales and other income 14,615 6,861 Operating profit (PBDIT) 1,010 97

Less: Depreciation 368 297

Less: Interest 351 241

Profit before tax 291 (441)

Less: Provision for tax (Incl. deferred tax) 94 (159)

Net profit 197 (282)

Balance brought forward from previous year 3,143 3,425

Profit available for appropriation 3,143

- Transfer to general reserve

- Balance carried to balance sheet 3,340 3,143

Operations

The Board of Directors are pleased to inform that for the first time since its inception, the company has achived a turnover of Rs. 146 crores. The net revenue from operations for the current year was Rs. 14,615 lakhs (Rs. 6,861 Lakhs) which includes exports of Rs. 8,503 Lakhs (Rs. 4,457 lakhs). The Profit before tax was Rs. 291 Lakhs as against a loss of Rs. 441 lakhs incurred during the financial year 2011-2012.

Dividend

The Board of Directors have not recommended any dividend for the financial year ended 31st March 2013.

Pursuant to section 205A (5) of the companies Act, the company has transferred Rs. 91,205/- (Rupees Ninety One thousand Two hundred and Five only) which was lying unclaimed for a period of seven years to Investor Education and Protection Fund account established under section 205(1) of the Companies Act, 1956.

Safety, Health and Environment

Your company has always laid great emphasis on Environment, Health, Safety (EHS) and Pollution. EHS and Pollution control responsibility is fundamental to Company''s values. As the Company is committed to become a world class company, measurable improvements in environment, health, safety and pollution aspects in relation to our products, services & operations remains our key focus. The ambient air quality and stack emissions level gets monitored with the help of third party on a monthly basis. These parties are Government recognized laboratories recognized by Ministry of Environment and Forests.

Company undertakes constant and persistent efforts to upgrade environmental performance and is putting its best efforts to augment the treatment and disposal of effluents satisfying the relevant norms of the pollution control authorities. Effluents from the plants are treated so effectively that it meets not only the legal parameters but also meets with Company''s stringent internal standards. Air emissions are effectively controlled by providing dust collectors, wet scrubbers. Waste management system provides comprehensive guidelines to monitor, control & minimize generation of wastes. The company has proposed to install Opacity Meter and VOC machine as per the norms suggested by Andhra Pradesh Pollution Control Board to provide online stack monitoring data and online odor monitoring data to the Pollution Control Board.

Corporate Governance

Pursuant to clause 49 of the listing agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance are included in the Annual Report. A certificate from the auditors of the company is annexed to this report.

Director''s Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, your directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended 31st March 2013 and of the Profit of the company for the year under review.

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) the directors have prepared the annual accounts on a ''going concern'' basis.

Industrial Relations

Industrial relations were cordial during the year. Your directors greatly appreciate the dedicated services rendered by the employees.

Energy Conservation, Technology Absorption, Foreign Exchange Earning and Outgo

As required under section 217(1)(e) of the Companies Act, 1956 and the Rules made therein, the particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms part the Director''s Report.

Research & Development

R&D continues to do good job in Research. Over the years, it has adopted to changing and difficult times, and has been contributing with the current needs of the Company by maximum utilization of its existing resources. It has endeavoured to generate revenues by way of development new products and various developments in processes. To generate revenues through licensing of intellectual property, it has displayed different process technologies.

Directors

Sri D. Ranga Raju, Director and Sri Sudhakar Kudva, Director retire by rotation at the ensuing Annual General Meeting and being eligible offer themself for reappointment.

Statutory Auditors

M/s R. Kankaria & Uttam Singhi, Chartered Accountants, are due to retire as Auditors of the company at the forthcoming Annual General Meeting and they being eligible, offer themselves for re-appointment. The company has received a letter from the Auditors to this effect u/s 224 (1-B) of the Companies Act, 1956.

Cost Auditors

Pursuant to the direction from the Ministry of Corporate Affairs and section 224 (1-B) & 233B of the Companies Act, 1956 for appointment of Cost Auditors and subject to the approval from Central Government your Company has re-appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad, as the Cost Auditors for the Financial Year 2013-14.

Fixed Deposits

The company has not accepted any fixed deposits and therefore, the provisions of section 58A of the Companies Act, 1956 are not applicable to the company.

Listing

The shares of your company are listed on the Stock Exchange in Mumbai. The company has paid annual listing fee for the year 2013-2014 to the Bombay Stock Exchange.

Particulars of Employees

During the year under review NONE of the employees have received remuneration more than the limits specified under section 217 (2A) of the Companies Act, 1956.

Acknowledgement

We thank our customers, vendors, investors and bankers namely State Bank of India and Axis Bank Limited for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the Government of India, particularly the Ministry of Commerce, the Customs and Excise Departments, the Income Tax Department, the Ministry of Finance, the Reserve Bank of India, the state governments and other government agencies for their support, and look forward to their continued support in the future.

The company places on record its sincere gratitude to the investors and members for the imposing trust and confidence shown by them on the company.

For and on behalf of the Board

Place: Hyderabad D. Ranga Raju

Date :18.05.2013 Chairman

Mar 31, 2012

The directors have pleasure in presenting the Nineteenth annual report together with the audited accounts of the company for the year ended 31st March 2012.

Financial Results (Rs. in lakhs)

Year ended Year ended 31.03.2012 31.03.2011

Net sales and other income 6,861 6,000

Operating profit (PBDIT) 97 103

Less: Depreciation 297 256

Less: Interest 241 118

Profit before tax (441) (271)

Less: Provision for tax (Incl. deferred tax) (159) (279)

Net profit (282) 8

Balance brought forward from previous year 3,425 3,417

Profit available for appropriation 3,143 3,425

- Transfer to general reserve - - - Balance carried to balance sheet 3,143 3,425

Operations

The net revenue for the current year was Rs. 6,861 Lakhs (Rs. 6,000 lakhs) which includes an export income of Rs. 4,457 Lakhs (Rs. 3,688 lakhs). The Loss before tax was Rs. 441 Lakhs (Rs. 271 lakhs) a significant decline while compared to the previous year. The production during the year was 1,268 MT (834 MT).

The operation of the company was affected due to a fire accident that took place on 10th of August 2011. The entire Block 3 of the factory was destroyed due to the fire accident. The company incurred loss of human resources (2 employees), materials and machinery. The company had to close down its operation in factory for 50 days.

Despite the adverse impact, the company took steps to maintain the production level. Rigorous steps are being taken to revive the Block 3 in factory.

Dividend

The Board of Directors have not recommended any dividend for the financial year ended 31st March 2012.

Safety, Health and Environment

Your company has always laid great emphasis on Environment, Health, Safety (EHS) and Pollution. EHS and Pollution control responsibility is fundamental to Company's values. As the Company is committed to become a world class company, measurable improvements in environment, health, safety and pollution aspects in relation to our products, services & operations remains our key focus. The ambient air quality and stack emissions level gets monitored with the help of third party on a monthly basis. These parties are Government recognized laboratories recognized by Ministry of Environment and Forest.

In the entire 19 years of operation, the fire accident that took place on 10th August 2011 was the sole occurrence of an accident in the factory premises. Company conducted strength and stability studies for the civil structures damaged due to fire accident by competent authorities and recommendations were implemented. Safety audit of the entire equipment, electricals, plant and machinery inside the facility was carried out by competent authorities and recommendations were implemented. As an added safety measure, in addition to the existing safety valves, the company has installed Rupture Disc to the reactors vent system to release excess pressure. Dedicated fire hydrant system with automation is being planned in addition to existing fire hydrant system connected to cooling water line as continuous water supply to the fire hydrant line.

Taking lesson from the past, the company revisited the safety and health conditions and has taken stringent precautionary safety and health measures so as to avoid such incidents in future. A safety committee has been constituted to identify potential hazards and propose solution / alternatives to minimize / eliminate the hazards and a safety policy has been drafted and implemented. Further in a view to educate the employees and factory workers, regular internal safety trainings are being conducted to train them on safe work practices, use of firefighting equipment etc.

Company undertakes constant and persistent efforts to upgrade environmental performance and is putting its best efforts to augment the treatment and disposal of effluents satisfying the relevant norms of the pollution control authorities. Effluents from the plants are treated so effectively that it meets not only the legal parameters but also meets with Company's stringent internal standards. Air emissions are effectively controlled by providing dust collectors, wet scrubbers. Waste management system provides comprehensive guideline to monitor, control & minimize generation of wastes. The company has proposed to install Opacity Meter and Volatile Organic Compound (VOC) machine as per the norms suggested by Andhra Pradesh Pollution Control Board to provide online stack monitoring data and online odor monitoring data to the Pollution Control Board.

Corporate Governance

Pursuant to clause 49 of the listing agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance are included in the Annual Report. A certificate from the auditors of the company is annexed to this report.

Director's Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, your directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b) the directors have 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 for the financial year ended 31st March 2012 and of the Profit/Loss of the company for the year under review.

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) the directors have prepared the annual accounts on a 'going concern' basis.

Industrial Relations

Industrial relations were cordial during the year. Your directors greatly appreciate the dedicated services rendered by the employees.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo

As required under section 217(1)(e) of the Companies Act, 1956 and the Rules made therein, the particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms part the Director's Report.

Research & Development

The Company lays emphasis on Research and Development (R&D) for improvement in existing processes for better productivity and development of new products.

Over the years, continuous R & D has helped the Company to adopt to changing and difficult times and has been contributing with the current needs of the Company by maximum utilization of its existing resources. It has endeavored to generate revenues by way of development of new products such as Azoxystrobin and various developments in processes. To generate revenues through licensing of intellectual property, it has displayed different process technologies.

Directors

Sri K.S Raju, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Managing Director

The Remuneration Committee, at its meeting held on 29th May 2012 endorsed to the Board the appointment of Sri.S.Chandrasekhar, Director who is having 'hands on' experience of over eight years in the synthesis of speciality chemicals and design of chemical plants in the Chemical industry, as Managing Director of the Company with effect from 1st June, 2012 for a period of three years. Sri. S.Chandrasekhar, Director is son of Late Sri. S. Koteswara Rao, Promoter and former Managing Director of the company, who expired on 4th July, 2010. The Committee also approved payment of the same remuneration as Late Sri. S. Koteswara Rao to Sri. S. Chandrasekhar. The Board approved the appointment and remuneration payable to him, subject to approval of the Shareholders.

Statutory Auditors

M/s R. Kankaria & Uttam Singhi, Chartered Accountants, are due to retire as auditors of the company at the forthcoming Annual General Meeting and they being eligible, offer themselves for re-appointment. The company has received a letter from the auditors to this effect u/s 224 (1-B) of the Companies Act, 1956.

Cost Auditors

Pursuant to the direction from the Ministry of Corporate Affairs and section 224 (1-B) & 233B of the Companies Act, 1956 for appointment of Cost Auditors, your Board of Directors has re- appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad, as the Cost Auditor for the year ending March 31, 2013.

Fixed Deposits

The company has not accepted any fixed deposits and therefore, the provisions of section 58A of the Companies Act, 1956 are not applicable to the company.

Listing

The shares of your company are listed on the Stock Exchange in Mumbai. The company has paid annual listing fee for the year 2012-2013 to the Bombay Stock Exchange.

Particulars of Employees

During the year under review NONE of the employees have received remuneration more than the limits specified under section 217 (2A) of the companies Act.

Acknowledgement

We thank our customers, vendors, investors and bankers namely State Bank of India and Axis Bank Limited for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the Government of India, particularly the Ministry of Commerce, the Customs and Excise Departments, the Income Tax Department, the Ministry of Finance, the Reserve Bank of India, Andhra Pradesh Pollution Control Board, the state government and other government agencies for their support, and look forward to their continued support in the future.

The company places on record its sincere gratitude to the investors and members for the imposing trust and confidence shown by them on the company.

For and on behalf of the Board

Place : Hyderabad D. Ranga Raju

Date : 29.05.2012 Chairman

Mar 31, 2010

The directors have pleasure in presenting the seventeenth annual report together with the audited accounts of the company for the year ended 31st March 2010.

Financial Results

(Rs. in lakhs)

Year ended Year ended

31-03-2010 31-03-2009

Net sales and other income 9909 10469

Operating Profit (PBDIT) 935 1525

Less: Depreciation 346 278

Less: Interest 161 156

Profit Before Tax 428 1091

Less: Provision for Tax (Incl. deferred tax) 96 143

Net Profit 332 948

Balance brought forward from previous year 3086 2465

Profit available for appropriation 3417 3413

- Dividend including corporate dividend tax - 177

- Transfer to General Reserve - 150

- Balance carried to Balance Sheet 3417 3086

Dividend

The Board of Directors have not recommended any dividend for the financial year ended March 31, 2010.

Operations

The net revenue for the current year was Rs. 9909 lakhs (Rs. 10469 lakhs) which includes an export income of Rs. 7374 lakhs (Rs. 7805 lakhs). The profit before tax was Rs. 428 lakhs (Rs. 1091 lakhs) a significant reduction while compared to the previous year. The production during the year was 1880 MT (2323 MT).

The exports of chlorpyriphos fell due to severe Chinese competition. The increase in cost of raw materials and effluent treatment costs have affected the profitability.

The manufacture of chlorpyriphos which has been a long standing product for the company has been discontinued in July 2010 because of adverse market conditions. Chlorpyriphos was contributing to around 50% of the sales. The company is developing alternative products which is expected to be in the market in the next 12-18 months. The manufacture of other products are continuing.

Safety, Health and Environment

The operational and environment safety are given high priority at the manufacturing plant. Your company maintains a good record in matters of safety and health of the workers.

The directions of the Andhra Pradesh Pollution Control Board for treatment and disposal of all process wastes including the disposal of organic waste through incineration are being complied.

Corporate Governance

Pursuant to clause 49 of the listing agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance are included in the Annual Report. A certificate from the auditors of the company is annexed to this report.

Directors Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, your directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b. the directors have 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 for the financial year ended 31st March 2010 and of the profit of the company for the year under review.

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. the directors have prepared the annual accounts on a going concern basis.

Industrial Relations

Industrial relations were cordial during the year. Your directors greatly appreciate the dedicated services rendered by the employees.

Energy Conservation, Technology Absorption, Foreign Exchange Earning and Outgo

As required under section 217(1)(e) of the Companies Act, 1956 and the Rules made therein, the particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms part the Directors Report.

Directors

Your directors express their profound grief on the sad and sudden demise of Sri S. Koteswara Rao, Promoter and Managing Director of the Company on July 4, 2010 and pay tribute to his vision, inspiring leadership and the immense contribution made by him for the establishment and growth of the company. The Board places on record its appreciation of the valuable services rendered by Sri S. Koteswara Rao.

Sri S. Chandra Sekhar and Sri C.M Ashok Muni were appointed as additional directors on July 27, 2010. Sri S. Chandra Sekhar and Sri C.M Ashok Muni hold office as directors of the company up to the ensuing Annual General Meeting. Notices in writing have been received from the members of the company under section 257 of the Companies Act, 1956, conveying their intention to propose the appointment of Sri S. Chandra Sekhar and Sri C.M. Ashok Muni as directors of the company.

Your directors have reappointed Sri D. Sadasivudu as Executive Director for a further period of five years w.e.f. March 1, 2010 subject to the approval of the shareholders.

Sri K.S. Raju and Sri A. Hari Prasad directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Auditors

M/s R. Kankaria & Uttam Singhi, Chartered Accountants, are due to retire as auditors of the company at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received a letter from the auditors to this effect u/s 224 (1-B) of the Companies Act, 1956.

Fixed Deposits

The company has not accepted any fixed deposits and therefore, the provisions of section 58A of the Companies Act, 1956 are not applicable to the company.

Listing

The shares of your company are listed on the Stock Exchanges in Mumbai and Hyderabad. The Hyderabad Stock Exchange Limited has been derecognized by SEBI on 29-08-2007. Hence, the company has paid annual listing fee for the year 2010-2011 only to The Bombay Stock Exchange.

Particulars of Employees

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is furnished in the Annexure to this Report and forms part of this Report.

Acknowledgement

The Board places on record its appreciation of the valuable co-operation and continuous support extended to the company by its Bankers namely, State Bank of India and AXIS Bank Limited. The support received from the statutory organizations, esteemed customers and the members of the company is gratefully acknowledged.

For and on behalf of the Board

Place:Hyderabad D. Ranga Raju Date :27.07.2010 Chairman

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