DIRECTORS' REPORT

Your Directors have pleasure in presenting the Thirty Third (33^rd) Annual Report of your Company together with the Audited Financial Statements for the year ended March 31,2026.

Financial Highlights

The Financial Statements for the year ended March 31,2026, 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:

Performance Review and State of Affairs:

The company has achieved a year of robust business growth and sustained profitability. It has conducted its operations with consistency and resilience, effectively navigating unprecedented challenges while responding swiftly to emerging opportunities. During the year, the company recorded its highest-ever revenue from operations, marking another significant milestone in its growth journey.

Standalone Performance

The revenue from operations for the FY 2025-26 was H52,122.21 lakhs as against the previous year's revenue from operations of H43,635.74 lakhs in FY 2024-25. The PAT attributable to shareholders for FY 2025-26 was H2,623.66 lakhs as compared to the previous year's PAT of H2,739.03 lakhs. The Profit before Tax was H3,016.93 lakhs as against the previous year's PBT of H4,002.56 lakhs. The Earnings per Share stood at H2.02 for the year under review as against H2.25 per share of the previous year.

Consolidated Performance

The revenue from operations for the FY 2025-26 was H53,594.33 lakhs as against the previous year's revenue from operations

of H44,047.41 lakhs in FY 2024-25. The PAT attributable to shareholders for FY 2025-26 was H1,817.32 lakhs as compared to the previous year's PAT of H1,385.73 lakhs. The Profit before Tax was H2,110.71 lakhs as against the previous year's PBT of H2,524.96 lakhs. The Earnings per Share stood at H1.40 for the year under review as against H1.14 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 19, 2026, recommended a final dividend for the year ended March 31, 2026, of H0.15/- per equity share of face value of H1 each (i.e. 15 %) and the same shall be paid subject to approval of the shareholders at the ensuing 33^rd Annual General Meeting. In view of the changes made under the Income-tax Act, 1961/ Income-tax Act, 2025, 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 Friday, July 24, 2026, to Friday, July 31,2026 (both days inclusive) for ascertainment of shareholders eligible to receive dividend for the financial year ended March 31,2026.

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://www.bhagirad.com/wp-content/ uploads/2025/12/Dividend-Distribution-Policy25.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 date of transfer to the unclaimed dividend account, 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 31.03.2026:

• T ransfer of unclaimed dividend to IEPF during the year

under review

During the Financial Year 2025-26, no unclaimed/unpaid dividend amount was due for transfer to the Investor Education and Protection Fund, 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.

• Transfer of shares to IEPF

During the Financial Year 2025-26, 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 https://www.mca.gov.in/content/mca/global/en/home. html 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 of unclaimed dividend and underlying shares to IEPF after the year under review

The Members are informed that the unclaimed/unpaid dividend and the Underlying shares thereof pertaining to the financial year 2018-19, shall be transferred to the Investor Education and Protection Fund during the financial year 2026-27. The members who have not claimed their dividend are requested to claim it as early as possible.

In order to avoid the transfer of unclaimed dividend and underlying shares to IEPF pursuant to provisions of Section 124 of Companies Act, 2013, read with rules made thereunder, the shareholders are requested to claim their dividend before the due date i.e. 13-09-2026, by writing to the Company at cs@bhagirad.com and XL Softech Systems Limited, RTA of the company at ccare@xlsoftech. com and xlfield@gmail.com.

The complete details of the unclaimed/unpaid dividend for the financial year 2018-19 and the statement containing the details of the shareholders (name, folio number or DP ID - Client ID) whose shares are liable to be transferred to IEPF during the financial year 2026-27 are being uploaded on the Company's website at https://www.bhagirad.com/

Transfer to reserves

The closing balance of the retained earnings of the Company for FY 2025-26, after all appropriation and adjustments stood at H71,059.06 lakhs.

Share capital

During the year under review, there was no change in the share capital of the company. The Authorized share capital of the company stood at H15,00,00,000 (Rupees Fifteen Crores Only) divided into 15,00,00,000 (Fifteen Crores) Equity Shares having face value of H1/- each and the issued and paid-up share capital of the Company stood at H12,96,69,080 (Rupees Twelve Crore Ninety-Six Lakh Sixty-Nine Thousand Eighty Only) divided into 12,96,69,080 (Twelve Crore Ninety-Six Lakh Sixty-Nine Thousand Eighty Only) equity shares having face value of H1/- each.

The company has not raised any funds or issued further shares in the form of equity during the financial year ended March 31,2026.

The Company has paid listing fee for the financial year 2025-26, 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 31,2026.

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 March 31,2026, forms part of the Annual Report.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the company which occurred between the end of the financial year to which the financial statements relate and the date of the 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.

Directors

The Composition of the Board of Directors as on 31.03.2026 is as under:

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, Sri. Kishor Shah (DIN: 00193288) was re-appointed as a Non-Executive Independent Director of the Company, for a second term of five consecutive years i.e. commencing from September 14, 2025 till September 13, 2030, pursuant to the approval of the members of the company at the 32^nd Annual General Meeting (AGM) held on Friday, August 22, 2025.

Further, Dr. G. Aruna (DIN: 08978947) was re-appointed as a Non-Executive Independent Woman Director of the Company, for a second term of five consecutive years i.e. commencing from December 04, 2025 till December 3, 2030, pursuant to the approval of the members of the company at the 32^nd Annual General Meeting (AGM) held on Friday, August 22, 2025.

Further, Sri. Chandra Sekhar Singavarapu (DIN: 00159543) was re-appointed as Managing Director of the Company, for a period of five consecutive years effective from June 01, 2025, to May 31, 2030, pursuant to the approval of the members of the company at the 32^nd Annual General Meeting (AGM) held on Friday, August 22, 2025.

Pursuant to Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Sri. Suresh Kumar Somani (DIN: 00031096) Non-Executive Non-Independent 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 33^rd Annual General Meeting.

The information about the Director seeking re-appointment as per the Secretarial Standards on General Meetings and Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been given in the notice convening the 33^rd Annual General Meeting.

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

Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Sri. Suresh Kumar Somani (DIN: 00031096) Non-Executive Non-Independent 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 33^rd Annual General Meeting.

Key Managerial Personnel ('KMP'):

The Company is having the following Key Managerial Personnel as on March 31, 2026:

i. Sri. Chandra Sekhar Singavarapu, Managing Director

ii. Sri. Arvind Kumar Anegondi, Executive Director and Chief Executive Officer

iii. Sri. Ranjit Kumar Kilaru, Chief Financial Officer (w.e.f. March 01,2026)

iv. Smt. Sharanya. M, Company Secretary & Compliance Officer

During the year under review, the Board at its meeting held on February 10, 2026, took on record the retirement of Sri. B. Krishna Mohan Rao from the office of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from the close of business hours of February 28, 2026 and based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, approved the appointment of Mr. Ranjit Kumar Kilaru as Chief Financial Officer and Key Managerial Personnel (KMP) of the Company with effect from March 01, 2026.

Apart from the above, 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 13-05-2025, 28-052025, 12-08-2025, 10-11-2025, 10-02-2026, 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, Term of Directors, Nomination, Appointment, Code of Conduct, Effectiveness of Board and Committees, review and their mandates.

Meeting of Independent Directors

During the year under review, two (2) meetings of the Independent Directors of the company were held on May 28, 2025 and February 10, 2026, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013, inter-alia, to discuss the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their 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.

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). The Board confirms that the Independent Directors are independent of the Management.

Policies

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

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.

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 31,2026.

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 Bheema Fine Chemicals Private Limited (Wholly Owned Subsidiary) is as follows.

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 31,2026, 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.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at https:// www.bhagirad.com/policies/

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 Friday, August 12, 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 2025-26, 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, 2026, is forming part of the Annual Report. The Statutory Auditors' report does not contain any qualification, reservation or adverse remark or disclaimer, hence no explanation or comments were required by the Board.

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 19, 2026, has appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad (Firm Registration No. 000118) as cost auditors for the financial year 2026-27. 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 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 2026-27 is included in the Notice convening the 33^rd Annual General Meeting.

Secretarial Auditors

Pursuant to Regulation 24A and other applicable provisions of the Listing Regulations, Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in accordance with the recommendation of the Board of Directors, the shareholders of the company at the 32^nd Annual General Meeting held on Friday, August 22, 2025, appointed M/s Puttaparthi Jagannatham &

Co (Peer Review Certificate No. 7813/2026), a firm of Company Secretaries in practice, Address: Flat No. 315, Bhanu Enclave, ESI, Hyderabad, Telangana- 500 038, as the Secretarial Auditors of the Company for a term of 5 consecutive years

i.e. commencing from Financial Year 2025-26 up to Financial Year 2029-2030 ('the Term') to conduct the Secretarial Audit of the company and issue the Secretarial Audit Report during their term of appointment as per the Listing Regulations and Section 204 of the Companies Act, 2013 and rules made thereof as amended from time to time, at a remuneration to be determined by the Board of Directors of the Company.

As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of the company issued by the Secretarial Auditors, M/s Puttaparthi Jagannatham & Co (FCS No: 9896; C P No: 16041, Peer Review Certificate No. 7813/2026), a firm of Company Secretaries in practice, for the FY 2025-26, does not contain any qualification, reservation or adverse remark or disclaimer, hence no explanation or comments were required by the Board. The Secretarial Audit Report in Form MR-3 received from them is annexed as Annexure III (A).

In terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained the Annual Secretarial Compliance certificate for FY 2025-26, from the Secretarial Auditor, CS Navajyoth Puttaparthi, (FCS No: 9896; C P No: 16041, Peer Review Certificate No. 7813/2026) Partner of M/s Puttaparthi Jagannatham & Co., Company Secretary in practice, 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 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 CS Navajyoth Puttaparthi, (FCS No: 9896; C P No: 16041, Peer Review Certificate No. 7813/2026) Partner of M/s Puttaparthi Jagannatham & Co., Company Secretary in practice, stating 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 Obligations 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 2025- 26, issued by the Secretarial Auditors, M/s Puttaparthi Jagannatham & Co (FCS No: 9896; C P No: 16041, Peer Review Certificate No. 7813/2026), a firm of Company Secretaries in practice, is annexed as 'Annexure III (D)' to this Report. The Secretarial Audit Report of unlisted material subsidiary does not contain any qualification, reservation or adverse remark or disclaimer, hence no explanation or comments were required by the Board of Bheema Fine Chemicals Private Limited.

Internal Auditor:

The Board at its meeting held on May 19, 2026, 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 2026-27.

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 2025-26.

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 or the Board under Section 143(12) of the Companies Act, 2013, read with rules thereunder. Hence no disclosure is required in this regard.

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.

Corporate Social Responsibility (CSR)

The company is actively involved in Corporate Social Responsibility (CSR) initiatives, demonstrating its commitment to social, environmental, and economic development. Through various programs focused on education, healthcare, rural development, environmental sustainability and community welfare, the company strives to create a positive impact on society.

As a responsible corporate citizen, the Company is actively committed to enhancing the quality of life in the communities it serves, giving preference to local areas around its business operations. 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 has framed a robust Corporate Social Responsibility (CSR) Policy with a strong focus on community development and inclusive growth. The policy is designed to create sustainable social impact by addressing key community needs. The CSR Policy adopted by the Board is available on the Company's website at https://www.bhagirad.com/policies/

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 company strongly believes that human resources are the key to its success and long-term growth. Employees are considered the most valuable asset, as their dedication, skills, and innovation drive the organization toward achieving its goals. The company focuses on attracting talented individuals, nurturing their abilities, and providing continuous training and development opportunities to enhance their performance. By creating a positive work environment that encourages teamwork, motivation, and professional growth, the organization ensures higher productivity and employee satisfaction.

The Company has undertaken various initiatives to strengthen its human resources and enhance employee engagement, productivity, and overall development. Regular training programs were conducted to upgrade employees' technical and professional capabilities. Initiatives promoting teamwork, leadership, and effective communication were also introduced to create a collaborative work culture.

The Company also focused on creating a safe, inclusive, and positive work environment that encourages innovation, commitment, and continuous learning, thereby contributing to the overall growth and success of the organization.

Saksham Niveshak

Pursuant to Investor Education and Protection Fund Authority (IEPFA), Ministry of Corporate Affairs (MCA) Circular dated July 16, 2025, the Company had initiated a 100 Days campaign / Drive "Saksham Niveshak" starting from July 28, 2025 till November 06, 2025 and pursuant to the IEPFA and MCA communication dated March 27, 2026, the company launched the Second 100-Day Campaign - "Saksham Niveshak" during

the period from April 01, 2026 to July 09, 2026, focusing on shareholders whose dividend remained unclaimed, with an emphasis on KYC updation and related compliance measures. This initiative helps the investors to update their records and claim their entitlements.

Your Company remained committed to the objectives of this campaign and actively encouraged shareholders to update their KYC details, claim their dividends and shares prior to their transfer to the IEPF Authority, and ensure timely updation of their KYC particulars and bank account information.

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 as on March 31,2026.

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 one-time 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, 2026, 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 determining qualifications, positive attributes, independence of a director, identifying the persons who are qualified to be appointed as Directors, Senior Management Personnel and Key Managerial Personnels 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 https://www.bhagirad. com/policies/

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. The NRC recommends the appointment of directors to the Board and Shareholders.

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 and shareholders of the company wherever required.

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, Senior Management and all other employees is 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.

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 etc.

Accordingly, the Board had carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors.

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 they continue to receive periodic updates and developments thereafter on a regular 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 Independent Directors on various matters inter-alia covering the business strategies, plans, budgets, review of Internal Audit, risk management framework, operations of subsidiary, management structure, management development, business updates, quarterly and financial results etc.

Number of Meetings of the Board and its Committees

During the year under review five (5) meetings of the Board of Directors of the company were held on 13-05-2025, 28-052025, 12-08-2025, 10-11-2025 and 10-02-2026. The details of the meetings of the Board and Committees along with their 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 H3,114.18 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 31,2026, was HNil).

Further, during 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 H10 each at an issue price of H90 each (including a premium of H80 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 date including interest accrued to the tune of H367.53 Crores.

Except as mentioned above, 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 as on March 31,2026.

As on the year ended March 31,2026, Corporate Guarantee of the company was being extended on behalf of Bheema Fine Chemicals Private Limited, Wholly Owned Subsidiary company in favor of:

i. Axis Bank Limited towards Working Capital Loan of H30,00,00,000/- (Rupees Thirty Crores) and Rupee Term Loan of H75,00,00,000/- (Rupees Seventy-Five Crore) availed by Bheema Fine Chemicals Private Limited,

ii. ICICI Bank Limited towards Working Capital Loan of H10,00,00,000/- (Rupees Ten Crores) and Rupee Term Loan of H30,00,00,000/- (Rupees Thirty Crore) availed by Bheema Fine Chemicals Private Limited and

iii. RBL Bank Limited towards Working Capital Loan of H45,00,00,000/- (Rupees Forty-Five Crores) and Rupee Term Loan of H25,00,00,000/- (Rupees Twenty-Five Crore) availed by Bheema Fine Chemicals Private Limited.

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 established a comprehensive risk management system to identify, assess, monitor, and mitigate various risks that may impact its business operations and growth. The system enables the Company to proactively address strategic, operational, financial, and regulatory risks through effective planning and control measures. The Company has developed and implemented 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. It constantly reviews and updates risk management policies to ensure that the business is well-positioned to navigate potential risks successfully.

During the period under review, the Risk Management Committee constituted by the Board met twice to review and evaluate the risks associated with the Company's business operations. The Committee carried out detailed root cause analyses of identified risks and closely monitored the effectiveness of the mitigation measures implemented to address them. Through continuous assessment and oversight, the Committee ensured that appropriate risk management practices were in place to safeguard the Company's interests and support sustainable business growth.

The Risk Management Policy adopted by the Board is available on the Company's website at https://www.bhagirad.com/ policies/

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 March 31,2026.

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 2025-26, 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, 2026, 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 the Sexual Harassment of Women at workplace

The Company is committed to providing a safe, secure, and respectful work environment for all employees and has zero tolerance towards sexual harassment at its workplace. The company has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") 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 the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The POSH Policy of the Company is available on the website of the Company at https://www.bhagirad.com/policies/

During the financial year 2025-26, no cases in the nature of sexual harassment were reported in the Company.

The following is the summary of Sexual Harassment complaint(s) received and disposed of during the year ended March 31,2026, pursuant to the POSH Act and Rules framed thereunder:

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 ('MCA¹)) and relevant amendment rules issued thereafter and guidelines issued by the Securities and Exchange Board of India ("SEBI").

Secretarial Standards

During the financial year 2025-26, 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) Regulations, 2015, the company has obtained certificate signed by Sri. Arvind Kumar Anegondi, Executive Director & Chief Executive Officer and Sri. Ranjit Kumar Kilaru, Chief Financial Officer of the Company, certifying the accuracy of the Financial Statements for FY 2025-26, 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) Regulations 2015, every quarter.

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/policies/

Compliance under Maternity Benefits Act, 1961

Your Company is in compliance with the provisions of the Maternity Benefits Act, 1961, during the year ended March 31, 2026.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism to promote ethical conduct, transparency, and accountability across all levels of the organization. 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, regulations, 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/policies/

Promoter Reclassification

During the year under review, the following persons belonging to the 'Promoter Group' category have been reclassified to 'Public' category pursuant to the approval of the Board of Directors of the company and receipt of 'No- Objection' from BSE Limited vide its letter No. LIST/COMP/HN/376/2025-26 dated August 07, 2025 and from National Stock Exchange of India Limited (NSE) vide its letter No. NSE/LIST/COMP/ BHAGCHEM/487/2025-2026 dated August 07, 2025.

After the above Reclassification, the number of promoters and promoter's group of the company during the year, had been reduced from 9 No's to 6. No's.

For the financial year ending on March 31, 2026, the Promoters re-classified to the Public shareholders have submitted the Annual declaration stating that they have complied with the provisions as prescribed under Regulation 31A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

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 the 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

The Company places utmost importance on Health, Safety, and Environmental protection and is committed to conducting its operations in a safe, responsible, and environmentally sustainable manner. The company prioritize the safety and well-being of its employees and implement measures to create a safe workplace. The Company has adopted a strong-willed and proactive approach to avoid hazards and to safeguard its employees. A holistic approach is taken at workplace 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 2025-26.

Regular monitoring, safety audits, and awareness initiatives are undertaken to strengthen the culture of safety and environmental responsibility across the organization. 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. By integrating health, safety, and environmental protection into its business operations, the Company aims to create a safe workplace and contribute towards sustainable development.

Other Disclosures

Your Directors hereby clarify that the following disclosures are not applicable, considering that there were no such transactions in the year under review:

1. There has been no issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. There has been no issue of Equity Shares (including Sweat Equity Shares) to employees of your Company under any scheme.

3. The Company has not resorted to any buyback of its Equity Shares during the year under review.

4. The Managing Director or the Whole-time Directors of your Company did not receive any remuneration or commission during the year from the subsidiary.

5. Your Company has not made any provisions of money or has not provided any loan to its employees for purchase of shares of your Company or its Subsidiary Company, pursuant to the provisions of Section 67 of the Act and the Rules framed thereunder.

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 31,2026, 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 takes this opportunity to express its heartfelt appreciation to all stakeholders for their unwavering confidence and continued support extended to the Company throughout the year. The Company's progress and achievements would not

have been possible without the collective efforts and strong relationships built with all stakeholders. The Board 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. The Directors look forward to continued support from all stakeholders in achieving the Company's future objectives and sustainable growth.