Your Directors have great pleasure in presenting the 34^th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2023. The consolidated performance of the Company and its Subsidiary has been referred to wherever required.

FINANCIAL HIGHLIGHTS:

The following is the highlight of the financial performance of the Company during the year under review:

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE:

> Operational Review:

On Standalone Basis: During the year under review, the Company has achieved a Total Income of ' 505.10 Crores as against ' 605.28 Crores in the previous financial year. EBITDA for FY23 stood at ' 58.14 crores with an EBITDA Margin of 11.51%. The Profit after tax for the financial year 2022-23 was ' 15.05 Crores as compared to previous year of ' 70.50 Crores.

On Consolidated Basis: During the year under review, the Company has achieved a Total Income of ' 505.33 Crores as against ' 610.58 Crores in the previous financial year. EBITDA for FY23 stood at '58.33 Crores with an EBITDA Margin of 11.54%. The Profit after tax for the financial year 2022-23 was ' 14.79 Crores as compared to previous year of ' 70.60 Crores.

> Dyes and Dye intermediates & Chemical Business

On Standalone Basis: The Turnover of the company from the Chemical Segment amounted to ' 470.25 Crores as against ' 524.64 Crores for the previous year. The EBIT

from this segment stood at ' 18.48 Crores as against ' 87.62 Crores in the previous year.

> Solar Business

On Standalone Basis: The Turnover of the Company from Solar Power Operations amounted to ' 29.14 Crores as against ' 28.89 Crores for the previous year. The EBIT from this segment stood at ' 12.04 Crores as against ' 10.99 Crores in the previous year.

DIVIDEND:

The Board of Directors has recommended a dividend of '1/- per share (20%) for the year ended March 31, 2023. This represent pay-out of 29%.

The dividend pay-out is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company's website viz. https://www.bhageriagroup.com/company-policies-2/

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General Meeting.

TRANSFER TO RESERVE:

The Company has not transferred any amount to General Reserve during the financial year.

CAPITAL STRUCTURE:

During the year under review, there was no change in Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. The Company has not issued any equity shares with differential voting rights during the year.

> Authorized Share Capital

The Authorized Capital of the Company as at March 31, 2023 was '25,00,00,000/- (Rupees Twenty Five Crores only) divided into 5,00,00,000 (Five Crores ) Equity Shares of '5/- each.

> Issued and paid up Share Capital

The Paid-up Equity Share Capital as at March 31, 2023 was '21,82,20,900/- (Twenty One Crore Eighty Two Lakh Twenty Thousand Nine Hundred Only) divided into 4,36,44,180 (Four Crore Thirty Six Lakh Forty Four Thousand One Hundred & Eighty) Equity Shares, having face value of '5/- each fully paid up.

SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES:

As on March 31, 2023, the Company has one (1) subsidiary company, namely Bhageria & Jajodia Pharmaceuticals Private Limited. There has been no material change in the nature of the business of the subsidiary.

During the year under review, Bhageria Exim Private Limited, wholly-owned subsidiary, was disinvested and, consequently, ceased to be a subsidiary of the Company, with effect from September 29, 2022.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website at https://www.bhageriagroup.com/company-policies-2/ Further, in terms of the said policy, the Company does not have a material subsidiary.

A statement providing details of performance and salient features of the financial statements of Subsidiary / Associate / Joint Venture companies, as per Section 129(3) of the Companies Act, 2013 in Form AOC-1, is provided as Annexure A to the consolidated financial statement and therefore not repeated in this Report to avoid duplication.

As on March 31, 2023, the Company does not have joint venture or associate companies within the meaning of Section 2(6) of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiary for FY 2022-23 are prepared in compliance with the applicable provisions of the Companies Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor's Report thereon form part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company's website https://www.bhageriagroup.com/financial-information/ and the financial statements of the subsidiary, as required, is available on the Company's website at https://www.bhageriagroup.com/ financial-statements-of-subsidiary/.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, with respect to Directors Responsibility statement it is hereby confirmed:

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

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

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

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

e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

> Board of Directors

o Composition:

The Board of Directors includes the Executive and Independent Directors so as to ensure proper governance and management. The Board consists of Seven (7) Directors comprising of Three (3) Executive Directors and Four (4) Independent Directors including One (1) Woman Director as on March 31, 2023.

There was no change in composition of the Board during the FY 2022-23.

o Appointment:

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 5, 2023 have appointed Mr. Vikas Goel (DIN: 08265897) as an Additional Director in the category of Non-Executive Independent Director for a term of 5 years i.e. from August 5, 2023

to August 4, 2028. In terms of Section 161 of the Act, Mr. Vikas Goel (DIN: 08265897) holds the office as an Additional director till the ensuing AGM of the Company. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.

o Re-appointment:

The Board, on recommendation of the Nomination and Remuneration Committee re-appointed Mr. Suresh Bhageria as a Whole-time Director designated as “Executive Director & Chairman” of the Company for a term of period of Three (3) years i.e. with effect from April 1, 2024 to March 31, 2027. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.

The Board, on recommendation of the Nomination and Remuneration Committee re-appointed Mr. Vinod Bhageria as Managing Director of the Company for a term of period of Three (3) years i.e. with effect from April 1, 2024 to March 31, 2027. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.

The Board, on recommendation of the Nomination and Remuneration Committee re-appointed Mr. Vikas Bhageria as a Whole-time Director designated as “Jt. Managing Director” of the Company for a term of period of Three (3) years i.e. with effect from April 1, 2024 to March 31, 2027. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.

The Board, on recommendation of Nomination and Remuneration Committee, re-appointed Mr. M. M. Chitale (DIN 00101004) as a Non-Executive Independent director of the Company for a second term of Five (5) consecutive years i.e. with effect from March 25, 2024 to March 24, 2029. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.

o Director liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 (‘'Act'') and the Articles of Association of the Company, Mr. Suresh Bhageria (DIN: 00540285), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

> Independent Directors:

All the Independent Directors of the Company have given their respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of

the Act and Regulation 16(1)(b) of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess the relevant expertise and experience in their respective fields.

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

Out of Four Independent Directors of the Company as on March 31, 2023, Three Independent Directors are not required to clear Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA) and One Independent Director has already appeared and cleared the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA) before the due date.

> Key Managerial Personnel:

In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel: o Mr. Suresh Bhageria, Executive Chairman (WTD) o Mr. Vinod Bhageria, Managing Director o Mr. Vikas Bhageria, Jt. Managing Director (WTD) o Mr. Rakesh Kachhadiya, Chief Financial Officer o Mr. Krunal Wala, Company Secretary

There was no change in Key Managerial Personnel during the FY 2022-23.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (Four) times during the financial year. The details of composition of the Board, its committees, their meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report, which is a part of this Report.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an evaluation of its performance after taking into consideration various performance

Annual Report ₄₅

2022-23

related aspects of the Boards functioning, competencies, frequency and regularity of meetings, contribution, creation of stakeholder values, management of current & potential strategic issues, compliance & governance etc. The performance evaluation of the Board as a whole, Chairman and NonIndependent Directors was also carried out by the Independent Directors in their meeting held on February 1, 2023.

Similarly, the performance of various committees, individual Independent and Non-Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like Composition and Working of Committees, Functioning, Contribution, Independence, Understanding, Knowledge, Initiative, Integrity, etc.

POLICY ON NOMINATION & APPOINTMENT OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT AND OTHER DETAILS:

The Board ofDirectorshas framed apolicy,on therecommendation of the Nomination & remuneration Committee, which lays down a framework in relation to appointment and remuneration of its Directors. The policy includes criteria for determining qualifications, positive attributes, independence of Directors etc., as required under the provisions of Section 178(3) of the Companies act, 2013 and SEBI (LODR) Regulations 2015. The policy also broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the executive & the Non-executive Directors. The said policy has been posted on the website of the Company at http://www.bhageriagroup. com/company-policies-2/. In case of re-appointment of Nonexecutive & Independent Directors, NRC and the Board takes into consideration the performance of the Director, based on the Board evaluation and his/her engagement level during his/ her previous tenure.

AUDITORS & AUDITOR’S REPORT:

> Statutory Auditors:

At the AGM held on July 30, 2022, the Members of the Company approved the appointment of M/s. Sarda & Pareek LLP, Chartered Accountants, (ICAI Firm Registration No. 109262W/W100673), as the statutory auditors of the Company for a term of 5 years commencing from the conclusion of the 33^rd AGM of the Company till the conclusion of the 38^th AGM of the Company to be held in the year 2027.

The Auditors' Report for financial year 2022-2023 on the financial statements forms part of this Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. The Auditors have also confirmed that they satisfy the independence criteria required under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India. The Auditors attended the last Annual General Meeting of the Company.

During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

> Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee appointed M/s. Poddar & Co., Cost Accountants (ICWAI Firm Registration No. 101734) as the Cost Auditors of the Company for the Financial Year 2023-24 and has recommended their remuneration to the shareholders for their ratification at the ensuing Annual General Meeting.

M/s. Poddar & Co., have given their consent to act as Cost Auditors and confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013. They have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013.

As per the requirements of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2023.

> Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee has appointed M/s. Kamal Dhanuka & Co., Chartered Accountants, (ICAI Firm Registration No. 131308W) as Internal Auditors of the Company for the financial year ending March 31, 2024.

> Secretarial Auditor:

The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2022-2023. The Report given by the Secretarial Auditors is annexed as Annexure ‘I’ to this Report. The report does not contain any qualification, reservation and adverse remark or declaimer.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year ending March 31, 2024. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.

Secretarial Compliance Report: - The Company has undertaken an audit for the Financial Year ended March 31, 2023 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Secretarial Compliance Report issued by M/s. GMJ & Associates, Company Secretaries has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure ‘II’ of this report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on http://www.bhageriagroup.com/company-policies-2/.

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 ‘III’ forming part of 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 also forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company at Info@ bhageriagroup.com.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure ‘IV’ to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantees given and investments made during the year, as required under section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, are provided in the Notes to the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions which is also available on Company's website at http://www.bhageriagroup.com/company-policies-2/. This policy deals with the review and approval of related party transactions.

The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. All related party transactions are placed before the Audit Committee for review and approval.

All related party transactions entered during the Financial Year were in ordinary course of the business and on an arm's length basis. No material related party transactions were entered during the Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2. Members may refer notes to the financial statements which sets out related party disclosures pursuant to INDAS-24.

RISK MANAGEMENT:

The Board has formed a Risk Management Committee to frame, implement and monitor the risk management policy for the Company. The Committee is responsible for monitoring and reviewing the Risk Management Policy and ensuring its effectiveness. The Audit Committee of Directors has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year and provides guidance for strengthening of such controls wherever necessary. During the year under review, no fraud has been reported by the Auditors to the Audit Committee or the Board. The details in respect of internal control system and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism / Whistle Blower policy has been posted on the website of the Company at http:// www.bhageriagroup.com/company-policies-2/.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors of the Company has affirmed with the compliances of Secretarial Standards issued by Institute of Company Secretaries of India.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INVESTOR EDUCATION & PROTECTION FUND (IEPF):

During the year, the Company has transferred the unclaimed and un-encashed dividends of '9,22,360. Further, 8,800 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the corporate governance report. Details of shares/ dividend transferred to IEPF can also be obtained by accessing https://www.bhageriagroup.com/iepf/.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2023 is available on the Company's website at https://www. bhageriagroup.com/financial-information/.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, the company has complied with the provisions relating to Internal Complaints Committee and no complaints were received by the Committee for redressal.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issues and also fosters a culture of accountability and integrity. The Code is in accordance with the requirements of Listing Regulations and has been posted on the Company's website at http://www.bhageriagroup.com/company-policies-2/.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plants.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company as on date of this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There were no material changes affecting the financial position of the Company between the end of the financial year and date of report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators or Courts that would impact the going 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 ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

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 such valuation has been done during the financial year 202223.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company adheres to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.

The Management Discussion & Analysis Report and Corporate Governance together with the Certificate from the Statutory Auditors of the Company regarding compliance with the

APPRECIATION:

Your Directors would like to express their sincere appreciation to the company's Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for the hard work, solidarity, cooperation and support of employees at all levels.