02. STATE OF THE COMPANY’S AFFAIRS / REVIEW OF OPERATIONS:

During the year under review, your Company’s total in comeat Rs. 13,449.49 Lakhs as compared to previous year of Rs. 15,442.09 Lakhs. The profit before tax for the year under review at Rs. 963.96 lakhs as compared Rs. 1,083.10 lakhs for the previous year after providing for depreciation and amortization. The company's profit before tax has been adversely impacted by an unexpected rise in input costs and a decline in tractor demand. Over the last six months of the financial year, sales volumes were low, leading to reduced capacity utilization. Consequently, the

The Company's first ground-mounted solar power plant, with a capacity of 4500 kWp, located in Bamroli Village, Patan District, is operating efficiently. This plant has successfully reduced energy costs by approximately 21.10%.Additionally, the company is setting up a second ground-mounted solar power plant with the same capacity for captive consumption in Balodhar, Mouje-Taleganj, Deesa District, which will begin commercial operations in the FY 2024-2025. The project is partially financed by the Bank of Baroda and partially by the company's own resources.

03. DIVIDEND:

Your company has an incessant dividend payment history and considering the financial performance of the Company, the Board of Directors on 29^th May, 2024 has recommended a dividend of Rs. 2.00/- (Two Rupees only) per equity share on 28,80,684 equity shares of face value of Rs. 10/- each (i.e. 20%) for the financial year ended 31^st March, 2024 [Previous Year Rs. 2.00/- (Two Rupees only) per equity share (i.e. 20%)]. Dividend is subject to approval of members at the ensuing annual general meeting (“AGM”). 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 dividend after deduction of tax at source, as may be applicable.

04. TRANSFER TO RESERVES:

During the year under review, there is no amount transferred to the reserves out of the amount available for appropriation for the financial year ended 31^st March, 2024.

05. TRANSFER UNCLAIMED DIVIDEND AND SHARES

TO THE INVESTOR EDUCATION

ANDPROTECTION FUND (IEPF):

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), and relevant circulars and amendments thereto,the amount of dividends of the company which remain unpaid or unclaimed for a period consecutive seven years from the date of transfer to the unpaid dividend account shall be transferred by the company to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government. The Company had sent individual notices to the shareholders who have not claimed their dividends for past seven consecutive years. The Company has also advertised the same in the Business Standard and Jay Hind Newspapers dated 1^st June, 2023 seeking action from the shareholders who have not claimed their dividends for past seven consecutive years. The Company had transferred total 2,786 equity shares held by 29 shareholders to the IEPF Authority on 28^th November, 2023 who have not claimed their dividends for a period consecutive seven years from the date of transfer to the unpaid dividend account. The details of such shares transferred have been uploaded on the Company’s website http:// www.bhagwati.com/investors.html

During the year under review, the Company has transferred Rs.98,896/- to the IEPFAuthority for the financial year 2015-16.The Shareholders/ claimants whose shares and unclaimed dividend have been transferred to the IEPF Account may claim the shares or apply for refund by making an application to the IEPF Authority. A details of Nodal officer of the Companyis available at Company’s website http://www.bhagwati.com/ investors.html

06. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted

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or renewed any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

07. SHARE CAPITAL:

During the year under review, the Company has not altered / modified the authorised share capital of the Company. The paid-up share capital of the company as on 31^st March, 2024 was Rs. 2,88,06,840/- divided into 28,80,684 equity shares of Rs. 10/-each fully paid up and there has been no change in the capital structure of the Company. Further, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Company has also not purchased of its own shares by employees or by trustees for the benefit of employees.

08. CERTIFICATIONS:

During the year under review, the Company’s quality management system has been reviewed and confirmed as per the standard ISO 9001:2015 certification through external agency.

09. BANK/ FINANCIAL INSTITUTIONS:

Your Company is prompt in making the payment of interest and repayment of loans apart from payment of interest on working capital to the bank and the bank continues their unstinted support in all aspects and the Board records its appreciation for the same.

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2024.

11. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, a copy of the annual return for the year ended 31^st March, 2024 is placed on the website of the Company at http://www.bhagwati.com/investors.html with information available up to the date of this report.

12. THE DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 is annexed herewith as (Annexure-1).

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Appointment / Re-Appointment:

In accordance with the provisions of Section 152 of the Act and the rules framed there under, Ms. Reena P Bhagwati (DIN: 00096280), Managing Director of the Company retire by rotation at the ensuing AGM and she being eligible offer herself for reappointment. The Board recommends their reappointment.

Necessary resolutions have been proposed in notice convening ensuing AGM for approval of shareholders.

The brief profile of the director has been detailed in the Notice convening the AGM of the Company. Your Directors recommend rotation of Director mentioned in the notice.

B) Key Managerial Personnel:

During the year under review, Mr. Dinesh K. Sheth has retired from the position of Chief Financial Officer of the Company effective from 30th June, 2023. The Board of Directors has

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appointed Mr. Mahendra K. Prajapati as Chief Financial Officer of the Company w.e.f. 20^th September, 2023 who is a Key Managerial Personnel as per Section 203 of the Act. Further, Mr. Mehul Naliyadhara (Membership Number: A39558) has resigned from the post of Company Secretary & Compliance Officer of the Company effective from 4^th December, 2023 to grab alternate career opportunities. The Board of Directors has appointed Mr. Niren A. Desai (Membership Number: A60285) as a Company Secretary & Compliance Officer of the Company w.e.f. 14^th February, 2024 who is a Key Managerial Personnel as per Section 203 of the Act. Apart from the said change, there is no other change in the Key Managerial personnel of the Company. Pursuant to Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the KMPs of the Company as on 31^st March, 2024 are as follows:-

1. Ms. Reena P Bhagwati - Managing Director

2. Mr. Mahendra K. Prajapati - Chief Financial Officer

3. Mr. Niren A. Desai - Company Secretary

C) Declaration given by an Independent Director(s):

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct. Also all the Independent directors of the Company have confirmed under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and have been registered and members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs. Also all Directors have meets the requirements of proficiency selfassessment test under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (amended from time to time).

D) Statement regarding to Integrity, Expertise and Experience (including the proficiency) of the Independent directors:

The Board has opined that all the Independent directors of the Company has possessed relevant Integrity, Expertise and Experience in commensurate with the business of the Company.

E) Annual evaluation by the board of its own performance, its committees and individual directors:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors.The Nomination and Remuneration Committee has also reviewed the performance of the Board, Committee and all the directors of the Company. The board of directors expressed their satisfaction with the evaluation process.

F) Policy on appointment and remuneration of Directors, KMPS and Senior Management:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The said policy is available on the website of the Company at http://www.bhagwati.com/

investors.html.

G) Familiarization Programme for Independent Directors:

The Independent directors are informed during meeting of the Board and Committees on the business strategy, business activities, manufacturing operations and issues faced by the foundry. Also the independent directors have been updated with their roles, rights and responsibilities in the Company by specifying it in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. The details of familiarization programs are available on the website of the Company at http:// www.bhagwati. com/investors.html.

14. MEETINGS OF THE BOARD OF DIRECTORS:

The board evaluates all the decisions on a collective consensus. During the year, five board meetings were conveyed in respect of which proper notices of meetings were given and the proceedings were properly recorded and signed. The details composition, meetings, attendance and other details have been furnished in the corporate governance report forming a part of this annual report.

15. SECRETARIAL STANDARDS:

The Company has followed the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

16. INSURANCE:

The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment and other assets.

17. AUDIT COMMITTEE:

The details pertaining to the composition of the audit committee are given in the report on corporate governance forming part of this Report. Further, all the recommendations made by the audit committee were accepted by the Board.

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors of the Company has formulated a comprehensive vigil mechanism / whistle blower policy in line with the provisions of Section 177 (9) and Section 177 (10) of the Act, read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, for directors, employees or business associates for reporting the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company’s code etc. to the chairman of the audit committee. The mechanism also lays emphasis on making enquiry into whistle-blower complaint received by the Company. The Policy also provides for adequate safeguard against victimization of the directors’ / employees who avail the services of said mechanism. The details of the Whistle Blower Policy are given in the report on corporate governance forming part of this Report.The said policy is available on the website of the Company and can be accessed at http://www.bhagwati.com/ investors.html.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Pursuant to provision of the Section 186 of the Act, Company has not given any loan, guarantee given or provided any security during the year under review.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the

Company during the financial year financial year ended 31st March, 2024 with the related parties were in ordinary course of business and on arm’s length basis and the same were placed before the Audit Committee and before the Board for their review and approval on a quarterly basis.The particulars of every contract / arrangements entered into by the Company with related parties under third proviso thereto aredisclosed in Form No. AOC -2 is annexed herewith as (Annexure-2). Details of related party transactions, in compliance with Indian Accounting Standards (IND AS) - 24, are provided in the Notes to the Company's financial statements.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company has submitted half yearly disclosures of related party transactions, in the format as specified under the relevant accounting standards with the stock exchange within timeframe. The Policy on materiality of related party transactions of the Company and can be accessed at http://www.bhagwati.com/ investors.html.

21. PARTICULAR OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY:

During the year under review, Your Company does not have any subsidiary/joint venture / associate Company.

22. DISCLOSURES ON MANAGERIAL REMUNERATION AND PARTICULAR OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as forms part of this directors’ report (Annexure-3).

During the year under review, there were no employees drawing remuneration which is in excess of the limit as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (amended from time to time).

23. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the Regulation 34 (2) of the SEBI Listing Regulations, a Management discussion and analysis report for the financial year ended 31^st March, 2024 as forms part of this directors’ report (Annexure-4).

24. CORPORATE GOVERNANCE:

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value. A report on Corporate Governance for the financial year ended 31^st March, 2024 along with requisite certificate confirming compliance with the conditions of Corporate Governanceas forms part of this directors’ report (Annexure-5).

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to submit Business Responsibility and Sustainability Report not applicable to your Company for the financial year ended 31^st March, 2024.

26. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company does not have any subsidiary or associate company and so the Company is not required to prepare the consolidated

cost accounts and records as prescribed under Section 148 of the Companies Act, 2013 and rules made thereunder. Cost audit report for the financial year ended 31^st March, 2023 was filed with the central government within the stipulated time on 24^th August, 2023.

28. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the 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.

29. MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE ACT:

Pursuant to Section 148 (1) of the Act, read with the Companies (Cost Records and Audit) (Amendment) Rules, 2014, the cost audit records maintained by the Company in respect of foundry products of the Company are required to be audited by a cost accountant. The audit report of the cost accountant of the Company for the financial year ended 31^st March, 2024 will be submitted to the relevant authority in due course.

30. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3) of the Companies Act, 2013, in relation to the Financial Statements for FY 2023-2024, your Directors, to the best of their knowledge and belief, confirm that:

A. in the preparation of the annual accounts for the year ended 31 March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 at the end of the financial year on 31 March, 2024 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

D. the annual accounts have been prepared on a going 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 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.

31. RISK MANAGEMNET:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

In the Board's opinion, there are no risks that threaten the

existence of the Company. However, the Board of Directors closely monitors risk factors arising from the external environment.

32. HUMAN RESOURCES DEVELOPMENT:

The management believes that competent and committed human resources are vitally important to attain success in the organization. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skillsets and behavior. It is always proactive with respect to the human resource development activities. A significant effort has also been undertaken to develop leadership as well as technical / functional capabilities in order to meet future talent requirement.

33. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (“SEBI PIT Regulations”), the Company has adopted a Code of Conduct for Prohibition of Insider Trading with regulates trading in securities by the Directors and designated employee of the Company. The Board is responsible for implementation of the Code. The code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employee while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed. The relevant policy is available on the Company’s website.

34. DEMATERIALISATION OF SHARES:

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid.

35. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with provisions of Section 135 of the Companies Act, 2013 and Rules framed there under. The role of the Committee is to formulate the CSR Policy, indicate activities to be undertaken by the Company towards CSR and formulate a transparent monitoring mechanism to ensure implementation of projects and activities undertaken by the Company towards CSR.

The company has focused on several corporate social responsibility programs to drive positive and sustainable change in building resilient communities. During the year, the Company spent Rs. 8.60 Lakhs (Rupees Eight lakhs Sixty Thousand) on CSR activities. Corporate Social Responsibility reflects the strong commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in a way that will lead to overall development of all stakeholders and society.

In accordance with Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 the report on CSR activities along with its annexure as forms part of this directors’ report (Annexure - 7).The details of CSR Composition and CSR policy are available on website of the Company at http://www.bhagwati.com/investors.html.

36. THE NUMBER OF COMPLAINTS RELATING TO

INTERNAL COMPLAINTS COMMITTEE IN THE LAST FINANCIAL YEAR AND THOSE PENDING AS ON THE END OF THE FINANCIAL YEAR:

37. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. To maintain its objectives and independence, the internal Audit reports to the Audit Committee of the Board.The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Control System of the Company, its compliance with operating system, accounting procedures and policy of the Company. Based on the report of internal audit function, process owners undertake corrective action and thereby strengthen the controls. Significant audit observation and corrective actions thereon are presented to the audit committee of the board regularly.

38. CAUTIONARY STATEMENT:

The annual report including those which relate to the directors’ report, management discussion and analysis report may contain certain statements on the Company’s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company’s performance could be the demand and supply for Company’s product and services, changes in government regulations, tax lawsetc.

39. DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(A) No significant or material orders were passed by any regulator or court or tribunal which impacts the going concern status and Company’s operations in future.

(B) No 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.

(C) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

(D) the details of difference between amount of the valuation

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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.

40. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.