BDH Industries Ltd

To, The Members,

BDH Industries Limited

Your Directors have pleasure in presenting 35^th Annual Report and Audited Financial Statements for the year ended 31^st March, 2025.

FINANCIAL RESULTS :

The financial performance of the Company is summarized below:-

( Rs in Lakhs )

The standalone financial statements are prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under section 133 of the Companies Act , 2013 (the Act) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016.

REVIEW OF OPERATIONS :

During the year 2024-25 Company achieved Sales (Net) of Rs. 6650.83 Lakhs as compared to Rs. 8583.10 Lakhs in the previous year registering decline of 22.50%. This decline is in exports as well as domestic sales. The Operating Profit of the Company i.e. Profit before Interest and Depreciation has decreased marginally from Rs. 1400.79 lakhs in previous year to Rs. 1344.53 lakhs in 2024-25. The Company earned Net Profit after Tax of Rs. 927.33 lakhs during the year as against Rs. 986.78 lakhs as in previous year. An amount of Rs. 139.10 Lakhs is transferred to General Reserve from the net profit of the financial year 2024-25.

DIVIDEND:

Your Directors are pleased to recommend dividend of Rs. 4.50/- per equity share of face value Rs. 10/- each (previous year Rs. 4.50/- per share) for the financial year ended on 31^st March, 2025. The dividend on Equity Shares is subject to the approval of the shareholders at the 35^th Annual General Meeting. The total cash outflow on account of dividend payment will be Rs. 259.08 lakhs.

MATERIAL CHANGES & COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of the report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company operates in manufacturing of pharmaceuticals segment and renewable energy segment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board of the Company comprises eminent professionals having diverse skillset, domain expertise and business acumen. The Board of Directors has six members. Ms. Jayashree Nair is the Chairperson and Managing Director of the Company. Mr. S. C. Kachhara is the Joint Managing Director and Chief Financial Officer of the Company. There are three Independent Directors on the Board of the Company, Mr. Prabhakar Dalal, Dr. Mitul Patel and Mr. Suresh Chandra Kookada w.e.f 1^st April 2024. There is one Non-Executive Director on the Board of the Company – Ms. Karthika Nair, who retires by rotation at the forthcoming Annual General Meeting, being eligible and offers herself for re-appointment. Accordingly, the Board recommends her re-appointment. Ms. Jayashree Nair, Managing Director, Mr. S. C. Kachhara, Joint Managing Director and Chief Financial Officer and Ms. Nikita Phatak, Company Secretary of the Company are the Key Managerial Personnel of the Company. During the year four Board meetings were held, details of which are given in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company – Mr. Prabhakar Dalal, Dr. Mitul Patel and Mr. Suresh Chandra Kookada have submitted declaration complying with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 for the financial year ended 31^st March 2025. They have registered their names in the Independent Directors database. Based on the disclosures provided by them, none of them are disqualified from being appointed as Director under section 164 of the Act and are independent from the Management.

CONFIRMATION ON INDEPENDENCE OF INDEPENDENT DIRECTORS:

The Board of Directors confirms that the independent directors of the Company fulfill the conditions specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and are independent of the management of the company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors state that:-

(a) In the preparation of the annual accounts, 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 as at 31^st March 2025 and of the Profit of the Company for the year ended 31^st March 2025.

(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 Directors have prepared the annual accounts on a going concern basis and (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.

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

CORPORATE GOVERNANCE:

The Company has complied with the requirements of Corporate Governance as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A report on Corporate Governance for the year under review is provided with a certificate from Statutory Auditor of the Company regarding compliance of corporate governance norms under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A declaration from CEO and CFO of the Company under regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is also annexed and forms part of this report.

LISTING WITH STOCK EXCHANGE:

The equity shares of the Company continue to be listed on BSE Limited and the annual listing fee for the financial year 2025-2026 has been paid by the Company.

NOMINATION AND REMUNERATION POLICY :

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Nomination and

Remuneration Policy are covered in the Corporate Governance Report. The said policy is hosted on Company's website at www.bdhind.com.

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy to identify internal and external risks, monitor implementation of procedures to minimize impact of the risks and periodically review / evaluate to ensure that risk control is exercised effectively on regular basis.

RELATED PARTY TRANSACTIONS AND POLICY :

All related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of Company's business. There were no materially significant related party transactions during the year that have potential conflict with the interests of the Company. The transactions with related parties are disclosed in the notes to the financial statements. Form AOC-2 prescribed under the Companies Act 2013 and Companies (Accounts) Rules, 2014 is furnished as Annexure V to this report. The Policy on Related Party Transactions is hosted on the website of the Company www.bdhind.com. Omnibus approval was obtained from Audit Committee and the Board on annual basis for the related party transactions. Related party transactions under Indian Accounting Standard – IND AS 24 are disclosed in the notes to the financial statements.

VIGIL MECHANISM:

There is a Whistle Blower Policy in the Company and no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is hosted on the website of the Company www.bdhind.com. During the year no such instances were reported by the employees or Directors.

FORMAL ANNUAL EVALUATION:

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of individual directors, the Board of Directors and Committees of the Board. The performance evaluation is carried out in terms of requirement under the Schedule IV of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Independent Directors at their separate meeting held on 14^th February 2025 evaluated the performance of the Non-Independent Directors, the Board as a whole and the performance of Chairperson, taking into account the views of the Joint Managing Director. The performance of the Board and its Committees was evaluated on basis of criteria such as composition of competent members, process of appointment to the Board, regular functioning, working atmosphere, investing time in reviewing business etc. The Board of Directors assessed the performance of individual directors on basis of criteria such as understanding business, deploying their expertise in strategies and governance, expressing views and judgements, keeping themselves updated on current issues etc. The performance of the Chairperson was evaluated on basis of criteria such as leadership, encouraging contributions from all members, commitment, regular attendance, guidance and directions in governing affairs of the Company, and focus on stakeholder's interests.

INTERNAL FINANCIAL CONTROLS :

The Company has adequate internal financial controls commensurate with its size and nature of operations designed to provide reliable financial and operational information for improving decision making and ensuring compliance with statues. During the year, these controls were reviewed and no instances of weakness nature were reported.

FIXED DEPOSIT :

The Company has not invited / accepted any deposits during the year under review as envisaged under sections 73, 74 and 76 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not made any loans to any third party as envisaged under section 186 of the Companies Act 2013. The Company has not given any guarantee other than bank guarantee in the normal course of business to meet the contractual obligations. The Board of Directors have authorized the Company to invest the surplus in deposits with Banks.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there have been no significant and material orders passed by any regulators / courts / tribunals that could impact the going concern status and the Company's operations in future.

CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 particulars of energy conservation, technology absorption and foreign exchange earnings and outgo are appended hereto as Annexure IV and forms part of the Annual Report.

INSURANCE :

The properties and assets of your Company are adequately insured.

INDUSTRIAL RELATIONS :

The Company has maintained cordial and harmonious relations with all its employees.

RESEARCH & DEVELOPMENT CENTRE :

The Company's R&D Centre at Mumbai is approved by Department of Science and Industrial Research (DSIR), Ministry of Science & Technology, Government of India and under section 35 (2AB) of the Income Tax Act 1961. The Company is committed to invest in R&D for long term sustainability and consistent growth with focus on development of complex and novel drug delivery systems, new dosage forms, improvement in processes and yield, cost reduction etc.

ENVIRONMENT, HEALTH & SAFETY :

The Company is committed to environment protection and industrial safety. Our manufacturing facility has been accredited with WHO-GMP Certificate, ISO 9001:2015 certification from SGS United Kingdom Limited and complies with applicable environment regulations of Maharashtra Pollution Control Board. Our manufacturing facility has adequate first aid points, safety toolbox, firefighting systems (fire extinguishers, fire alarms, smoke detectors, hydrants etc.), SOPs in case of emergencies including evacuations and disaster management exercises, CCTV camera surveillance systems, safety precautions and signage in text and pictures ensuring safety of employees. All employees are required to undergo medical surveillance, including pre-employment and annual health checkups. There is a group mediclaim policy for well-being of the employees and a group personnel accident policy for the employees in case of any untoward incident or accident. The Company conducts sessions on first aid and fire safety to maintain a safe work environment.

PROJECTS: a) The Company has two wind turbine generators with capacity of 1.6MW (0.8MW each) at Jaisalmer in Rajasthan.

The electricity generated by them is sold on Indian Energy Exchange (IEX). The windmills were fully operational in FY 2024-25 and generated 18,52,250kw of electrical energy with revenue of Rs. 103.86 lakhs in FY 2024-25 as against generation of 64,250kw of electrical energy with revenue of Rs.0.85 lakhs in FY 2023-24 (commercial operations commenced from 23^rd March 2024). b) The Company has a warehouse at MIDC Kudal and applications are invited to lease the warehouse. The cashew, mango and coconut plantations are adjacent to the warehouse.

CORPORATE SOCIAL RESPONSIBILITY :

The Company's CSR initiatives go beyond charity. Thrust areas for CSR continued to be in the field of education, supporting specially abled children, research and other allied fields. The CSR Policy of the Company is placed on the website of the Company www.bdhind.com. The CSR activities were carried through eligible charitable trusts, sponsoring a Research Project for translating lab-ideas into market ready products, providing educational aids to schools etc. These projects are for education, research and other fields. A report on CSR activities is enclosed as Annexure I of this report.

ANNUAL RETURN :

The Annual Return of the Company as on 31^st March 2025 is placed on its website at https://bdhind.com/investors/ index.php?tab=annual-return

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The Company transfers unclaimed dividends for a consecutive period of 7 years to the Investor Education and Protection Fund along with shares in respect of such dividend which have not been claimed for 7 consecutive years to the demat account of the IEPF Authority. The Company sends reminder letters to shareholders to claim their dividends before transferring the same to IEPF Authority. Notices are published in the newspapers, uploaded on BSE website and the details of unclaimed dividend of shareholders whose shares are liable to be transferred to the IEPF Authority are uploaded on the Company's website www.bdhind.com The unclaimed dividend & shares transferred to IEPF during the financial year 2024-25 are as follows :-

The Company uploaded the details of above mentioned shares on the website www.mca.gov.in. The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares. Members may note that the shares and unclaimed dividend transferred to IEPF Authority can be claimed by complying with the required procedure followed by filing online application in prescribed form no. IEPF 5 on www.mca.gov.in. The Company Secretary is the Nodal Officer under the provisions of IEPF. The unclaimed dividend for FY 2017-18 onwards will be transferred to IEPF as per schedule given below:-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this Annual Report.

AUDITORS AND AUDITORS' REPORT: STATUTORY AUDIT :

M/s. CLB & Associates, Chartered Accountants (Firm Registration No. 124305W) are the Statutory Auditors of the Company for a period of 5 years till the conclusion of the Company's 37^th Annual General Meeting. The Auditors Report on the financial statements for the year ended 31^st March 2025 read with the notes to accounts are self-explanatory. There are no qualifications, reservations or adverse remarks made by the Auditors.

SECRETARIAL AUDIT:

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s JHR & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing secretarial records maintained by the Company for the financial year ended on 31^st March 2025. The Secretarial Audit Report is annexed herewith to the Directors Report in Annexure II. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.

COST AUDIT:

Pursuant to the provisions of section 148 of the Companies Act 2013 and Companies (Audit and Auditors) Rules

2014, M/s. Krishna & Associates, Cost Accountants (Firm Registration No. 100939) were appointed as cost auditors to conduct the audit of the cost records of the Company for the financial year 2023-24 and the Cost Audit Report was filed with Ministry of Corporate Affairs on 6^th September 2024 within prescribed time. The Cost Audit Report for the financial year 2024-25 shall be filed with Ministry of Corporate Affairs within the prescribed time.

RATIO OF REMUNERATION:

As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the required details are given below:

b. The increase in remuneration of Ms. Jayashree Nair, Managing Director and Mr. S. C. Kachhara, Joint Managing Director and Chief Financial Officer is 10% and percentage increase in remuneration of Ms. Nikita Phatak, Company Secretary is 2.63% c. The median remuneration of employees increased by 2.29% in the financial year. d. There are 112 employees on the rolls of the Company. e. The average percentile increase in salaries of employees other than managerial personnel is 3.25% and the increase in remuneration of Ms. Jayashree Nair, Managing Director and Mr. S. C. Kachhara, Joint Managing Director and Chief Financial Officer is 10% and percentage increase in remuneration of Ms. Nikita Phatak, Company Secretary is 2.63%. f. We affirm that the remuneration paid is as per Remuneration Policy of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :

The Company is dedicated in providing a safe, conducive and healthy working environment that enables its employees to work without fear of prejudice and gender bias. The Company has an Internal Complaints Committee to address the complaints of sexual harassment at workplace under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint of sexual harassment was received by the Company.

APPRECIATION:

Your Directors place on record sincere appreciation of the contribution made by the employees. The Directors also express their gratitude to the shareholders for the confidence and faith they continued to repose in the Company. Your Directors take this opportunity to thank all government and regulatory authorities, banks, suppliers, business associates and customers for their continued support and guidance.