Bemco Hydraulics Ltd

To the Members,

The Directors have pleasure in presenting their 67th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31stMarch, 2025 incorporating therein the consolidated financial statement covering the activities of its subsidiaries PEGASYS MACHINES PRIVATE LIMITED and BEMCO FLUIDTECHNIK LLP.

The financial statement for the year ended 31st March, 2025 of the company and its subsidiary are prepared with comparative data, in compliance with Ind AS.

The company has achieved turnover of Rs. 8347.71/-Lakhs as against Rs. 7235.79/-Lakhs for the previous year. The Total comprehensive income for the year works out to Rs. 895.57/-Lakhs as against Rs. 702.93/-Lakhs of the previous year.

During the year the Company has acquired 100% equity in Pegasys Machines Private Limited through executing Share Purchase agreement on 09th February, 2024, by acquiring the control and business of said company for a cash consideration of Rs.1945/- lakhs. The consolidated statement of Bemco Hydraulics Limited with Pegasys Machines Private Limited and Bemco Fluidtechnik LLP is reproduced in brief. The consolidated turnover was Rs.10111.25/- Lakhs as against Rs. 8557.11/- Lakhs for the previous year. The consolidated Total comprehensive profit for the year is of Rs.1229.26/- Lakhs as against. Rs. 793.83/- lakhs for the previous year.

Subsequent to the date of Financial Statements (i.e. after 31st March 2025), no significant event has occurred.

During the year under operation there was no change in the nature of business.

The Equity Share capital of the company is Rs. 2,19,33,500/-. The preference share capital is Rs. 3,00,00,000/- and the present total paid up capital of the company amounts to Rs.5,19,33,500/-.

5. ANNUAL RETURN:

The annual return e- form MGT-7 for the financial year 2024-25 is available on the website www.bemcohydraulics.net.

In the Board of Directors meeting held on 16th May, 2025, the Board recommended a dividend at the rate of Rs. 2/-(two) on 21,86,700 equity share of Rs.10/- each, which, if approved at the forthcoming 67th annual general meeting, would be paid out of provision for dividend amounting to Rs. 43,73,400/-. The record date for the same is fixed on Friday, 25/07/2025.

The Board wishes to explain that the dividend on 300000preference shares were in arrears for the financial year 2024-25,the Company has paid the 11% cumulative dividend on 300000 preference shares for the financial year 2024-25 which amounts to an outflow of Rs.33,00,000/-, after taking approval of the Board of directors in the meeting held on 16th May, 2025, and further shall confirm the same in the forthcoming 67th Annual General meeting.

These preference shares are held by the promoters themselves as borne out by the list of preference share holders as under:

1. MOHTA CAPITAL PRIVATE LIMITED

2. SRI RAMACHANDRA ENTERPRISESPRIVATE LIMITED

As Dividend is paid on 3,00,000 preference shares for F. Y., 2024-25, the Preference Share holders would not get voting rights on par with equity share holders, in terms of the provisions of Section 47 of the Companies Act 2013 on and after in the forthcoming AGM.

The composition of Board of Directors of the Company as on date is as under:

We regret to inform you the sad demise of Mrs. Urmiladevi Mohta (DIN: 00068906) Chairman/ Promoter Director of the Company on Friday 10th January, 2025.

Mrs Urmiladevi Mohta, the Chairman/ Promoter Director had joined the company as Director of the company and eventually he became the Chairman which post he held till 09th January, 2025. she was Director in Mohta Capital Pvt Ltd and was also holding directorship in other private sister companies. she had a rich varied Experience and expertise in the field of general management and he has been an asset to the Company.

Mrs Urmiladevi Mohta sudden passing away is an irreparable loss to the company and all the directors and employees of the company convey deep sympathy, sorrow and condolences to his family.

Mr. Vijay Kumar Mohta Promoter/Director of the company was elected as the chairman to the board in the board of Directors meeting held on 06th February, 2025.

Mrs. Jyoti Mohan Dalmia was appointed as an additional director of the Company in the board of Directors meeting held on 06th February, 2025 and who holds office till the commencement of the forthcoming Annual General Meeting of the Company.

a. AUDIT COMMITTEE

b. NOMINATION AND REMUNERATION COMMITTEE

c. STAKE HOLDERS RELATIONSHIP COMMITTEE

d. COMMITTEE FOR PREVENTION OF SEXUAL HARRSSMENT OF WOMAN AT WORKPLACE/ INTERNAL COMPLAINTS COMMITTEE

10. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

At Bemco, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, color, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Bemco every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Bemco. The Direct Touch (Whistle-Blower & Protection Policy).

Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place 'Prevention of Sexual Harassment Policy'. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal ) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. There were no complaints before the ICC during the financial year 2024-25 as borne out by following table.

11. The company has complied with the provisions of The Maternity Benefit Act, 1961.

The members at the 64th Annual General meeting of the company held on July 29th, 2022 had appointed /s A C Bhuteria & Co, a firm of Chartered Accountants (Firm Registration number 303105E) as the statutory auditors of the

Company to hold office for a period of five consecutive years i.e. from the conclusion of the said Annual General Meeting until the conclusion of 69th Annual General Meeting of the Company to be held in 2027.

The audit conducted by M/s A C Bhuteria & Co, a firm of Chartered Accountants (Firm Registration number 303105E) for financial year 2024-25 contains a qualification remark w.r.t Goods and service tax and the boards explanation for the same is mentioned in Annexure III. The Auditors' Report is enclosed with the financial statements in this Annual Report and it is self-explanatory.

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company in the board meeting held on 30thMay, 2024 had appointed/s SDR & ASSOCIATES, a Firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2025. The Secretarial Audit Report issued in this regard is enclosed to this Report.

In the Board of Directors meeting held on 30th May, 2024 M/s Latkan & Associates were appointed to undertake internal audit of the Company for the financial year ending 31st March, 2025, as required under section 138 read with rule 13 of companies (Accounts) Rules, 2014. The internal audit report given by the auditor for the financial year 2024-25 does not contain any qualification remark.

In pursuance of Section 148 of Companies Act 2013 read with Rule 5(1) of Companies (Cost Record and Audit) Amendment Rules 2014. Mr Umesh Kini, Cost Accountant was appointed to carry out cost compliance certification for the financial year 2024-25. The Company is not covered by Cost Audit, nonetheless, the company is maintaining Cost Records on routine basis and the Company obtains Cost Compliance report from a practicing Cost Accountant as a matter of good corporate practice and to instill cost consciousnesses at all level of operations.

All Related Party Transactions that were entered into during the financial year under review were on an arm's length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders' approval under Regulation 23 of the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for them cannot be foreseen in advance. None of the transactions entered into with related parties falls under the scope of Section 188(1) of the Act. Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure -V in Form AOC-2 and forms part of this Report. The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board may be viewed on the Company's website at www.bemcohydraulics.net.

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. The Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. Our Corporate governance report for fiscal 2024-25 forms part of this Integrated Annual Report.

The Vigil Mechanism acts as an additional internal element of the Company's compliance and integrity policies.All employees, directors, vendors, suppliers, dealers and consultants, including auditors and advocates who are associated with BEMCO can raise concerns regarding malpractices and events which may negatively impact the company. Vigil Mechanism has been established under the supervision of the Chief financial Officer and the Company Secretary of the Company. The Audit Committee, and the company secretary reviews the working of the Vigil Mechanism from time to time and make suggestions, if needed. The Vigil protects the whistleblower against victimization for the disclosures made by him/her and ensures complete confidentiality of the whistleblower's identity and the information provided by him/her. The investigation is conducted honestly, neutrally and in an unbiased manner. The subject or other involved persons in relation with the protected disclosure are also given an opportunity to be heard. Strict disciplinary actions are taken against anyone who conceals or destroys evidences related to protected disclosures made under this mechanism.The company has adopted a policy on whistle blower and vigil mechanism where the policy also provides for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The policy on whistle blower and vigil mechanism is also uploaded on the company's website www.bemcohydraulics.net

No regulatory authority has passed any orders having material impact on the Company.

There are sound internal controls commensurate with nature and size of the Company that have been incorporated in the Policy to detect the financial discrepancies well in time. Key policies are defined, understood and enforced. Operating procedures are clearly defined; detailed and harmonized procedures are available across the organization. Several controls are preventive in nature and automated. All stakeholders are aware of their roles and responsibilities with respect to processes and controls. The culture of compliance with laid down guidelines and procedures is evident through the actions and behavior of individuals and teams. The Management Information System ensures that adequate and accurate information is available for reporting and decision making. The Audit committee also evaluates the operating effectiveness of Internal Financial Control systems.

Moreover:

- Internal Audit is carried out at regular intervals by an Independent Chartered Accountant, who submits his report to the Audit Committee and Board

- Statutory Auditors carry out the verification of Books on every Quarter before submitting their Limited Review Report

Board is prompt in maintaining the adequacy of Internal Financial Controls with reference to the Financial Statements

The company is listed in Bombay Stock Exchange and The Company has paid the Annual Listing Fees for the year 2025-26 to Bombay Stock Exchange where the Company's Shares are listed.

Securities and Exchange Board of India (SEBI) has issued circular no. SEBI/HO/CFD/CFD-PoD- 2/P/CIR/2023/167dated October 7, 2023regarding relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, requirement of sending physical copies of annual report to shareholders are dispensed with for listed entities who conduct their AGM till December 31, 2025.

We request the shareholders to download the 67th Annual Report which is uploaded on our website www.bemcohydraulics.net.

Members are requested to support the "Green Initiatives" by registering their Email address with the company, if not already done.

Those members who have changed their Email id are requested to register their new Email ID with the Company in case of the shares are held in physical form and with the depository participant where shares are held in demat mode.

Members holding in physical mode are also requested to register their email address with our Registrar and Transfer Agent Adroit Corporate Services Pvt Ltd, 19/20, Jaferbhoy Industrial Estate,1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai-400059 or Email: info@adroitcorporate.com such registration of email address may also be made with the Company at its registered office as per the address mentioned above or at the email id isc@bemcohydraulics.net

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government, the Banks/ Financial Institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.