We have pleasure in presenting the 37^th Directors' Report on the business and operations of the Company together
with the Audited Financial Statements for the Financial Year ended 31^st March, 2025.

1. FINANCIAL SUMMARY / HIGHLIGHTS :

The performance of the Company during the year has been as under: (R_s I_n Lakh_s)

2. REVIEW OF OPERATIONS:

During the year under the review, the Company has recorded Total Revenue of Rs. 9,059.33 Lakhs and Net Profit
of Rs. 389.70 Lakhs as against the Total Revenue of Rs. 6,668.67 Lakhs and Net Profit of Rs. 174.86 Lakhs in the
previous Financial Year ending 31.03.2024.

3 BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS :

The information on Company's affairs and related aspects is provided under Management Discussion and Analysis
report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) regulations, 2015 and forms part of this Report.

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

During the period under review and the date of Board's Report there was no change in the nature of Business.

5. RESERVES : The Company has not carried any amount to the reserves.

6. DIVIDEND : Your Directors have decided not to recommend dividend for the year 2024-25

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY :
There are no major material changes and commitments affecting the financial position of the Company after the
end of the financial year and up to date of this report

8. SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31.03.2025 is Rs. 9,25,00,000 /- divided into 60,00,000
Equity Shares of Rs. 10/- each and 3,25,000 Redeemable Non-Convertible Preference Shares of Rs. 100/- each.

The Paid-up Share Capital of the Company as on 31.03.2025 is Rs. 5,20,96,330/- divided into 52,09,633
equity shares of Rs.10/- each.

During the financial year company has redeemed 1,85,000.00 (One lakh eighty five thousand only)
redeemable non-convertible preference shares of face value of Rs.100/-each (Preference Shares), at
par amounting to Rs.1,85,00.000 (Rupees one crore eighty five lakhs only).

9. BOARD MEETINGS :

The Board of Directors duly met Seven (07) times during the financial year from 01.04.2024 to 31.03.2025. The
dates on which the meetings were held are 30.05.2024, 14.08.2024, 04.09.2024, 11.11.2024, 13.11.2024,
12.02.2025 and 31.03.2025.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments attracting the provision of Section 186
of the Companies Act, 2013 during the year under review.

11. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which deals with the review and approval of
related party transactions.

All related party transactions that were entered into during the financial year were on arm's length basis and were
in the ordinary course of business. There were no material significant related party transactions made by the
Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a
potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act,
2013 in the prescribed Form AOC-2 is appended as Annexure-1 which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the
Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature.

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY
MANANGERIAL PERSONNEL:

A Dr. Aluri Naga Uma Maheswara Prasad (DIN: 02970817) retires by rotation and being eligible offers himself for
re-appointment.

A Mr. Pattabhi Rama Rao (DIN: 00353641) is proposed to be re-appointed as Chairman & Managing Director of
the Company for a period of three years effective April 1, 2026 to March 31, 2029.

A Mr. P. Praveen Kumar (DIN: 00353720) is proposed to be re-appointed as Joint Managing Director of the
Company for a period of three years effective April 1, 2026 to March 31,2029.

As required under regulation 36 (3) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations,
2015, Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment and Directors
resigning are given as under:

13. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING
THE YEAR:

No Independent Directors were appointed during the period under review.

14. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2025 is
available on the website of the Company: www.bhaskaragro.com.

15. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /
ASSOCIATES/ JOINT VENTURES:

The Company does not have any Subsidiary, Associate or Joint venture.

16. AUDITORS:

a. Statutory Auditors

The members of the Company in accordance with section 139 of the Companies Act, 2013 had passed a resolution
for appointment of M/s. R. Kankaria & Uttam Singhi, as Statutory Auditors of the company for a period of 5 years
from the conclusion of ensuing 34^th AGM till the conclusion of 39^th Annual General Meeting of the company to be
held in the year 2027.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2025
and has noted that the same does not have any reservation, qualification or adverse remarks. However, the
Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and
growth in the coming years.

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, the Board has appointed
M/s. Vivek Surana & Associates, Practicing Company Secretaries to undertake Secretarial Audit of the Company
for financial year ending 31.03.2025. The report of the Secretarial Auditor is enclosed herewith vide Annexure-2
of this Report.

Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the Financial Year ended March 31, 2025 and has
noted that the same does not have any reservation, qualification or adverse remarks.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report is not applicable to the Company for financial year ending 31.03.2025.

c. Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1)
of the Act, are not applicable for the Company for the year 2024-25.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies read with rules made there under, the Board has
appointed Mr. Sunesh Agarwal, Chartered Accountant, as Internal Auditors of the Company.

17. DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act,
2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

18. COMMITTEES:

A. AUDIT COMMITTEE:

Brief Description of Terms of Reference: - The terms of reference of the Audit Committee encompasses the
requirements of Section 177 of Companies Act, 2013 and as per Regulation 18 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and, interalia, includes:

i) Over view of the Company's financial reporting process and disclosure of its financial information to ensure
that the financial statement reflects a true and fair position and that sufficient and credible information is disclosed.

ii) Recommending the appointment and removal of statutory auditors, internal auditors and cost auditors, fixation
of their audit fees and approval for payment of any other services.

iii. Reviewing the utilization of loans and/ or advances from/investment by the holding Company in the subsidiary
exceeding Rs. 100 Crores or 10% of the asset size of the subsidiary, whichever is lower including existing
loans / advances / investments existing as on the date of coming into force of this provision.

iv. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.

v. Review with the management and statutory auditors of the annual financial statements before submission to
the Board with particular reference to:

(a) Matters required to be included in the Directors' responsibility statement to be included in the Board's report
in terms of clause (c) of sub-Section (3) of Section 134 of the Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

(vi) Review of the quarterly financial statements with the management before submission to the board for approval;

vii) Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to
the board to take up steps in this matter;

viii) Review and monitor statutory auditor's independence and performance and effectiveness of audit process;

ix) Approval or any subsequent modification of transactions with related parties;

x) Scrutiny of inter-corporate loans and investments;

xi) Review of valuation of undertakings or assets of the company wherever it is necessary;

xii) Evaluation of internal financial controls and risk management systems;

xiii) Review with the management, statutory auditors and the internal auditors about the nature and scope of
audits and of the adequacy of internal control systems;

xiv) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure, coverage and frequency of
internal audit;

xv) discussion with internal auditors of any significant findings and follow up there on;

xvi) Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board;

xvii) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;

xviii) Look into the reasons for any substantial defaults in payment to the depositors, debenture-holders, shareholders
(in case of non-payment of declared dividend) and creditors, if any;

xix) Review the functioning of the whistle blower mechanism;

xx) Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and
background, etc. of the candidate

xxi) Review of the following information:

a) Management discussion and analysis of financial condition and results of operations;

b) Management letters / letters of internal control weaknesses issued by the statutory auditors;

c) Internal audit reports relating to internal control weaknesses;

d) The appointment, removal and terms of remuneration of the Chief Internal Auditor;

e) Statement of deviations

xxii Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

xxiii Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus
in terms of Regulation 32(7) of the (Listing Obligations and Disclosure Requirements) Regulations, 2015.

xxiv Carrying out any other function as may be referred to the Committee by the Board.

xxv Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters
specified in Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year 2024-25, (4) Four meetings of the Audit Committee were held on the 30.05.2024, 14.08.2024,
13.11.2024 and 12.02.2025.

The details of the composition of the Committee and attendance of the members at the meetings are given below

NED (I): Non-Executive Independent director
ED: Executive director

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee ('NRC') functions in accordance with Section 178 of the Act,
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and its Charter
adopted by the Board. The terms of reference of the NRC includes:

a) Recommend to the Board the setup and composition of the Board, including formulation of the criteria for
determining qualifications, positive attributes and independence of a director.

b) Periodical review of composition of the Board with the objective of achieving an optimum balance of size, skills,
independence, knowledge, age, gender and experience.

c) Support the Board in matters related to the setup, review and refresh of the Committees.

d) Devise a policy on Board diversity.

e) Recommend to the Board the appointment or reappointment of Directors.

f) Recommend to the Board how the Company will vote on resolutions for appointment of Directors on the Boards
of its material subsidiaries.

g) Recommend to the Board, the appointment of Key Managerial Personnel (KMP) and executive team members.

h) Carry out the evaluation of every Director's performance and support the Board and Independent Directors in
the evaluation of the performance of the Board, its committees and individual Directors, including formulation of
criteria for evaluation of Independent Directors and the Board.

i) Oversee the performance review process for the KMP and executive team with the view that there is an
appropriate cascading of goals and targets across the Company.

j) Recommend the Remuneration Policy for the Directors, KMP, executive team and other employees.

k) On an annual basis, recommend to the Board the remuneration payable to Directors, KMP and executive team
of the Company.

l) Review matters related to remuneration and benefits payable upon retirement and severance to MD/EDs, KMP
and executive team.

m) Review matters related to voluntary retirement and early separation schemes for the Company.

n) Provide guidelines for remuneration of Directors on material subsidiaries.

o) Recommend to the Board how the Company will vote on resolutions for remuneration of Directors on the
Boards of its material subsidiaries. Assist the Board in fulfilling its corporate governance responsibilities relating
to remuneration of the Board, KMP and executive team members.

p) Oversee familiarization programmes for Directors.

q) Review HR and People strategy and its alignment with the business strategy periodically, or when a change is
made to either.

r) Review the efficacy of HR practices, including those for leadership development, rewards and recognition,
talent management and succession planning.

s) Perform other activities related to the charter as requested by the Board from time to time.

During the financial year 2024-25, (1) One meeting of the Nomination & Remuneration Committee meeting held on

12.02.2025.

NED (I): Non-Executive Independent director
NED: Non-Executive director

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Terms of reference of the committee comprise of various matters provided under Regulation 20 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 178 of the Companies Act,
2013 which inter-alia include:

a) Resolving the grievances of the security holders of the Company including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc.

b) Proactively communicate and engage with stockholders including engaging with the institutional shareholders at
least once a year along with members of the Committee/Board/ KMPs, as may be required and identifying
actionable points for implementation.

c) Review of measures taken for effective exercise of voting rights by shareholders;

d) Review of adherence to the service standards adopted by the Company in respect of various services being
rendered by the Registrar & Share Transfer Agent;

e) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders
of the company;

f) Such other matter as may be specified by the Board from time to time.

During the financial year 2024-25, (1) one meeting of the Stakeholders and Relationship Committee meeting held on
the 12.02.2025.

ED (I): Non-Executive Independent director
ED: Executive director

19. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF
CSR POLICY):

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs. 1000 Crores or more
or a net profit of Rs. 5 Crores or more during the financial year 2024-25, section 135 of the Companies Act, 2013
relating to Corporate Social Responsibility is not applicable and hence the Company need not to adopt any
Corporate Social Responsibility Policy.

20. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business and size of the operations,
to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances,
adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available
resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary
control system to monitor revenue and expenditure against approved budget on an ongoing basis.

21. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company to the effect that
they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies
Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.
In terms of Regulations 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists
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.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the
Company, er than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board of Directors and Committee(s).

22. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations and businesses. Interaction with the
Business heads and key executives of the Company is also facilitated. Detailed presentations on important
policies of the Company are also made to the directors. Direct meetings with the Chairman are further facilitated
to familiarize the incumbent Director about the Company/its businesses and the group practices.

23. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern
status of the Company and its future operations.

24. CONSOLIDATED FINANCIAL STATEMENT:

Since the Company does not have any subsidiary or associate company there is no requirement of preparing the
Consolidated Financial Statements during the financial year 2023-24 in accordance with relevant accounting
standard issued by the Institute of Chartered Accountants of India.

25. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

26. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

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 due date is required
to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.
During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no
amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and
Section 125(2) of the Act.

27. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy
wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Research & Development and Technology Absorption:

a) Research and Development (R&D): NIL

b) Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for
directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, to facilitate reporting of the genuine concerns about unethical
or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of directors and
employees who avail of the mechanism and also provides direct access to the Chairman of the Audit Committee.
The said policy has been uploaded on the website of the Company.

29. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a
robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities.
As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and
effectiveness of current detection. Such risks are reviewed by the senior management on a periodical basis.

30. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 provides an overview of the affairs of the Company,
its legal status and autonomy, business environment, mission & objectives, sectoral and operational performance,
strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal
control systems is appended as Annexure - 3 for information of the Members.

31. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of
certain policies for all listed companies. All the policies are available on our website www.bhaskaragro.com

32. PARTICULARS OF REMUNERATION:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as
Annexure-4 to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every
employee is annexed to this Annual report as Annexure-5.

During the year under review, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above
per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of
the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment &
Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mr. P.
Pattabhi Rama Rao, Chairman & Managing Director and Mr. P Praveen Kumar, Joint Managing Director & CFO
of the Company to the median remuneration of the employees is 18.59:1 and 18.59:1 respectively.

33. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) and 134(5) of the Companies Act, 2013 and on the basis of
explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the
Company from time to time, we state as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgment
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 or loss of the Company for that period;

c) That 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) That the Directors have prepared the annual accounts on a going concern basis;

e) That the Directors have lain down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

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

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditor's u/s 143(12).

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition
& Redressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal Complaints
Committees as per requirement of the Act which are responsible for redressal of complaints relating to sexual
harassment against woman at workplace. During the year under review, there were no complaints pertaining to
sexual harassment against women pending at the beginning of the year or received during the year.

36. BOARD EVALUATION:

The Company has adopted a formal mechanism for evaluation of the performance of the Board, its committees
and individual directors, including the Chairman of the Board, in accordance with the requirement under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
accordingly evaluation of the performance of the Board and its Committees have been carried out annually.

The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors
with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated
January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by
Securities and Exchange Board of India

The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board
Committees such as its composition, oversight and effectiveness, performance, skills and structure etc.

37. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

38. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee's stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: NA

h) Redemption of unlisted Redeemable Non-Convertible Preference Shares of Rs. 100 each:

During the Financial Year Company has redeemed 1,85,000 (One Lakh Eighty-Five Thousand Only) Redeemable
Non-Convertible Preference Shares of face value of Rs. 100/- each (Preference Shares), at par amounting to
Rs. 1,85,00,000 (Rupees One Crore Eighty-Five Lakhs Only).

39. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review no Company has become its subsidiary, joint venture or associate Company.

40. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons
who are qualified to become Directors and to determine theindependence of Directors, in case of their appointment
as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance with the provisions
of Section 178 of the Companies Act, 2013 and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement),
Regulations, 2015.

2.3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies Act,
2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015.

3. Policy:

3.1 Qualifications and criteria:

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate
skills, knowledge and experience required of the Board as a whole and its individual members. The objective
is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member, the NR Committee may take into account factors,
such as:

♦ General understanding of the company's business dynamics, global business and social perspective;

♦ Educational and professional background

♦ Standing in the profession;

♦ Personal and professional ethics, integrity and values;

♦ Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

♦ shall possess a Director Identification Number;

♦ shall not be disqualified under the Companies Act, 2013;

♦ shall Endeavour to attend all Board Meeting and wherever he is appointed as a Committee Member, the
Committee Meeting;

♦ shall abide by the code of Conduct established by the company for Directors and senior Management
personnel;

♦ shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other
association of individuals including his shareholding at the first meeting of the Board in every financial
year and thereafter whenever there is a change in the disclosures already made;

♦ Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, SEBI
Regulation 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and other
relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a
group that best enables the success of the company's business.

3.2 Criteria of independence:

3.2.1The Nomination and Remuneration Committee shall assess the independence of Directors at time of
appointment/ re-appointment and the Board shall assess the same annually.

3.2.2 The Board shall re-assess determinations of independence when any new interest or relationships are disclosed

by a Director.

3.2.3 The criteria of independence shall be in accordance with the guidelines as laid down in Companies Act, 2013
and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.2.4 The Independent Director shall abide by the “Code for Independent Directors “as specified in Schedule IV to
the companies Act, 2013.

3.3 Other Directorships/Committee Memberships:

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to
effective Board performance. Accordingly, members should voluntarily limit their Directorships in other listed
public limited companies in such a way that it does not interfere with their role as Director of the Company.
The Nomination and Remuneration Committee shall take into account the nature of, and the time involved in
a Director service on other Boards, in evaluating the suitability of the individual Director and making its
recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be public
limited companies.

3.3.3 A Director shall not serve as an Independent Director in more than 7 listed companies and not more than 3
listed companies in case he is serving as a Whole-Time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committee
across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of
all public limited companies, whether listed or not, shall be included and all other companies including private limited
companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded.

41. REMUNERATION POLICY:

A. Scope:

This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to

the Board the remuneration of the directors, key managerial personnel and other employees of the company.

B. Terms and Reference:

In this policy the following terms shall have the following meanings:

(i) “Director” means a director appointed to the Board of the company.

(ii) “Key managerial personnel” means

♦ The Chief Executive Office or the managing director or the manager;

♦ The company secretary;

♦ The whole-time director;

♦ The chief finance Officer; and

♦ Such other office as may be prescribed under the companies Act, 2013

(iii) “Nomination and Remuneration Committee” means the committee constituted by Board in accordance with
the provisions of section 178 of the companies Act,2013 and reg. 19 of SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015.

C.Policy:

1. Remuneration to Executive Director and Key Managerial Personnel:

(i) The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and
approve the remuneration payable to the Executive Director of the company within the overall approved by the
shareholders.

(ii) The Board on the recommendation of the NR committee shall also review and approve the remuneration payable
to the key managerial personnel of the company.

(iii) The Remuneration structure to the Executive Director and key managerial personnel shall include the following
components:

♦ Basic pay

♦ Perquisites and Allowances

♦ Stock Options

♦ Commission (Applicable in case of Executive Directors)

♦ Retrial benefits

♦ Annual performance Bonus

(iv) The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual
performance Bonus will be approved by the committee based on the achievement against the Annual plan and
Objectives.

2. Remuneration to Non-Executive Directors:

(i) The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve
the remuneration payable to the Non-Executive Directors of the Company within the overall limits approved by
the shareholders as per provisions of the Companies act.

(ii) Non-Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees
thereof. The Non-Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3. Remuneration to other employees:

Employees shall be assigned grades according to their qualifications and work experience, competencies as
well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the
appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and
prevailing remuneration levels for equivalent jobs.

42. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays down guidelines
and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as
the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of
deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider
Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished
price sensitive information and code of conduct for the prevention of insider trading, is available on our website:
www.bhaskaragro.com.

43. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. The Company maintains appropriate system of internal control, including monitoring
procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company
policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all
transactions are authorized, recorded and reported correctly. During the period under review, there is no material
or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and
Analysis Report which forms part of this Report.

44. INSURANCE:

The properties and assets of your Company are adequately insured.

45. CREDIT & GUARANTEE FACILITIES:

During the year under review, the Company has not availed credit and guarantee facilities.

46. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social
responsibility. The Company has been taking upmost care in complying with all pollution control measures from
time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest
shown by the Employees of your Company in this regard.

47. CORPORATE GOVERNANCE:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than
Rs. 25 Crores, Corporate Governance is Not Applicable.

48. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial
institutions.

49. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):

During the year under review, there were no applications filed for corporate insolvency resolution process, by a
financial or operational creditor or by the company itself under the IBC before the NCLT or remained pending.

50. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING
TO THE MATERNITY BENEFIT ACT 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended
from time to time. The Company is committed to fostering a supportive and inclusive work environment, and
ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory
requirements.

51. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the contribution made by the employees at all levels,
to the continued growth and prosperity of your Company. Your directors also wish to place on record their
appreciation of business constituents, banks and other financial institutions and shareholders of the Company for
their continued support for the growth of the Company.

For and on behalf of the Board
BHASKAR AGROCHEMICALS LIMITED

P. PRAVEEN KUMAR P. PATTABHI RAMA RAO

^{Place: Hyderabad} Joint Managing Director & CFO Chairman & Managing Director

^Date : ⁰⁵ 09 2025 DIN : 00353720 DIN : 00353641