The directors submit annual report of Beardsell Limited (the “Company” or “Beardsell”) along with the audited
financial statements for the financial year ended 31^st March 2025. The consolidated financial statements have been
prepared in accordance with the provisions of the Companies Act, 2013, SEBI Listing Regulations and the
Accounting Standards. The audited consolidated financial statements, together with the Auditors’ Report, form
part of the Annual Report.

Financial Performance:

Summary financial performance of the Company is provided below and a more detailed report, state of it’s affairs
are included in the Management Discussion and Analysis:

Dividends:

The Board of Directors has recommended Final Dividend of Re.0.10 (ten paise only) per Equity Share of face
value of Rs.2.00 (Rupees two only) each for the financial year ended 31^st March 2025. The dividend shall be paid
after approval of the Members at the ensuing Annual General Meeting.

Reserves:

The Company does not propose to transfer amounts to the general reserve.

Share Capital:

The paid-up Equity Share Capital as on 31^st March 2025 was remained unchanged at Rs.7,88,74,000/- (Rupees
seven crore eighty-eight lakhs seventy-four thousand only) consisting of 3,94,37,000 (Three crore ninety-four
lakhs thirty-seven thousand) full paid-up Equity Shares of Rs.2/- (Rupees two only) each.

Fixed Deposits:

Company has been accepting deposits from it’s members within the purview of provisions of Section 73 of the
Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 to augment the
working capital needs. The details of deposits during the financial year are provided below:

Particulars of loans, guarantees and investments:

During the year under review, the Company has not granted any loans, made any investments and provided any
guarantee or security. The particulars of the loans granted, investments made and guarantee or security provided
in the earlier years are given in the standalone financial statement.

Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and
ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and
there are no material departures;

(ii) they 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 and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively;

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

Based on the work performed by the internal auditors, statutory auditors, cost auditor and secretarial auditor,
including audit of internal financial controls over financial reporting by the statutory auditors, the board is of the
opinion that the Company ’ s internal financial controls and compliance systems were adequate and effective during
the reporting period.

Subsidiary Company:

As on closing of the reporting financial year, the company has one subsidiary Company. There are no associate
companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). There has been no material
change in the nature of the business of the subsidiary.

A statement containing salient features of the financial statements of the subsidiaries, highlighting performances
and financial position during the year is provided below:

The audited accounts of the subsidiary are available on company’s website www.beardsell.co.in and copy shall be
provided to shareholders who ask for it. Policy for determining material subsidiaries of the Company is also
available on the website of the Company.

Directors and key managerial personnel:

Dr.Gurram Jagannatha Reddy (DIN:07472109), Mr.A V Rammohan (DIN:02093767) and Mr. Mannam
Malakondaiah (DIN:01431923), are the independent directors of the Company.

Dr.Gurram Jagannatha Reddy, Mr.A V Rammohan have been reappointed for second term of five years vide postal
ballot concluded on 27^th June 2024, respectively upto 27^th June 2029 and 20^th October 2029. Mr. Mannam
Malakondaiah is appointed for the first term of five years ending on 12^th August 2027.

The terms and conditions of appointment of independent directors are as per Schedule IV of the Act, same is
available in the website of the company at www.beardsell.co.in They have submitted declaration that each of them
meets the criteria of independence as provided in section 149(6) of the Act and SEBI Listing Regulations and not
disqualified from being appointed as Directors.

Mr.R Gowrishanker (DIN:00104597) and Mr.Jeyapaul Singh (DIN:03129164) were the Non-executive Directors
in the Board of Directors of the Company.

Mr.Amrith Anumolu (DIN: 03044661), Executive Director; Mrs.Anumolu Jayasree, Whole-time Director; Mr.V
V Sridharan, Chief Financial Officer; and Mr.Kanhu Charan Sahu, Company Secretary were the key managerial
personnel of the Company throughout the year, pursuant to the provisions of section 203 of the Act.

Board of Director of the Company at its meeting held on 12^th August 2025, with recommendation of the
Nomination and Remuneration Committee and, subject to the approval of members of the Company, has approved
the appointment and redesignation of Mr.Amrith Anumolu as Managing Director of the Company for a period of
three (3) years from 15^th August 2025 to 14^th August 2028.

Mr.R Gowrishanker and Mr.Amrith Anumolu, retire by rotation and being eligible they have offered for
reappointment at the ensuing Annual General Meeting.

Pecuniary relationship or transaction of the non-executive directors during the year with the Company are
disclosed under Related Party Transactions in the notes to the Financial Statements and other places in the Report.

Composition of the board of directors and committees thereof, including the Audit Committee, the Nomination
and Remuneration Committee, the Stakeholders Relationship Committee and the details of meeting of the board
and the committees are discussed fully in the corporate governance report.

Company’s policy on directors’ appointment and remuneration and other matters provided in section 178(3) of the
Act has been discussed along with the Nomination and Remuneration Committee in the corporate governance
report.

Receipt of unsecured loans from Directors:

The details of unsecured loans received and outstanding at the end of the period is disclosed in the Notes under
Financial Statements.

Board evaluation:

The Board members and the Committee members performed their functions as required by the Companies Act
2013 and as per the regulatory framework of Securities and Exchange Board of India.

The evaluation of the individual directors, including the independent directors was done taking into account their
qualification, experience, competency, knowledge, understanding of their respective roles (as a Director,
Independent Director and as a member of the Committees of which they are Members/Chairpersons), adherence
to Codes and ethics, conduct, attendance and participation in the meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the
board as a whole and performance of the chairperson was evaluated. The same was discussed in the board meeting
that followed the meeting of the independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated.

Risk Management:

The Company has in place a Risk Management Policy, pursuant to Section 134 of the Companies Act, 2013, which
is published in the website of the Company at www.beardsell.co.in The Board of Directors and the Audit
Committee shall be responsible for framing, implementing and monitoring the risk management plan of the
company. Senior Executives shall be responsible for implementation of the risk management system as may be
applicable to their respective areas of functioning.

The major risks identified by the business/ functions and the ways mitigation has been covered in the management
discussion and analysis.

Annual Return:

Copy of the Annual Return of the Company as per Section 92(3) of the Companies Act, 2013 is available on the
Company website www.beardsell.co.in

Auditors:

Statutory A uditors:

M/s.G Balu Associates LLP, Chartered Accountants, (Firm Registration No. 000376S/S200073) were appointed
as Statutory Auditors of the Company at the AGM held on 30^th September 2022, for a term of 5 (five) consecutive
years.

The statutory auditors have issued their report on the standalone and consolidated financial statement of the
company and the same were appended here to this report. Auditors have expressed their unmodified opinion on
the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications,

reservations, however the Auditors have made an adverse remark about delay in statutory remittances which were
complied with subsequently. There are no instances of frauds reported by auditors pursuant to sub-section (12) of
Section 143 which are reportable to the Central Government.

Secretarial Auditor:

As per provisions under section 204 of the Companies Act, 2013, the Companies Appointment and Remuneration
of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, Mr.Rabindra Kumar Samal, Practising Company Secretary (ICSI Membership
No.FCS7649 and Certificate of Practice No.018278), was appointed to conduct secretarial audit for financial year
2024-25. Report of the secretarial auditor for the financial year is annexed here to this report, which does not
contain any qualification, reservation or adverse remarks. However, the secretarial auditor has made few
observations about delay in filing of certain forms with additional fees which are self-explanatory.

In accordance with the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board has recommended
to the Members of the Company the appointment of M/s.SKD & Associates, Company Secretaries, Unique
Identification No.S2023TN958600, a Sole Proprietorship Firm of Mr.Susanta Kumar Dehury, Company Secretary,
Membership No.F7408, Certificate of Practice No.27050 and a peer reviewed Company Secretaries (Peer Review
Certificate Number: 5384/2023), as the Secretarial Auditor of the Company for a term of 5 (five) consecutive
financial years, commencing from the financial year 2025-26 to the financial year 2029-30 to conduct Secretarial
Audit of the Company. They have confirmed their eligibility and qualification required under the Act and the
Listing Regulations for holding the office, as the Secretarial Auditor of the Company.

Reconciliation of Share Capital Audit:

A qualified practicing Company Secretary carries out secretarial audit to reconcile the total admitted capital with
National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and
total issued and listed capital. The Reconciliation of Share Capital Audit Report confirms that the total issued /
paid up capital is in agreement with the total number of shares in physical form and the total number of
dematerialised shares held with NSDL and CDSL.

Cost Records and Audit:

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the
accounts and cost records, as specified by the Central Government. The Cost Audit for the financial year ended
31st March 2024 was conducted by Mr. M Krishnaswamy, Practicing Cost Accountant, Chennai (ICMA
Membership No.5944), Cost Auditor, and as required, the Cost Audit Report was filed with the Ministry of
Corporate Affairs, Government of India.

Mr.Krishnaswamy was appointed as cost auditor for the financial ended 31st March 2025, unfortunately he has
passed away on 7^th June 2025 before completing the audit. Board of directors record deep condolence for his sad
demise.

M/s.B Thulasiram & Co., Cost Accountants, Firm Registration No.003539, a Sole Proprietorship Firm of Mr.B
Thulasiram, Cost Accountant, Membership No.40478, has been appointed to fill the casual vacancy caused due to
the death of the previous Cost Auditor, for conducting the cost audit of the Company for the financial year 2024¬
25.

The Board has also re-appointed M/s.B Thulasiram & Co., Cost Accountants as Cost Auditor of the Company for
conducting cost audit for the FY 2025-26.

A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditor for
FY 2024-25 and FY 2025-26 shall be submitted at the ensuing Annual General Meeting.

M/s A V Subbarao & Co., Chartered Accountants, Chennai with ICAI FRN:005809S has been appointed on 12th
August 2023 as Internal Auditors of the Company for three years commencing from FY 2023 -24.

Vigil Mechanism:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees
including directors of the Company to report genuine concerns. The provisions of the policy are in line with the
provisions of the section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations. The policy is
available in website of the Company at www.beardsell.co.in

Particular of employees:

In terms of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in
terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess
of the limits set out in the said rules forms part of this Board’s Report. Disclosures relating to remuneration and
other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board’s Report. Having regard to the
provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the
aforesaid information is being sent to the Members of the Company. The information will be available for
inspection at the registered office of the Company on all working days (Monday to Friday) between 11.00 a.m.
and 1.00 p.m. upto the date of ensuing AGM. Any member interested in obtaining such information may write to
the Company Secretary of the Company.

Transactions with Related Parties:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated
a Policy on Related Party Transactions which is also available on the Company’s website www.beardsell.co.in
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all
transactions between the Company and Related Parties. The Related Party Transactions (“RPT”) entered during
the year were placed before the Audit Committee for review and approval.

A list of RPTs is provided as part of Notes to Accounts. None of the transactions with related parties could be
considered not in the ordinary course of business or not in arm’s length in terms of Section 188 of the Companies
Act, 2013 and were also not material RPTs under Regulation 23 of the Listing Regulations. The information on
transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the FY 2024-25, hence not provided.

Corporate Social Responsibility (CSR)

The Company channels its Corporate Social Responsibility (‘CSR’) efforts primarily through eligible Trusts and
Not to Profit Organisations having valid certificates and registrations with applicable authorities. The CSR Policy,
approved by the Board of Directors, has been hosted on the Company’s website www.beardsell.co.in We have
provided a Report on CSR Activities in the prescribed format forming part of this report as Annexure - II.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Currency Earning
and Outgo:

(A) Conservation of Energy

The Company consistently follows advancing eco-friendly manufacturing practices within the
organization. It takes adequate measures to save energy by installing energy efficient equipment, and to
decrease dependence on traditional energy sources while investing in renewable alternatives. We’ve
invested in solar installations to generate clean electricity, reducing dependence on the grid.

(B) Research and Development

The company has not carried out any specific research activity during the year under review. However,
as part of regular ongoing business it explores ideas in energy conservation, process up-gradation and
environmental preservation.

(C) Technology absorption, adaptation and innovation

The company continues to use the latest technologies for improving productivity and quality of it’s
operations. Company is in the process of installing Continuous PU Production Line Machineries, to
produce a high volume of panels quickly and efficiently.

(D) Foreign exchange earnings and outgo

The company imports raw materials and equipment for business purpose, also makes small scale export
trading. Details of foreign currency earned and used during the year are provided below.

Corporate Governance Reports:

Pursuant to Regulation 34 of the SEBI Listing Regulations and other applicable provisions, the following have
been made part of this report.

• Management Discussion and Analysis

• Corporate Governance Report

• Certificate from the Secretarial Auditors regarding compliance of conditions of Corporate
Governance.

• Declaration on compliance with Code of Conduct

• Certificate of the Executive Director and the Chief Financial Officer on the financial statements

• Certificate of non-disqualification of Directors by a Practicing Company Secretary

Obligation under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013:

Your Company has in place a policy for prevention of sexual harassment in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and an Internal
Complaints Committee has been set up to look into complaints relating to sexual harassment. During the year
2024-25, no such complaint has been received.

Maternity Benefit Act 1961:

The Company has complied with all the provisions of the Maternity Benefit Act, 1961.

General Disclosure:

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares and ESOS) to Directors and employees of the Company
under any scheme.

3. None of Directors of the Company have received any remuneration or commission from any of its
subsidiaries.

4. No fraud has been reported by the Auditors to the Audit Committee or the Board.

5. There has been no change in the nature of business of the Company.

6. There has been no change in capital structure of the Company.

7. The Company has not issued any warrants, debentures, bonds or any non-convertible securities.

8. The Company has not bought back its share

9. The Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.

10. Statement of deviation or variation in connection with preferential issue.

11. The financial statements of the Company were not revised.

12. The Company has not failed to implement any corporate action.

13. No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the
going concern status and Company’s operations in future.

14. There are no material changes and commitments significantly affecting the financial position of the
Company, which have occurred between the end of the financial year upto the date of this Annual Report.
Further, there are no other development during the year which can be considered as material.

15. There was no application made/ proceeding pending under the Insolvency and Bankruptcy Code, 2016.

16. There was no instance of one-time settlement with any Bank or Financial Institution.

Appreciation

The Directors wish to convey their deep appreciation to all the customers, vendors, investors, and
consultants/advisors of the Company for their sincere and dedicated services as well as their collective contribution
to the Company’s performance. The Directors thank the Government of India, Governments of various States in
India, and concerned Government departments for their co-operation. The Directors also place on record their
appreciation to all the employees for their commendable contribution at various levels.

For and on behalf of the Board of Directors

Amrith Anumolu R Gowrishanker

(DIN : 03044661) (DIN : 00104597)

Executive Director Chairman

Chennai Chennai

12^th August 2025 12^th August 2025