The Directors have pleasure in presenting the 40 ^th Annual Report of your Company and the Audited financial statements for
the financial year ended 31^st March, 2025 together with Auditors' Report thereon.

FINANCIAL RESULTS:

The performance of the Company during the year has been as under:

PERFORMANCE AND OPERATIONS:

During the year 2024-25, the Company's consolidated
turnover is increased by 10% as that of previous year. EBIDTA
is C 4267.84 lakhs as compared to that of last year C 7591.52
Lakhs. PBT decreased by 67% as compared to that of last
year and PAT Decreased by 70% as compared to that of
previous year.

SUBSIDIARIES/ ASSOCIATES:

Your Company has only one wholly owned (100%) subsidiary
company viz., Bhagyanagar Copper Private Limited, engaged
in the manufacture of copper products. There has been no
material change in the nature of its business.

In terms of proviso to sub section (3) of Section 129 of the
Act, 2013 read with Companies (Accounts) Rules, 2014, the
salient features of the financial statement of the subsidiaries
and Associates is set out in the prescribed Form AOC-1,
which forms part of the annual report.

CONSOLIDATED FINANCIAL
STATEMENTS:

The Consolidated Financial Statements are prepared in
accordance with Indian Accounting Standards (Ind-AS) as
per the Companies (Indian Accounting Standards) Rules,
2015 notified under Section 133 of the Companies Act, 2013
and other relevant provisions of the Companies Act, 2013.

The Consolidated Financial Statements for the financial year
ended 31^st March, 2025 forms part of the Annual Report.
As per the provisions of Section 136 of the Companies Act,
2013, the Company has placed separate audited accounts
of its Subsidiary on its website www.bhagyanagarindia.com
and a copy of separate audited financial statements of its
subsidiary will be provided to shareholders upon their request.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards,
i.e., SS-1 and SS-2, relating to 'Meetings of the Board of
Directors' and 'General Meetings', respectively, have been
duly followed by the Company.

SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31^st March,
2025 is C 6,39,90,000 divided into 3,19,95,000 equity
shares of C 2/- each.

TRANSFER TO RESERVES:

The Board of Directors of the Company has not recommended
for transfer of any amount to the General Reserve for the
Financial Year ended 31^st March, 2025.

DIVIDEND:

The Board of Directors has not recommended dividend for
the financial year 2024-25 to retain the maximum possible
cash in the system. The Company is constrained to skip the
dividend in view of the proposed expansion plans.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

The Management Discussion and Analysis Report as
required under schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report and gives details of the overall
industry structure, developments, performance and state
of affairs of the Company's business, internal controls and
their adequacy, risk management systems and other material
developments during the financial year.

Management Discussion and Analysis Report is presented
in a separate section forms part of the Annual Report as
Annexure-II.

DIRECTORS' RESPONSIBILITY
STATEMENT:

Pursuant to the requirement under Section 134(5) of
the Companies Act, 2013, with respect to the Directors'
Responsibility Statement, the Board of Directors of the
Company hereby confirms:

(a) That the preparation of the annual accounts for the
financial year ended 31^st March, 2025, 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 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 31^st March, 2025 and of
the profit and 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
for the financial year 31^st March, 2025 on a going
concern basis;

(e) That the directors have laid down internal financial
controls to be followed by the company and that such
internal financial controls are adequate and were
operating effectively; and

(f) 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.

STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS:

The independent directors have submitted the declaration
of independence, as required pursuant to sub-section (7) of
section 149 of the Companies Act, 2013 and Regulation 25(8)
of SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015 stating that they meet the criteria of
independence as provided in sub-section (6) of Section 149
and Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION
POLICY:

The Board has, on the recommendation of the Nomination
& Remuneration Committee, framed a policy which lays
down a framework in relation to selection, appointment and
remuneration to Directors, Key Managerial Personnel, Senior
Management and other employees of the Company. The
details of Nomination and Remuneration Committee and
Policy are stated in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES,
SECURITIES OR INVESTMENTS:

The details of Loans, Guarantees, Securities and Investments
made during the financial year ended 31^st March, 2025 are
given in the notes to the Financial Statements in compliance
with the provisions of Section 186 of the Companies Act,
2013 read with Companies (Meetings of Board and its
Powers) Rules, 2014.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year
under review were on arm's length basis and in the ordinary
course of business. There are no materially significant related
party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest
of the Company at large. All Related Party Transactions are
placed before the Audit Committee as also the Board for
approval, wherever required. Prior omnibus approval of the
Audit Committee is obtained for the transactions which are
of a foreseeable and repetitive nature. A statement giving
details of all related party transactions entered into pursuant
to the omnibus approval so granted are placed before the
Audit Committee and the Board of Directors on a quarterly
basis. The Company has developed a Policy on Related
Party Transactions for the purpose of identification and
monitoring of such transactions. The policy on Related Party
Transactions as approved by the Board is uploaded on the
Company's website www.bhagyanagarindia.com.

The particulars of contracts or arrangements with related
parties referred to in sub-section (1) of section 188 is prepared
in Form AOC-2 pursuant to clause (h) of the Companies
(Accounts) Rules, 2014 and the same is annexed herewith as
"Annexure-III" to this Report.

AUDIT COMMITTEE:

The Audit Committee, as on 31.03.2025, consists of
Independent Directors Smt. Sanjana Jain as Chairman, Shri
Chandra Sekhar Agarwal, Shri. TV Murali Krishna and the
Managing Director, Shri Devendra Surana as Members. The
Committee inter alia reviews the Internal Control System,
Reports of Internal Auditors and compliance of various
Regulations. The Committee also reviews the financial
statements before they are placed before the Board.

The recommendations made by the Audit Committee to
the Board, from time to time during the year under review,
have been accepted by the Board. Other details with respect
to the Audit Committee such as its terms of reference,
the meetings of the Audit Committee and attendance
thereat of the members of the Committee, are separately
provided in this Annual Report, as a part of the Report on
Corporate Governance.

ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2025
is available on the website of Company at http://www.
bhagyanagarindia.com/investor-relations.php.

PARTICULARS IN RESPECT OF
CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information on Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo required
to be disclosed under Section 134(3)(m) of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts)
Rules, 2014 are provided in the Annexure-I forming part of
this Report.

RISK MANAGEMENT POLICY:

In terms of the requirements under Section 134(3)(n) of
the Companies Act, 2013 and Regulation 21 of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
has developed and implemented the Risk Management
Policy. The Audit Committee has additional oversight in the
area of financial risks and controls. Major risks identified by
the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The
development and implementation of risk management policy
has been covered in the management discussion and analysis,
which forms part of this report. At present, the Company has
not identified any element of risk which may threaten the
existence of the company.

CORPORATE SOCIAL RESPONSIBILITY
(CSR):

During the year 2024-25, the Company is not covered
under the criteria of Section 135(5) of Companies Act, 2013.
The Company, however over the years reflects the strong

commitment to improve the quality of life of the workforce
and their families and also the community and society at large
and considers social responsibility as an integral part of its
business activities.

BOARD EVALUATION:

During the year under review, pursuant to the provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the evaluation
of performance of all Directors is undertaken annually.
The company has implemented a system of evaluating
performance of the Board of Directors and of its committees
and individual Directors on the basis of a structured
questionnaire which comprise evaluation criteria taking into
consideration various performance related aspects. The
Board of Directors have expressed their satisfaction with the
evaluation process.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Shri Devendra Surana, Managing Director, of the Company
will retire by rotation at the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment.

The brief particulars of Directors seeking appointment/re-
appointment at this Annual General Meeting are annexed to
the Notice.

As on 31^st March, 2025, Shri Devendra Surana Managing
Directors, Shri N.C. Bhardwaj, Whole-time Director, Shri
Surendra Bhutoria, Chief Financial Officer and Ms Ritika
Tandon, Company Secretary are the Key Managerial
Personnel (KMPs) of the Company as per the provisions of
Companies Act, 2013.

MEETINGS OF THE BOARD:

During the financial year under review, 5 (Five) Board
Meetings were convened and held, the details of which are
given in the Corporate Governance Report. The intervening
gap between the meetings was within the period of 120 days
as prescribed under the Companies Act, 2013 and Regulation
17 of SEBI Listing Regulations, 2015.

DEPOSITS:

The Company has not accepted any deposits in terms of
Section 73 or 76 of the Companies Act, 2013 and as such, no
amount on account of principal or interest on public deposits
was outstanding as on the date of the balance sheet.

LISTING OF EQUITY SHARES:

The Company's equity shares are listed on the following
Stock Exchanges:

(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street,
Mumbai - 400 001, Maharashtra, India; and

(ii) National Stock Exchange of India Ltd, Exchange Plaza,
Floor 5, Plot No. C/1, G Block, Bandra -Kurla Complex,
Bandra (East), Mumbai - 400 051, Maharashtra, India.

The Company has paid the annual listing fees to the said
stock exchanges for the financial year 2025-26.

STATUTORY AUDITORS:

The Statutory Auditors' Report for the Financial year 2024¬
25 does not contain any qualifications, reservations, adverse
remarks or disclaimer and no frauds were reported by the
Auditors under sub-section (12) of Section 143 of the Act.

M/s. Luharuka & Associates, Chartered Accountants,
Hyderabad (Registration No. 01882S) were Re-appointed as
the Statutory Auditors of the Company in the 37^th Annual
General Meeting, who shall hold office till the conclusion of
the 42^nd Annual General Meeting to be held in the year 2027.
The independence of the external auditors is effectively
maintained by the Company.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the
Audit Committee has appointed M/s. Sekhar & Co., Chartered
Accountants as the Internal Auditors of your Company. The
Internal Auditors are submitting their reports on quarterly
basis to the Audit Committee and Board of Directors.

The Board of Directors of the Company has re-appointed
M/s. Sekhar & Co., Chartered Accountants as Internal
Auditors to conduct Internal Audit for the financial year
ended 31.03.2026.

COST AUDITORS:

The Company has maintained cost records as specified by
Central Government under Section 148(1) of Companies
Act, 2013 and such records have been audited by the Cost
Auditor pursuant to Companies (Cost Records and Audit)
Rules, 2014.

M/s Lavanya& Associates LLP (Firm Registration No-
007163), Hyderabad, has been appointed by the Board, on
recommendations of Audit Committee, as Cost Auditor for
conducting audit of the cost accounts maintained by the
Company relating to Base Metals and Electricity for the
financial year 2025-26.

The Cost Auditors' Report of financial year 2024-25 did not
contain any qualifications, reservations, adverse remarks or
disclaimers and no frauds were reported by the Cost Auditors
to the Company under sub-section (12) of Section 143 of
the Act.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, your Company had appointed Mrs. Rakhi Agarwal,
Company Secretary in Practice, Hyderabad, as its Secretarial
Auditor to conduct the Secretarial Audit of your Company for
financial year 2025-26.

Based on the recommendation of the Audit Committee,
the board at its meeting held on 3^rd September, 2025 has
recommended for appointment of M/s Rakhi Agarwal,
practicing company secretaries, Hyderabad ( Firm
Registration No. I2004AP4527000 and Peer Review No.
7009/2025) as Secretarial Auditors of the Company to
hold office for a term of five consecutive years commencing
from FY 2025-26 till FY 2029-30, subject to the approval
of shareholders as per SEBI

Listing Regulations read with Section 204 of the Act and
Rules there under.

The Report of the Secretarial Auditor for the financial year
2024-25 is annexed to this report as Annexure-V.

There were no qualifications, reservation or adverse remark
or disclaimer made by the Secretarial Auditor in its report.

SECRETARIAL AUDIT OF MATERIAL
UNLISTED INDIAN SUBSIDIARY:

The Secretarial Audit of Bhagyanagar Copper Private
Limited (BCPL), a material subsidiary of the Company was
carried out pursuant to Section 204 of the Companies Act,
2013 and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 for the
Financial Year 2024-25. The Secretarial Audit Report of
BCPL submitted by Mrs. Rakhi Agarwal, Company Secretary
in Practice, does not contain any qualification, reservation or
adverse remark or disclaimer.

The Report of the Secretarial Auditor of Bhagyanagar Copper
Private Limited for the financial year 2024-25 is annexed to
this report as Annexure-VII.

ANNUAL SECRETARIAL COMPLIANCE
REPORT:

The Company has undertaken an audit for the financial year
2024-25 for all applicable compliances as per Securities
and Exchange Board of India Regulations and Circulars/
Guidelines issued thereunder. The Annual Secretarial
Compliance Report duly signed by Mrs. Rakhi Agarwal,
Company Secretary in Practice has been submitted to the
Stock Exchanges within 60 days of the end of the Financial
Year and is annexed at Annexure-VIII to this Board's Report.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors,
Internal Auditors and Secretarial Auditor have not reported
any instances of frauds committed in the Company by its
Officers or Employees to the Audit Committee under section
143(12) of the Companies Act, 2013, details of which needs
to be mentioned in this Report.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and
adopted practices in conformity with the Code of Corporate

Governance as per the requirements of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015.

A separate report on corporate governance practices
followed by the Company together with a Certificate from
the Company's Auditors confirming compliances forms an
integral part of this Report.

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy
establishing vigil mechanism, to provide a formal mechanism
to the Directors and employees to report concerns about
unethical behavior, actual or suspected fraud or violation of
Code of Conduct and Ethics. It also provides for adequate
safeguards against the victimization of employees who
avail of the mechanism and provides direct access to the
Chairperson of the Audit Committee in exceptional cases.
It is affirmed that no personnel of the Company have been
denied access to the Audit Committee. The policy of vigil
mechanism is available on the Company's website. The
Whistle Blower Policy aims for conducting the affairs in a fair
and transparent manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior.

PARTICULARS OF EMPLOYEES:

A. Disclosures with respect to the remuneration of
Directors and employees as required under Section
197(12) of Companies Act, 2013 and Rule 5(1) Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as follows:

(i) The ratio of the remuneration of each director to
the median remuneration of the employees of the
company for the financial year;

(ii) The percentage increase in remuneration of each
director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in
the financial year;

(iii) The percentage increase in the median
remuneration of employees in the financial year:
11.35%

(iv) The number of permanent employees on the rolls
of company as on 31^st March, 2025: 5

(v) Average percentile increases already made in the
salaries of employees other than the managerial

personnel in the last financial year and its comparison
with the percentile increase in the managerial
remuneration and justification thereof and point
out if there are any exceptional circumstances for
increase in the managerial remuneration;

The average increase in salaries of employees
other than managerial personnel in 2024-25 was
23.86%. Percentage increase in the managerial
remuneration for the year was 2.50%.

(vi) Affirmation that the remuneration is as per the
remuneration policy of the company - Yes.

B. In terms of the provisions 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 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 said Annexure
is open for inspection at the registered office of your
Company. Any member interested in obtaining copy of
the same may write to Company Secretary.

INTERNAL CONTROL SYSTEMS AND
THEIR ADEQUACY:

The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations. To
maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of
the Board.

The Internal Auditors team carries out extensive audit and
evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations
of the Company and its subsidiaries. Based on the report of
internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen
the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of
the Board.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURT:

The GST authorities conducted an investigation in March of
2023 and on the insistence of the authorities, the company
has deposited an amount of C800 lakhs with GST Department
under protest and shown in financial statements under the
head "Current Assets". The company has not received any
show cause notice till date of this report. The company has

been advised by the legal experts that it has fair chance
of ultimately succeeding in the matter and accordingly no
provision has been made in the books of accounts.

There are no significant and material orders passed by the
Regulators or Courts or Tribunals which would impact the going
concern status of the Company and its future operations.

DETAILS OF ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year, no corporate insolvency resolution process
was initiated under the Insolvency and Bankruptcy Code,
2016, either by or against the Company, before National
Company Law Tribunal.

ONE TIME SETTLEMENT WITH ANY BANK
OR FINANCIAL INSTITUTION:

No disclosure or reporting is required in respect of the details
of difference between amount of the valuation done at the
time of one-time settlement and the valuation done while
taking loan from the Banks or Financial Institutions, as the
Company had not made any one time settlement with any
bank or financial institution during the year.

HUMAN RESOURCES:

The industrial relations of the Company continued to be
harmonious during the year under review.

ISO 9001-2008 CERTIFICATION:

Your Company continues to hold ISO 9001-2008
Certification by meeting all the requirements of Certification
from time to time.

POLICY ON SEXUAL HARRASSEMENT:

The Company has adopted policy on Prevention of Sexual
Harassment of Women at Workplace in accordance with The
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee (ICC) has been setup
to redress complaints received regarding sexual harassment.
During the period under review, no complaints were received
by the ICC.

CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management
Discussion & Analysis describing the Company's objectives,
expectations or forecasts may be forward-looking within
the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed
in the statement. Important factors that could influence
the Company's operations include global and domestic
demand and supply conditions affecting selling prices of
finished goods, input availability and prices, changes in
government regulations, tax laws, economic developments
within the country and other factors such as litigation and
industrial relations.

ACKNOWLEDGEMENTS:

The Directors take this opportunity to place on record
their sincere thanks to the suppliers, customers, strategic
partners, Banks and Financial Institutions, Insurance
Companies, Central and State Government Departments and
the shareholders for their support and co-operation extended
to the Company from time to time. Directors are pleased
to record their appreciation of the sincere and dedicated
services of the employees and workmen at all levels.

For and on behalf of the Board of Directors
BHAGYANAGAR INDIA LIMITED

Place: Secunderabad NARESH CHAND BHARADWAJ DEVENDRA SURANA

Date: 04.09.2025 WHOLE TIME DIRECTOR MANAGING DIRECTOR

DIN: 08761949 DIN: 00077296