Your Directors presents herewith the 44th Annual Report of the
Bhagwati Autocast Limited (the “Company” or “BAI”) together with
the audited financial statements for the financial year ended 31st
March, 2026. The financial statements are prepared in accordance
with Indian Accounting Standards (‘Ind AS’).

In compliance with the applicable provisions of Companies Act, 2013,
(including any statutory modification(s) or re-enactment(s) thereof,
for time being in force) (“the Act”) and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), this report covers the
financial results and other developments during the financial year
ended 31st March, 2026, in respect of BAL.

01. FINANCIAL HIGHLIGHTS :

The Performances of the Company aresummarized as follows:

02. STATE OF THE COMPANY’S AFFAIRS / REVIEW OF
OPERATIONS:

During the year under review, your Company’s total income at
Rs. 17134.44 Lakhs as compared to previous year of Rs.
14053.21 Lakhs. The profit before tax for the year under review
at Rs.1893.41 lakhs as compared Rs.862.22 lakhs for the previous
year after providing for depreciation and amortization. The
company's profit before tax has been impacted due to rise in
input costs and other operating costs. However looking to current
scenario your company expects rise in customer demands and
expects growth by 20% to 25% in next Financial Year 2026-27.

The Company's first ground-mounted solar power plant, with a
capacity of 4500 kWp, located in Bamroli Village, Patan District,
is operating efficiently. In the same line Company has
commissioned another ground-mounted solar power plant with
the same capacity for captive consumption at Balodhar Village,
Patan District, plant and started to work from August 2024. The
total revenue from both the plants comes to Rs. 726.49 Lakhs
(net of its maintenance expenses). Thus during the year total
renewable energy from both the plants contributing almost 40%
of our total consumption of power.

03. DIVIDEND:

Your company has an incessant dividend payment history and
considering the financial performance of the Company, the Board
of Directors on 29th May, 2026 has recommended a dividend of
Rs. 3.50/- (Rupees Three and Fifty Paisa only) per equity share
on 28,80,684 equity shares of face value of Rs. 10/- each (i.e.
35%) for the financial year ended 31st March, 2026 [Previous
Year Rs. 2.50/- (Rupees Two and fifty paisa only) per equity share
(i.e. 25%)]. Dividend is subject to approval of members at the
ensuing annual general meeting (“AGM”). In view of the changes
made under the Income-Tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be taxable in
the hands of the shareholders. The Company shall, accordingly,
make the payment of dividend after deduction of tax at source, as
may be applicable.

04. TRANSFER TO RESERVES:

During the year under review, there is no amount transferred to
the reserves out of the amount available for appropriation for the
financial year ended 31st March, 2026.

05. TRANSFER UNCLAIMED DIVIDEND AND SHARES
TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):

In accordance with the provisions of sections 124 and 125 of the
Act and Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), and
relevant circulars and amendments thereto, the amount of
dividends of the company which remain unpaid or unclaimed
for a period consecutive seven years from the date of transfer to
the unpaid dividend account shall be transferred by the company
to the Investor Education and Protection Fund (“IEPF”),
constituted by the Central Government. The Company had sent
individual notices to the shareholders who have not claimed their
dividends for past seven consecutive years. The Company has
also advertised the same in the Business Standard and Jay
Hind Newspapers dated 6th June, 2026 seeking action from the
shareholders who have not claimed their dividends for past seven
consecutive years. The Company had transferred total 5940
equity shares held by 41 shareholders to the IEPF Authority on
30th January, 2026 who have not claimed their dividends for a
period consecutive seven years from the date of transfer to the
unpaid dividend account. The details of such shares transferred
have been uploaded on the Company’s website http://
www.bhagwati.com/investors.html

During the year under review, the Company has transferred Rs.
68609.60 to the IEPF Authority for the financial year 2017-18.
The Shareholders / claimants whose shares and unclaimed
dividend have been transferred to the IEPF Account may claim
the shares or apply for refund by making an application to the
IEPF Authority. A details of Nodal officer of the Company is
available at Company’s website http://www.bhagwati.com/
investors.html

r06. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted
or renewed any deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014 and as such,
no amount on account of principal or interest on deposits from
public was outstanding as on the date of the balance sheet.

07. SHARE CAPITAL:

During the year under review, the Company has not altered /
modified the authorised share capital of the Company. The paid-
up share capital of the company as on 31st March, 2026 was Rs.
2,88,06,840/- divided into 28,80,684 equity shares of ? 10/- each
fully paid up and there has been no change in the capital structure
of the Company. Further, the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity.
The Company has also not purchased of its own shares by
employees or by trustees for the benefit of employees.

08. CERTIFICATIONS:

During the year under review, the Company’s quality management
system has been reviewed and confirmed as per the standard ISO
9001:2015 certification through external agency.

09. BANK/ FINANCIAL INSTITUTIONS:

Your Company is prompt in making the payment of interest and
repayment of loans apart from payment of interest on working
capital to the banks and the banks continues their unstinted
support in all aspects and the Board records its appreciation for
the same.

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

There was no change in the nature of business of the Company
during the financial year ended 31st March, 2026.

11. ANNUAL RETURN:

Pursuant to Section 92 (3) read with section 134 (3) (a) of the
Companies Act, 2013, a copy of the annual return for the year
ended 31st March, 2026 is placed on the website of the Company
at http://www.bhagwati.com/investors.html with information
available up to the date of this report.

12. THE DETAILS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The Information required to be disclosed in the report of the Board
of Directors as per the provisions of Section 134 (3) (m) of the
Compa—nies Act, 2013 read with Rule 8 of Companies (Accounts)
Rules, 2014 is annexed herewith as (Annexure-1).

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Appointment / Re-Appointment:

In accordance with the provisions of Section 152 of the Act and
the rules framed there under, Ms. Reena Bhagwati (DIN:
00096280), Director of the Company retire by rotation at the
ensuing AGM and he being eligible offer himself for re¬
appointment. The Board recommends their reappointment.
Necessary resolutions have been proposed in notice convening
ensuing AGM for approval of shareholders.

The brief profile of the director has been detailed in the Notice
convening the AGM of the Company. Your directors recommend
rotation of Director mentioned in the notice.

MR. SHANTANU CHITRANJAN MEHTA (DIN:
08930872) has been reappointed as an Independent Director
for a period of Five years w.e.f September 23, 2026, subject to
approval of shareholders of the Company, at the ensuing Annual
General Meeting (“AGM”).

Mr. Pravin Bhagwati (DIN: 00096799) ceased to be a Non¬
Executive Director of the Company with effect from the close of
business hours on March 1, 2026, due to his unfortunate demise.
The Board of Directors places on record its sincere appreciation
for the valuable services, guidance, and contributions rendered
by him during his tenure as Director of the Company. The Board
also expresses its heartfelt condolences to his bereaved family
and prays for the eternal peace of the departed soul.

B) Key Managerial Personnel:

During the year under review, Mr. Ashish Makati has resigned
from the position of Chief Financial Officer of the Company
effective from 12th May, 2025. The Board of Directors has
appointed Mr. Kamlesh Prajapati as Chief Financial Officer of
the Company w.e.f. 3rd October, 2025 who is a Key Managerial
Personnel as per Section 203 of the Act. Further, Ms. Vidisha
Rathod has resigned from the position of Company Secretary
and Compliance officer of the Company effective from 3rd
October, 2025 and The Board of Directors has appointed Mr.
Prem Chodhury as Company Secretary and Compliance officer
of the Company w.e.f. 3rd April, 2026 who is a Key Managerial
Personnel as per Section 203 of the Act. Further, Mr. Prem
Chodhury has resigned from the position of Company Secretary
and Compliance officer of the Company effective from 30th May,
2026. Apart from the said change, there is no other change in the
Key Managerial personnel of the Company.

Pursuant to Section 203 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the KMPs of the Company as on 31st March, 2026
are as follows: -

1. Ms. Reena P. Bhagwati - Managing Director

2. Mr. Kamlesh Prajapati - Chief Financial Offier

C) Declaration given by an Independent Director(s):

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the
criteria of independence as prescribed both under sub-section
(6) of Section 149 of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. The Independent Directors have also confirmed that they
have complied with Schedule IV of the Act and the Company’s
Code of Conduct. Also all the Independent directors of the
Company have confirmed under Rule 6 (3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and
have been registered and members of Independent Directors
Databank maintained by Indian Institute of Corporate Affairs.
Also all Directors have meets the requirements of proficiency self¬
assessment test under Rule 6 (4) of the Companies (Appointment
and Qualification of Directors) Rules, 2014 (amended from time
to time).

D) Statement regarding to Integrity, Expertise and
Experience (including the proficiency) of the
independent directors:

The Board has opined that all the independent directors of the
Company has possessed relevant Integrity, Expertise and
Experience in commensurate with the business of the Company.

E) Annual evaluation by the board of its own performance,
its committees and individual directors:

Pursuant to the provisions of the Companies Act, 2013 and the
Listing Regulations, the Board of Directors of the Company has
initiated and put in place evaluation of its own performance, its
committees and individual directors. The Nomination and
Remuneration Committee has also reviewed the performance of
the Board, Committee and all the directors of the Company. The
board of directors expressed their satisfaction with the evaluation
process.

F) Policy on appointment and remuneration of Directors,
KMPS and Senior Management:

The Board has, on the recommendation of the Nomination and
Remuneration Committee, framed a policy for selection and
appointment of Directors, Key Managerial Personnel and Senior
Management and their remuneration. The said policy is available
on the website of the Company at http://www.bhagwati.com/
investors.html.

G) Familiarization Program for Independent Directors:

The Independent directors are informed during meeting of the
Board and Committees on the business strategy, business activities,
manufacturing operations and issues faced by the foundry. Also
the independent directors have been updated with their roles,
rights and responsibilities in the Company by specifying it in their
appointment letter along with necessary documents, reports and
internal policies to enable them to familiarize with the Company’s
procedures and practices. The details of familiarization programs
are available on the website of the Company at http://
www.bhagwati.com/investors.html.

14. MEETINGS OF THE BOARD OF DIRECTORS:

The board evaluates all the decisions on a collective consensus.
During the year, five board meetings were conveyed in respect of
which proper notices of meetings were given and the proceedings
were properly recorded and signed. The details composition,
meetings, attendance and other details have been furnished in
the corporate governance report forming a part of this annual
report.

15. SECRETARIAL STANDARDS:

The Company has followed the applicable secretarial standards
issued by the Institute of Company Secretaries of India (ICSI).

16. INSURANCE:

The Company has taken adequate insurance to cover the risks to
its employees, property (land and buildings), plant, equipment
and other assets.

17. AUDIT COMMITTEE:

The details pertaining to the composition of the audit committee
are given in the report on corporate governance forming part of
this Report. Further, all the recommendations made by the audit
committee were accepted by the Board.

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors of the Company has formulated a
comprehensive vigil mechanism / whistle blower policy in line
with the provisions of Section 177 (9) and Section 177 (10) of
the Act, read with Rule 7 of The Companies (Meetings of Board
and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing
Regulations, for directors, employees or business associates for
reporting the unethical behavior, malpractices, wrongful conduct,
frauds, violations of the Company’s code etc. to the Chairperson
of the audit committee. The mechanism also lays emphasis on
making enquiry into whistle-blower complaint received by the
Company. The Policy also provides for adequate safeguard
against victimization of the directors’ / employees who avail the
services of said mechanism. The details of the Whistle Blower
Policy are given in the report on corporate governance forming
part of this Report. The said policy is available on the website of
the Company and can be accessed at http://www.bhagwati.com/
investors.html.

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186:

Pursuant to provision of the Section 186 of the Act, Company
has not given any loan, guarantee given or provided any security
during the year under review.

20. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the
Company during the financial year financial year ended 31st
March, 2026 with the related parties were in ordinary course of
business and on arm’s length basis and the same were placed
before the Audit Committee and before the Board for their review
and approval on a quarterly basis. The particulars of every
contract / arrangements entered into by the Company with related
parties under third proviso thereto are disclosed in Form No. AOC
-2 is annexed herewith as (Annexure-2). Details of related party
transactions, in compliance with Indian Accounting Standards
(IND AS) - 24, are provided in the Notes to the Company's
financial statements.

In terms of Regulation 23 of the SEBI Listing Regulations, the
Company has submitted half yearly disclosures of related party
transactions, in the format as specified under the relevant
accounting standards with the stock exchange within timeframe.
The Policy on materiality of related party transactions of the
Company and can be accessed at http://www.bhagwati.com/
investors.html.

21. PARTICULAR OF SUBSIDIARY / JOINT VENTURE /
ASSOCIATE COMPANY:

During the year under review, Your Company does not have any
subsidiary / joint venture / associate Company.

22. DISCLOSURES ON MANAGERIAL REMUNERATION
AND PARTICULAR OF EMPLOYEES:

Disclosures pertaining 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 as forms part of this directors’
report (Annexure-3).

During the year under review, there were no employees drawing
remuneration which is in excess of the limit as prescribed under
Rule 5 (2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (amended from time to
time).

23. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the Regulation 34 (2) of the SEBI Listing Regulations,
a Management discussion and analysis report for the financial
year ended 31st March, 2026 as forms part of this directors’ report
(Annexure-4).

24. CORPORATE GOVERNANCE:

The Company has a rich legacy of ethical governance practices
and committed to implement sound corporate governance
practices with a view to bring about transparency in its operations
and maximize shareholder value. A report on Corporate
Governance for the financial year ended 31st March, 2026 along
with requisite certificate confirming compliance with the
conditions of Corporate Governance as forms part of this
directors’ report (Annexure-5).

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

Pursuant to provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 to
submit Business Responsibility and Sustainability Report not
applicable to your Company for the financial year ended 31st
March, 2026.

26. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Company does not have any subsidiary or associate company
and so the Company is not required to prepare the consolidated
financial statements.

27. AUDITORS AND AUDITORS REPORT:

A) STATUTORY AUDITORS:

M/s. Mahendra N. Shah & Co., Chartered Accountants (FRN:
105775W) Ahmedabad were appointed as Statutory Auditor of
the Company for a second term of 5 (five) consecutive years, at
the 39th Annual General Meeting held on 23rd September, 2021
up to the conclusion of the 44th Annual General Meeting (AGM)
at a remuneration as may be mutually agreed between the Board
of directors of the Company and the Auditors.

The auditors’ report is with unmodified opinion i.e. it does not
contain any qualification, reservation or adverse remark or
disclaimer for the financial year ended 31st March, 2026.

Your Directors recommend the appointment of M/s. TRS &
Associates, Chartered Accountants, as Statutory Auditors of the
Company to hold office from the conclusion of this AGM till the
conclusion of 49th AGM of the Company to be held in the
calendar year 2031.

B) INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act,
2013, the Board of directors of the Company has appointed M/
s. Mehta Sheth & Associates, Chartered Accountants
(FRN:106238W) Ahmedabad as an Internal auditor of the
Company for the financial year 2026-2027.

C) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of directors has
appointed M/s. Chirag Shah & Associates, Company Secretaries
in Practice to undertake the Secretarial Audit of the Company for
the financial year 2025-2026. A Secretarial Audit Report for
financial year 2025-2026 is annexed herewith as (Annexure-6)
and the Secretarial auditor has made adverse comments or given
qualification, reservation or adverse remarks or disclaimer in their
report.

The Board has appointed M/s. Chirag Shah & Associates,
Company Secretaries, Ahmedabad as Secretarial auditor of the
Company for the financial year 2025-2026 to 2029-2030.

• ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated 08th
February, 201 9, Company has undertaken an audit for the
financial year ended 31st March, 2026 for all applicable SEBI
Regulations and circulars / guidelines issued thereunder. The

annual secretarial compliance report issued by M/s. Chirag Shah
& Associates, Practicing Company Secretaries have been
submitted to the stock exchange within prescribed time limit and
same as forms part of this directors’ report (Annexure - 6A).

EXPLANATIONS OR COMMENTS BY BOARD ON
EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

(i) by the auditor in his report; There is no qualification, reservation
or adverse remark or disclaimer in audit report issued by the
auditors of the Company.

(ii) By the company secretary in practice in his secretarial audit
report; Following qualification raised by the Secretarial Auditor
in his Secretarial Audit Report:

The Secretarial Auditor has observed that the Company did not
comply with the provisions of Section 203 of the Companies Act,
2013, read with Regulations 6 and 26A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
relating to the appointment of Key Managerial Personnel (KMP),
namely the Company Secretary and Chief Financial Officer, as
the appointments were made beyond the timelines prescribed
under the applicable statutory provisions.

Reply of Director for above qualification raised by secretarial
auditor The Board of Directors acknowledges the observation
made by the Secretarial Auditor. The delay in the appointment of
the Company Secretary and Chief Financial Officer occurred
due to unforeseen circumstances and challenges in identifying
suitable candidates possessing the requisite qualifications,
experience, and expertise. The Company has since completed
the appointments and is presently in compliance with the
applicable provisions of Section 203 of the Companies Act, 2013,
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board remains committed to ensuring
timely compliance with all applicable statutory and regulatory
requirements going forward.

D) COST AUDITOR:

As per Section 148 of the Companies Act, 2013, the Company is
required to have the audit of its cost records conducted by a Cost
Accountant in practice. In this connection, the Board of Directors
of the Company has on the recommendation of the Audit
Committee, approved the appointment of M/s. Kiran J. Mehta &
Co. (FRN: 000025), Cost Accountants, Ahmedabad as the cost
auditor of the Company for the financial year ending 31st March,
2027. The remuneration payable to the Cost Auditors is required
to be placed before the Members in a general meeting for their
ratification. Accordingly, a resolution seeking member’s
ratification for the remuneration payable to M/s. Kiran J. Mehta
& Co., Cost Accountants placed in the notice convening the
ensuing Annual General Meeting.

During the year under review, your Company has maintained
cost accounts and records as prescribed under Section 148 of
the Companies Act, 2013 and rules made thereunder. Cost audit
report for the financial year ended 31st March, 2025 was filed
with the central government within the stipulated time on 29th
August, 2025.

28. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the auditors 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.

29. MAINTENANCE OF COST RECORDS SPECIFIED BY
THE CENTRAL GOVERNMENT UNDER SECTION
148 OF THE ACT:

Pursuant to Section 148 (1) of the Act, read with the Companies
(Cost Records and Audit) (Amendment) Rules, 2014, the cost
audit records maintained by the Company in respect of foundry
products of the Company are required to be audited by a cost
accountant. The audit report of the cost accountant of the
Company for the financial year ended 31st March, 2026 will be
submitted to the relevant authority in due course.

30. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) of the Companies Act, 2013, in relation
to the Financial Statements for FY 2025-2026, your Directors,
to the best of their knowledge and belief, confirm that:

A. in the preparation of the annual accounts for the year ended
31st March, 2026, the applicable accounting standards
have been followed along with proper explanation relating
to material departures;

B. the directors have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the
end of the financial year on 31st March, 2026 and of the
profit of the Company for the year under review;

C. the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting
fraud and other irregularities;

D. the annual accounts have been prepared on a going
concern basis;

E. the directors have laid down internal financial controls to
be followed by the company and that such internal financial
controls are adequate and were operating effectively; and

F. the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

31. RISK MANAGEMNET:

Your Company recognizes that risk is an integral part of business
and is committed to managing the risks in a proactive and efficient
manner. Your Company periodically assesses risks in the internal
and external environment, along with the cost of treating risks
and incorporates risk treatment plans in its strategy, business and
operational plans. Your Company, through its risk management
process, strives to contain impact and likelihood of the risks within
the risk appetite as agreed from time to time with the Board of
Directors.

In the Board's opinion, there are no risks that threaten the
existence of the Company. However, the Board of Directors closely
monitors risk factors arising from the external environment.

32. HUMAN RESOURCES DEVELOPMENT:

The management believes that competent and committed human
resources are vitally important to attain success in the
organization. In line with this philosophy, utmost care is being
exercised to attract quality resources and suitable training is
imparted on various skillsets and behavior. It is always proactive
with respect to the human resource development activities. A
significant effort has also been undertaken to develop leadership
as well as technical / functional capabilities in order to meet future
talent requirement.

33. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as
amended (“SEBI PIT Regulations”), the Company has adopted
a Code of Conduct for Prohibition of Insider Trading with
regulates trading in securities by the Directors and designated
employee of the Company. The Board is responsible for
implementation of the Code. The code requires preclearance for
dealing in the Company’s shares and prohibits the purchase or
sale of Company shares by the Directors and the designated
employee while in possession of unpublished price sensitive
information in relation to the Company and during the period
when the Trading window is closed. The relevant policy is
available on the Company’s website.

34. DEMATERIALISATION OF SHARES:

The shares of your Company are being traded in electronic form
and the Company has established connectivity with both the
depositories, i.e. National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). In view
of the numerous advantages offered by the Depository system,
members are requested to avail the facility of dematerialization
of shares with either of the Depositories as aforesaid.

35. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility
(CSR) Committee in accordance with provisions of Section 135
of the Companies Act, 2013 and Rules framed there under. The
role of the Committee is to formulate the CSR Policy, indicate
activities to be undertaken by the Company towards CSR and
formulate a transparent monitoring mechanism to ensure
implementation of projects and activities undertaken by the
Company towards CSR.

The company has focused on several corporate social
responsibility programs to drive positive and sustainable change
in building resilient communities. During the year, the Company
spent Rs. 20 Lakhs (Rupees Twenty Lakhs) on CSR activities.
Corporate Social Responsibility reflects the strong commitment
of the Company to improve the quality of life of the workforce
and their families and also the community and society at large.
The Company believes in undertaking business in a way that will
lead to overall development of all stakeholders and society.

In accordance with Section 135 of the Act and Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014
the report on CSR activities along with its annexure as forms part
of this directors’ report (Annexure - 7). The details of CSR
Composition and CSR policy are available on website of the
Company at http://www.bhagwati.com/investors.html.

36. THE NUMBER OF COMPLAINTS RELATING TO
CHILD LABOUR, FORCED LABOUR, INVOLUNTARY
LABOUR, SEXUAL HARASSMENT CASES TO
INTERNAL COMPLAINTS COMMITTEE IN THE LAST
FINANCIAL YEAR AND THOSE PENDING AS ON
THE END OF THE FINANCIAL YEAR:

37. DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has an internal control system, commensurate
with the size, scale and complexity of its operations. To maintain
its objectives and independence, the internal Audit reports to
the Audit Committee of the Board. The Internal Auditor
monitors and evaluates the efficiency and adequacy of Internal
Control System of the Company, its compliance with operating
system, accounting procedures and policy of the Company.
Based on the report of internal audit function, process owners
undertake corrective action and thereby strengthen the
controls. Significant audit observation and corrective actions
thereon are presented to the audit committee of the board
regularly.

38. CAUTIONARY STATEMENT:

The annual report including those which relate to the directors’
report, management discussion and analysis report may
contain certain statements on the Company’s intent
expectations or forecasts that appear to be forward-looking
within the meaning of applicable securities laws and regulations
while actual outcomes may differ materially from what is
expressed herein. The Company bears no obligations to update
any such forward looking statement. Some of the factors that
could affect the Company’s performance could be the demand
and supply for Company’s product and services, changes in
government regulations, tax laws etc.

39. DISCLOSURES:

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

(A) No significant or material orders were passed by any
regulator or court or tribunal which impacts the going
concern status and Company’s operations in future.

(B) No material changes and commitments, if any, affecting
the financial position of the Company which have
occurred between the end of the financial year of the
Company to which the financial statements relate and the
date of the report.

(C) the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status
as at the end of the financial year.

(D) 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 along with the reasons thereof.

40. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation
for the assistance and co-operation received from the banks,
government authorities, customers, vendors and members
during the year under review. Your Directors also wish to place
on record their deep sense of appreciation for the committed
services by the Company’s executives, staff and workers.

Place : Ahmedabad By order of the Board of Directors

Date : 22/07/2026 For, Bhagwati Autocast Limited

Ms. Reena P. Bhagwati

Chair Person
DIN : 00096280