Your directors take pleasure in presenting the 5^th Board's Report of the company on the business and
operations together with the Audited Accounts for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS & PERFORMANCE:

Financial performance of the Company for Financial Year 2025-26 is summarized below:

(Rs. in Lakhs)

* Figures regrouped wherever necessary.

The above figures are extracted from the Financial Statements prepared in accordance with
accounting principles generally accepted in India including the Accounting Standards specified
under section 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies
(Accounts) Rules, 2014 and other relevant provisions of the Act. The detailed financial statement
as stated above is available on the Company's website at https://www.bccl.info/financial-
result.php.

Z. STATE OF COMPANY'S AFFAIR:

The Company was incorporated on December 10, 2021 therefore this is fifth year of the company.
Company has recorded a total revenue of Rs. 15,499.700/- lakhs in current financial year 2025-26
as compared to Rs. 12,509.693/- lakhs in previous financial year 2024-25. Company has incurred
higher net profit for the year 2025-26 which is Rs. 417.762/- lakhs as compared to Rs. 366.270 /-
lakhs in previous year.

I. DIVIDEND:

Keeping in mind the overall performance and outlook for your Company, your Board of
Directors doesn't declare dividends as the company is at growing stage and requires funds for
expansion. Your directors do not recommend any dividend for the year ended March 31, 2026.

4. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid dividend account.

5. SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 20,00,00,000/- and Paid-up Share Capital of
the Company is Rs. 14,13,93,470/- as on March 31, 2026.

During the year under review, the Company has not made any issue by way of Bonus issue,
Right issue, private placement, further issue or any other method other than as described below.

During the year under review, the Company has made allotment of 19,05,597 equity shares on
conversion of warrants issued at the price of Rs. 134 each (including a premium of Rs. 124/- per
share), to "Promoter Group" on preferential basis, upon receipt of balance amount at the rate of
Rs. 100.5/- (Rupees One hundred and Fifty Paisa Only) per warrant (being 75% of the issue price
per warrant).

6. MATERIAL CHANGES:

There have been no material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

7. TRANSFER TO RESERVES:

Company has not transferred any amount from profit to general reserve.

8. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial year, there has been no change in the business of the company or in the
nature of business carried by the company during the financial year under review.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE:

There was no significant material order passed by the regulators or courts or tribunals impacting
the going concern status and company's operation in nature.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to
Directors' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the year ended March 31, 2026, the applicable
Accounting Standards have been followed and there are no material departures from the
same;

b. The Directors have selected such Accounting Policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the State of affairs of the Company as at March 31, 2026 and of the Profit of the
Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d. The Directors had prepared the annual accounts of the Company on a 'going concern' basis;
and

e. The Directors had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively;

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

11. DECLARATION BY INDEPENDENT DIRECTOR:

Pursuant to Section 149 (7) of the Companies Act, 2013 ("the Act") read with the Companies
(Appointment and Qualifications of Directors) Rules, 2014, the Company has received
declarations from all the Independent Directors of the Company confirming that they meet the
'criteria of Independence' as prescribed under Section 149 (6) of the Act and Regulation 16 of the
Listing Regulations 2015 have submitted their respective declarations as required. The
Independent Directors of your Company have confirmed that they are not aware of any
circumstance or situation, which could impair or impact their ability to discharge duties with an
objective independent judgement and without any external influence.

All the independent directors have enrolled with the Indian Institute of Corporate Affairs at
Manesar for exam "Online Self-Assessment Test".

12. LOANS GUARANTEES AND INVESTMENTS:

With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and
investments made under section 186 of the Companies Act, 2013 form part of the notes to the
financial statements provided in this annual report.

13. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

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

14. EXTRACT OF ANNUAL RETURN:

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to
Directors Report is discontinued. The Annual Return for FY 2025-26 is available on Company's
website at https://www.bccl.info/annual-reports.php

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations
2015, the Management Discussion and Analysis of the financial condition is annexed and forms
an integral part of the Directors' Report, is given in Annexure I.

16. CORPORATE GOVERNANCE:

The company is SME Company and listed on SME exchange of BSE Limited therefore, pursuant
to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015,
the compliance with corporate governance as specified in regulation 17 to 27 and clauses (b) to (i)
of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall apply to the extent
that it does not violate their respective statutes and guidelines or directives issued by the relevant
authorities. Hence, your company is exempted to comply with aforesaid provisions of the SEBI
(LODR) Regulations, 2015 and corporate Governance does not form part of this Board's Report.

17. NUMBER OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR:

The Details of all meeting of Board of Directors and Committee meeting had taken place during
the year and their detailed composition along with their attendance is mentioned below. The
composition of the Board and its committee is also available on the website of the company at
https://www.bccl.info/Committees.php.

I. BOARD MEETING:

The Board of Directors of the Company (Board) has optimum combination of Executive and
Non-Executive Directors comprising Three Executive Directors and Three Non-Executive
Directors. None of the Directors hold directorship in more than 20 companies nor is a member
of more than 10 committees or chairman of more than 5 committees across all the public
limited companies in which they are Directors.

Composition of Board of Director as on March 31, 2026 is as follows:

The Board meets at regular intervals to discuss and decide on the Company's performance and
strategies. During the financial year under review, the Board met 13 (Thirteen) times and the
gap between two meetings did not exceed one hundred and twenty days (120).

II. COMMITTEES MEETING
• AUDIT COMMITTEE

Our Company has constituted an Audit Committee on February 21, 2022 and re¬
constituted on March 31, 2025 with its composition, quorum, powers, roles and scope in
line with the applicable provisions of the Act and Listing Regulations.

The Audit Committee of the company consists of two Independent Directors and one
Executive Director of the Company. All the Directors have good understanding Finance,
Accounts and Law.

Composition of audit committee of the company is as follows:

During the financial year 2025-26, Five (5) meetings of Audit Committee were held on
following dates:

? 12/04/2025

? 30/05/2025

? 02/08/2025

? 13/11/2025

? 26/02/2026

Attendance of members for the meeting of Audit Committee held during the year 2025-26
is as below

The term of reference of Audit Committee is as below:

The scope of audit committee shall include, but shall not be restricted to, the following;

1. Oversight of the listed entity's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;

2. Recommendation for appointment, remuneration and terms of appointment of
auditors of the listed entity

3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors

4. Reviewing, with the management, the annual financial statements and auditor's
report thereon before submission to the board for approval, with particular reference
to:

a. matters required to be included in the director's responsibility statement to be
included in the board's report in terms of clause (c) of sub-section (3) of Section 134
of the Companies Act, 2013;

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;

5. Reviewing, with the management, the quarterly financial statements before
submission to the board for approval

6. 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 utilisation of proceeds of a public or rights issue, and making appropriate
recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with
related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;

13. 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;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. 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;

16. 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;

17. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit
committee.

21. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore 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

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

The Audit Committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations;

2. Management letters / letters of internal control weaknesses issued by the statutory
auditors;

3. Internal audit reports relating to internal control weaknesses; and

4. The appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.

5. Statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7).

• NOMINATION AND REMUNERATION COMMITTEE

Our Company has constituted a Nomination and Remuneration Committee on February
21, 2022 and re- constituted on March 31, 2025 with its composition, quorum, powers,
roles and scope in line with the applicable provisions of the Act and Listing Regulations.
The Nomination and Remuneration Committee of the company consists of three
Independent Directors of the Company. Composition of Nomination and Remuneration
Committee of the company is as follows:

During the financial year 2025-26, Three (3) meetings of Nomination and Remuneration
Committee were held on following dates:

? 12/04/2025

? 02/08/2025

? 01/12/2025

Attendance of members for the meeting of Nomination & Remuneration Committee held
during the year 2025-26 is as below:

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board
and on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such

3. description. For the purpose of identifying suitable candidates, the Committee may:

b. use the services of an external agencies, if required;

c. consider candidates from a wide range of backgrounds, having due regard to
diversity; and

d. consider the time commitments of the candidates.

4. Formulation of criteria for evaluation of Independent Directors and the Board of
Directors;

5. Devising a policy on Board diversity, if any;

6. Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to
the Board of Directors their appointment and removal and shall carry out evaluation of
every director 's performance.

7. Whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors.

8. Recommend to the board, all remuneration, in whatever form, payable to senior
management.

9. Any other power specifically assigned by the Board of Directors of the Company from
time to time by way of resolution passed by it in a duly conducted Meeting, and

10. Carrying out any other function contained in the equity listing agreements as and
when amended from time to time.

The performance evaluation of the independent director was evaluated by the board after
seeking inputs from all the independent directors on the basis of the criteria such as
participation in decision making and rendering unbiased opinion; participation in
initiating new ideas and planning of the company etc.

The board reviewed the performance of the independent directors on the basis of the
criteria such as the contribution in raising concerns to the Board, safeguarding of
confidential information, rendering independent unbiased opinion etc. The web link is
https: //www.bccl.info/ assets /images/Familarization-programme-of-IDs R-WITH-no-
of-programme-and-hrs-of-attendence-25-26.pdf

REMUNERATION OF DIRECTORS

During the year company has paid following remuneration or setting fees to the directors
as follows:

REMUNERATION POLICY

The Company has adopted and implemented the Nomination and Remuneration Policy
devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 which is
available on the website of the Company

https://www.bccl.info/assets/images/remuneration-policy-of-directors-etc.pdf.

The remuneration payable to Directors, Key Managerial Personnel and Senior
Management Person will involve a balance between fixed and incentive pay reflecting
short term and long-term performance objectives appropriate to the working of the
Company and support in the achievement of Corporate Goals.

Presently the company doesn't pay any sitting fees to its non-executive director. The
criteria for making payment to the non-executive director is available on the website of the
company https://www.bccl.info/assets/images/T&C of Appointment of ID R.pdf.
https: / /www.bccl.info/ assets / images/policy-on-appointment-and-removal-of-
directors.pdf.

• STAKEHOLDER'S RELATIONSHIP COMMITTEE

The term of reference of Stakeholder's Relationship Committee is as below:

1. Resolving the grievances of the security holders of the listed entity 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.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing
the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company.

To solve the investors grievances Company has formulated Stakeholder's Relationship
Committee. Composition of the Committee is as follows:

During the financial year 2025-26, Four (4) meetings of Stakeholder's Relationship
Committee were held on following dates

? 22/04/2025

? 02/08/2025

? 28/10/2025

? 26/02/2026

Attendance of members for the meeting of Nomination & Remuneration Committee held
during the year 2025-26 is as below:

Name & Designation and address of the Compliance Officer
CS Renu Garg

Company Secretary & Compliance Officer
Bhatia Colour Chem Limited
Plot No. A/2/12, Road No. 1, Udhana
Udyog Nagar Sangh Udhna Surat-394210

Pursuant to the Regulation 13(3) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015; the details regarding investor's complaints are as
follows:

Status of Complaints pending, received, disposed and unresolved:

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee is constituted in line with the provisions
of Section 135 of the Companies Act, 2013.

The terms of reference of the Committee inter-alia includes the following:

i. To formulate and recommend to the Board, a CSR Policy which shall indicate the
activities to be

ii. undertaken by the Company as specified in Schedule VII to the Companies Act,
2013;

iii. To recommend the amount of expenditure to be incurred on the activities as
prescribed in Schedule VII

iv. to the said Act;

v. To monitor the CSR Policy of the Company from time to time.

The Corporate Social Responsibility Committee of the Company comprised three members
as on March 31, 2026. Composition of the Committee is as follows:

During the financial year 2025-26, One (1) meeting of Corporate Social Responsibility
Committee were held on 28/01/2026.

Attendance of members for the meeting of Corporate Social Responsibility Committee held
during the year 2025-26 is as below:

18. FAMILIARIZATION TO INDEPENDENT DIRECTORS:

The Independent Directors of the Company are familiarized with the various aspects of the
Company provided with an overview of the requisite criteria of independence, roles, rights,
duties and responsibilities of directors, terms of appointment of the Company and policies of the
Company and other important regulatory aspects as relevant for directors.

The Company, through its Executive Director or Manager as well as other Senior Managerial
Personnel, conducts presentations/programs to familiarize the Independent Directors with the
strategy, operations and functions of the company inclusive of important developments in
business. The web link is

https://www.bccl.info/assets/images/Familarization policy of IDs R.pdf.
https: / /www.bccl.info/ assets / images/policy-on-appointment-and-removal-of-directors.pdf

The terms and conditions of independent directors is available on the website of the company at
https://www.bccl.info/assets/images/T&C of Appointment of ID R.pdf.

Meeting of Independent Director

During the financial year 2025-26 one meeting of Independent Director was held on 26/02/2026.

Attendance of Directors at Independent Directors meeting held during the financial year is as
under:

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There is no employee drawing remuneration in excess of limits prescribed under section 197(12)
of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration
as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the
companies (appointment and remuneration of managerial personnel) Amendment rules, 2016 are
annexed in Annexure II.

20. RISK MANAGEMENT:

During the financial year under review, the Board of Directors have adopted a framework for risk
management including identification therein of elements of risk, if any, which in the opinion of
the Board may threaten the existence of the company as per the provisions of Section 134(3)(n) of
Companies Act, 2013. The brief statement of risk management is as under:

Regulatory and Compliance Risk

The textile chemical sector is governed by multiple national and international environmental,
health, and safety regulations and pollution control norms. Any non-compliance can result in
legal penalties and reputational damage. We proactively monitor regulatory developments and
maintain strict internal compliance protocols.

Environmental and Sustainability Risk

The handling and disposal of chemical substances carry inherent environmental risks. We
mitigate these through:

• Investment in effluent treatment plants (ETPs)

• Use of environmentally friendly and low-impact formulations

• Continuous improvement in sustainable production practices

Raw Material Price Volatility and Supply Chain Risk

Our operations are dependent on the availability and cost of raw materials, which are subject to
global price fluctuations. We manage this risk through:

• Diversification of suppliers

• Strategic sourcing and long-term contracts

• Regular inventory reviews and buffer stock planning

Technology and Innovation Risk

Failure to innovate may lead to obsolescence or loss of market competitiveness. We continuously
invest in R&D to develop eco-friendly and high-performance chemical solutions that align with
the evolving needs of the textile industry and sustainability goals.

Customer and Market Risk

Our business is closely tied to the performance of the textile industry, which is cyclical and
influenced by global demand-supply dynamics. We mitigate market risk through:

• Diversification across domestic and export markets

• Focus on value-added specialty chemicals

• Strong technical support and customer engagement

Operational and Safety Risk

Manufacturing of textile chemicals involves hazardous processes and materials. To manage
operational risk, we have:

• Implemented stringent safety standards and regular audits

• Trained staff in handling hazardous materials

• Adopted automation and process controls to minimize human error

Cybersecurity and IT Risk

With increasing reliance on digital systems for operations and supply chain management, cyber
threats are a growing concern. We have adopted robust cybersecurity protocols, regular data
backups, and access controls to safeguard sensitive business information.

21. AUDITORS:• STATUTORY AUDITORS:

The Members at the 01^st Annual General Meeting of the
Company held on 20^th September, 2022, had appointed
M/s. DSI & CO., Chartered Accountants, (FRN: 127226W)
as the Statutory Auditor of the Company to hold office for a
term of five years i.e., from the conclusion of the 01^st
Annual General Meeting until the conclusion of the
conclusion of the AGM for the financial year ending 2026¬
27.

• SECRETARIAL AUDITOR:

The Members at the 04^th Annual General Meeting of the
Company held on August 26, 2025, had appointed Mr. Ranjit
Binod Kejriwal, Company Secretary in practice, (FCS: 6116,
COP: 5985) and a Peer Reviewed Company Secretary, as the
Secretarial Auditor of the company, for performing
Secretarial Audit of the company for a period of five
consecutive years commencing from April 01, 2025 till March
31, 2030 in accordance with the amendment notified in
Regulation 24A by way of SEBI (LODR) (Third Amendment)
Regulations, 2024, with effect from April 01, 2025.

The Secretarial Audit Report is annexed herewith in
Annexure III.

• INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with Rule 13 of Companies (Accounts) Rules
2014, the Board of Directors of the Company has appointed
M/s Dharan Shah & Associates, Chartered Accountants as

j

Internal Auditor of the Company in the board meeting held on
February 21, 2022.

• COST AUDITOR:

Pursuant to the Provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, the Board of Directors have
appointed M/s V.M. Patel & Associates, Practising Cost
Accountants (Firm Registration No. 101519) as the Cost
Auditor of the Company for Financial Year 2026-27, sub'ect
to remuneration being ratified by the Members at the
ensuing AGM of the Company.

22. COMMENTS ON AUDITOR'S REPORT:

Statutory auditors:

M/s DSI & Co., Chartered Accountants, have submitted Auditors' Report on the financial
statements (standalone) of the Company for the financial year ended March 31, 2026. The notes
referred to in the Auditor's Report are self-explanatory and as such they do not call for any
further explanation.

Secretarial auditors:

Mr. Ranjit Binod Kejriwal, Company Secretary in practice, have submitted Secretarial Audit
Report for the financial year ended March 31, 2026. During the year under review, the company
has generally complied with the applicable provisions of the act, rules, regulations and guidelines
subject to the following observations:

• It was observed that the Company had not disseminated"Notice of meeting of the board of directors
where financial results were discussed" and "Statements of deviation(s)" on its website as required under
applicable provisions. On being intimated by BSE Limited, the Company has since completed the uploading
of such documents and has initiated measures to strengthen its compliance processes.

Management Response: The Company has taken necessary steps to strengthen its compliance
mechanism and ensures that such instance will not recur.

• The SDD software installed by the company was corrupted due to some technical issue. So, the
company has to install a new version of SDD software. Due to lack of proper back up, the company has
made entries again in new SDD software to record the same, with current time stamp.

Management Response: The Company submits that this was happened due to some technical
issues has taken necessary steps to strengthen its compliance mechanism and ensures that such
instance will not recur.

• The Company had submitted the outcome of the Board Meeting held on May 12, 2025; however, due
to a typographical error, certain details in the disclosure were incorrect. The company had mentioned pre
preferential holding of one of the allottees where no pre preferential shares were held. The Company
subsequently revised and re-submitted the outcome on May 13, 2025 with corrected information..

Management Response: The Company submits that the error in the initial disclosure was purely
typographical and inadvertent in nature. Upon identification, the Company promptly revised the
outcome of the Board Meeting with correct details.

• The Company had allotted 15,07,199 equity shares on May 12, 2025, resulting in a change
exceeding 2% of the total paid-up share capital. As per the applicable provisions, the Company was
required to file the updated shareholding pattern within 10 days of such change. However, the same was
filed on May 22, 2025, after the expiry of the prescribed timeline.

Management Response: The Company has taken necessary steps to strengthen its compliance
mechanism and ensures that such delay will not recur.

• The Company did not update the e-voting details pertaining to its Annual General Meeting on the
CDSL portal as required under the applicable e-voting framework.

Management Response: The Company has taken necessary steps to strengthen its compliance
mechanism and ensures that such instance will not recur.

• There was a clerical discrepancy in Form DIR-12 filed for appointment of the Company Secretary,
wherein the time of the Board Meeting was stated as 12:00 P.M. instead of 02:00 P.M. as recorded in the
minutes of the Board Meeting and the disclosures made to the Stock exchange.

Management Response: The Company submits that that the discrepancy referred to is purely a
typographical/inadvertent clerical error and does not affect the substance, interpretation, or
intent of the information disclosed. The error was unintentional and occurred during the
preparation of the document. The Company has taken necessary steps to strengthen its
compliance mechanism and ensures that such instance will not recur.

23. MAINTENANCE OF COST RECORDS:

The company is required to maintain Cost Records as specified by Central government under
sub-section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and
records are made and maintained.

24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements
with related parties under section 188 of the Companies Act, 2013 entered by the company during
the financial year, were in the ordinary course of business and were on an arm's length basis. The
policy on Related Party Transaction is uploaded on the website of the company.

The web link is https://www.bccl.info/assets/images/Related Party Transaction Policy R.pdf
Details of the related party transaction made during the year are attached Annexure IV in form
AOC-2 for your kind perusal and information.

25. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D
EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013
with regard to conservation of energy, technology absorption, foreign exchange earnings and
outgo are given below:

A. CONSERVATION OF ENERGY

i. The steps taken or impact on conservation of energy: Nil

ii. The steps taken by the Company for utilizing alternate sources of energy: NA

iii. The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption: NA

ii. The benefits derived like product improvement, cost reduction, product development or
import substitution: NA

iii. In case of imported technology (imported during last three years reckoned from the
beginning of the financial year): NA

iv. The expenditure incurred on research & development during the year: NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earnings and expenditure of your Company:

Foreign Expenditure: Import of raw materials of Rs. 3,78,71,856.

26. CEO/ CFO CERTIFICATION

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the provision of Para D of Schedule V of SEBI
(LODR) relating to Declaration by CEO is not applicable to the company.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the provisions of Section 135 of the Companies Act, 2013 relating
to Corporate Social Responsibility (CSR) were applicable to the Company.

The Company has constituted a CSR Committee and adopted a CSR Policy in accordance with
the applicable provisions of the Act. The details of the CSR Policy, CSR Committee, and CSR
activities/expenditure are provided in the Annual Report on CSR annexed to this Board's Report
as Annexure V.

28. ANNUAL EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of the criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director
to the board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the chairman was also
evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated, taking into
account the views of executive directors and non-executive directors. 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.

29. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The List of board of Directors and KMP as on March 31, 2026

Change in Designation:

• There is no change in designation of any directors/KMP during the current financial year.

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of
Association of the Company, Mr. Rameshchand Chanduram Bhatia (DIN: 09431185), Executive
Director, retire by rotation and is being eligible has offered himself for re-appointment at the
ensuing Annual General Meeting. Company's policy on directors' appointment and
remuneration is available in the web link https://www.bccl.info/assets/images/policy-on-
appointment-and-removal-of-directors.pdf and

https://www.bccl.info/assets/images/remuneration-policy-of-directors-etc.pdf Based on the
confirmations received from Directors, none of the Directors are disqualified from appointment
under Section 164 of the Companies Act, 2013.

30. DEPOSIT:

The company has not accepted deposits from the public during the financial year under review
within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies
(Acceptance of Deposits) Rules, 2014.

Details of money received from Directors:

SN Name of Directors O/S Amount as on year end

1 Bharat Brijlal Bhatia Nil

2 Rameshchand Chanduram Bhatia Nil

3 Ravi Ashokkumar Bhatia Nil

31. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has a well-placed, proper and adequate internal financial control system which
ensures that all the assets are safeguarded and protected and that the transactions are authorized
recorded and reported correctly. The internal audit covers a wide variety of operational matters
and ensures compliance with specific standard with regards to availability and suitability of
policies and procedures. During the year, no reportable material weakness in the design or
operation were observed.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system
in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information
regarding adequacy of internal financial controls with reference to the financial statements to be
disclosed in the board's report. The detailed report forms part of Independent Auditors Report.

33. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for
the directors and employees to report to the appropriate authorities off unethical behaviour,
actual or suspected, fraud or violation of the Company's code of conduct or ethics policy and
provides safeguards against victimization of employees who avail the mechanism. The policy
permits all the employees to report their concerns directly to the Chairman of the Audit
Committee of the Company.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the
Company's website. The web link is https://www.bccl.info/assets/images/Vigil Mechanism-
Whistle Blower Policy R.pdf.

34. STATUTORY INFORMATION:

The Company is in trading & manufacturing of chemicals, dyes and auxiliary products and is
listed on BSE SME Platform. Apart from this business, the company is not engaged in any other
business/activities.

35. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES
OF INDIA (ICSI)

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such
systems are adequate and operating effectively.

The Company complies with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI)

36. CODE OF CONDUCT:

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the provision of Para D of Schedule V of SEBI
(LODR) relating to Declaration by CEO is not applicable to the company.

37. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 relating to CERTIFICATE OF NON¬
DISQUALIFICATION OF DIRECTORS which is issued by PCS is not applicable to the company

as company has listed its specified securities on the SME Exchange only.

38. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of
the Companies Act, 2013.

39. INSURANCE:

All the properties and the insurable interest of the company including building, plants and
machinery and stocks wherever necessary and to the extent required have been adequately
insured. The company keeps reviewing the insurance amount every year as per requirement.

40. RESEARCH & DEVELOPMENT:

The Company believes that technological obsolescence is a reality. Only progressive research and
development will help us to measure up to future challenges and opportunities. We invest in and
encourage continuous innovation. During the year under review, expenditure on research and
development is significant in relation to the nature size of operations of your Company.

41. APPRECIATION:

Your directors place on records their deep appreciation to employees at all levels for their hard
work, dedication and commitment and express their sincere thanks and appreciation to all the
employees for their continued contribution, support and co-operation to the operations and
performance of the company.

42. SEXUAL HARASSMENT OF WOMEN:

Our company goal has always been to create an open and safe workplace for every employee to
feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to
the best of their abilities.

The Internal Committee (IC) has been constituted as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes
external members with relevant experience. Half of the total members of the IC are women. The
role of the IC is not restricted to mere redressal of complaints but also encompasses prevention
and prohibition of sexual harassment.

The Company did not receive any complaints on sexual harassment during the year 2025-26 and
hence no complaints remain pending as of March 31, 2026.

43. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL
YEAR:

There are no proceedings initiated/ pending against your company under the Insolvency and
Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial
Institution.

44. 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 DURING THE FINANCIAL YEAR:

It is not applicable to the company during the financial year under review.

45. STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT:

The company has complied the provisions of the Act.

46. CYBER SECURITY INCIDENT:

During the year, there are no incidents of cyber security breach reported.

47. CAUTIONARY STATEMENT:

Statements in this report and its annexures describing company's projections, expectations and
hopes are forward looking. Though, these are based on reasonable assumption, their actual
results may differ.

48. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted the Code of Conduct for regulating, monitoring and reporting of
Trading by Insiders in accordance with the requirement of SEBI (Prohibition of Insider Trading)
Regulations, 2015 and the Companies Act, 2013. The Code of internal procedures and conduct for
Regulating, monitoring and Reporting of Trading by Insiders is available on
https://www.bccl.info/assets/images/Insider Trading Policy R.pdf.

https://www.bccl.info/assets/images/CodeofPractice Procedures FairDisclosureofUPSI.pdf

49. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance
received from Shareholders, Bankers, regulatory bodies and other business constituents during
the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by all executives, officers and staff, resulting in successful performance of the
Company during the year.

Place: Surat For and on behalf of the Board of Directors

Date: July 31, 2026 Bhatia Colour Chem Limited

Sd/- Sd/-

Rameshchand Chanduram Bhatia Bharat Brijlal Bhatia

Whole-Time Director Chairman/Managing Director

DIN:09431185 DIN:09095082