Directors Report of Bhatia Colour Chem Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 4^th Board''s Report of the company on the business and
operations together with the Audited Accounts for the financial year ended 31st March 2025.

1. FINANCIAL RESULTS & PERFORMANCE:

Financial performance of the Company for Financial Year 2024-25 is summarized below:

Particulars	2024-25	2023-24*
Revenue from operations	12,503.26	11,447.83
Other Income	6.43	0.49
Total Revenues	12,509.69	11,448.32
Profit/ (Loss) before Exceptional & Extraordinary items & tax	540.00	473.04
Less: Exceptional items	5.63	--
Less: Extraordinary items	1.93	2.15
Profit/ (Loss) before tax	532.45	470.89
Less: Tax Expenses - Current Tax	166. 18	125. 77
- Deferred Tax	--	--
- Income tax of earlier years	--	--
Net Profit/ (Loss) For the Year	366.27	345.12

* 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 www.bccl.info/financial-result.php

!. STATE OF COMPANY''S AFFAIR:

Company has recorded a total revenue of Rs. 12,509.69/- lakhs in current financial year 2024-25 as
compared to Rs. 11,448.32/- in previous financial year 2023-24 representing an increase of 9.27%.
Company has incurred higher net profit for the year 2024-25 which is Rs. 366.27/- lakhs as compared
to Rs. 345.12/- in previous year representing an increase of 6.12%.

>. 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 31^st March, 2025.

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. 12,23,37,500/- as on 31st March, 2025.

During the year under review, the Company has issued and allotted 44,00,000 fully convertible warrants on
preferential basis to promoters/promotor group and persons other than promoters on a preferential basis in
accordance with provisions specified under Chapter V of SEBI (ICDR) Regulations, 2018.

Apart from this, no other securities are issued by the company in the financial year 2024-25.

6. MATERIAL CHANGES:

The company had issued 44,00,000 fully convertible warrants on preferential basis to
promoters/promotor group and persons other than promoters on a preferential basis in accordance
with provisions specified under Chapter V of SEBI (ICDR) Regulations, 2018, out of which 19,05,597
warrants have been converted into equity shares.

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 31^st March, 2025, 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 31^st March, 2025 and of the Profit & Loss 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 the requirements of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the extract of the Annual Return for FY 2024-25 is
uploaded on the website of the company at 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)
Regulation, 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
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. The composition of the Board is in conformity with Regulation 17 of the
SEBI Listing Regulations read with Section 149 and 152 of the Act.

Composition of Board of Director as on 31st March, 2025 is as follows:

Sr. No	Name	Designation	Nature of Directorship
1	Bharat Brijlal Bhatia	Chairman/Managing Director	Executive
2	Rameshchand Chanduram Bhatia	Whole Time Director	Executive
3	Ravi Ashokkumar Bhatia	Whole Time Director	Executive
4	Anu Ashish Amodia	Independent Director	Non-Executive
5	Ravi Jitendra Modi	Independent Director	Non-Executive
6	Dhruvi Shyam Kapadia	Independent Director	Non-Executive
7	Insiya Qaidjohar Nalawala	Independent Director	Non-Executive
8	Rutu Milindbhai Sanghvi	Independent Director	Non-Executive
9	Nevil Prameshkumar Soni	Independent Director	Non-Executive

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).

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	08/04/2024	6	6
2.	23/05/2024	6	6
3.	25/06/2024	6	6
4.	16/07/2024	6	6
5.	27/07/2024	6	6
6.	21/09/2024	6	6
7.	26/10/2024	6	6
8.	11/11/2024	6	6
9.	29/11/2024	6	6
10.	03/01/2025	6	6
11.	07/02/2025	6	6
12.	13/02/2025	6	6
13.	31/03/2025	9	9

II. COMMITTEES MEETING
• AUDIT COMMITTEE

Our Company has constituted an Audit Committee on 21^st February, 2022 and re- constituted
on 31^st March, 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:

Sr. No	Name of Member	Designation	Nature of Directorship
1	Ravi Jitendra Modi	Chairman	Non-Executive Independent Director
2	Anu Ashish Amodia	Member	Non-Executive Independent Director
3	Bharat Brijlal Bhatia	Member	Executive Director

During the financial year 2024-25, Five (5) meetings of Audit Committee were held on
following dates:

? 08/04/2024

? 23/05/2024

? 27/07/2024

? 26/10/2024

? 03/01/2025

Attendance of members for the meeting of Audit Committee held during the year 2024-25 is
as below:

Sr. No	Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1	Rutu Milindbhai Sanghvi	Chairman	5	5
2	Nevil Prameshkumar Soni	Member	5	5
3	Bharat Brijlal Bhatia	Member	5	5

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 21^st February,
2022 and re-constituted on 31^st March, 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:

Sr. No	Name of Member	Designation	Nature of Directorship
1	Anu Ashish Amodia	Chairman	Non-Executive Independent Director
2	Ravi Jitendra Modi	Member	Non-Executive Independent Director
3	Dhruvi Shyam Kapadia	Member	Non-Executive Independent Director

During the financial year 2024-25, Three (3) meetings of Nomination and Remuneration
Committee were held on following dates:

? 08/04/2024

? 27/07/2024

? 13/02/2025

Attendance of members for the meeting of Nomination & Remuneration Committee held
during the year 2024-25 is as below:

Sr. No	Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1	Insiya Qaidjohar Nalawala	Chairman	3	3
2	Rutu Milindbhai Sanghvi	Member	3	3
3	Nevil Prameshkumar Soni	Member	3	3

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/policy.php

REMUNERATION OF DIRECTORS

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

Name	Category	Remuneration or sitting fees
Bharat Brijlal Bhatia Rameshchand Chanduram Bhatia	Executive Managing Director Executive Whole Time Director	38.00. 000 p.a. 38.00. 000 p.a.
Ravi Ashokkumar Bhatia	Executive Whole Time Director	24,00,000 p.a.
Insiya Qaidjohar Nalawala	Non-Executive Independent Director	NIL
Rutu Milindbhai Sanghvi	Non-Executive Independent Director	NIL
Nevil Prameshkumar Soni	Non-Executive Independent Director	NIL

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 www.bccl.info/policy.php

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

www.bccl.rnfo/policy.php

• 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:

Sr. No	Name of Member	Designation	Nature of Directorship
1	Dhruvi Shyam Kapadia	Chairman	Non-Executive Independent Director
2	Ravi Jitendra Modi	Member	Non-Executive Independent Director
3	Bharat Brijlal Bhatia	Member	Executive Director

During the financial year 2024-25, Four (4) meetings of Stakeholder''s Relationship Committee
were held on following dates

? 23/05/2024

? 27/07/2024

? 26/10/2024

? 07/02/2025

Attendance of members for the meeting of Nomination & Remuneration Committee held
during the year 2024-25 is as below:

Sr. No	Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1	Rutu Milindbhai Sanghvi	Chairman	4	4
2	Nevil Prameshkumar Soni	Member	4	4
3	Bharat Brijlal Bhatia	Member	4	4

Name & Designation and address of the Compliance Officer

CS VISHWA RONAK PATEL

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:

Number of Shareholders'' Complaints Pending at the end of the year	Nil
Number of Shareholders'' Complaints received during the year	Nil
Number of Shareholders'' Complaints disposed during the year	Nil
Number of Shareholders'' Complaints remain unresolved during the	Nil
year

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 www.bccl.info/assets/images/Familarization-programme-of-IDs R-WITH-no-of-
programme-and-hrs-of-attendence-24-25.pdf

The terms and conditions of independent directors is available on the website of the company at
www.bccl.info/policy.php

Meeting of Independent Director

During the financial year 2024-25 one meeting of Independent Director was held on the following
date:

? 13/02/2025

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

Name of Directors	Categories	No. of Meeting Attended
Mrs. Rutu Milindbhai Sanghvi	Chairman	1
Mrs. Insiya Qaidjohar Nalawala	Member	1
Mr. Nevil Prameshkumar Soni	Member	1

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 Board had appointed Mr. Ranjit Binod Kejriwal,
Practicing Company Secretary to conduct Secretarial Audit
for the financial year 2024-25.

Your board, based on the recommendation of Audit
Committee, proposed for the approval of members in this
Annual General Meeting, appointment 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 01^st April, 2025 till 31^st March, 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.

The explanation to the secretarial audit qualifications is as
under:

• The Company has filed the Revised Annual Report for
Financial Year 2023-24 on 21/08/2024.

Certain inadvertent typographical error was noticed in the
Annual Report of the Company for Financial Year 2023-24. So,
the company rectified the inadvertent error and filed Revised
Annual Report for Financial Year 2023-24 on 21-08-2024.

• INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companie
Act, 2013 read with Rule 13 of Companies (Accounts) Rule
2014, the Board of Directors of the Company has appointe
M/s Dharan Shah & Associates, Chartered Accountants a
Internal Auditor of the Company in the board meeting held o
21^st February, 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 2025-26, subject
to remuneration being ratified by the Members at the
ensuing AGM of the Company.

22. COMMENTS ON AUDITOR''S REPORT:

M/s DSI & CO., Chartered Accountants, have submitted Auditors'' Report on the financial statements
(standalone) of the Company for the financial year ended 31st March 2025. The notes referred to in
the Auditor''s Report are self-explanatory and as such they do not call for any further explanation.

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
www.bccl.info/policy.php

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

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

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

iv. 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: Nil

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 disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not applicable to the Company.

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 31/03/2025

Name of Director/KMP	Category & Designation	Date of Appointment	Date of Resignation	Date of Change in Designation during the Year
Bharat Brijlal Bhatia	Executive Managing Director, Chairman	10/12/2021	--	--
Rameshchand Chanduram Bhatia	Executive Whole¬ Time Director	10/12/2021	--	--
Ravi Ashokkumar Bhatia	Executive Whole¬ Time Director	10/12/2021	--	--
Insiya Qaidjohar Nalawala	Non Executive Independent Director	21/02/2022	31/03/2025	--
Rutu Milindbhai Sanghvi	Non Executive Independent Director	21/02/2022	31/03/2025	--
Nevil Prameshkumar Soni	Non Executive Independent Director	21/02/2022	31/03/2025	--
Vishwa Ronak Patel	Company Secretary	22/04/2023	--	--
Sunny Harishkumar Vyaswala	Chief Financial Officer	22/12/2021	--	--
Dhruvi Shyam Kapadia	Non Executive Independent Director	13/02/2025	--	19/03/2025
Anu Ashish Amodia	Non Executive Independent Director	13/02/2025	--	19/03/2025
Ravi Jitendra Modi	Non Executive Independent Director	13/02/2025	--	19/03/2025

Change in Designation:

• Mrs. Dhruvi Shyam Kapadia, Mrs. Anu Ashish Amodia and Mr. Ravi Jitendra Modi were
appointed as Additional Directors on 13^th February, 2025 and regularised as Independent
Directors via Postal ballot concluded on 19^th March, 2025.

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of
the Company, Mr. Bharat Brijlal Bhatia (DIN: 09095082), 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
www.bccl.info/policy.php. 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	Outstanding Amount as on year end (Rs. in Lacs)
1	Bharat Brijlal Bhatia	160.07
2	Rameshchand Chanduram Bhatia	260.33
3	Ravi Ashokkumar Bhatia	4.53

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/policy.php

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. 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.

37. FRAUD REPORTING

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

38. 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.

39. 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.

40. 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.

41. 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 from NGOs or 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 2024-25 and
hence no complaints remain pending as of 31st March, 2025.

42. COMPLIANCE WITH MATERNITY BENEFIT ACT:

The company has complied with the provisions of the Maternity Benefit Act

43. 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/policy.php

44. 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: 02^nd August, 2025 Bhatia Colour Chem Limited

Sd/- Sd/-

Rameshchand Chanduram Bhatia Bharat Brijlal Bhatia

Whole-Time Director Chairman/Managing Director

DIN:09431185 DIN:09095082

---

Mar 31, 2024

Your directors take pleasure in presenting the 3^rd Board''s Report of the company on the business and operations together with the Audited Accounts for the financial year ended 31st March 2024.

1. FINANCIAL RESULTS & PERFORMANCE:

Financial performance of the Company for Financial Year 2023-24 is summarized below:

			(Rs. in Lakhs)
	Particulars	2023-24	2022-23*
	Revenue from operations	11,447.832	11021.650
	Other Income	0.492	13.180
	Total Revenues	11,448.324	11034.830
	Profit/ (Loss) before Exceptional & Extraordinary items & tax	473.040	377.319
	Less: Exceptional items	--	(0.008)
	Less: Extraordinary items	2.146	3.328
	Profit/ (Loss) before tax	470.894	373.998
	Less: Tax Expenses - Current Tax	125. 771	100.586
	- Deferred Tax	--	(0.480)
	- Income tax of earlier years	--	--
	Net Profit/ (Loss) For the Year	345.123	273.893
*	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.

2. STATE OF COMPANY''S AFFAIR:

The Company was incorporated on December 10, 2021 therefore this is third year of the company. Company has recorded a total revenue of Rs. 11,448.324/ - lakhs in current financial year 2023-24 as compared to Rs. 11,034.830/- in previous financial year 2022-23. Company has incurred higher net profit for the year 2023-24 which is Rs. 345.123/- lakhs as compared to Rs. 273.893/- in previous year.

3. 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 31^st March, 2024.

4. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid dividend account.

5. SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 12,50,00,000/- and Paid-up Share Capital of the Company is Rs. 12,23,37,500/- as on 31st March, 2024.

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

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, 2024, 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, 2024 and of the Profit & Loss 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:

The company has not given any loans or guarantees or made investments under section 186(4) of Companies Act, 2013.

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 2023-24 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) Regulation, 2015 and corporate Governance does not form part of this Board''s Report.

Additional disclosure pursuant to Section II, Part II of the Schedule V to the Companies Act, 2013 with reference to the special resolution at item no. 4 & 5 of the notice

SN	Particulars	Mr. Bharat Brijlal Bhatia	Mr. Rameshchand Chanduram Bhatia	Mr. Ravi Ashokkumar Bhatia
1.	All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors	Rs. 4,00,000/- per month inclusive of all perquisite, subject to shareholders approval at AGM	Rs. 4,00,000/- per month inclusive of all perquisite, subject to shareholders approval at AGM	Rs. 2,00,000/- per month inclusive of all perquisite.
2.	Details of fixed component and performance linked incentives along with the performance criteria	The above mentioned performance based in	is the fixed component and there is no centive.
3.	Service contracts, notice period, severance fees	As per WTD & MD Agreements executed on 25/01/2022 and provisions of Companies Act, 2013
4.	Stock Option details, if any	NIL

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. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 and 152 of the Act.

Composition of Board of Director as on 31st March, 2024 is as follows:

Sr. No	Name	Designation	Nature of Directorship
1	Bharat Brijlal Bhatia	Chairman / Managing Director	Executive
2	Rameshchand Chanduram Bhatia	Whole Time Director	Executive
3	Ravi Ashokkumar Bhatia	Whole Time Director	Executive
4	Insiya Qaidjohar Nalawala	Independent Director	Non-Executive
5	Rutu Milindbhai Sanghvi	Independent Director	Non-Executive
6	Nevil Prameshkumar Soni	Independent Director	Non-Executive

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 08 (Eight) times and the gap between two meetings did not exceed one hundred and twenty days (120).

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	22/04/2023	6	6
2.	10/05/2023	6	6
3.	20/05/2023	6	6
4.	16/08/2023	6	6
5.	30/09/2023	6	6
6.	30/10/2023	6	6
7.	07/11/2023	6	6
8.	19/01/2024	6	6

II. COMMITTEES MEETING • AUDIT COMMITTEE

Our Company has constituted an Audit Committee on February 21, 2022 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:

Sr. No	Name of Member	Designation	Nature of Directorship
1	Rutu Milindbhai Sanghvi	Chairman	Non-Executive Independent Director
2	Nevil Prameshkumar Soni	Member	Non-Executive Independent Director
3	Bharat Brijlal Bhatia	Member	Executive Director

During the financial year 2023-24, Five (5) meetings of Audit Committee were held on following dates:

? 10/05/2023

? 20/05/2023

? 16/08/2023

? 07/11/2023

? 19/01/2024

Attendance of members for the meeting of Audit Committee held during the year 2023-24 is as below

Sr. No	Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1	Rutu Milindbhai Sanghvi	Chairman	5	5
2	Nevil Prameshkumar Soni	Member	5	5
3	Bharat Brijlal Bhatia	Member	5	5

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 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:

Sr. No	Name of Member	Designation	Nature of Directorship
1	Insiya Qaidjohar Nalawala	Chairman	Non-Executive Independent Director
2	Rutu Milindbhai Sanghvi	Member	Non-Executive Independent Director
3	Nevil Prameshkumar Soni	Member	Non-Executive Independent Director

During the financial year 2023-24, Three (3) meetings of Nomination and Remuneration Committee were held on following dates:

? 22/04/2023

? 16/08/2023

? 19/01/2024

Attendance of members for the meeting of Nomination & Remuneration Committee held during the year 2023-24 is as below:
Sr. No	Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1	Insiya Qaidjohar Nalawala	Chairman	3	3
2	Rutu Milindbhai Sanghvi	Member	3	3
3	Nevil Prameshkumar Soni	Member	3	3

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

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

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

c. consider the time commitments of the candidates.

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

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

5. 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.

6. 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.

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

8. 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

9. 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/Performance Evaluation Policy R.pdf.

REMUNERATION OF DIRECTORS During the year company has paid following remuneration or setting fees to the directors as follows:
Name	Category	Remuneration or setting fees
Bharat Brijlal Bhatia	Executive Managing Director	24,00,000 p.a.
Rameshchand Chanduram Bhatia	Executive Whole Time Director	24,00,000 p.a.
Ravi Ashokkumar Bhatia	Executive Whole Time Director	18,00,000 p.a.
Insiya Qaidjohar Nalawala	Non-Executive Independent Director	NIL
Rutu Milindbhai Sanghvi	Non-Executive Independent Director	NIL
Nevil Prameshkumar Soni	Non-Executive Independent Director	NIL

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 R.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.

• 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:

Sr. No	Name of Member	Designation	Nature of Directorship
1	Rutu Milindbhai Sanghvi	Chairman	Non-Executive Independent Director
2	Nevil Prameshkumar Soni	Member	Non-Executive Independent Director
3	Bharat Brijlal Bhatia	Member	Executive Director

During the financial year 2023-24, Four (4) meetings of Stakeholder''s Relationship Committee were held on following dates

? 10/05/2023

? 16/08/2023

? 30/10/2023

? 19/01/2024

Attendance of members for the meeting of Nomination & Remuneration Committee held during the year 2023-24 is as below:
Sr. No	Name of Member	Status in Committee	No of meetings Attended	No of meetings entitled to Attend
1	Rutu Milindbhai Sanghvi	Chairman	4	4
2	Nevil Prameshkumar Soni	Member	4	4
3	Bharat Brijlal Bhatia	Member	4	4

Name & Designation and address of the Compliance Officer

CS VISHWA RONAK PATEL

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:

Number of Shareholders'' Complaints Pending at the end of the year	Nil
Number of Shareholders'' Complaints received during the year	Nil
Number of Shareholders'' Complaints disposed during the year	Nil
Number of Shareholders'' Complaints remain unresolved during the year	Nil

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.

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 2023-24 one meeting of Independent Director was held on the following date:

? 19/01/2024

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

Name of Directors	Categories	No. of Meeting Attended
Mrs. Rutu Milindbhai Sanghvi	Chairman	1
Mrs. Insiya Qaidjohar Nalawala	Member	1
Mr. Nevil Prameshkumar Soni	Member	1

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 a statement on 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; has been annexed in Annexure III.

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 202627.

• SECRETARIAL AUDITOR:

The Board had appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary to conduct Secretarial Audit for 5 Years from financial year 2022-23 to 2026-27.

The Secretarial Audit Report is annexed herewith in Annexure IV. The secretarial Auditor''s report is selfexplanatory and as such they do not call for further explanations.

• INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companie Act, 2013 read with Rule 13 of Companies (Accounts) Rule 2014, the Board of Directors of the Company has appointee M/s Dharan Shah & Associates, Chartered Accountants a Internal Auditor of the Company in the board meeting held o 21st February, 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 2024-25, subject to remuneration being ratified by the Members at the ensuing AGM of the Company.

22. COMMENTS ON AUDITOR''S REPORT:

M/s DSI & CO., Chartered Accountants, have submitted Auditors'' Report on the financial statements (standalone) of the Company for the financial year ended 31st March 2024. The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation.

23. MAINTENANCE OF COST RECORDS:

The company is required to maintain Cost Records as specified by Central government under subsection (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 V 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 requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of Section 134(3)(m) of the Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014 are annexed herewith in Annexure VI.

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)

The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable to the Company.

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 31/03/2024
	Name of Director/KMP	Category & Designation	Date of Appointment	Date of Resignation	Date of Change in Designation during the Year
	Bharat Brijlal Bhatia	Executive Managing Director, Chairman	10/12/2021	--	--
	Rameshchand Chanduram Bhatia	Executive WholeTime Director	10/12/2021	—	—
	Ravi Ashokkumar Bhatia	Executive WholeTime Director	10/12/2021	—	—
	Insiya Qaidjohar Nalawala	Non Executive Independent Director	21/02/2022	—	—
	Rutu Milindbhai Sanghvi	Non Executive Independent Director	21/02/2022	--	--
	Nevil Prameshkumar Soni	Non Executive Independent Director	21/02/2022	--	--
	Vishwa Ronak Patel	Company Secretary	22/04/2023	--	--
	Sunny Harishkumar Vyaswala	Chief Financial Officer	22/12/2021	--	--

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. Ravi Ashokkumar Bhatia (DIN: 09431186), 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/Remuneration Policy R.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 (Rs. in Lacs)
1	Bharat Brijlal Bhatia	906.11
2	Rameshchand Chanduram Bhatia	650.23
3	Ravi Ashokkumar Bhatia	201.27

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 behavior, 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 nondisqualification of directors is not applicable to the company as company has listed its specified securities on the SME Exchange.

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 from NGOs or 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 2023-24 and hence no complaints remain pending as of 31st March, 2024.

43. 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.

44. 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.