Bhagyanagar India Ltd Management Discussions

Bhagyanagar India Ltd (BIL) was incorporated in the year 1985, a flagship Company of Surana Group. BIL is among the oldest and largest companies producing various copper products in India. The Company has forayed into the non conventional energy sector with a wind power project with an installed capacity of 9 MW at Kapatigudda, Karnataka State. BIL believes its industry knowledge, proactive research and specialized technology helps provide customers with improved products. The Company has steadily grown over the years with a continued focus on customer satisfaction, evolving itself into countrys one of the most promising mid cap Companies.

A) INDUSTRY STRUCTURE AND DEVELOPMENTS:

Copper: The Company manufactures copper products such as field coils, paper covered strips, sheets, pipes, tubes, solar fins, bus bars, commentators among others. The Company continues to focus on value added products such as Copper Field Coils (for Auto Electrical), Copper Fins (for Solar Water Heaters) and Busbars for Electrical Engineering with regular supplies to various Original Equipment Manufacturers (OEMs) such as Lucas, TVS Limited, MICO, Commutate, Emvee Solar, Amar Raja Batteries, HBL Nife and many other leading OEMs. The Company keep on adding further value added products every year in line with the requirement of our OEM customers.

The global demand for copper continues to grow, world refined usage has more than tripled in the last 50 years, thanks to expanding sectors such as electrical and electronic products, building construction, industrial machinery and equipment, transportation equipment, and consumer and general products.

The Company has already taken up expansion plans through 100% subsidiary viz., Bhagyanagar Copper Private Limited with a capacity increase to 24,000 MT from the existing 15000 MT. 1^st Phase of expansion plan of copper division completed and commercial production has started from 01.03.2019. The capacity can be further increased with modest capex.

Wind Power: The Company has wind power project with an installed capacity of 9 MW at Kapatigudda, Karnataka State.

B) OPPORTUNITIES AND THREATS:

The fundamental growth drivers of the countrys economy as well as Copper industry continue to remain strong despite the pressures of slowdown and inflationary conditions prevalent till recently in the nation and also globally. The Indian demand is expected to be strong on the back of improved outlook for industrial and infrastructure growth. The demand for copper is directly dependent on economic growth and the quality of the growth. The governments thrust on power sector, smart city, housing for all, ambitious plan of harnessing renewable energy resources, electric vehicles, Infrastructure development, Atma

Nirbhar Abhiyan and Make in India spells good news for copper industries.

Indias copper consumption is expected to increase to about 3 million tonne by 2030, spurred by development in electric vehicles and other environmentally-friendly technology. Rising middle-class income will also boost demand.

Since 2018, India has become a net importer of the metal due to the closure of Sterlite Coppers plant at Thoothukudi, Tamil Nadu, which catered to around 40% of the domestic demand. To boost recycling of copper in India, the Government announced reduction of import duty on copper scrap from 5% to 2.5% in the Union Budget 2021 and also in the Union Budget 2023-24, BCD of 2.5% on Copper scrap is continued. This will promote recycling in the country as the basic raw materials will become economical. Copper industry continue to remain strong despite the pressures of slowdown and inflationary conditions prevalent in the nation and also globally. The threats to the segments in which the company operates are volatility in Exchange rate & Metal Prices.

C) SEGMENT-WISE OR PRODUCT WISE PERFORMANCE:

During the year under review, the Company has recorded consolidated revenue of 184752.32 Lakhs and made a net profit of 1013.04 Lakhs against revenue of 157440.97 Lakhs and net profit of 1108.19 Lakhs in the previous financial year 2021-22.

The following is the segment wise performance and results during the financial year 2022-23:

(Rs. in Lakhs)

Segment Product / Unit	Turnover	PBIT
Copper	184121	3474
Wind Power	457	73
Others	82	49

The Overall economic slowdown has impacted our Company also. We remain cautious on the growth trajectory for the financial year 2023-24.

D) OUTLOOK:

Copper is the third most widely used industrial metal worldwide. It is an essential commodity in industries like electronics, appliances, electrical grids, vehicles, and renewable energy technologies. Hence, the demand for this metal is traditionally considered a leading indicator of global economic health. It is expected that domestic copper demand will remain resilient amid a stable economic growth outlook.

Copper industry continues to show strong growth despite the pressures of slowdown and inflationary conditions in the nation and also globally. The Companys strategyor financial year 2023-24 is to have continued focus on addition of new value added products to gain traction from OEM customers across various sectors such as Automobile, Electrical Switch Gears, Heaters etc. Your company is concerned about the vide fluctuations in copper prices globally and locally and increase in foreign exchange value.

As reported, the expansion of the Business has been done through a 100% subsidiary company viz., Bhagyanagar Copper Private Limited (BCPL) with a capacity increase to 24,000 MT from the existing 15000 MT. BCPL has 65.28 Acres of land at Shabhashpally Village, Shivampet Mandal, Medak District, Telangana where copper plant has been set up and commenced its commercial operations effective from 01st March, 2019. During the financial year 2022-23 the Company achieved the consolidated turnover of Rs.1847 Crores.

E) RISKS AND CONCERNS:

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. The threats to the segments in which the company operates are volatility in Exchange rate & Metal Prices. The company is concerned about the vide fluctuations in copper prices globally and locally and increase in foreign exchange value.

The major risks identified by the company are systematically addressed through extenuating actions on a continuous basis. The Company has developed and implemented the Risk Management framework. Audit Committee oversight of financials risks and controls. The Board of Directors is also apprised of the risks faced by the Company, and of the adequate and timely risk management measures taken to mitigate them.

F) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate Internal Control Systems and Procedures with regard to purchase of Stores, Raw Materials including Components, Plant and Machinery, equipment, sale of goods and other assets. The company has clearly defined roles and responsibilities for all managerial positions and all operating parameters are monitored and controlled. The Company designs and maintains accounting and internal control systems to provide reasonable assurance at reasonable cost that assets are safeguarded against loss from unauthorized use or disposition, and that the financial records are reliable for preparing financial statements and maintaining accountability for assets.

The Company has an Internal Audit System commensurate with its size and nature of business. M/s Sekhar & Co., a firm of Chartered Accountants, are acting as Internal Auditors of the Company. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors. Compliance with laws and regulations is also ensured and confirmed by the Internal Auditors of the Company. Standard operating procedures and

guidelines are issued from time to time to support best practices for internal control.

G) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

i) FINANCIAL PERFORMANCE:

Capital Structure:

The Equity Share Capital of the Company is 639.90 lakhs comprising of 3,19,95,000 equity shares of 2/- each fully paid.

Reserves and Surplus:

The Reserves and Surplus of the Company as on 31.03.2023 stand at 12835.91 lakhs as compared to 12225.96 lakhs in the previous year.

Fixed Assets:

During the year, the Company has added fixed assets amounting to 146.84 lakhs making the gross fixed assets as on 31.03.2023 to 11121.22 lakhs.

Inventories:

Inventories, as on 31 ^st March, 2023, amounting to 8910.53 lakhs as against 8322.55 lakhs in the previous year.

Sundry Debtors:

Sundry debtors increased to 10303.95 lakhs as on 31st March, 2023 as against 7347.78 lakhs in the previous year. These debtors are considered good and realizable.

Cash and Bank Balances:

Cash and Bank balances stood at 80.62 lakhs against 133.49 lakhs in the previous years which include amounts deposited with banks as security.

Loans and Advances:

Long Term Loans and Advances increased to 1412.26 lakhs as against 1139.59 lakhs in the previous year.

Current Liabilities:

Current Liabilities for the financial year ended 31.03.2023 is 13189.52 lakhs as against 10459.97 lakhs in the previous Year.

ii) OPERATIONAL RESULTS:

Turnover:

During the year 2022-23, the turnover of the Company was 138701.06 lakhs as compared to 109072.57 lakhs in the previous year.

The Income from other sources as on 31st March, 2023 was 171.47 lakhs as compared to 265.91 lakhs in the previous year.

Depreciation:

The Company has provided a sum of 361.59 lakhs towards depreciation for the year as against 367.97 lakhs in the previous year.

Provision for Tax:

The Company has provided a current tax of 255.58 lakhs as against 221.63 lakhs in the previous year.

Net Profit:

The Net Profit of the Company after tax is 609.96 lakhs as against 436.99 lakhs in the previous year.

Earnings Per Share:

The Earnings Per Share of the Company as on 31st March, 2023 is 1.91/- per share for Face Value of 2/- as against 1.37/- per share for face value of 2/- in the previous year.

H) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED: The Company believes that the Companys growth and future success depend largely on the skills of the Companys workforce, including executives and officers, as well as the designers and engineers and the attraction of critical skills. The loss of the services of one or more of these employees could impair the Companys ability to continue to implement its business strategy. The Companys success also depends, on its continued ability to attract and retain experienced and qualified employees. The Company is committed to building the competencies of its employees and improving their performance through training and development. The Companys focus is on identifying gaps in its employees competencies and preparing employees for changes in competitive environments, as well as to meet organizational challenges.

Some of the focus areas in training in the last year cantered on leadership, innovation management and internationalisation besides other training programmes to drive a change in the Companys employees outlook as it continue to develop as a global competitor.

I) DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Key Financial Ratios:

Ratios	2023	2022	Change (%)	Note no.
Debtors Turnover (no. of days)	23	21	9.87	1
Inventory Turnover (no. of days)	23	28	(15.85)	2
Debt Service Coverage Ratio	2.34	2.00	16.83
Current Ratio	1.71	1.77	(3.21)	3
Debt Equity Ratio	0.22	0.17	34.49	4
Net Profit Margin (%)	0.44	0.40	9.70	5
Return on Net Worth (%)	12.38	11.50	7.67	6

Note:

1 . Prudent Credit Policy and year end realization has brought down the receivable cycle which otherwise is between 30 to 40 days.

2. Transit Period inventory has come down due to lower imports resulting into reduction of overall inventory holding period.

3. Change in the ratio is due to increase in Current Assets (inventory and receivables) of the company.

4. Change in the ratio is due to increase in borrowings due to scaling up of operations.

5. Change in the ratio is due to increase in net profit because of revenue growth.

6. Change in the ratio is due to increase in EIBDTA because of revenue growth.

J) CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Companys objective, projections, estimates, expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include, among others, economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates changes in the Government regulations, tax laws and other statutes and incidental factors.

For and on behalf of the Board of Directors

NARENDER SURANA DEVENDRA SURANA

MANAGING DIRECTOR MANAGING DIRECTOR

DIN: 00075086 DIN: 00077296

Place : Secunderabad Date : 10.08.2023

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis: No transactions.

2. Details of material contracts or arrangement or transactions at arms length basis:

Sl. No.	Name(s) of the related party and nature of relationship	Nature of contracts/ arrangements/ transactions	Duration of the contracts/ arrangements/ transactions	Salient terms of the contracts or arrangements or Transactions including the value, if any:	Date(s) of approval by the Board, if any:	Amount paid as advances, if any:
1.	Bhagyanagar Copper Private Limited (Wholly Owned Subsidiary)	Purchase of copper	01.04.2022 to 31.03.2023	Rs. 1808.12 Lakhs	12.02.2022	-
2.		Job work paid	01.04.2022 to 31.03.2023	Rs. 3839.05 Lakhs	12.02.2022	-
3.		Sale of copper	01.04.2022 to 31.03.2023	Rs. 138.51 Lakhs	12.02.2022	-
4.	Surana Solar Systems Private Limited (Common Directors)	Purchase of solar power	01.04.2022 to 31.03.2023	Rs. 202.07 Lakhs	12.02.2022	-
5.	Tejas India Solar Energy Private Limited (Common Directors)	Purchase of solar product	01.04.2022 to 31.03.2023	Rs. 6.11 Lakhs	12.02.2022	-

For and on behalf of the Board of Directors

Place : Secunderabad Date : 10.08.2023

NARENDER SURANA MANAGING DIRECTOR DIN: 00075086

DEVENDRA SURANA MANAGING DIRECTOR DIN: 00077296

Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy)

Rules, 2014:

1. A brief outline of Companys CSR Policy:

The Company considers social responsibility as an integral part of its business activities. The CSR activities of the Surana Group are guided by the vision and philosophy of its founding father, Late Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the Foundation for its ethical and value-based functioning. The Company had taken an initiative in the direction and the journey was embarked in the year 1987 by Late Shri G. Mangilal Surana in the memory of his father Shri Gulab Chand Surana by starting a hospital "Gulab Chand Surana Charitable Hospital" is purely for the purpose of providing medical relief to the people who are in below poverty line. It is being run by qualified and registered doctors.

The provisions of the Companies Act, 2013 have made it imperative to institutionalise the CSR activities. Your Companys social responsibility policy focuses on using the capabilities of business to improve lives and contribute to sustainable living, through contributions to local communities and society at large. The CSR activities of the Company are carried out through Implementing Agencies including Gulab Chand Surana Charitable Hospital. CSR Policy of the Company is available on the Companys website at http://www.bhagyanagarindia.com/pdf/codes-and-policies/ policv-on-corporate-social-responsibilitv.pdf

2. Composition of the CSR Committee:

The Companies (Amendment) Act, 2020 vide Notification dated 28th September, 2020 has given relaxation to the Companies with respect to constitution of CSR Committee, if the amount to be spent by a company towards CSR does not exceed 50 lakhs in a financial year, in such cases the functions of such Committee shall be discharged by the Board of Directors. In view of this, the Board of Directors of your company shall discharge the functions of the CSR Committee.

3. Web link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company: http://www.bhagyanagarindia.com/pdf/codes-and-policies/policy-on- corporate-social-responsibility.pdf

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Nil

6. Average Net Profit of the Company as per Section 135(5) of the Companies Act, 2013:

In Lakhs

Net Profit	For the Financial Year ended March 31
	2022	2021	2020
	627.59	254.77	123.53
Average Net Profit for the preceding three Financial Years	335.30

(a) Two percent of average net profit of the company as per section 135(5) : 6,70,596/-

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: N.A

(c) Amount required to be set off for the financial year: Nil

(d) Total CSR obligation for the financial year (6a-6b-6c): 6,70,596/-

7. (a) Details of CSR amount spent against ongoing projects for the financial year: Nil

(b) Details of CSR amount spent against other than ongoing projects for the financial year:

Sr. No.	Name of the Project	Item from the list of activities in Schedule VII to the Act.	Local area (Yes/ No)	Location of the project	Amount spent for the project (in Rs.)	Mode of implementation - Direct (Yes/ No)	Mode of implementation - Through implementing agency
							CSR Name Regn. No.
1	-	Eradicating hunger, poverty and malnutrition promoting healthcare including preventive health care	Yes	Hyderabad	2,00,000	No	Donated to Helping Hands of Rotary Trust
2	-	Eradicating hunger, poverty and malnutrition promoting healthcare including preventive health care	Yes	Hyderabad	5,00,000	No	Sri Jain Sravak Charitable Trust CSR00037426

(c) Amount spent in Administrative Overheads: Nil

(d) Amount spent on Impact Assessment, if applicable: Not Applicable

(e) Details of CSR Spent during the financial year, if any (7a+7b+7c+7d): f 7,00,000

(f) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year (?)	Amount Unspent (?)
	Total Amount transferred to Unspent CSR Account as per Section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5)
	Amount	Date of Transfer	Name of the Fund	Amount	Date of Transfer
7,00,000/-	Nil	NA	NA	Nil	NA

(g) Excess amount for set off, if any:

Sl. No. Particular	Amount
(1) (2)	(3)
(i) Two percent of average net profit of the Company as per section 135(5)	6,70,596/-
(ii) Total amount spent for the Financial Year	7,00,000/-
(iii) Excess amount spent for the financial year [(ii)-(i)]	21,404/-
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	21,404/-

8. (a) Details of Unspent CSR amount for the preceding three financial years:

1 2	3	4	5	6		7	8
Sl. No. Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under Section 135 (6)	Balance Amount in Unspent CSR Account under section 135(6)	Amount spent in the Financial Year	Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5), if any		Amount remaining to be spent in succeeding financial years	Deficiency, if any
				Amount	Date of Transfer
1. FY 2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil
2. FY 2021	Nil	Nil	Nil	Nil	Nil	Nil	Nil
3. FY 2020	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Total	Nil	Nil	Nil	Nil	Nil	Nil	Nil

9. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

If yes, enter the number of Capital assets created / acquired: Nil

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Sl. No.	Short particulars of the property or asset(s) [including complete address and location of the property]	Pin code of the property or asset(s)	Date of Creation	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
1	2	3	4	5	6
					CSR Registration Number, if applicable	Name	Registered address
NA	NA	NA	NA	NA	NA	NA	NA

10. Specify the reasons, in case, the Company has failed to spend two per cent of the average net profit as per Section 135(5): Not applicable.

By Order of the Board For BHAGYANAGAR INDIA LIMITED

Place : Secunderabad Date : 10.08.2023

DEVENDRA SURANA MANAGING DIRECTOR (DIN-00077296)

FORM NO MR 3 SECRETARIAL AUDIT REPORT

Pursuant to Section 204 (1) of the Companies Act, 2013 and the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023

To

The members of Bhagyanagar India Limited

I have conducted Secretarial Audit pursuant to Section 204 of the Companies Act 2013, on the compliance of applicable Statutory Provisions and the adherence to good corporate practices by M/s. Bhagyanagar India Limited (hereinafter called as "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

1. Based on our verification of the books, papers, minutes books, forms, returns filed and other records maintained by the Company and also the information and according to the examinations carried out by us and explanations furnished and representations made to us by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, I hereby report that in our opinion, the Company has during the audit period covering the Financial Year ended on 31st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

2. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2023 ("Audit Period") according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made there-under;

ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there-under;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there-under;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there-under to the Extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not applicable during the audit period.

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Not applicable during the audit period.

(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not applicable during the audit period

(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008; Not applicable during the audit period

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not applicable during the audit period

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not applicable during the audit period

vi) The Companys main business is into manufacture of copper, ferrous and non-ferrous metals and non-conventional energy (wind). Accordingly, the following industry specific major laws are applicable to the Company:

(a) The Electricity Act, 2003

(b) Hazardous Wastes (Management and Handling) Rules, 1989

(c) Environment Protection Act, 1986

vii) I have also examined compliance with the applicable clauses of the following:

(a) The Listing Agreement entered into by the Company with the Stock Exchanges and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(b) Secretarial Standards issued by the Institute of Company Secretaries of India in respect of Board and General Meetings of the Company.

During the period under review, the Company has complied with the provisions of the applicable Acts, Rules, Regulations

and Guidelines etc. mentioned above.

3. I, further report that:

(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors took place during the year under review.

(b) Adequate Notice is given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least 7 days in advance. There is adequate system for seeking and obtaining further information and clarifications on the agenda items before the meeting and meaningful participation at the meeting. Majority decision is carried through and there were no instances of dissenting members in the Board of Directors.

(c) It is also noted that the Company has an Internal Audit System to constantly monitor the process for efficient compliances.

4. I, further report that during the audit period, there were no specific events/actions having a major bearing on the

companys affairs in pursuance of the above referred laws, regulations, guidelines, standards, etc.

Rakhi Agarwal Company Secretary in Practice FCS No.7047

Place: Hyderabad CP No.6270

Date:10-08-2023 UDIN: F007047E000780303

ANNEXURE-A

To

The members of Bhagyanagar India Limited CIN: L27201TG1985PLC012449 Plot No. P-9/13/1 & P-9/14, IDA,

Nacharam, Hyderabad - 500076

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Rakhi Agarwal Company Secretary in Practice FCS No.7047

Place: Hyderabad CP No.6270

Date:10-08-2023 UDIN: F007047E000780303

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule.9 of the Companies (Appointment and Remuneration

Personnel) Rules, 2014]

To,

The Members of

Bhagyanagar Copper Private Limited

CIN: U27100TG2008PTC125034

Sy No 98 to 105, 107, 111,230, 231,232, 234,

Shabashpally Village,

Shivampet Mandal,

Medak District - 502334, Telangana.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bhagyanagar Copper Private Limited (Material Subsidiary of a Listed Company i.e., Bhagyanagar India Limited) (hereinafter called the ‘Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit. We hereby report that in our opinion, the Company has, during the audit period, covering the financial year ended on 31.03.2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Bhagyanagar Copper Private Limited ("the Company") for the financial year ended on 31.03.2023, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) Other applicable Acts

(a) Factories Act, 1948

(b) Industrial Disputes Act,1947

(c) The Payment of Wages Act, 1936

(d) The Minimum Wages Act,1948

(e) Employee State Insurance Act, 1948

(f) Employees Provident Funds and Miscellaneous Provisions Act, 1952

(g) The Payment of Bonus Act, 1965

(h) The Payment of Gratuity Act, 1972

(i) The Contract Labour (Regulation & Abolition) Act, 1970

(j) The Maternity Benefit Act,1961

(k) The Child Labour (Prohibition & Regulation) Act, 1986

(l) The Industrial Employment (Standing Order) Act, 1946

(m) The Employee Compensation Act, 1923

(iv) The Companys main business is into manufacture of copper, ferrous and non-ferrous metals. Accordingly, the following industry specific major laws are applicable to the Company:

(a) Hazardous Wastes (Management and Handling) Rules, 1989

(b) Environment Protection Act, 1986 and rules made there under

(c) The Air (Prevention and control of pollution) Act 1981

(d) The water (Prevention and control of pollution) Act 1974

We have relied on the representations made by the Company, its officers and reports of Internal Auditors for systems and mechanism framed by the Company for compliances under other Acts, Laws and Regulations applicable to the Company as mentioned above.

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. The decisions at the Board Meetings are carried out unanimously and there were no members dissenting the resolution(s) during the year under review.

We further report that there are adequate systems and processes in the Company Commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that, the compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this audit since the same have been subject to review by statutory financial audit and other designated professionals.

Rakhi Agarwal Company Secretary in Practice FCS No.7047

Place : Secunderabad CP No.6270

Date : 10.08.2023 UDIN:F007047E000780622

This Report is to be read with our letter of even date which is given as Annexure-A and forms an integral part of this report.

ANNEXURE-A

To

The Members of

Bhagyanagar Copper Private Limited

CIN: U27100TG2008PTC125034

Sy No 98 to 105, 107, 111,230, 231,232, 234,

Shabashpally Village, Shivampet Mandal,

Medak District - 502334, Telangana.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Rakhi Agarwal Company Secretary in Practice FCS No.7047

Place : Secunderabad CP No.6270

Date : 10.08.2023 UDIN: F007047E000780622

Secretarial Compliance Report of Bhagyanagar India Limited for the year ended 31st March, 2023

(Pursuant to SEBI Circular - CIR/CFD/CMD1/27/2019, dated 08th February, 2019 for the purpose of compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015)

I, Rakhi Agarwal, Practicing Company Secretary, have examined:

(a) all the documents and records made available to me and explanation provided by Bhagyanagar India Limited ("the listed entity"),

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) website of the listed entity,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31st March, 2023 ("Review Period") in respect of compliance with the provisions of:

(a) The Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

(b) The Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the Listed Entity as there was no reportable event during the audit period)

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(d) Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; (Not applicable to the Listed

Entity as there was no reportable event during the audit period)

(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [Formerly known as (Share Based Employee Benefits) Regulations, 2014]; (Not applicable to the Listed Entity as there was no reportable event during the audit period)

(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Listed Entity as there was no reportable event during the audit period)

(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013; (Not applicable to the Listed Entity as there was no reportable event during the audit period)

(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

and circulars/ guidelines issued thereunder;

I hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder except in respect of matters specified below: -

S. No.	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Regulation / Circular No.	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount	Observations /Remarks of the Practicing Company Secretary	Management Response	Remarks
NIL

(b) The listed entity has taken the following actions to comply with the observations made in previous reports:

S. No.	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Regulation/ Circular No.	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount	Observations/ Remarks of the Practicing Company Secretary	Management Response	Remarks
NIL

(c) The reporting of clause 6(A) and 6(B) of the Circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019 issued by the Securities and Exchange Board of India on "Resignation of statutory auditors from listed entities and their material subsidiaries" is not applicable during the Review Period.

(d) The Additional affirmations by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR) in terms of the BSE circular reference No. 20230316-14 and NSE Circular Ref No: NSE/CML/ 2023/21 both dated 16 March 2023 is attached as an Annexure-A to this report.

Date: 22-05-2023 Place: Hyderabad

Rakhi Agarwal Practicing Company Secretary CS No.: 7047 CP No.: 6270 UDIN: F007047E000350357

Annexure-A

Additional affirmations by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR) in terms of the BSE circular reference No. 20230316-14 and NSE Circular Ref No: NSE/CML/ 2023/21 both dated 16 March 2023, following are the additional information which is the parts of ongoing Annual Secretarial Compliance Report-

Sr. No.	Particulars	Compliance Status (Yes/No/NA)	Observations/ Remarks by PCS*
	Secretarial Standards:	Yes	Not Any
1.	The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI)
	Adoption and timely duration of the Policies:	Yes	Not Any
2.	• All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities
	• All the policies are in conformity with SEBI Regulations and has been reviewed & timely updated as per the regulations/circulars/ guidelines issued by SEBI
	Maintenance and disclosures on Website:	Yes	Not Any
	• The Listed entity is maintaining a functional website
3.	• Timely dissemination of the documents/ information under a separate section on the website
	• Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re-directs to the relevant document(s)/ section of the website
	Disqualification of Director:	Yes	Not Any
4.	None of the Director of the Company are disqualified under Section 164 of Companies Act, 2013
	To examine details related to Subsidiaries of listed entities:	Yes	Not Any
5.	(a) Identification of material subsidiary companies
	(b) Requirements with respect to disclosure of material as well as other subsidiaries
	Preservation of Documents:	Yes	Not Any
6.	The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under
	SEBI LODR Regulations, 2015.
	Performance Evaluation:	Yes	Not Any
7.	The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year as prescribed in SEBI Regulations
	Related Partv Transactions:	Yes	Not Any
8.	(a) The listed entity has obtained prior approval of Audit Committee for all Related party transactions (b) In case no prior approval obtained, the listed entity shall provide detailed reasons along with confirmation whether the transactions were subsequently approved/ratified/rejected by the Audit committee	NA	All RPT were prior approved by Audit Committee
	Disclosure of events or information:	Yes	Not Any
9.	The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.
	Prohibition of Insider Tradinq:	Yes	Not Any
10.	The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015
Sr. No.	Particulars	Compliance Status (Yes/No/NA)	Observations/ Remarks by PCS*
11.	Actions taken by SEBI or Stock Exchange(s), if any:	Yes	Not Any
	No Actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder
12.	Additional Non-compliances, if any:	Yes	Not Any
	No any additional non-compliance observed for all SEBI regulation/circular/guidance note etc.

Date : 22-05-2023 Place : Hyderabad

Rakhi Agarwal Practicing Company Secretary FCS No.: 7047 CP No.: 6270 UDIN: F007047E000350357