To the Members,

Your Directors have the pleasure to present the Thirty-Second Annual Report on the business and operations of Baheti Recycling Industries Limited ("the Company") along with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL AND OPERATIONAL HIGHLIGHTS:

The Company's financial performance for the year ended March 31, 2026 is summarized below:

FINANCIAL PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS:

The Company has delivered robust financial performance for the year ended March 31, 2026, demonstrating strong growth in revenue and profitability. Total revenue for the year increased to Rs.

72,541.64 lakhs, comprising revenue from operations of Rs. 72,485.97 lakhs and other income of Rs. 55.67 lakhs, compared with Rs. 52,453.87 lakhs in the previous year. This reflects a year-on-year growth of

38.30%.

Profit before tax increased to Rs. 3,651.63 lakhs from

Rs. 2,411.61 lakhs in the prior year, representing a growth of 51.42%. After accounting for total tax expense of Rs. 945.43 lakhs (up by 54.83% from Rs. 610.63 lakhs), profitafter tax for the year was Rs. 2,706.21 lakhs, up by 50.26% from Rs. 1,800.98 lakhs in FY 2024-25. Earnings per share (basic and diluted) improved to

Rs. 26.08 from Rs. 17.37 in the previous year, reflecting enhanced shareholder value.

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Accounting Standards ("AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Act ("Act").

DIVIDEND:

The Board of Directors of your company (the "Board") has determined that it would be wise to recommend no dividend for the year under review after taking into account all pertinent circumstances.

ASSOCIATE COMPANIES:

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

MIGRATION TO THE MAIN BOARD OF NSE AND BSE:

Subsequent to the close of the financial year, the

Board of Directors, at its meeting held on June 18, 2026, approved the proposal to migrate the listing of the Company's equity shares from the NSE Emerge Platform to the Main Board of the National Stock Exchange of India Limited ("NSE") and to seek direct listing on the Main Board of BSE Limited ("BSE"), subject to the requisite approvals.

The members approved the proposal by way of a Special Resolution through Postal Ballot on July 25, 2026. The voting results were duly declared and disclosed to the Stock Exchanges and on the Company's website in accordance with applicable laws.

The Company will now undertake the necessary steps and make the requisite applications to NSE and BSE for obtaining their approvals for the proposed migration and direct listing. The process will be completed subject to the receipt of all applicable regulatory and stock exchange approvals and fulfilment of the prescribed eligibility requirements.

CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of the business of your Company during the financial year.

TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire profitin retained earnings; consequently, no transfers were made to the General Reserve for the year ended March31,2026.Forfulldetailsofmovementsinreserves and surplus during the year, refer to the Statement of Changes in Equity in the Financial Statements.

LOANS, GUARANTEES AND INVESTMENTS:

In compliance with Section 186 of the Act, your company has made loans, guarantees, securities, and investments during the year under review. The notes incorporated into the financial statements contain information about loans, guarantees, and investments made during the year under review.

Issuance of Equity Shares and Convertible Warrants on Preferential Issue Basis

During the year under review, the Company completed a preferential issue pursuant to which 78,375 equity shares were allotted to public-category allottees at an issue price of Rs. 592.50 per share (including a premium of Rs. 582.50 per share) for cash. Simultaneously, the Company allotted 1,91,625 convertible warrants to promoter- and public-category allottees at an issue price of Rs. 592.50 per warrant (including a premium of Rs. 582.50 per warrant) for cash consideration, on receipt of 25% of the issue price as application money. As on March 31, 2026, 1,91,625 warrants are outstanding for conversion.

Authorised Share Capital

During the year under review, pursuant to the approval granted by the shareholders at the Extraordinary General Meeting held on January 15, 2026, the Authorised Share Capital of the Company stands increased from Rs. 10,50,00,000/- (Rupees Ten Crore and Fifty Lakh Only) divided into 1,05,00,000 (One Crore Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each.

Issued Capital, Subscribed and Paid-up Capital

Consequent to the aforesaid issuances as mentioned above, the issued, subscribed and paid-up Equity Share Capital as at end of March 31, 2026 stands at Rs. 10,44,69,050/- (Rupees Ten Crore Forty-Four Lakhs Sixty-Nine Thousand Fifty Only) comprising of 1,04,46,905 (One Crore Four Lakhs Forty-Six Thousand Nine Hundred Five) Equity Shares of the face value of Rs. 10/- each.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained that: bythem,confirm a) in the preparation of the annual financial statements for the financial year ended 31

March, 2026, the applicable accounting standards have been followed; and there are no material departures from prescribed accounting standards; b) Your Company has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company, at the end of the financial

Company, for that period; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud; and other irregularities; d) the annual financial statements have been prepared on a going concern basis; e) the directors, have laid down internal financial controls to be followed by your 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.

• BOARD COMPOSITION

The Board of Directors of the Company comprises an optimum combination of Executive and Non-Executive Directors, including Independent Directors, ensuring an appropriate balance of skills, experience, expertise and independence in its functioning. The Directors bring with them extensive knowledge and diverse professional experience, which enablesyear;andof theprofitandlossofyour Board to provide effective leadership, strategic direction and sound governance to the Company.

As on March 31, 2026, the Board comprised 6 (Six) Directors, consisting of 3 (Three) Executive Directors and 3 (Three) Non-Executive Directors, including 2 (Two) Independent Directors. The composition of the Board is in conformity with the requirements of the Act and the SEBI Listing Regulations. The Independent Directors have been appointed in accordance with the applicable provisions of the Act, and their tenure is within the prescribed statutory limits.

The Company has ensured compliance with the provisions of Section 165 of the Act relating to the maximum number of directorships. None of the

Directors holds office as a director in more than

20 (Twenty) companies, including more than 10 (Ten) public companies.

The composition of the Board of Directors and the directorships held by each Director as on March 31, 2026 are set out in the table below:

As on March 31, 2026, none of the Directors of the Company were related to each other except Mr. Balkishan Shankerlal Shah, Managing Director, Mr. Yash Shankerbhai Shah, Joint Managing Director, Mr. Shankerlal Bansilal Shah, Whole-Time Director and Mrs. Ayushi Yash Shah, Director who are related to each other as per the provisions of the Act.

During the financial year ended March 31,

2026, 14 (Fourteen) meetings of board of directors of the Company.

• The intervening gap between the Meetings was within the period prescribed under the Act.

• The following meetings of the Board of

Directors were held during the financial year ended March 31, 2026:

• MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2025-26:

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

Appointment of Independent Directors

During the financial year under review, there was no change in the composition of the Board of Directors. As on March 31, 2026, the Board comprised an optimum combination of Executive and Non-Executive Directors, including Independent Directors, in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

Subsequent to the close of the financial year and before the date of this Report, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on June 18, 2026, approved the appointment of Mr. Judhisthir Behera (DIN: 08605965) and Mr. Mahadevan Viswanathan (DIN: 11755171) as Additional Directors in the category of Non-Executive Independent Directors of the Company, subject to the approval of the members. The Board, after considering the recommendation of the Nomination and Remuneration Committee, is of the opinion that both the appointees possess the requisite integrity, expertise, experience, proficiency and competencies required for the effective discharge of their duties as Independent

Directors. The Board is also satisfied that they fulfilthe conditions specified for appointment as

Independent Directors under the Act and the SEBI Listing Regulations and are independent of the management.

Pursuant to the aforesaid approval, the Company issued a Postal Ballot Notice seeking the approval of the members by way of Special Resolution for the appointment of Mr. Judhisthir Behera (DIN: 08605965) and Mr. Mahadevan Viswanathan (DIN: 11755171) as Non-Executive Independent

Directors of the Company for a first term of five

(5) consecutive years commencing from June 18, 2026 and ending on June 17, 2031, not liable to retire by rotation, in accordance with the provisions of the Act, the SEBI Listing Regulations and other applicable laws. The members of the Company, through Postal Ballot, approved the said appointments by passing the requisite Special Resolutions on July 25, 2026. The voting results were duly declared and disclosed on the websites of the Stock Exchange and the website of the Company.

Accordingly, the appointments of Mr. Judhisthir Behera and Mr. Mahadevan Viswanathan as Non-Executive Independent Directors of the Company have been duly approved by the members and are effective from June 18, 2026.

The Non-Executive Directors of the Company had no material pecuniary relationship or transactions with the Company, other than the payment of sitting fees for attending meetings of the Board of Directors and its Committees and reimbursement of expenses incurred in connection with the discharge of their duties, wherever applicable.

Revision in remuneration of Managing Director, Joint Managing Director and Whole-Time Director

Subsequent to the close of the financial year and before the date of this Report, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on June 18, 2026, approved the upward revision in the remuneration payable to Mr. Balkishan Shankerlal Shah (DIN: 03006486), Managing Director, Mr. Yash Shankerlal Shah (DIN: 09527701), Joint Managing Director, and Mr. Shankerlal Bansilal Shah (DIN: 00131715), Whole-Time Director, subject to the approval of the members of the Company.

Pursuant to the aforesaid approval, the Company issued a Postal Ballot Notice seeking the approval of the members by way of Special Resolutions for the revision in remuneration payable to the aforesaid Executive Directors with effect from April 01, 2026, for the remainder of their respective terms of appointment, in accordance with the provisions of Sections 196, 197 and 198 read with Schedule V of the Act, Regulation 17(6) (e) of the SEBI Listing Regulations, 2015 and other applicable statutory provisions.

The revision primarily provides for an increase in the basic salary from Rs. 7,00,000 (Rupees Seven Lakhs only) per month to Rs. 12,00,000 (Rupees Twelve Lakhs only) per month, while the remaining terms and conditions of their respective appointments remain unchanged.

The members of the Company, through Postal Ballot, approved the said revision in remuneration by passing the requisite Special Resolutions on July 25, 2026. The voting results were duly declared and disclosed on the websites of the Stock Exchange and the website of the Company in accordance with the applicable laws. Accordingly, the revised remuneration payable to the aforesaid Executive Directors has been duly approved by the members with effect from April 01, 2026, for the remainder of their respective terms of appointment.

Re-Appointment of Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on September 03, 2026, approved and recommended to the members for their approval at the ensuing Annual General Meeting, the following re- appointments: a. Mr. Balkishan Shankerlal Shah (DIN: 03006486), as Managing Director, upon expiry of his existing term of office, for a further term of three (3) consecutive years commencing from March 07, 2027 and ending on March 06, 2030, on such remuneration and other terms and conditions as set out in the Notice convening the ensuing Annual General Meeting; b. Mr. Shankerlal Bansilal Shah (DIN: 00131715), as Whole-Time Director, upon expiry of his existing term of office, for a further term of three (3) consecutive years commencing from March 07, 2027 and ending on March 06, 2030, on such remuneration and other terms and conditions as set out in the Notice convening the ensuing Annual General Meeting; c. Mr. Yash Shankerlal Shah (DIN: 09527701), as Joint Managing Director, upon expiry of his existing term of office, for a further term of three

(3) consecutive years commencing from March 09, 2027 and ending on March 08, 2030, on such remuneration and other terms and conditions as set out in the Notice convening the ensuing Annual General Meeting; d. Mr. Satya Narain Mittal (DIN: 09533705), as an

Independent Director, for a second term of five (5) consecutive years commencing from March 25, 2027 and ending on March 24, 2032; and e. Mr. Jaimish Govindbhai Patel (DIN: 09647742), as an Independent Director, for a second term of five

(5) consecutive years commencing from June 27, 2027 and ending on June 26, 2032.

The proposed re-appointments of the Managing Director, Whole-Time Director and Joint Managing Director, including their respective remuneration and other terms and conditions of appointment, are subject to the approval of the members and such other approvals, consents or permissions as may be required under applicable law. The remuneration and other terms and conditions of appointment of the Managing Director, Whole-Time Director and Joint Managing Director are set out in the Notice convening the ensuing Annual General Meeting and the explanatory statement annexed thereto.

The proposed re-appointments are in accordance with the applicable provisions of the Act, the rules made thereunder, the SEBI Listing Regulations and other applicable laws.

The Board, after taking into consideration the recommendations of the Nomination and Remuneration Committee, the performance evaluation of the respective Directors, their qualifications, experience, expertise, leadership capabilities and contribution to the affairs and growth of the Company, is of the opinion that their continued association would be beneficial to the Company and its stakeholders. Accordingly, the Board recommends the proposed reappointments, including the remuneration and other terms and conditions of appointment of the Managing Director, Whole-Time Director and Joint Managing Director, for approval by the members at the ensuing Annual General Meeting.

In respect of the proposed re-appointments of Mr. Satya Narain Mittal and Mr. Jaimish Govindbhai Patel, the Board, based on the recommendation of the Nomination and Remuneration Committee, has determined that they fulfil the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI

Listing Regulations. The Board is also satisfied that they possess the requisite qualifications, integrity, expertise, experience and proficiency required for effective discharge of their duties and responsibilities as Independent Directors and that they are independent of the management.

The Company has received the requisite declarations and confirmations from the aforesaid Independent Directors, including confirmation that they meet the criteria of independence prescribed under applicable law and that they are not debarred or disqualified from holding the office of Director by virtue of any order of the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any other statutory authority. The requisite disclosures relating to the proposed re-appointments, including the brief profiles, qualifications, experience, expertise, directorships, remuneration and other terms and conditions of appointment of the Managing Director, Whole-Time Director and Joint Managing Director, and other relevant particulars of the Directors, as required under the Act, the rules made thereunder, Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard–2 on General Meetings issued by the Institute of Company Secretaries of India, form part of the

Notice convening the ensuing Annual General Meeting.

• RETIREMENT BY ROTATION

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mrs. Ayushi Yash Shah, Director (DIN: 09527729) retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting of the Company. The Directors recommend the resolution relating to the reappointment of Mrs. Ayushi Yash Shah, Director (DIN: 09527729) (who is liable to retire by rotation), as Director of the Company. Pursuant to the provisions of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings, the requisite details of Mrs. Ayushi Yash Shah, Director, form part of the Notice convening the ensuing Annual General Meeting.

• DECLARATION OF INDEPENDENCE

As on the date of this Report, Mr. Satya Narian Mittal, Mr. Jaimish Patel, Mr. Judhisthir Behera and Mr. Mahadevan Viswanathan are the Independent Directors of the Company, in accordance with Section 149 of the Act and the SEBI Listing Regulations.

The Company has received declarations from the Independent Directors pursuant to Section 149(7) of the Act confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties with an objective and independent judgment and without any external influence.

Based on the declarations received and after undertakingdueassessmentoftheveracitythereof, the Board is of the opinion that the Independent

Directors fulfil the conditions specified in the

Act and the SEBI Listing Regulations and are independent of the management of the Company.

The Board further confirms that there has been no change in the circumstances affecting their status as Independent Directors during the year under review.

The Board is satisfied with the integrity, expertise, experience and proficiency of the Independent

Directors of the Company.

In compliance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the

Independent Directors have registered their names in the data bank maintained by the Indian Institute of Corporate Affairs (IICA) and have either passed the Online Proficiency Self-Assessment

Test or are exempted from undertaking the same, as applicable.

The Independent Directors have also confirmed compliance with the Code for Independent Directors prescribed under Schedule IV to the Act.

• MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Schedule IV to the Act and the applicable provisions of the SEBI Listing Regulations, the Independent Directors of the Company met on February 24, 2026, without the presence of the Non-Independent Directors and members of the Management.

The Independent Directors reviewed the performance of the Non-Independent Directors, the Board as a whole, its Committees and the Chairperson of the Company. They also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board to enable the Board to effectively discharge its duties.

All the Independent Directors attended the meeting and expressed satisfaction with the performance of the Non-Independent Directors, the Board, its Committees and the Chairperson, as well as with the adequacy and timeliness of the information provided by the Management to the Board.

• FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company believes that an informed and engaged Board is fundamental to effective corporate governance. Accordingly, the IndependentDirectorsareperiodicallyfamiliarised with the Company's business, operations, industry developments, regulatory updates, strategic initiatives, risk management framework and internal policies to enable them to effectively discharge their roles and responsibilities.

The familiarisation programme is conducted through presentations at Board and Committee meetings, business updates and other interactive sessions, which help the Independent Directors gain a deeper understanding of the Company's operations, business environment and the regulatory landscape. This enables them to make informed decisions and contribute effectively to the governance and long-term growth of the Company.

• DISQUALIFICATIONS OF DIRECTORS

The Company has received declarations in Form DIR-8 from all the Directors pursuant to Section 164(2) of the Act read with the Companies

(Appointment and Qualification of Directors) Rules, 2014, confirming that they are not disqualified from being appointed or continuing as Directors of the Company.

The Company has also received confirmations from all the Directors that they are not debarred from holding the any order passed by the Securities and Exchange Board of India (SEBI) or any other regulatory authority. Further, all the Directors have made the requisite disclosures as required under the applicable provisions of the Act and the SEBI Listing Regulations.

• KEY MANAGERIAL PERSONNEL

Pursuant to provisions of Sections 2(51) and 203 of Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the following persons are to be Key Managerial Personnel of the company; a. Mr. Shankerlal Bansilal Shah, Chairman and Whole-Time Director b. Mr. Balkishan Shankerlal Shah, Managing Director c. Mr. Yash Shankerlal Shah, Joint Managing Director d. Mr. Manojkumar Jagdishchandra Shah, Chief

Financial Officer e. Mrs. Mansi Harsh Darji, Company Secretary During the year under review, there is no other change in the Key Managerial personnel of the Company.

• COMMITTEES OF THE BOARD

The Board receives regular communication regarding policy-related issues as well as other pertinent and important information. Your board currently has fourof Director by virtue of (4) committees, namely the Audit Committee, the Nomination and Remuneration Committee, the Stakeholder Relationship Committee and the Corporate Social Responsibility, to look into various aspects for which they have been established in order to provide better corporate governance and transparency. The terms of reference of these committees are in line with Act.

1. AUDIT COMMITTEE

The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of the Act. During the year under review, six meetings of the Audit Committee were held i.e. on May 05, 2025, May 15, 2025, August 30, 2025, November 14, 2025, December 24, 2025 and March 30, 2026. The intervening gap between two meetings did not exceed one hundred and twenty days.

The details of the Audit Committee meetings attended by its members during FY 2025-26 are given below:

The Chief Financial Officer was invited to attend the audit committee meetings. The Company Secretary of the Company acts as Secretary of the Committee. The Board of Directors has taken note of and accepted the observations and recommendations made by the Audit Committee.

The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Act.

During the year under review, one meeting of the Nomination and Remuneration Committee was held i.e. on May 05, 2025.

2. NOMINATION AND REMUNERATION COMMITTEE

The details of the Nomination and Remuneration Committee meeting attended by its members during FY 2025-26 are given below:

The Company Secretary of the Company acts as Secretary of the Committee.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders

Relationship Committee pursuant to the provisions of Section 178(3) of the Act.

During the year under review, one meeting of the Stakeholders Relationship Committee was held i.e. on November 14, 2025.

The details of the Stakeholders Relationship Committee meeting attended by its members during FY 2025-26 are given below:

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company has not received any investor complaints from its shareholders.

The Company has constituted a Corporate Social Responsibility Committee pursuant to the provisions of Section 135 of the Act.

During the year under review, one meeting of the Corporate Social Responsibility Committee was held i.e. on May 05, 2025.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The details of the Corporate Social Responsibility Committee meeting attended by its members during FY 2025-26 are given below:

The Corporate Social Responsibility Committee is responsible to formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to

Act. To recommend the amount of expenditure to be incurred on the CSR activities and to Monitor the CSR activities undertaken by the Company The Company Secretary of the Company acts as Secretary of the Committee.

CORPORATE GOVERNANCE:

In line with Regulation 15(2) of the SEBI Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies: a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year; b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

POSTAL BALLOT:

Subsequent to the close of the financial year, the Com -pany conducted a Postal Ballot through remote e-voting pursuant to the applicable provisions of the Act, the rules made thereunder, SEBI Listing Regulations and other applicable laws. The Postal Ballot Notice dated June 18, 2026 was issued seeking the approval of the Members for the Special Resolutions set out therein. The remote e-voting commenced on June 26, 2026 and concluded on July 25, 2026.

The Members of the Company, through Postal Ballot by way of remote e-voting, approved all the seven Special Resolutions with the requisite majority. Accordingly, the resolutions were deemed to have been passed on

July 25, 2026, being the last date specified for receipt of votes through the e-voting process.

The details of the resolutions passed by the Members through Postal Ballot are as under:

The voting results along with the Scrutinizer's Report were duly declared and disclosed to the Stock Exchange and made available on the website of the Company

(APPOINTMENT AND REMUNERATION) RULES, 2014:

Disclosure required under Section 197(12) of the Act read with Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure-B. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2026 prepared in accordance with Section 92(3) of the Act will be made available on the website of your Company that can be accessed using at www.bahetiindustries.com.

• STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act read with the rules made thereunder, M/s. Jeevan Jagetiya & Co., Chartered Accountants (Firm Registration No. 121335W), were appointed as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the Annual General Meeting held in 2023 until the conclusion of the Annual General Meeting to be held in 2028.

The Statutory Auditors have confirmed their eligibility and independence in accordance with the provisions of Sections 139 and 141 of the Act and the Rules made thereunder. They have also confirmed that they hold a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, as required under the applicable provisions of the SEBI Listing Regulations.

The Statutory Auditors' Report on the Standalone

Financial Statements for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer. The notes forming part of the financial statements referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

• SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Parth P. Shah & Associates, Practicing Company

Secretaries (Certificate of Practice No. 18640), as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the financialyear

2025-26.

The Secretarial Audit Report issued by M/s. Parth

P. Shah & Associates for the financial year ended

March 31, 2026, is annexed to this Report as

Annexure-C.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to the provisions of Section 204 and other applicable provisions of the Act, Regulation 24A of the SEBI Listing Regulations, as amended from time to time, and other applicable laws, the Audit Committee, at its meeting held on September 3, 2026, recommended the appointment of M/s. Parth P. Shah & Associates,

Practicing Company Secretaries (Certificate of

Practice No. 18640) as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from April 1, 2026 and ending on March 31, 2031.

Based on the recommendation of the Audit Committee, the Board of Directors, at their respective meetings held on September 3, 2026, recommended the appointment of M/s. Parth P. Shah & Associates, Practicing Company

Secretaries (Certificate of Practice No. 18640) as the Secretarial Auditors of the Company for the aforesaid term, subject to the approval of the Members at the ensuing Annual General Meeting.

The proposed appointment is in accordance with the applicable provisions of the Act and the SEBI Listing Regulations.

• INTERNAL AUDITOR

M/s. Wadhawan Pandya & Co., Chartered Accountants (Firm Registration No. 129455W), Ahmedabad, were appointed as the Internal

Auditors of the Company for the financial year

2025-26, based on the recommendation of the Audit Committee. The scope of the internal audit is approved by the Audit Committee. The Internal Auditors conduct periodic audits of the Company's operations and internal control systems and submit their reports to the Audit Committee, which reviews their findings and monitors the implementation of corrective actions, wherever required.

COST RECORDS:

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014,

(including any statutory modifications and re-enactments thereof) the cost audit records maintained by the company in respect of its manufactured by the Company is required to be audited.

As per the requirement of Section 148(3) of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. Anuj Aggarwal & Co., Cost Accountant, Ahmedabad (Firm Registration No. 102409) to audit the cost accounts of the company for the financial year 2025-26. As required under the Act, necessary resolution seeking members' ratification for the remuneration payable to Anuj Aggarwal & Co., is forming part of the notice convening Annual General

Meeting of the company for the financial year 2026-27. The Cost Audit Report for the financial year 2025-26 will be submitted to the Central Government in the prescribed format.

REPORTING OF FRAUD:

During the financial year under review, the Statutory

Auditors of the Company have not reported any instance of fraud under Section 143(12) of the Act. Further, the Secretarial Auditor has not reported any material fraud or adverse observation in the course of the secretarial audit.

INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY:

The Company has established adequate internal financial controls commensurate with the nature, size and complexity of its business operations. The internal financial control framework is designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information, in accordance with the requirements of Section 134(5)(e) of the Act.

The Company has documented policies and procedures to support the effective implementation of its internal financial control framework. The adequacy and effectiveness of these controls are periodically reviewed through internal audit and management reviews. The Audit Committee regularly reviews the reports of the Internal Auditors and Statutory Auditors and monitors the effectiveness of the internal control systems.

Based on the evaluation carried out during the financial year under review, the Board is of the opinion that the Company has an adequate and effective internal was observed.

DEPOSITS:

During the financial year under review, the Company has not accepted any deposits from the public or its members within the meaning of Sections 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time. Accordingly, no amount of principal or interest on deposits was outstanding or remained unpaid as on March 31, 2026. The details of unsecured loans, if any, received from Directors or their relatives, which are exempt from the definition of ‘deposit' under the Companies (Acceptance of Deposits) Rules, 2014, have been appropriately disclosed in the notes forming part of the financial statements.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has adopted a Policy on Related Party Transactions (‘RPT Policy'). During the year, the RPT Policy was reviewed and amended pursuant to the SEBI Listing Regulations, by the Board upon recommendation of the Audit Committee. The updated Policy is available on the Company's website at www.bahetiindustries.com.

All transactions entered into by the Company with the related parties were at arm's length and in the ordinary course of business. These transactions were pre-approved by the Audit Committee including all Independent Directors on the Audit Committee. The details of actual transactions were reviewed by the Audit Committee on a quarterly / annual basis. Details of related party transactions entered into by the Company for FY 2025-26, in terms of AS 18 have been disclosed in the Notes to the Financial Statements forming part of this Report. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025-26 and hence, the same does not form part of this Report.

During the year, the materially significant Related Party

Transactions pursuant to the provisions of SEBI Listing Regulations were duly approved by the shareholders of your Company at the AGM held on September 29, 2025. Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. None of the Independent Directors have any pecuniary relationship with your Company.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR'):

The provisions of Section 135 of the Act relating to Corporate Social Responsibility ("CSR") are applicable to the Company. Accordingly, the Company has constituted a Corporate Social Responsibility Committee and adopted a CSR Policy in accordance with the applicable provisions of the Act. The CSR Policy is available on the website of the Company i.e. www.bahetiindustries.com.

During the financial year under review, the Company has complied with the CSR obligations prescribed under the Act and has spent an amount exceeding the minimum requirement of 2% of the average net profits of the three immediately preceding financial years towards eligible CSR activities.

The Annual Report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure-D

COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Nomination and Remuneration Policy were developed by the Board of Directors of your Company in order to ensure compliance with Section 178 of the Act, as well as any other applicable laws. The Company's policy on Directors' appointment and remuneration and other matters as provided in Section 178(3) of the Act is available on the website of the Company at and has been displayed on website www.bahetiindustries.com. The policy lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management. The policy also provides the criteria for determining qualifications, positive attributes and

Independence of Director and criteria for appointment and removal of Directors Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act, the SEBI Listing Regulations, and the Company's Nomination and Remuneration Policy, the Board has undertaken an annual evaluation of its own performance, the performance of its committees, individual Directors, including the Independent Directors, and the Chairperson of the Board. The performance evaluation was carried out based on the evaluation criteria and framework recommended by the Nomination and Remuneration Committee and approved by the Board, covering various aspects relating to the functioning, composition, effectiveness, governance practices and contribution of the Board, its committees and individual Directors.

LISTING FEES:

The Company's equity shares are listed under the SME Segment of the National Stock Exchange of India Limited ("NSE") popularly known as NSE EMERGE Platform since December 08, 2022. The Company confirms that it has paid the annual listing fees for the

Financial Year 2025-26 to the NSE.

PROHIBITION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). This Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the Company's obligation to maintain a structured digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes Code for practices and procedures for fair disclosure of UPSI which has been made available on the Company's website i.e. www. bahetiindustries.com.

RISK MANAGEMENT:

The process of identifying, evaluating, and prioritizing risks is known as risk management. This is preceded by coherent initiatives aimed at minimizing, oversee, and ameliorate (or control) the probability and/or impact of unfortunate events or to maximize opportunities for achievement. The Company has established a thorough risk assessment and minimization process, which is periodically reviewed by the Board. These processes are examined to make sure executive management effectively manages risk using a strictly delineated framework. The company has identifiedthe major risks, and processes and measures for mitigating those risks have been developed in areas like business, project execution, events, financial, human, environmental, and statutory compliance.

AND REDRESSAL) ACT, 2013:

Your Company is committed to providing a safe, secure and respectful work environment for all its employees and has zero tolerance towards any form of sexual harassment at the workplace.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, read with the Rules made thereunder, the Company has adopted a Policy on Prevention of Sexual Harassment (POSH) and has constituted an Internal Committee (IC) to redress complaints relating to sexual harassment at the workplace. The Internal Committee comprises the prescribed members, including an external member, in accordance with the provisions of the Act.

The Company regularly sensitizes its employees regarding the provisions of the POSH Policy through awareness programmes and induction sessions for new employees, thereby promoting a workplace free from discrimination and harassment.

During the financial year 2025-26, no complaint relating to sexual harassment was received by the Internal Committee.

The details of complaints received and disposed of during the financial year 2025-26 are as under:

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In compliance with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, your company has adopted a Vigil Mechanism/Whistle Blower Policy to provide Directors and employees with a mechanism to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Company's Code of Conduct or any other misconduct. The Vigil Mechanism provides adequate safeguards against victimisation of Directors and employees who avail themselves of the mechanism and ensures that genuine concerns are addressed in a fair, transparent

The Company affirms that and confidential no person has been denied access to the Chairperson of the Audit Committee. The Whistle Blower Policy is available on the Company's website at www. bahetiindustries.com. During the year under review, no complaint was received and/ or pending under the Vigil Mechanism/ Whistle Blower Policy of the Company.

1961:

Your Company is committed to fostering a safe, inclusive and employee-friendly workplace that promotes the well-being of its workforce. During the financial year under review, the Company complied with the applicable provisions of the Maternity Benefit Act,

1961, as amended from time to time, and ensured that all eligible employees received the benefits prescribed under the Act.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

Your Company's Health and Safety Policy commit to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

WEBSITE:

In compliance with Regulation 46 of SEBI Listing Regulations, your company maintains a fully functional website with the domain name www.bahetiindustries. com. The website serves as a comprehensive source of basic information about our company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached as Annexure – A to this Report.

GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review: a. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a) (ii) of the Act; b. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees; c. Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Act; d. No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act. e. To the best of our knowledge and belief, there are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which can have a material impact on the business of the Company. f. There were no instances where your Company required the valuation for one time settlement in connection with availment of loan from the Banks or Financial institutions. g. There were no revisions made in the financial statements and Directors' Report of your Company. h. Your Company has complied with the applicable Secretarial Standards relating to ‘Meetings of the Board of Directors' and ‘General Meetings' during the year. i. There were no material changes and commitments affecting the financial position of your Company between the end of FY 2025-26 and the date of this report, which could have an impact on your Company's operation in the future or its status as a "Going Concern". j. During the year under review, there are no significant and material orders passed by the regulators/courts or tribunals that could impact the going concern status and operations of the Company in future.

GREEN INITIATIVES:

The Notice of the AGM and the Annual Report 2025–26 is being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the SEBI Listing Regulations. Members may take note that the Notice and Annual Report for 2025–26 will also be accessible at the website of the Company i.e. www. bahetiindustries.com.

CAUTIONARY STATEMENT:

The annual report including those which relate to the directors' report, management discussion and analysis report may contain certain statements on the Company's intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

APPRECIATION AND ACKNOWLEDGEMENT:

The Directors thank the Company's employees, customers, vendors, investors and business partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the Baheti family.