డైరెక్టర్ల నివేదిక Bhavik Enterprises Ltd.

Your directors have pleasure in presenting the Nineteenth Annual Report and Audited Statement of accounts of your Company for the financial year 2025-26.

1. FINANCIAL RESULTS

_(Rs. In Lakhs)

2. PERFORMANCE OF THE COMPANY

The financial year 2025-26 has been a landmark year in the history of Bhavik Enterprises Limited. The Company successfully completed its Initial Public Offering (IPO) and its Equity Shares were listed on the BSE SME Platform w.e.f. 6^th October, 2025. The listing has enhanced the Company’s visibility, strengthened its corporate governance framework, broadened its shareholder base, and provided access to capital markets for supporting future growth initiatives.

During the year under review, the Company recorded a robust financial performance. Revenue from Operations increased to ^628.44 Crores as against ^527.27 Crores in the previous year, registering a growth of 19.18%. Profit After Tax stood at ^13.56 Crores as compared to ^5.67 Crores in the previous year, representing an impressive growth of 139.20%. The substantial improvement in profitability demonstrates the Company’s operational efficiency, effective working capital management, improved product mix, and the strength of its business model.

Bhavik Enterprises Limited is engaged interalia in the trading and distribution of polymers, primarily Polyethylene (PE) and Polypropylene (PP), catering to diverse end-user industries including packaging, agriculture, infrastructure, automotive, consumer products, and industrial applications. The Company is the Authorized Distributor of a Leading MNC in the Petrochemical Industry, viz, Borouge Pte Ltd since 2001 for ISC Region and is amongst the leading distributor of Borouge Pte Ltd consistently for the last 20 years. The Company has established a strong distribution network supported by strategically located warehouses and depots across western India, enabling efficient supply chain management and timely delivery to customers. The Company also benefits from its long-standing relationships with global suppliers and domestic customers, which continue to strengthen its market position.

The demand outlook for the polymer industry in India remains positive, driven by increasing consumption in packaging, infrastructure development, agriculture, healthcare, automotive components, and consumer goods sectors. Government initiatives focused on manufacturing growth, infrastructure expansion, and industrial development are expected to create additional demand for polymer-based products. The Company is well-positioned to capitalize on these opportunities through expansion of its customer base, strengthening of supplier relationships, geographical diversification, and efficient inventory management.

The proceeds from the IPO have further strengthened the Company’s financial position and working capital base, enabling it to support higher business volumes, improve operational efficiencies, and pursue growth opportunities in existing and new markets. The Company’s debt-light capital structure provides additional financial flexibility to undertake expansion initiatives while maintaining prudent risk management practices.

Impact of Global Geopolitical Developments

The Board continuously monitors global geopolitical developments, including ongoing conflicts and tensions in certain regions of the world, particularly the Russia-Ukraine conflict and the recent geopolitical tensions in the Middle East. These developments have resulted in volatility in crude oil prices, shipping costs, freight rates, foreign exchange fluctuations, and global supply chains.

Since polymers are largely derived from petrochemical feedstocks, fluctuations in crude oil prices have influenced polymer prices and margins across the industry. Additionally, disruptions in international shipping routes and logistics networks affected import lead times and procurement costs. However, the Company has demonstrated resilience through its diversified sourcing arrangements, strong supplier relationships, prudent inventory planning, and efficient supply chain management practices.

Despite such uncertainties, the management remains confident that the Company''s established business model, strong customer relationships, robust operational framework, and healthy financial position will enable it to effectively manage potential challenges arising from global geopolitical events.

Looking Ahead

The management remains optimistic about the long-term growth prospects of the Company. With a strengthened balance sheet following the successful public issue, enhanced market credibility as a listed entity, growing demand for polymer products across industries, and a committed management team, the Company is well-positioned to achieve sustainable growth and create long-term value for all stakeholders.

The Board places on record its sincere appreciation for the continued trust and support received from shareholders, customers, suppliers, bankers, business associates, regulators, and employees. The Company remains committed to pursuing growth opportunities while maintaining the highest standards of corporate governance, transparency, and business excellence.

3. CHANGE IN NATURE OF BUSINESS AND CAPITAL STRUCTURE:> CHANGE IN NATURE OF BUSINESS

There was no change in the nature of Business of the Company during the FY 2025-26.

> CHANGE IN CAPITAL STRUCTURE

During the year under review, there has been no change in the Authorized Share Capital of the Company.

Further to be added that, during the financial year 2025-26, the Company successfully completed its Initial Public Offering (IPO) and allotted 55,00,000 Equity Shares of face value ^10/ - each at an issue price of ^140/-per Equity Share (including a securities premium of ^130/- per Equity Share), aggregating to ^77.00 Crores. The allotment of Equity Shares was approved by the Board of Directors at its meeting held on 1^st October, 2025. Subsequently, the Equity Shares of the Company were listed on the BSE SME Platform and commenced trading with effect from 6^th October, 2025.

4. TRANSFER TO RESERVES

During the year under review, the Company does not propose to transfer any amount to the General Reserve for the FY 2025-26.

5. DIVIDEND

Your directors do not recommend declaration of dividend this year.

6. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, Company was not required to transfer any amount in Investor Education and Protection Fund account.

7. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company did not have any subsidiaries, joint ventures or associate company during the year under review. Therefore, there is no information available to be provided under Rule 8(5) of the Companies (Accounts), Rules, 2014.

8. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186

There is no particular required to be disclosed regarding Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

9. PARTICULARS OF RELATED PARTIES TRANSACTIONS UNDER SECTION 188

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Details of the transactions are provided in Form AOC-2 which is attached as "Annexure-A” to this Report.

10. BOARD MEETINGS HELD DURING THE YEAR

During the year under review, the Board of Directors of Company met 10 (Ten) times. The details of the Board Meetings and the attendance of the directors are provided in below table. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

13. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OF SECTION 149

Independent Directors have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website https://bhavikenterprises.com

14. PERFORMANCE EVALUATION OF BOARD AND DIRECTORS

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, a structured questionnaire was prepared after taking into consideration various aspects of the Board''s functioning, composition of the Board and its Committees, Culture, execution and performance of the specific duties, obligations and governance.

The Performance of the Committees and Independent Directors were evaluated by the entire board of Directors except for the Director being evaluated. The Performance evaluation of the Chairman, Non-Independent Directors and Board as a Whole was carried out by the Independent Directors. The board of Directors expressed their Satisfaction with the outcome of evaluation and the process followed thereof.

15. AUDITORS:STATUTORY AUDITORS:

The company’s Auditors M/s. M Parashar & Co., Chartered Accountants (Firm Registration No. 110954C) as statutory auditors, holds office of Auditors until the conclusion of 22^nd Annual General Meeting.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditors'' Report does not contain any qualification, reservation or adverse remark. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the provisions relating to conduct of cost audit is not applicable to the Company, as it is engaged solely in trading activities.

INTERNAL AUDITOR:

In accordance with provision of section 138 of the companies act, 2013 and rules made there under, your company has appointed Mr. K P Ravichandra and Smt. Shilpa Pawar as the Internal Auditors of the company for the FY 2025-26 in the Board Meeting held on 06.05.2025.

However, pursuant to the recommendations of the Audit Committee of the board of the Company, the Board of Directors of the Company further in its meeting held on 01.08.2025, appointed M/s Mittal & Associates, Chartered Accountants as the Internal Auditor of the Company and takes their suggestions and recommendation to improve and strengthen the internal control system.

The Internal Audit Report so provided by the Internal Auditor is placed before the Audit Committee and the Committee reviewed the same.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of The Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s JPS & Associates, Practising Company Secretaries Firm, Jaipur to conduct Secretarial Audit of the company for the FY 2025-26. The Secretarial Audit Report for the Financial Year ended on March 31^st, 2026 is annexed herewith as Annexure-B.

Further, pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and SEBI Circular No. No. SEBI/LAD-NRO/GN/2024/218 dated 12.12.2024, the Board has recommended appointment of M/s JPS & Associates, Practicing Company Secretaries Firm, Jaipur as Secretarial Auditors of the Company for five consecutive financial years commencing from FY 2026-27 to FY 2030-31, subject to the approval of Shareholders in the ensuing Annual General Meeting.

16. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors, Secretarial Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

17. COMPLIANCE WITH SECRETARIAL STANDARD :

During the year under Report, the Company has complied with the applicable provisions of Secretarial Standards as issued and notified by The Institute of Company Secretaries of India and approved by the Central Government.

18. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Copy of such adopted policy is available on company website https://bhavikenterprises.com.

19. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment for all its employees that is free from discrimination and harassment including sexual harassment.

The Company has constituted an Internal Complaint Committee under the act in compliance with The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 to address and prevent instances of harassment in the workplace.

The composition of the Internal Committee is as follows:

1. Mrs. Purnima Mukesh Thakkar (Presiding Officer)

2. Ms. Jeny Vinod Kumar (Internal Member)

3. Mr. Bhavik Mukesh Thakkar (Internal Member)

4. Mrs. Dhwani Mihir Tanna (External Member)

The Company has submitted its Annual POSH Report to the District Office, Mumbai on 28^th January, 2026, in compliance with statutory requirements.

Further, during the period under review, the Company had not received any complaints on sexual harassment under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the status is as follows:

21. WEBLINK FOR ANNUAL RETURN

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return for Financial Year 2025-26 will be made available on the web-link of the Company at www.bhavikenterprises.com in the due course of time after Annual General Meeting.

22. PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:

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

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

3. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

4. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. Details of Meeting are as follows:-

23. DEPOSITS

During the year under review, your Company did not accept or renewed any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there remains no unpaid or unclaimed deposit with the Company at the end of financial year.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUCY

The company has internal control systems which are adequate in the opinion of board of directors. The company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly.

The internal control system is supplemented by an extensive program of internal and external audits and periodic review by the management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is engaged interalia in the trading and distribution of polymers, primarily Polyethylene (PE) and Polypropylene (PP), therefore, there are no details of conservation of energy and technology absorption. However, your company imports the goods due to which there is outgo of Foreign Exchange.

A statement depicting details of conservation of energy, technology absorption, foreign exchange earnings and outgo in the manner as prescribed In Rule 8(3) of The Companies (Accounts) Rules, 2014 [Chapter IX] is annexed hereto and forms part of this Report as Annexure-C.

26. PARTICULARS OF EMPLOYEES

A Statement providing Information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed hereto and forms part of this Report as Annexure-D.

27. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis Report forming part of this report is annexed herewith and marked as Annexure- E.

28. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, the directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit or loss of the company for the year;

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

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) The directors have devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost records.

30. AUDIT COMMITTEE

The Company has formed an Audit Committee as designed under section 177 of the Companies Act, 2013, of which the following directors are members:

1. Mr. Manishkumar Anjanikumar Dhanuka (Chairman)

2. Mr. Jayesh Jaysinh Kapadia (Member)

3. Mr. Mukesh Natverlal Thakkar (Member)

Mr. Nikhil Dineshchandra Bhatt, the Company Secretary of the Company acting as the secretary to the audit committee.

The terms of reference of the Audit Committee are broadly as follows:

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

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

3. Approving payments to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Director''s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an offer (public offer, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor''s independence and performance, and effectiveness of audit process;

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

9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

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

11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

12. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

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

14. To review the functioning of the Whistle Blower mechanism;

15. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;

16. Approval or any subsequent modification of transactions of the Company with related parties;

17. Scrutiny of inter-corporate loans and investments;

18. Valuation of undertakings or assets of the Company, wherever it is necessary;

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

20. Review of management discussion and analysis report, management letters issued by the statutory auditors, etc.;

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

22. The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

31. NOMINATION AND REMUNERATION COMMITTEE

The Company has formed a remuneration committee as designed under section 178 of the Companies Act, 2013,

of which the following directors are members:

1. Mr. Jayesh Jaysinh Kapadia (Chairman)

2. Mr. Manishkumar Anjanikumar Dhanuka (Member)

3. Ms. Jeny Vinod Kumar Gowadia (Member)

The broad terms of reference of the Nomination and Remuneration Committee are as follows:

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

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

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

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

iii. consider the time commitments of the candidates.

iv. formulation of criteria for evaluation of Independent Directors and the Board;

v. devising a policy on Board diversity;

vi. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

vii. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

viii. recommend to the board, all remuneration, in whatever form, payable to senior management.

32. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed a stakeholder''s relationship committee as designed under section 178 of the Companies Act, 2013, of which the following directors are members:

1. Ms. Jeny Vinod Kumar Gowadia (Chairperson)

2. Mr. Jayesh Jaysinh Kapadia (Member)

3. Ms. Bhavik Mukesh Thakkar (Member)

The broad terms of reference of the stakeholder''s relationship committee are as follows:

a) resolving the grievances of the security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.

b) review of measures taken for effective exercise of voting rights by shareholders.

c) review of adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent.

d) review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

e) formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time.

f) approve, register, refuse to register transfer or transmission of shares and other securities.

g) sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company.

h) allotment and listing of shares

i) authorise affixation of common seal of the Company

j) Issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company

k) Approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder

l) dematerialize or rematerialize the issued shares

m) ensure proper and timely attendance and redressal of investor queries and grievances

n) carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing agreements (if applicable), as and when amended from time to time; and

o) further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s)

33. CSR POLICY AND AMOUNT SPENT THEREON

In compliance with the Companies Act, 2013, the company''s Net Profit before Tax in the financial year 2025-26 triggered the CSR limits provided under section 135 of the companies Act, 2013, prompting the company to duly constituted Corporate Social Responsibility Committee (CSR Committee) for conducting CSR activities, the composition of which is as follows:

1. Ms. Jeny Vinod Kumar Gowadia (Chairperson)

2. Mr. Mukesh Natverlal Thakkar (Member)

3. Mr. Bhavik Mukesh Thakkar (Member)

The broad terms of reference of the CSR Committee are as follows:

a) Formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and the rules there under;

b) Recommending the amount of expenditure to be incurred on CSR activities of the Company;

c) Overseeing the implementation of CSR activities and projects;

d) Evaluating performance of the Company in the area of CSR;

e) Monitoring implementation of CSR policy of the Company from time to time;

f) Carry out any other function as directed by the Board and/or mandated by any statutory authority through any notification, amendment or modification from time to time.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-F of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

34. REGISTRAR & SHARE TRANSFER AGENTS

The Company has appointed Bigshare Services Pvt. Ltd. as its Registrar & Share Transfer Agent, whose content details are as follows: -

BIGSHARE SERVICES PVT. LTD.

Office no S6-2, 6th Floor, Pinnacle Business Park,

Next to Ahura Centre, Mahakali Cave Road,

Andheri (East), Mumbai - 400093, Maharashtra, India.

Email-Id- [email protected] Mobile- 91- 8657041959

35. CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company; however, the Company adheres to good corporate practices at all times.

36. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company’s shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is in place

37. CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company. Policy of the company relating to this is available for the access at the website https://bhavikenterprises.com/policies/

38. DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

The Listed Entity is always required to be committed to being open and transparent with all stakeholders and in disseminating information in a fair and timely manner. Investors of the entity also expect timely and accurate information from the company as its supports and foster confidence in the quality and integrity of information released by the Company. So, under this policy, the management of the company determines the material events of the company and disclose them for their investors.

Under this policy company may decide all those events and information which is material and important and is compulsory to be disclosed for the investors about the company, policy related to this is available at the website https://bhavikenterprises.com/policies/

39. CFO CERTIFICATION

As part of our commitment to financial integrity and transparency, the Chief Financial Officer (CFO) certifies that the financial statements presented in this report fairly represent the financial position, results of operations, and cash flows of the company in accordance with applicable accounting standards and regulatory requirements. Further, the CFO affirms that the company maintains adequate internal control systems to safeguard assets, ensure the accuracy of financial reporting, and comply with applicable laws and regulations. The CFO confirms that the company has complied with all relevant legal and regulatory requirements governing financial reporting, including disclosure obligations and transparency standards. The CFO certifies that the information provided in this report, including financial data and disclosures, is accurate and complete to the best of their knowledge and belief.

The certification provided by the Chief Financial Officer underscores our commitment to upholding the highest standards of financial governance and transparency. Stakeholders can rely on the integrity and accuracy of the financial information presented in this report.

Additionally, CFO certification adds credibility to the financial information presented in the board report and reassures stakeholders about the accuracy and reliability of the company''s financial reporting. The CFO certification is attached as Annexure G for stakeholders'' reference.

40. PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act. The Company accordingly has policy in this regard.

41. COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company has not received any Maternity Benefit applications from its female employees during the FY 202526; therefore, no maternity leave has been recorded.

42. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that all the Independent Directors of the Company possess the requisite integrity, expertise, experience and proficiency as required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have demonstrated the highest standards of personal integrity and ethical conduct and possess the requisite proficiency, expertise, and experience in terms of Section 150(1) of the Companies Act, 2013.

The existing Independent Directors bring with them rich experience, knowledge and professional expertise in their respective fields, which significantly contributes to the effective functioning of the Board and its Committees. The Board believes that their continued guidance, independent judgment and diverse perspectives strengthen the Company''s governance framework and support informed decision-making.

The Board believes that their continued association will provide valuable guidance and independent judgment in the Board’s deliberations and will further strengthen the Company''s governance framework, strategic oversight, and long-term value creation.

43. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has in place a Nomination and Remuneration Policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment/re-appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is proposed in accordance with the provisions of the Act which comprises of basic salary, perquisites, allowances and commission for approval of the members. Further, based on the recommendation of the Board the remuneration of Non-Executive Directors comprising of sitting fees and commission in accordance with the provisions of Act is proposed for the approval of the members.

The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3) of the Act is available on Company''s website and accessible through weblink https://bhavikenterprises.com/policies/

44. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes or commitments affecting the financial position of the Company have occurred between the end of the Financial Year 2025-26 to which the financial statements relate and the date of this Report. Further, no event has occurred during the said period which would have a significant impact on the operations or financial position of the Company.

45. ARCHIVAL POLICY

This policy deals with the retention and archival of the corporate record, these records are prepared by the employees of the company under this policy any material information relating to the company shall be hosted on the website of the company for the investors and public and remain there for period of five year. Policy related to this is available at the website https://bhavikentRrprisRs.com/policiRs/

46. Details of Application/ Proceeding under the Insolvency and Bankruptcy Code, 2016

During the Year FY 2025-26, the company has neither made any application nor initiated any proceedings under the Insolvency and Bankruptcy Code, 2016.

47. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

Not Applicable, as there are no details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

48. ACKNOWLEDGEMENT

Your Company and its Directors take this opportunity to record their appreciation of the assistance and support extended by all the Government Departments, Banks, Financial Institutions, Consultants and Shareholders of the company. The Directors also express their sincere appreciation for the dedicated efforts put in by all the employees & workers and for their continued contribution for the improved performance of your company during the year.