BVG India Limited Unlisted Shares Annual Reports

BVG India Limited Unlisted Shares

The document is the 23rd Annual Report of BVG India Limited, focusing on its financial performance and position for the year ended March 31, 2024, along with audited financials. **1. Financial Summary:** * Presents standalone and consolidated financial data, in millions of Rupees, for the fiscal years ended March 31, 2024 and 2023. * Key figures include total income, total expenditure before interest, depreciation, and tax, earnings before interest, depreciation, and tax, interest, profit before depreciation and tax, depreciation, profit before tax, tax expense, profit after tax from continuing operations and discontinued operations, and total profit for the year. * For the year ended March 31, 2024, standalone total income was Rs 28,382.37 millions, compared to 23,134.38 millions in the previous year. For the same period consolidated total income was 28,448.46 millions compared to 23,186.83 millions in the previous year. **2. Outlook:** * BVG India primarily provides integrated services, waste management services, and emergency response services. It also executes facilities management projects. * Employs over 75,000 individuals and services diverse sectors, including industrial, consumer, transport, healthcare, and government. * Outlook for facility management services in India is optimistic, with a projected CAGR of 14.6% from FY2023 to FY2028. * Key end-user segments driving demand include industrial, public administration, railways/metros, commercial offices, retail, airports, healthcare, and educational institutions. * The market is fragmented, but a shift towards consolidation is occurring. * Increased customer awareness of risks associated with unorganized service providers is a factor. * Key criteria for selection in the government sector include experience, ability to handle large contracts, and service quality. * The company is developing a disciplined approach to bidding and contract management. **3. Significant Developments:** * BVG acquired the remaining 49% shareholding in BVG Security Services Private Limited (BVGSSPL), making it a wholly-owned subsidiary for Rs 5.36 Million. * BVG incorporated a special purpose vehicle, BVG Property Management KBT Private Limited, for a 15-year contract with the Chennai Metropolitan Development Authority (CMDA) for operating and maintaining a new bus terminal. **4. Dividend:** * The Board recommended a dividend of Rs. 0.60 per equity share of Rs. 2/- each (i.e. @ 30% of paid up Equity Share Capital) aggregating to Rs. 7,71,31,164/- to Equity Members and 0.0001/- per Compulsorily **5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)** * The company isn’t obligated to transfer any unpaid or unclaimed dividend amounts or shares for which the dividend has not been claimed or paid for a continuous period of seven years or more to the IEPF. **6. Transfer to Reserves** * The company doesn’t propose to transfer any amount to the general reserve for the year ended March 31, 2024. **7. Changes in Share Capital, if any** * During the year under review, 1 Equity Share of face value ₹10/- (Rupees Ten) each sub-divided into 5 (Five) Equity Shares of face value ₹ 2/- (Rupees Two) each. * Accordingly, the revised Authorized Share Capital of the Company stands at ₹ 470.00 Million divided into 16,08,24,305 Equity Shares of ₹ 2 each and 1,48,35,139 Compulsory **8. Debentures** * Your Company had issued 682,977 Unsecured Optionally Convertible interest free debentures of Rs. 10/- each in the FY 2010-11. The Company has neither allotted nor **9. Subsidiaries, Associate Companies, Joint Ventures and Consolidation of Financials** * As on March 31, 2024, the Company has six subsidiary companies and two joint venture companies. There has been no material changes in the nature of the business of the **10. Particulars of Loans, Guarantees and Investments** * Pursuant to the provisions of Section 186 of the Companies Act, 2013 (“the Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014, disclosures relating * to Loans, Guarantees and Investments as of March 31, 2024, are provided in Note 6 to the Standalone Financial Statements. **11. Particulars of Contracts or Arrangements with Related Parties** * All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis * for the transactions which are of unforeseen and repetitive nature. **12. Deposits** * During the year under review, your Company has not accepted or renewed any deposits within the meaning of Section 73 of the Act read with the Companies **13. Material Changes and Commitment if Any Affecting the Financial Position of The Company Occurred Between the End of the Financial Year to Which This Financial Statement Relate and the Date of the Report** * There are no known material changes and commitments affecting the Financial position * of the Company between 31 March 2024 and the date of Board's Report. **14. Details of Significant and Material Orders Passed by The Regulators or Courts or Tribunals Impacting The Going Concern Status and the Company's Operations in Future** * There are no significant and material orders passed by the regulators or courts or * tribunal impacting the going concern status and the Company's operations in future. **15. Extract of Annual Return** * Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on * March 31, 2024 is available on the Company's website at * https://www.bvgindia.com/annual-reports.php. **16. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo** * Conservation of energy: * Technology absorption: * Foreign Exchange Earnings and Outgo: **17. Statutory Auditors** * M/s. MSKA & Associates, Chartered Accountants, Pune, (Firm Registration No. * 105047W) are the Statutory Auditors of the Company for the FY 2023-24. However the * 1st five year tenure of M/s. MSKA & Associates, Chartered Accountants gets over with * the conclusion of this Annual General Meeting. * The Board of Directors as recommended by the Audit Committee of Directors, have * subject to the approval of the shareholders of the Company, re-appointed M/s. MSKA * & Associates, Chartered Accountants, Pune, (Firm Registration No. 105047W) as * Statutory Auditors of the Company for a period of 4 years, from the conclusion of the * Twenty Third Annual General Meeting to the conclusion of the Twenty Seventh Annual **18. Explanations or Comments by The Board on Every Qualification, Reservation Etc. Made by Auditors** * The annexure to the auditor's report refers to delays in payment of undisputed statutory * dues including provident fund, employees state insurance and goods and service tax. **19. Internal Auditor** * The Board, on the recommendation of the Audit Committee, at its meeting held on May * 31, 2024 had approved the appointment of M/s. Mahajan & Aibara as the Internal * Auditors of the Company for FY'2024 to conduct the audit on the basis of a detailed * internal audit plan which is finalised in consultation with the Audit Committee. Internal * Auditors submit its findings and report to the Audit Committee of the Company. **20. Secretarial Auditors** * Pursuant to Section 204 of the Act read with the Companies (Appointment and * Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/s. * Kailas Ashish & Co., Company Secretaries (erstwhile known as M/s. Kailas Elkunchwar * and Co., Company Secretaries), who have provided their consent and confirmed their * eligibility to act as the Secretarial Auditors of the Company, to conduct the Secretarial * Audit of the Company for the year 2023-2024. **21. Cost Audit** * Maintenance of cost records as specified by the Central Government under sub-section * (1) of section 148 of the Act, is not required by the Company and accordingly, such * accounts and records are not maintained. **22. Reporting of Offences Involving Fraud** * The auditors have not reported any offences involving fraud committed against the * Company by any of the officers or employees of the Company, to the Central * Government or the Board or any other authority, as provided in Section 143 (12) of the * Companies Act, 2013 read with corresponding rules, circulars, notifications, orders and * amendments thereof. **23. Directors** * A. Board Composition * B. Retirement by Rotation * C. Appointment and Resignation **24. Declaration of Independent Directors** * Pursuant to the provisions of Section 149(6) of the Act, the Independent Directors have * submitted declarations that each of them meet the criteria of independence as provided * in Section 149(6) of the Act along with Rules framed thereunder. There has been no * change in the circumstances affecting their status as Independent Directors of the * Company. During the year under review, the Independent Directors of the Company * had no pecuniary relationship or transactions with the Company, other than sitting fees * and reimbursement of expenses, if any. **25. Meetings of The Board** * The Board met four (4) times during the Financial Year viz. on June 23, 2023, August 19, * 2023, December 16, 2023 and March 30, 2024. The intervening gap between the meetings * was within the period prescribed under the Companies Act, 2013. **26. Directors Responsibility Statement** * Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of their * knowledge and information and explanations received from the Company, confirm * that: **27. Key Managerial Personnel** * During the year, Mr. Niklank Jain was appointed as VP Legal and Company Secretary * of the Company with effect from 1st September 2023 in place of Ms. Rajni R. Pamnani * who superannuated from the services of the Company. **28. Formal 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. The performance of the Board was evaluated by the Board after * seeking inputs from all the Directors on the basis of criteria such as the Board * composition and structure, effectiveness of Board processes, information and * functioning etc. **29. Separate Meeting of Independent Directors** * The Independent Directors of the Company had met during the year on 31st March 2024 * to review the performance of Non- Independent Directors and the Board as a whole, * reviewed the performance of the Chairperson of the Company and also assessed the * quality, quantity and timeliness of flow of information between the company * management and the Board without the presence of the Non-Independent Directors and * members of the Management. **30. Committees of The Board** * As on March 31, 2024, the Board constituted the Audit Committee, Nomination and * Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' * Relationship Committee, and a Risk Management Committee. In addition, the Board **31. Implementation of Risk Management Policy of The Company** * The Board has an effective audit committee, internal auditors and other control * mechanisms to ensure a proper control environment in the Company. The board * continuously reviews the control framework policies and procedures as well as * technology to ensure that controls work as they are designed to. Whenever there are any * incidents that still occur in spite of all the controls and whenever an incident gets * reported or is detected, the board has taken note of the matter and ensured speedy and * proper investigation and follow up action to ensure that controls work effectively and * so that the risks involved get managed. **32. Vigil Mechanism/Whistle Blower Policy** * Your Company has established a mechanism for reporting concerns through the Whistle * Blower Policy of the Company in compliance with the provisions of Section 177 of the **33. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013** * The Company is committed to and implementing the sexual harassment prevention * policy in letter and spirit. The Company is committed to the cause of diversity and * inclusion and to provide a safe and non-discriminatory workplace to all its employees. **34. Internal Financial Controls** * The Company ensures orderly and efficient conduct of its business, including adherence * to Company's policies, the safeguarding of its assets, the prevention and detection of * frauds and errors, the accuracy and completeness of the accounting records and the **35. Particulars Relating to Employees** * In accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of * Managerial Personnel) Rules, 2014, a statement showing name and other details of every **36. Details of Application Made or Any Proceeding Pending Under The Insolvency and Bankruptcy Code, 2016, During The Year Along With Their Status As At The End of The Financial Year** * One of the Operational Creditors of the Company has filed an application under Section * 9 of the Insolvency and Bankruptcy Code, 2016 read with Rule 6 of the Insolvency and **37. Acknowledgement** * Your directors express their gratitude to the Central Government, various State * Governments as well as the Company's Bankers and advisors for their valuable advice, * guidance, assistance, co-operation, and encouragement provided to the BVG Group on * various occasions. The Directors also take this opportunity to thank the Company's The report also included Annexures providing detailed financial statements of subsidiaries, associate companies, joint ventures, information on CSR activities, related party transactions, and auditor's reports, as well as information on key personnel and their remuneration.

BVG India Limited Unlisted Shares

The Directors' Report of BVG India Limited for the financial year ended March 31, 2023, presents the company's financial summary, state of affairs, future outlook, capital structure, and other key information. The Indian facility management market is projected to reach USD 97.29 billion by 2028, driven by urbanisation, construction, sustainability, and outsourcing. **Financial Performance:** * **Total Income:** Increased by 13.62% (Standalone) and 13.35% (Consolidated) compared to the previous year. Standalone income was Rs. 23,134.38 Million, and consolidated income was Rs. 23,186.83 Million. * **EBITDA:** Earnings Before Interest, Tax and Depreciation (EBITDA) from continuing operations increased by 1.51% (Standalone) and 2.10% (Consolidated). * **Profit Before Tax:** Increased marginally by approximately 0.22% for continuing consolidated operations and decreased on a standalone basis from Rs 1,901.33 Million to Rs 1,888.06 Million. * **Profit After Tax:** Increased by 5.71% (Standalone) and 6.73% (Consolidated) for continuing operations. Total profit increased by 4.69% (Standalone) and 5.96% (Consolidated). **Business Overview & Future Outlook:** * BVG is focusing on customer service, employee engagement, and cash flow. The company has four business platforms: Asset Management and Maintenance, Care and Custody, Environmental Services and Specialised Services. * New contract wins generated INR 1624 Million in revenue, with 79% from private clients. Client retention rate is 90%. * Champion sectors include Manufacturing, Healthcare, Education, Aviation, and Environmental Services. * The company intends to capitalise on the growth of the Indian economy and is investing in capacities, technology, and skilled manpower. * Focus for FY 23-24 will be on Environmental Services, Solar EPC, EV depot, and charging infrastructure management. * Emphasis is on strengthening the Contract Management System and margin improvements. * Committed to deliver in a self-sustained eco system by fostering "Humanity Ahead", equity, diversity and inclusion. **Capital Structure & Corporate Matters:** * The company has not allotted any Equity or Preference Shares during the year. * The company issued 682,977 Unsecured Optionally Convertible interest free debentures of Rs. 10/- each in the FY 2010-11 and the Company has neither allotted nor redeemed any debentures during the Financial Year 2022-23. * The list of Subsidiaries, Associate Companies and Joint Ventures of the Company as on the end of the financial year are under in the Annexure. **Regulatory & Compliance:** * The Draft Red Herring Prospectus (“DRHP") with SEBI has been returned for resubmission with updated financials. * The Ministry of Corporate Affairs (MCA) has ordered an investigation into the affairs of the Company, and the matter is pending. * No significant and material orders passed by regulators or courts impacting the company's operations. * The company has complied with applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India. **Board & Committees:** * Board composition includes seven directors, with Mr. Hanmantrao R. Gaikwad as the Chairman and Managing Director. * Mr. Jayant Gopal Pendse’s term as an Independent Director ended on March 23, 2023. Mrs. Swapnali D. Gaikwad retires by rotation. * The board has several committees, including the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee, and Finance Committee. * Several policies have been formulated by the board, including Nomination and Remuneration Policy, Corporate Social Responsibility Policy, Risk Management Policy, Vigil Mechanism/Whistle Blower Policy, Policy on Anti-Sexual Harassment of Woman at Workplace and Anti-Bribery Policy. **Financial Reporting & Audit:** * The Board has made a statement of responsibility. * MSKA & Associates were appointed as the Statutory Auditors of the Company for five consecutive financial years till the conclusion of 23rd Annual General Meeting. * The Board has appointed M/s. Kailas Ashish & Co as Secretarial Auditors. The report of the Secretarial Audit is annexed to this report. * Ernst & Young LLP were appointed as Internal Auditors. * The financial statements and accompanying notes include detailed information on assets, liabilities, equity, revenue, expenses, and cash flows, with comparative figures for the previous year. They also disclose information about various financial instruments, related party transactions, and contingent liabilities. * The Board of Directors recommended a dividend of Rs. 2.50 per Equity Share. **Noteworthy Financial Details** The Annexure outlines comprehensive statements of financial data pertaining to Subsidiaries, Associates, and Joint Ventures, detailing their capital, reserves, liabilities, assets, and shareholding percentages.

BVG India Limited Unlisted Shares

Total the current annual report for the year ending March 31st, 2022, shows the director's analysis of the company's financial status. **Financial Summary:** The report provides a financial summary comparing standalone and consolidated results as of March 31, 2022, against March 31, 2021. Key metrics include Total Income, Total Expenditure Before Interest, Depreciation, Tax, Earnings Before Interest, Depreciation, Tax, Interest, Profit before Depreciation and Tax from continuing operations, Depreciation, Profit Before Tax from continuing operations, Tax expense of continuing operations, Profit after Tax from continuing operations, Profit/(Loss) Before Tax from discontinued operations, Tax benefit of discontinued operations (Net), Profit/(Loss) after Tax from discontinued operations, and Total Profit for the year. Both standalone and consolidated results reflect increased total income and profit for the current year compared to the previous year. The summary also indicates a substantial increase in profits before and after tax from continuing operations for both standalone and consolidated figures. However, discontinued operations continue to result in losses. **State of Company's Affairs, Future Outlook, Etc.:** * **Year in Retrospect:** The company reports impeccable growth compared to the previous year. Standalone total income from continuing operations increased by 21.95% to Rs. 20,360.61 Million. EBITDA from continuing operations increased by 26.59%. Profit before tax from continuing operations increased by 56.10%, and profit after tax from continuing operations increased by 33.80%. Total Net Profit after appropriating losses from discontinuing operations stood at Rs. 1,208.74 Million, a 32.83% increase. Consolidated total income from continuing operations increased by 22.15% to Rs. 20,455.40 Million. EBITDA increased by 26.94%. Profit before tax increased by 56.99%, and profit after tax increased by 34.65%. The total Net Profit after losses from discontinuing operations increased by 33.87%. * **COVID-19 Impact:** The COVID-19 pandemic continued to be a global challenge, but the company has shown resilience and adaptability. * **Operational Foray:** The company continues its foray into the Infrastructure and Transport sector through key Integrated Facility Management and Operation Management contracts for airports and road transport and has sourced further business with Mumbai Airport and new business with Mangalore Airport. * **Solid Waste Management:** The company continued its focus on Solid Waste Management as being a key contributor in its growth, winning contracts with Meerut Nagar Nigam, Bhiwani Cluster (Urban) and Yamunagar. * **Draft Red Herring Prospectus:** The company filed a Draft Red Herring Prospectus with SEBI on September 30, 2021, and obtained in-principal approval from National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE") for listing its shares. * **BVG Culture:** The company focuses on preserving its identity and BVG culture while working towards IPO. * **Amendment to Memorandum of Association:** The company amended its ancillary objects of the memorandum of association to include power generation from various sources and multi-level car parking cum commercial development business. * **Future Outlook:** The company is actively monitoring the impact of the COVID-19 pandemic and believes it will be able to sustain the impact. The long-term trends are robust, with key segments like emergency medical services and solid waste management expected to increase. Increased focus on health and hygiene is leading to greater demand for integrated facility management services. The company is well positioned to utilize opportunities to foray into different customer segments and further strengthen its presence in segments like hospitals, educational institutes, transport and infrastructure. The company will continue to focus on contributing to government initiatives on Hygiene, Health, Environment, Education and Green Energy along with other special projects creating social impact with technology. Enterprise spending on technology is central to organizations' ability to innovate and adapt. The company's new organization structure and continued investments will help deepen customer relationships, expand the addressable market, gain market share, and power growth. * **Significant and Material Orders:** There are no significant and material orders impacting the going concern status. * **Material Changes:** No material changes have occurred after the close of the financial year. **Capital Structure:** The company's Equity and Preference Share Capital position as at the beginning and end of the Financial Year. During the year under review, the company has not allotted any Equity or Preference Shares and there is no change in the share capital of the Company. The company had issued Unsecured Optionally Convertible interest free debentures, but has neither allotted nor redeemed any during the financial year. **Subsidiaries, Associate Companies, Joint Ventures and Consolidation of Financials:** A list of subsidiaries, associate companies, and joint ventures is provided. During the year, the company acquired 5100 Equity Shares of BVG Security Services Private Limited, making it a subsidiary. The consolidated financial statements of the company and all its subsidiaries, associate and joint ventures have been prepared and approved by the Board. **Reserves:** The company has not transferred any amount to the General Reserves during the year under review. **Dividend:** The Board of Directors recommended a dividend of Rs. 2.50 per Equity Share of Rs. 10/- each (i.e. @ 25% of paid-up Equity Share Capital) aggregating to Rs. 6,42,75,970/- to Equity Members and 0.0001/- per Compulsorily Convertible Cumulative Preference Share (CCPS) of Rs. 10/- (i.e. @ 0.001% of Preference Share Capital) aggregating to Rs. 1,484/- to the holders of CCPS payable out of the profits. **Investor Education and Protection Fund (IEPF):** There has been no requirement of transfer of unclaimed or unpaid dividend to Investor Education and Protection Fund (“IEPF”) during the year. **Deposits:** The Company has not accepted deposits from the public. **Extract of Annual Return:** The Annual Return as on March 31, 2022 is available on the company's website. **Particulars of Loans, Guarantees or Investments under Section 186:** Provided in the financials and notes on accounts. **Particulars of Contracts or Arrangements with Related Parties:** All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis. **Directors:** * The Board consists of eight directors. * The Board comprises of adequate number of members with diverse experience and skills. * Mr. Hanmantrao Gaikwad has been re-appointed by the Board for a further term. * Mr. Umesh Gautam Mane has been re-appointed by the Board for a further term. * Mr. Jayant Gopal Pendse has been re-appointed by the Board for a further term. * Mr. Pankaj Dhingra retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. * The Board met Five (5) times during the Financial Year. **Declaration of Independent Directors:** The Independent Directors have submitted declarations that each of them meet the criteria of independence. **Directors Responsibility Statement:** The Directors state that: the applicable accounting standards have been followed; the accounting policies have been applied consistently; proper care has been taken for the maintenance of adequate accounting records; the annual accounts have been prepared on a going concern basis; and proper systems are in place to ensure compliance with applicable laws. **Key Managerial Personnel:** The Key Managerial Personnel are Mr. Hanmantrao R. Gaikwad, Mr. Umesh G. Mane, Mr. Manoj P. Jain, and Ms. Rajni R. Pamnani. **Committees of the Board:** * The Company has constituted committees including Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee, and Finance Committee. The IPO Committee and Other Committees Formed by the Board. * The Company has formulated various policies in accordance with the Companies Act, 2013. **A. Nomination and Remuneration Policy:** The Board has adopted revised Nomination and Remuneration Policy in supersession to the aforesaid existing policy. **B. Corporate Social Responsibility Policy:** The Board has adopted revised CSR Policy in supersession to the aforesaid existing policy. **C. Risk Management Policy:** The Board has adopted revised Risk Management Policy in supersession to the aforesaid existing policy. **D. Vigil Mechanism/Whistle Blower Policy:** The Board has adopted revised Whistle Blower Policy in supersession to the aforesaid existing policy. **E. Policy on Anti- Sexual Harassment of Woman at Workplace:** The Board has adopted revised Anti-Sexual Harassment Policy in supersession to the aforesaid existing policy. **F. Anti-Bribery Policy:** The Company has adopted revised policies in supersession to the existing policies. **Formal Evaluation:** The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors. **Internal Financial Controls:** The Company ensures orderly and efficient conduct of its business. **Auditors:** * M/s. MSKA & Associates are the Statutory Auditors of the Company. * A proposal is put up for approval of members for authorizing the Board of Directors of the Company to fix Auditors' remuneration for the Financial Year 2022-23. * The annexure to the auditor's report refers to delays in payment of undisputed statutory dues. The Company has a system in place to account for all statutory dues and deposits them within the time frame prescribed. * The auditors have not reported any offences involving fraud. **Secretarial Standards:** The Company has complied with all the applicable clauses of the Secretarial Standards. **Secretarial Auditors:** * M/s. Kailas Ashish & Co. are the Secretarial Auditors of the Company. * There are no adverse remarks or reservations given by the Secretarial Auditor. **Internal Auditors:** M/s Ernst & Young LLP are the Internal Auditors of the Company. **Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:** * The Company continues to make endeavors for conservation of energy. * The Company is continuously exploring the possibilities of utilizing alternate sources of energy. * The Company has not made any capital investments on energy conservation equipments. * Not applicable to the Company, taking into consideration, the business activities of the Company. * Foreign Exchange Outgo: Rs. 15,414,025/- **Maintenance of Cost Records:** The Central Government has not prescribed maintenance of cost records. **Particulars Relating to Employees:** A statement showing name and other details of every employee of the Company, who was in receipt of remuneration exceeding the limits specified in the said rule, is annexed to this report - Annexure V. **Personnel:** The Directors wish to place on record the deep appreciation for the services rendered by the employees. **Details of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016:** One of the Operational Creditors of the Company has filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 read with Rule 6 of the Insolvency and Bankruptcy before the National Company Law Tribunal at Mumbai. **Acknowledgement:** Your Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks, NBFCs and Consultants for their continued support and cooperation. **Annexure 1:** Contains the salient features of the financial statements of each Subsidiary, Associate and Joint Venture in the prescribed Form AOC-1. **Annexure II:** Details of contracts or arrangements or transactions at arm's length basis. **Annexure III:** Report on Corporate Social Responsibility (CSR). **Annexure IV:** Secretarial Audit Report. **Annexure V:** Disclosure as per Section 197(12) of the Companies Act, 2013

BVG India Limited Unlisted Shares

Directors' Report Summary of BVG India Limited's 20th Annual Report (Year Ending March 31, 2021) The Directors are pleased to present the 20th Annual Report on the performance and financial position for the year ending March 31, 2021, including audited financials. **1. Standalone Financials:** The report presents key financial data in millions of Rupees, comparing performance in 2021 to 2020: * Total Income decreased from 19,335.29 to 16,695.26. * Total Expenditure Before Interest, Depreciation, Tax decreased from (16,811.00) to (14,368.73). * Earnings Before Interest, Depreciation, Tax decreased from 2,524.29 to 2,326.53. * Profit before Depreciation and Tax from continuing operations decreased from 1613.72 to 1,464.66. * Profit Before Tax from continuing operations decreased from 1,393.48 to 1,217.99. * Profit after Tax from continuing operations decreased from 1,177.32 to 1,122.70. * Total Profit for the year decreased from 1,184.01 to 910.02. * Profit/(Loss) Before Tax from discontinued operations decreased from (105.02) to (308.78). * Tax (expense)/income of discontinued operations decreased from 111.71 to 96.10. * Profit/(Loss) after Tax from discontinued operations increased from 6.69 to (212.68). **2. Subsidiaries, Associate Companies, Joint Ventures and Consolidation of Financials:** The report lists BVG India Limited's subsidiaries: BVG Kshitij Waste Management Services Private Limited, Out-of-Home Media (India) Private Limited, BVG Skill Academy, and BVG-UKSAS (SPV) Private Limited. It also lists the associate company, BVG-UKSAS EMS Private Limited, and the joint venture, BVG Krystal Joint Venture. The consolidated financial statements are prepared per Section 129(3) of the Companies Act, 2013. Form AOC-1, detailing financial information of each subsidiary, associate, and joint venture, is included as Annexure I. Out-of-Home Media (India) Private Limited reported total assets of Rs. 1,27,410/- and BVG Kshitij Waste Management Services Private Limited reported total assets of Rs. 25,09,030/- **A. Year in Retrospect (State of Company's Affairs, Future Outlook Etc.):** The year was challenging due to the pandemic, but BVG India Limited managed to minimize the impact on its revenue streams and improved profitability. It was recognized as an essential service provider during lockdowns, allowing it to provide uninterrupted services. BVG India Limited played a role in COVID relief by assisting government agencies. It commenced emergency medical services in Jammu, Kashmir, and Leh, and it commissioned a 100 MW Solar EPC project in Chennai in June, winning additional contracts in Rajasthan and Uttar Pradesh. BVG India Limited continued its focus on Solid Waste Management and secured prestigious facility management contracts, and made forays into the infrastructure sector securing airport and road transport contracts. Total income decreased from Rs. 19,335.29 Million to Rs. 16,695.26 Million, and EBITDA from continuing operations stood at Rs. 2,326.53 Million, decreasing from Rs. 2,524.29 Million. Profit before Tax from continuing operations decreased to Rs. 1,217.99 Million and Net Profit after losses from discontinuing operations stood at Rs. 910.02 Million. **B. Future Outlook:** The COVID-19 pandemic continues to impact the business. The growth rate for India for Fiscal year 2022 is expected to be around 8 to 10%, but it may be affected due to the second wave of COVID-19. The Company is actively monitoring the impact of COVID-19. Long-term trends are robust, with key segments like emergency medical services and solid waste management expected to increase. In facility management, increased focus on health and hygiene is expected to lead to greater demand. BVG India Limited is positioning itself to foray into industries like refineries and residential societies, strengthening its presence in hospitals, educational institutes, transport, and infrastructure. **C. Significant and Material Orders:** There were no material orders passed during the year. **D. Material Changes Etc. After the Close of the Financial Year:** No material changes affecting the company's financial position have occurred. **3. Reserves:** The Company does not propose to carry any amount to the General Reserve account. **4. Dividend:** The Board did not recommend a dividend for equity shares, but compulsory convertible cumulative preference shares (CCPS) are entitled to a dividend of 0.001% of preference share capital aggregating to Rs. 1,484. **5. Deposits:** The Company has neither accepted nor renewed any deposits. **6. Extract of Annual Return:** The extract of the Annual Return is annexed as Annexure II in Form MGT-9. **7. Particulars of Loans, Guarantees or Investments Under Section 186:** Provided in the financials and notes on accounts. **8. Particulars of Contracts or Arrangements with Related Parties:** Particulars are annexed in prescribed form AOC-2 as Annexure III. **9. Directors:** A. Board Composition: The report lists the names and designations of the Directors. B. Appointment and Resignation: Mr. Prabhakar D. Karandikar and Mr. Rajendra R. Nimbhorkar were appointed as Additional Directors and later as Non-Executive & Independent Directors. C. Retirement by Rotation: Mrs. Swapnali D. Gaikwad retires by rotation and is eligible for reappointment. D. Meetings of the Board: The Board met six times during the financial year. **10. Directors Responsibility Statement:** The Directors confirm adherence to accounting standards, proper accounting policies, and reasonable estimates. **11. Key Managerial Personnel:** Mr. Niraj Kedia resigned as CFO, and Mr. Manoj Jain was appointed as the new CFO. **12. Committees of the Board:** A. Audit Committee: The composition, and meeting schedule are detailed. B. Nomination and Remuneration Committee: Composition and meeting details are given. C. Corporate Social Responsibility (CSR) Committee: Composition and meeting details are included. D. Finance Committee: Composition, and authority to sanction borrowings up to Rs. 150 Crores is mentioned. E. Risk Management Committee: Composition is detailed. F. Stakeholders Relationship Committee: Composition is detailed. **13. Policies Formulated by the Board:** The Company has formulated various policies, including: A. Nomination and Remuneration Policy, as revised on August 14, 2020. B. Corporate Social Responsibility Policy, as revised on August 14, 2020. C. Risk Management Policy, as revised on August 14, 2020. D. Vigil Mechanism/Whistle Blower Policy, as revised on August 14, 2020. E. Policy on Anti-Sexual Harassment of Woman at Workplace, as revised on August 14, 2020. F. Anti-Bribery Policy. In addition, various policies and codes of conduct as per SEBI regulations have been formulated. **14. Formal Evaluation:** The Board has carried out an annual performance evaluation. **15. Internal Financial Controls:** The Company ensures orderly and efficient conduct of its business, with measures for safeguarding assets and preventing fraud. **16. Auditors:** A. Appointment of Auditors: M/s. MSKA & Associates, Chartered Accountants, are the Statutory Auditors. B. Remuneration to Auditors: A proposal for fixing the auditor's remuneration will be put up for approval by the members. C. Explanations or Comments by the Board on Every Qualification, Reservation Etc. Made By Auditor: The Board addresses the auditor's comments regarding delays in payment of statutory dues, and notes pending disputes. D. Reporting of Offenses Involving Fraud: The auditors have not reported any offences involving fraud. **17. Secretarial Auditors:** A. Appointment: M/s. Kailas Elkunchwar & Co., Company Secretaries, were appointed for the secretarial audit. **18. Internal Auditors:** PricewaterhouseCoopers Private Limited was appointed for a period of 9 months and Ernst & Young LLP as Internal Auditors of the Company for the remaining period of Three months i.e. from January 01, 2021 to March 31, 2021. **19. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:** A. Conservation of Energy: The company continues endeavors for conservation of energy and is exploring alternate sources like solar energy. B. Technology Absorption: Not applicable to the Company. C. Foreign Exchange Earnings and Outgo: Foreign Exchange Inflow was NIL, and Foreign Exchange Outgo was Rs. 47,70,122/-. **20. Declaration of Independent Directors:** The provisions pertaining to the appointment of Independent Directors have been complied with. **21. Particulars Relating to Employees:** A statement showing details of employees is annexed as Annexure VI. **22. Personnel:** The Directors express appreciation for the services rendered by the employees. **23. Acknowledgement:** The Directors acknowledge the support of various government bodies, banks, consultants, and other business associates.