BVG India Limited Unlisted Shares

Annual Report Summary

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.