To,

The Members of Birla Precision Technologies Limited

Your Directors take pleasure in presenting the 37^th Annual Report on the Audited Financial Statements of the Company for the year ended March 31,2024.

1. Financial Performance:

The Company's Financial performance for the Year ended March 31, 2024 as compared to the previous Financial Year ended March 31,2023 is summarised below:

a) OVERVIEW OF COMPANY'S PERFORMANCE

Standalone Performance of the Company:

During the Financial Year under review, total revenue declined to INR 22,778.26 Lakhs as against INR 26,370.74 Lakhs in the corresponding previous Financial Year on the account of closure of the Foundry Business.

The EBIDTA margin as a percentage of sales in the previous year was 11.28% as against 12.39% in the reporting Financial Year. Net Profit (before tax) of INR 1,799.97 Lakhs as against INR 2,065.02 Lakhs in the previous Financial Year and Net profit (after tax) is INR 1,066.14 Lakhs as against INR 1,528.32 Lakhs in the previous Financial Year.

Consolidated Performance of the Company:

During the Financial Year under review, total revenue declined to INR 22,755.82 Lakhs as against INR 26,364.62 Lakhs in the corresponding previous Financial Year on the account of closure of the Foundry Business.

The EBIDTA margin as a percentage of sales in the previous year to 10.80% as against 11.88% in the reporting Financial Year. Net Profit (before tax) of INR 1,678.73 Lakhs as against INR 1,944.02 Lakhs in the previous Financial Year and Net profit (after tax) is INR 943.30 Lakhs as against INR 1,407.32 Lakhs in the previous Financial Year.

Your Company's management shall endeavor to continue to focus on cutting costs and concentrate on better productivity so as to overcome these uncertain and difficult times.

b) Cash Flow Statement:

The Cash Flow statement for the Financial Year 2023-2024 is attached as part of the Financial Statement.

c) Dividend:

The Board of Directors at their meeting held on February 19, 2024 had declared Interim Dividend of INR 0.05 per equity share (i.e. 2.5%) on a Face Value of INR 2/- each which was duly distributed.

The Board has further recommended Final Dividend of INR 0.05 per equity shares (i.e. 2.5%) on face value of INR 2/- each. The same shall be paid on the approval of the Shareholders at the forthcoming Annual General Meeting.

d) Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

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).

e) Transfer to Reserves:

The Company proposes to transfer Nil amount to the General Reserve Account during the Financial Year ended March 31, 2024.

2. Finance

a) Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

b) Deposits: In terms of sections 73 and 74 of the Companies Act, 2013 read with relevant Rules, your Company has not accepted any fixed deposits during the year under review.

c) Particulars of Loans, Guarantees and Investments: Details of Loans, Guarantees and Investments made by your Company and covered under the provisions of Section 186 of the Act are appended as notes to the Financial Statements.

3. SHARE CAPITAL:

a) Authorised Share Capital:

During the Financial Year 2023-2024, there has been no change in the Authorised Share Capital of the Company.

b) Preferential Allotment of Equity shares:

During the Financial Year 2023-2024, Company has issued 7,16,500 (Seven Lakhs Sixteen Thousand Five Hundred) fully paid-up equity shares of face value of INR 2/- (Rupees Two) each at a price of INR 64/- (Rupees Sixty-Four) per equity share (including premium of INR 62/- (Rupees Sixty-Two) per equity share, aggregating to INR 4,58,56,000/- (Rupees Four Crore Fifty Eight Lakhs and Fifty Six Thousand only) ("Subscription Shares") to preferential allottees on a preferential basis for which Special Resolution was passed by the members of the Company on March 20, 2024 by Postal Ballot.

On the Account of Issuance of Equity Shares on Preferential Basis, the Paid up Share Capital of the Company has been Increased from INR 13,05,42,274 (Thirteen Crore Five Lakh Forty Two Thousand Two Hundred and Seventy Four only) Divided in to 6,52,71,137 (Six Crore Fifty- Two Lakhs Seventy-One Thousand One Hundred and Thirty-Seven) equity shares of INR 2/- each to INR 13,19,75,274 (Thirteen Crore Nineteen Lakh Seventy Five Thousand Two Hundered and Seventy Four Only.) Divided in to 6,59,87,637 (Six Crore Fifty-Nine Lakhs Eighty-Seven Thousand Six Hundred and Thirty-Seven) equity shares of INR 2/-each.

4. Preferential Allotment of Fully Convertible Warrants:

During the Financial Year 2023-2024, the Company has issued 34,50,000 Fully Convertible Warrants at the Face Value of INR 2 each for cash at an issue price of INR 64/- (Rupees Sixty-Four) Per Warrants (including premium of INR 62/- (Rupees Sixty-Two) Per Warrants on a preferential and Private Placement basis to promoter Group of the Company and Identified Non Promoters.

5. Utilisation of funds from proceeds of Preferential Issue

As on March 31, 2024, no amount has been utilised from the proceeds of Preferential Issue towards the objects for which the same were raised, as the allotment of the preferential issue was done on March 27, 2024.

6. Subsidiaries, Associates & Joint Ventures:

As on March 31, 2024, the Company has Five subsidiaries in the name and style of "Birla Accucast Limited", "Birla Engineering Private Limited", "Birla Durotool Private Limited" and foreign subsidiaries in the name and style of "Birla Precision USA Limited" incorporated in USA and "Birla Precision Technologies GmbH" incorporated in Germany.

Your Company does not have any, Associate & Joint Venture Company as on March 31, 2024. Furthermore, a statement containing the salient features of the Financial Statements of the Company's subsidiaries in the prescribed ‘Form AOC-I' is attached as ‘Annexure - I', forms part of the Board's report.

7. Management Discussion and Analysis Report:

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of Annual Report under the head ‘Management Discussion and Analysis'.

8. Directors & Key Managerial Personnel (KMP'):

a. Board of Directors

During the Year under review following changes have taken place:

*Mr. Srinivasa Raghavan Dorai Rajan tendered his resignation w.e.f. May 26, 2023 as Independent Director of the Company citing reason of his inability to devote much time due to his Advanced Age & Health Issue.

#Mr Paramasivan Angala Srinivasan and Mr Kaleginanaoor Chandrashekhar Sharma are appointed as Non- Executive Independent Directors of the Company w.e.f May 26, 2023 and were regularised through postal Ballot dated June 25, 2023.

b. Key Managerial Personnel:

In terms of Section 203 of the Act, the KMPs of the Company during the Financial Year 2023-24 are as follows:

During the Year under review following changes have taken place:

# Mr. Parth Matolia, Company Secretary & Compliance Officer has tendered his resignation w.e.f. September08,2023.

* Ms. Ishu Jain was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. February 10, 2024.

c. Retires by Rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Santosh Kumar (DIN -08686131) Executive Director, retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for re-appointment.

d. Declaration Given by the Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they met the criteria of independence as prescribed under Section 149 (6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Board of Directors of the Company is of the view that all the Independent Directors fulfill the criteria of independence and they are independent from the management of the Company. All Independent Directors of the Company have confirmed that they have registered themselves with Independent Directors' Database of IICA and will appear for the online proficiency test of IICA, if applicable.

During the Financial Year 2023-24 a separate meeting of Independent Director was held on March 26,2024 without the presence of Executive Directors or management representatives.

Independent Directors' Familiarisation Policy:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Program for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, etc. The details of the training and familiarisation program have been provided under the Corporate Governance Report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties, and responsibilities. Details of the Familiarisation Program conducted are available on the Company's website: https://www. birlaprecision.com/documents/investor/Policies/ Independent%20Director%20Familirization%20 Programme.pdf

The Familiarisation Policy of the Company seeks to familiarise the Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.

f. Board and Committee Evaluation:

The Companies Act, 2013 and SEBI Listing Regulations contains broad provisions on Board Evaluation i.e. evaluation of the performance of (i) the Board as a whole, (ii) individual Directors (including Independent Directors and Chairman) and (iii) various Committees of the Board.

Pursuant to the said provisions, the Board has carried out the annual performance evaluation of the entire Board, its Committees and all the Directors based on the parameters specified in the Report of Corporate Governance.

A separate meeting of Independent Directors was held to discuss the performance of Non-Independent Directors, Board as a whole and the

Chairman after considering the views of Executive Directors and Non-Executive Directors.

g. Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

On the recommendation of the Nomination and Remuneration Committee, the Board of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The policy is available on the Company's website at the below mentioned weblink: https://www.birlaprecision.com/documents/ investor/Policies/Policy-Nomination-%20 &-Remuneration-Policy.pdf

The policy contains, inter-alia, principles governing Directors', KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

9. Meetings of The Board

During the Financial Year, eight meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms part of this Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Act.

a. Audit Committee

During the Financial Year 2023-24, 7 (seven) Audit Committee meetings were convened. The composition of the Audit Committee is given in the Corporate Governance Report, forming part of this Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.

b. Nomination and Remuneration Committee:

During the Financial Year 2023-24, 4 (Four) Nomination and Remuneration Committee meetings were convened. The composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report, forming part of this Annual Report.

c. Stakeholders' Relationship Committee:

During the Financial Year 2023-24 1(One) Stakeholders' Relationship Committee meeting were convened. The composition of the Stakeholders' Relationship Committee is given in the Corporate Governance Report, forming part of this Annual Report.

d. Corporate Social Responsibility Committee:

During the Financial Year 2023-24, 1 (One) Corporate Social Responsibility Committee meeting was convened. The composition of the Corporate Social Responsibility Committee is given in the Corporate Governance Report, forming part of this Annual Report.

H. Particulars of Contracts with Related Parties / Related Party Transactions:

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All related party transactions ("RPT") entered into during the Financial Year 2023-24 were in accordance with the Company's RPT Policy and on an arms' length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for their approval.

Further, since the transactions with the related parties were in the ordinary course of business and at arm's length pricing, not material in nature and in accordance with the Related Party Transactions Policy, the particulars of such transactions with the related parties are not required to be reported by the Company in Form AOC-2.

RPT Policy as approved by the Board is uploaded on the Company's website and is available at the weblink https://www.birlaprecision.com/documents/investor/ Policies/Policy-Related-Party-Transaction.pdf

12. Internal Financial Controls and their adequacy:

The Company has been constantly upgrading its systems which would help in minimising inefficiency and planting a smoothly internally controlled system which would help us in organising and increasing our productivity and overall efficiency.

The Company has an established Internal Financial Control framework including internal controls over financial Reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and presented to the Audit Committee. Based on the review, the framework is Strengthened and amended to incorporate the continuously evolving practices, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

The adequacy of the internal control system as well as the internal audit report is reviewed by the audit committee of the Board of Directors. The adequacy of the internal control system has also been reported by the statutory auditors of the Company in their report as required under the Companies (Auditors Report) Order, 2020.

a) Statutory Auditors & their Report:

The Company's Statutory Auditors, M/s. Valawat & Associates, Chartered Accountants (ICAI Firm Registration No. 003623C) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 33^rd Annual General Meeting held on December 29, 2020 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

M/s. Valawat & Associates, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141 (3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

b) Secretarial Auditor & their Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Vijay Tiwari, Proprietor of Vijay S. Tiwari & Associates, Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2024.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is enclosed to this report as

c) Internal Auditor:

The Company has appointed, M/s. Samp & Co. Chartered Accountants bearing Firm Registration Number: 023782N, as Internal Auditors of the Company. During the year, the Internal Auditor has carried out Company audit on significant areas affecting the Company's business.

The Audit Committee reviews its findings and recommendations at periodic intervals.

d) Cost Auditor:

The Company is required to maintain cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act, and accordingly such accounts and records are prepared and maintained in the prescribed manner.

Further, the Company has received Cost Audit Report on the cost accounts of the Company for the Financial Year ended on March 31, 2024 from Mr. Jayant Galande, Cost Accountants (Membership No: 5255) and the same shall be filed with the Registrar of Companies (ROC) During the Financial Year 2023-24, no fraud was reported by the Cost Auditor of the Company in their Report.

The Board of Directors of the Company, based on the past experience and on a recommendations given by the Audit Committee, has appointed Mr. Jayant Galande., Cost Accountants, (Membership No: 5255) as Cost Auditors for conducting the audit of Cost Records maintained by the Company for the Financial Year 2024-25, subject to ratification of remuneration by the members in the ensuing AGM.

14. Conservation of Energy, Technology Absorption Foreign Exchange Earnings and Outgo:

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the "Annexure -III" to the Board's Report.

15. Corporate Governance

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing Regulations forms part of Corporate Governance Report.

The Company is in full compliance with the requirements and disclosures made in this regard. The requisite Certificate from M/s. Vijay Tiwari & Associates, Company Secretaries in Practice, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Board's Report.

16. Corporate Social Responsibility (CSR):

The Company's guiding principle for CSR is to build its relationship with stakeholders and the community at large, and to contribute to their long term social good and welfare. Your Company, as a matter of duty, has been carrying out the CSR activities since long even when there were no statutory requirements in this regard. In compliance of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee. The Corporate Social Responsibility ('CSR') Committee of the Board is responsible for evaluation and implementation of CSR Projects. Salient features of the CSR Policy are as follows:

o It lays down CSR Philosophy, Vision and Commitment of the Company.

o It specifies guidelines for implementation of CSR

Projects through CSR Partners including eligibility criteria for CSR Partners.

o It also lays down roles and responsibilities of the CSR Committee.

The initiatives undertaken by the Company during the Financial Year 2023-24 are annexed as "Annexure

- IV" to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy), Rules, 2014. "The Company has committed to allocate the unspent amount towards an ongoing project as and when necessary".

During the year under review, no change was made in the CSR Policy. This Policy is disclosed on the Company's website at https://www.birlaprecision.com/documents/investor/Policies/Policy-Corporate-Social-Responsibility.pdf

17. Vigil Mechanism /Whistle Blower Policy:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company's Code of Conduct. Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimisation to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company's website at the weblink: https://www.birlaprecision.com/documents/investor/Policies/Whistleblower%20 Policy.pdf

18. Prevention of Sexual Harassment at Workplace:

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted 'Internal Complaints Committee' to redress complaints relating to sexual harassment at its workplaces.

The Company has not received any complaints relating to sexual harassment during Financial Year 2023-24.

19. Significant and Material Orders Passed by Regulators or Courts:

There are no significant or material orders passed by any Regulators / Courts which would impact the going concern status of the Company and its future operations.

20. Annual Return:

The Annual Return of the Company as of March 31, 2024, in Form MGT - 7 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.birlaprecision.com/investor-section-financial-result.php By virtue of an amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of the Annual Return (form MGT- 9) as part of the Board's Report.

21. Particulars of Employees:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as "Annexure -V" to this Report.

22. Compliance of Accounting Standards:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements.

The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

23. Compliance of Secretarial Standards:

The Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

24. Directors' Responsibility Statement:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 as amended, the Directors confirm that:

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

b) the directors had 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 at the end of the Financial Year and of the profit and loss of the Company for that period;

c) the directors had 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;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. Reporting of Frauds by Auditors:

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee, of any instances of fraud committed in the Company by its officers or employees, as required under Section 143(12) of the Act.

26. Material Changes affecting the Financial position of 29. the Company:

Mr. Harish Pareek has resigned from the position of Chief Financial Officer of the Company w.e.f April 30, 2024.

Mr. Pankaj Kumar has been appointed as Chief Financial Officer of the Company w.e.f May 22, 2024.

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which may affect the financial position of the Company.

27. Change in the Nature of Company's Business:

There has been no change in the nature of business of the Company.

28. Statement for Development and Implementation of Risk Management Policy U/S 134:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 the top 1000 listed entities needs to adopt Risk Management Policy.

Therefore, the Company is not required to adopt Risk Management Policy as the Company does not come under Top 1000 listed companies.

Acknowledgement:

Your directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company's performance and for enhancing its inherent strength.

Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

30. Miscellaneous:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

There was no instance of onetime settlement with any Bank or Financial Institution