Bajel Projects Ltd

Dear Members,

The Directors are pleased to present the Company's 2nd Annual Report and the Audited Financial Statement for the financial year ended March 31, 2024.

H ( in crore, except for EPS)

*Figures are reported for March, 2023 are for the period from January 19, 2022 to March 31, 2023 and accordingly not comparable with current year.

*Figures are reported for March, 2023 are for the period from January 19, 2022 to March 31, 2023 and accordingly not comparable with current year.

During the financial year 2023-24:

Revenue from operations on standalone basis increased to H 1,169.21 crore as against H 663.69 crore in the previous year - a growth of 76.17 %.

Cost of Goods Sold as a percentage of revenue from operations increased to 80.92% from 71.72% in the previous year.

Employee cost as a percentage of revenue from operations decreased to 6.83% (H 79.86 crore) from 15.38% (H 102.05 crore) in the previous year.

Other expenses as a percentage to revenue from operations decreased to 11.36% (H 132.79 crore) from 19.06% (H 126.48 crore) in the previous year.

The Profit After Tax for the current year is H 4.29 crore from loss of H 1.58 crore in the previous year - a growth of 371.52%. As at March 31, 2024, the gross property, plant and equipment, investment property and other intangible assets including leased assets, stood at H 127.80 crore and the net property, plant and equipment, investment property and other intangible assets, including leased assets, at H 69.44 crore. Capital Expenditure during the year amounted to H 27.85 crore (H 4.36 crore in the previous year).

The Company's cash and cash equivalent as at March 31, 2024 was H 46.61 crore. The Company manages cash and cash flow processes assiduously, involving all parts of the business. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital, parameters were kept under strict check through continuous monitoring.

During the year under review, there has been no change in the nature of business of the Company. Figures reported for March, 2023 are for the period from January 19, 2022 to March 31, 2023 and accordingly not comparable with current year.

Detailed information on the operations of the Company are covered in the Management Discussion and Analysis Report, which forms part of the Annual Report.

The Company has not transferred any amount to the General Reserve during the current financial year.

Considering the need for conserving the funds for future business growth, your directors have not recommended any dividend for the financial year 2023-24. The Dividend Distribution Policy containing the requirements mentioned in regulation 43A of the SEBI Listing Regulations is attached in Annexure A and forms part of this Report. The Policy can also be accessed on the Company's website at: https://bajelprojects.com/pdf/ Policies/Dividend-Distribution-Policy-15-April-24.pdf

The paid-up equity share capital of the Company as on March 31, 2024 was _ 23.06 crore. The increase in number of shares during the year is on account of (i) allotment of 11.51 crore equity shares of _ 2 each on September 16, 2023 to the shareholders of Bajaj Electricals Limited ("Demerged Company") who were holding shares of Demerged Company on record date i.e. September 14, 2023, pursuant to the Scheme of Arrangement between Bajaj Electricals Limited ("Demerged Company") and Bajel Projects Limited ("Resulting Company/ Company") and their respective shareholders under Sections 230 to 232 of the Companies Act,2013 ("Demerger Scheme") (ii) allotment of 1,81,799 equity shares of _ 2 each on February 29, 2024 to the employees upon their exercise of Options under Bajel Special Purpose Employee Stock Option Scheme, 2023 of the Company. These shares were included, on weighted average basis, for the computation of EPS. The Company has not issued shares with differential voting rights. No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 ("Act"), in respect of voting rights not exercised directly by the employees of the Company, as the provisions of the said Section are not applicable.

The equity shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited (collectively "Stock Exchanges") under their approval letters dated December 19, 2023, and December 19, 2023 respectively. Further the trading in the Company's shares began on Stock Exchanges with effect from December 19, 2023. The listing fees for financial year 2024-25 have been paid to the Stock Exchanges.

The Company's shares are compulsorily tradable in electronic form. As on March 31, 2024, 100% of the Company's total paid up capital representing 11,52,83,752 equity shares are in a dematerialised form.

In accordance with provisions of the Scheme, the Company has issued and allotted 1 (One) fully paid-up equity share of the Resulting Company (Bajel Projects Limited ) having a face value of H 2/- (Rupees Two) each for every 1 (One) fully paid-up equity share of H 2/- (Rupees Two) each of the Demerged Company to the shareholders of the Demerged Company (or to such of their respective heirs, executors, administrators or other legal representatives or other successors) whose names appeared in the Register of Members and/or records of the depository as on the Record Date (i.e., Thursday, September 14, 2023). Further, pursuant to provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the New Equity Shares have been issued in a dematerialized form only. Accordingly, the equity shares allotted to all such shareholders who held shares of the Demerged Company in physical form have been kept in separate escrow account opened by the Company for the purpose of this Scheme ("Escrow Account"). We request the shareholders to provide the details of their demat account and such further information and documents to M/s Link Intime India Private Limited (Registrar and Transfer Agent), as the case may be. On receipt of the necessary information and details from shareholders, subject to their satisfactory verification, such Equity Shares shall be transferred to the demat account in proportion to your entitlement.

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

The below table depicts Company's credit ratings profile as follows:

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Company's website at: https:// bajelprojects.com/pdf/Policies/Policy-on-Determination-of-Materiality-for-Disclosure-of-Events-of-Information.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

All transactions entered into with the Related Parties for the year under review were in an ordinary course of business and at arm's length basis. There is 1 (one) Material Related Party transaction i.e. transaction exceeding H 1,000 crore or 10% of the annual consolidated turnover whichever is less, as per the last audited financial statements, was entered during the year by the Company for which approval has been obtained. Accordingly, the disclosure of Related Party transactions as required under Section 134(3)(h) of the Act, is given in the prescribed format in Form AOC-2 attached herewith as Annexure B. Further, there are no Material Related Party transactions during the year under review with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The Related Party Transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 39 to the standalone financial statements which sets out Related Party disclosure. The disclosures in respect of loans and advances pursuant to the provisions of Regulation 34(3), read with clause 2 of Part A of Schedule V of the SEBI Listing Regulations, in compliance with the Accounting Standard on Related Party Disclosures, are not applicable since the Company does not have any holding or subsidiary companies at the end of the year under review.

During the year under review, the following person(s) or entity(ies) belonging to the Promoter/Promoter Group held 10% or more shares in the paid-up equity share capital of the Company:

Disclosure of transactions pursuant to the provisions of Regulations 34(3) read with clause 2A of Part A of Schedule V of the SEBI Listing Regulations is attached as Annexure C and forms part of this Report.

Pursuant to the provisions of Section 186 of the Act and the rules framed thereunder, the particulars of the loans given, investments made or guarantees given or security provided are given in the Notes to the standalone financial statements.

There are no significant and material orders passed by the regulators/courts/tribunal which would impact the going concern status of the Company and its operations in the future.

There are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e. March 31, 2024, and the date of this Board's Report i.e., May 23, 2024.

No application has been made under the Insolvency and Bankruptcy Code against the Company; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

During the year under review, there was no instance of one-time settlement with banks or financial institutions; hence the requirement to disclose the 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, is not applicable.

The Board of Directors of the Company, at its meeting held on February 8, 2022, had considered and approved the Scheme of Arrangement between Bajaj Electricals Limited ("Demerged Company") and Bajel Projects Limited ("Resulting Company/ Company") and their respective shareholders under Sections 230 to 232 of Act ("Demerger Scheme") involving the transfer by way of demerger of the Demerged Undertaking (as defined in the Demerger Scheme) consisting of Power Transmission and Power Distribution businesses (as defined in the Demerger Scheme) of the Demerged Company into Company.

The Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT, Mumbai"), vide its order dated June 08, 2023, has approved the Demerger Scheme, whereby inter alia, the Demerged Undertaking, consisting of the Power Transmission and Power Distribution business was transferred by way of demerger into the Company effective from September 01, 2023 ("Effective Date"). Subsequently, in accordance with the provisions of the Demerger Scheme, the Company, at its meeting held on September 16, 2023, issued and allotted new Equity Shares in the ratio of 1 (One) fully paid-up equity share of the Company having a face value of H 2 (Rupees Two) each for every 1 (One) fully paid-up equity share of H 2 (Rupees Two) each of the Demerged

Company to the shareholders of the Demerged Company whose names are recorded in the register of members and/or records of the depository as on the Record Date (i.e., Thursday, September 14, 2023), and accordingly, as per the terms of the Demerger Scheme, immediately with effect from the Effective Date and upon allotment of new Equity Shares by Company, the entire pre-demerger paid-up equity share capital, as on the Effective Date, of the Resulting Company stands cancelled, extinguished, and annulled on and from the Effective Date. Consequently, Bajaj Electricals is no longer the holding company of the Company.

The equity shares of the Company have been listed on the Stock Exchanges, post the effectiveness of the Scheme with effect from December 19, 2023.

As Company does not fall under the criteria specified in Section 135(1) of Companies Act, 2013, hence during the year under review the disclosure required under Section 134 (3) (o) of the Act is not applicable to the Company.

The Company has a Policy on Corporate Social Responsibility ("CSR") and has constituted a CSR Committee as required under the Act for implementing various CSR activities. The CSR Committee comprises of Mr. Shekhar Bajaj, as the Chairman of the Committee, and Mr. Rajesh Ganesh, Mr. Rajendra Prasad Singh and Ms. Radhika M. Dudhat as the members of the Committee. The CSR policy is available on the website of the Company at: https://bajelprojects.com/pdf/ Policies/Corporate-Social-Responsibility-Policy.pdf

In compliance with Regulation 34 of the Listing Regulations, a separate report on the Business Responsibility and Sustainability Report, forms part of this Annual Report.

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Reporting: a. A declaration signed by Mr. Rajesh Ganesh, Managing Director & Chief Executive Officer, stating that the members of board of directors and senior management personnel have affirmed compliance with the Company's Code of Business Conduct and Ethics; b. A compliance certificate from the Company's Statutory Auditors confirming compliance with the conditions of Corporate Governance; c. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; and d. A certificate of the CEO and CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of this Annual Report.

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2024, can be accessed at https://bajelprojects.com/ investor-relations.

The Company has a Whistle Blower Policy to report genuine concerns or grievances about any poor or unacceptable practice and any event of misconduct, and to provide adequate safeguards against victimisation of persons who may use such mechanism. The Whistle Blower Policy has been posted on the website of the Company at: https:// bajelprojects.com/pdf/Policies/Whistle-Blower-Policy-or-Vigil-Mechanism.pdf

As per the Scheme of Arrangement between Bajaj Electricals Limited ("Demerged Company") and Bajel Projects Limited ("Resulting Company/ Company") and their respective shareholders under Sections 230 to 232 of Act ("Demerger Scheme") the Company has implemented the Bajel Special Purpose Employees Stock Option Scheme 2023 ("Special Purpose ESOP Scheme") in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, read with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations").

During financial year under review, 12,57,850 stock options were granted to the eligible employees of the Demerged and Resulting Company, as per the provisions of clause 9.3 of the Demerger Scheme, the exercise price of the stock options of the Demerged Company has been adjusted fairly and reasonably as per the Demerger Scheme. Consequently, the adjusted balance becomes the exercise price of the Options issued by the Resulting Company under the Special Purpose ESOP Scheme. Details of the shares issued under Special Purpose ESOP Scheme, as also the disclosures in compliance with SEBI SBEB Regulations is uploaded on the website of the Company www.bajelprojects.com. No employee has been issued stock options, during the year, equal to or exceeding 1% of the issued capital of the Company at the time of grant. Cost towards the issuance of equity shares pursuant to exercise of stock options is recognised in profit and loss statement in accordance with Ind AS 102 (Shares based payment). The Company has obtained a Certificate from the Secretarial Auditors stating that ESOP Scheme has been implemented in accordance with the SEBI SBEB Regulations. The said Certificate will be made available for inspection through electronic mode by writing to the Company at legal@ bajelprojects.com from the date of circulation of the AGM Notice till the date of the AGM i.e. August 21, 2024.

Pursuant to the review and approval by the Nomination and Remuneration Committee in its meeting dated April 29, 2024, followed with the approval of the Board of Directors on April 29, 2024, the Company is currently in the process of seeking the Members approval to Employees Stock Option Plan – 2024. Under this scheme, options not exceeding 57,64,187 (Fifty Seven Lakhs Sixty Four Thousand One Hundred and Eighty Seven) shall be issued to employees to be convertible into not more than 57,64,187 (Fifty Seven Lakhs Sixty Four Thousand One Hundred and Eighty Seven) Equity Shares of the Company of the face value of H 2/-(Rupees Two) each fully paid up in the manner specified in the Scheme.

As on March 31, 2024, the Company doesn't have any Subsidiary, Joint Venture and Associate Companies at the end of the year. Pursuant to the provisions of Section 129(3) of the Act, a report on the performance and financial position of the subsidiary, associate and joint venture in Form AOC-1 is not applicable to the Company.

The financial statements of the Company for the year ended March 31, 2024, as per Schedule III to the Act forms part of this Report.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on August 28, 2023, appointed Mr. Rajendra Prasad Singh (DIN: 00004812) as an Additional Director on the Board of the Company in the category of Non-Executive & Independent Director to hold office for a term of 5 (five) consecutive years from August 28, 2023 to August 27, 2028. His appointment is not liable to retire by rotation, and was approved, and regularised as an Independent Director by the shareholders in the following General Meeting held on August 30, 2023. The said appointment was filed with BSE Limited and National Stock Exchange of India Limited on 28th August 2023 and August 30, 2023, respectively through Demerged Company.

b. Appointment of Mr. Maneck Davar (DIN: 01990326) as an Independent Director for a term of five consecutive years from August 28, 2023.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on August 28, 2023, appointed Mr. Maneck Davar (DIN: 01990326) as an Additional Director on the Board of the Company in the category of Non-Executive & Independent Director to hold office for a term of 5 (five) consecutive years from August 28, 2023 to August 27, 2028. His appointment is not liable to retire by rotation and was approved, and regularised as Independent Director by the shareholders in the following General Meeting held on August 30, 2023. The said appointment was filed with BSE Limited and National Stock Exchange of India Limited on 28th August 2023 and August 30, 2023, respectively through Demerged Company.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on August 28, 2023, appointed Ms. Radhika M. Dudhat (DIN: 00016712) as an Additional Director on the Board of the Company in the category of Non-Executive & Independent Director to hold office for a term of 5 (five) consecutive years from August 28, 2023 to August 27, 2028. Her appointment is not liable to retire by rotation and was approved, and regularised as an Independent Director by the shareholders in the following General Meeting held on August 30, 2023. The said appointment was filed with BSE Limited and National Stock Exchange of India Limited on 28th August 2023 and August 30, 2023, respectively through Demerged Company.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on August 28, 2023, appointed Mr. Ajay Nagle (DIN: 00773616) as an Additional Director on the Board of the Company in the category of Executive Director to hold office for a term of 3 (three) years effective from September 01, 2023. His appointment is liable to retire by rotation and was approved and regularised as an Executive Director by the shareholders in the ensuing General Meeting held on August 30, 2023 effective from September 01, 2023. The said appointment was filed with BSE Limited and National Stock Exchange of India Limited on August 28, 2023, and August 30, 2023, respectively through Demerged Company.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on September 16, 2023, appointed Mr. Rajesh Ganesh (DIN: 07008856) as an Additional Director in the Whole-time employment of the Company with the designation as a "Managing Director" to hold office for a term of 5 (five) consecutive years effective from September 18, 2023, his appointment has been approved and regularised as Managing Director by the shareholders in the following General Meeting held through Postal Ballot concluded on December 08, 2023, and he is liable to retire by rotation. The said appointment was filed with BSE Limited and National Stock Exchange of India Limited on September 16, 2023 (Board Approval) and December 11, 2023 (Shareholder Approval) respectively, through Demerged Company.

The Board of Directors of the Company, at its meeting held on April 29, 2024, has considered and approved the redesignation of Mr. Rajesh Ganesh, Managing Director as the "Managing Director and Chief Executive Officer" of the Company with effect from April 29,2024, till the end of his current term i.e. upto September 17, 2028.

During the year under review, Mr. Sanjay Murarka (DIN 02802918) tendered his resignation as a Director of the Company due to pre-occupation with effect from August 31, 2023, vide resignation letter dated August 28, 2023, which was considered in Board meeting held on August 28, 2023. Further, the Company has received confirmation from Mr. Sanjay Murarka that there is no other material reason for his resignation other than those mentioned in his resignation letter dated August 28, 2023. The said confirmation was filed with BSE Limited and National Stock Exchange of India Limited on August 28, 2023, through Demerged Company.

Mr. Samir Shrimankar (DIN 02729100) tendered his resignation as Director of the Company on account of his professional commitments with effect from the close of business hours on September 18, 2023 vide resignation letter dated September 16, 2023, which was considered in Board meeting held on September 16, 2023. Further, the Company has received confirmation from Mr. Samir Shrimankar that there is no other material reason for his resignation other than those mentioned in his resignation letter dated September 16,2023. The said confirmation was filed with BSE Limited and National Stock Exchange of India Limited on September 16, 2023, through Demerged Company.

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mr. Shekhar Bajaj (DIN:00089358) Director is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. Shekhar Bajaj for the consideration of the Members of the Company. The relevant details including the profile of Mr. Shekhar Bajaj is included separately in the Notice of AGM and Report on Corporate Governance of the Company, forming part of the Annual Report.

As on the date of this Report, the Company's Board comprised of six (6) Directors, out of which, four (4) are Non-Executive Directors (NEDs) including one (1) Woman Directors. NEDs represent 66.67% of the total strength. Further, out of the said four (4) NEDs, three (3) are Independent Directors representing 50.00% of the total strength of the Board. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and also with the provisions of the Act.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. All Independent Directors of the Company have valid registration in the Independent Director's databank of Indian Institute of Corporate Affairs as required under Rule 6(1) of the Companies (Appointment and Qualification of Director) Fifth Amendment Rules, 2019. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at: https://bajelprojects.com/pdf/ Disclosure-Under-Regulation-46-of-the-LODR/Letter-of-Appointment-of-Independent-Director.pdf In compliance with the requirement of SEBI Listing Regulations, the Company has put in place a familiarisation programme for the independent directors to familiarise them with their role, rights and responsibility as directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. The details of familiarisation programme are explained in the Corporate Governance Report and the same are also available on the website of the Company at https:// bajelprojects.com/pdf/Disclosure-Under-Regulation-46-of-the-LODR/Familiarisaton-programmes-for-ID.pdf.

During the year under review, the Board of Directors of the Company, at its meeting held on August 28, 2023 had approved the appointment of the following Key Managerial Personnel: a. Mr. Sanjay Bhagat as the Chief Executive Officer and Key Managerial Personnel of the Company with effect from September 01, 2023. b. Mr. Binda Misra as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from September 01, 2023. c. Mr. Rajesh Ganesh (DIN No. 07008856) as the Managing Director and Chief Executive Officer of the Company and Key Managerial Personnel of the Company with effect from September 18, 2023. d. Mr. Ajay Nagle (ICSI Membership No. A9855) as the Company Secretary and Chief Compliance Officer of the Company and Key Managerial Personnel of the Company with effect from September 01, 2023.

During the year under review, the Board of Directors of the Company, at its meeting held on March 27, 2024 took on record the resignation of Mr. Sanjay Bhagat, Chief Executive Officer and Key Managerial Personnel of the Company with effect from the close of business hours on March 31, 2024.

Eleven (11) Board meetings were held during the financial year 2023- 24. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations. The details of meetings of the Board held during the financial year 2023-24 forms part of the Corporate Governance Report.

As on March 31, 2024, the Board of Directors had the following Committees: a. Audit Committee; b. Nomination and Remuneration Committee; c. Stakeholders' Relationship Committee; d. Risk Management Committee; e. Corporate Social Responsibility Committee; f. Finance Committee; and g. Committee of Independent Directors.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The manner in which the evaluation was conducted by the Company and evaluation criteria has been explained in the Corporate Governance Report which forms part of this Annual Report. The Board of Directors has expressed its satisfaction with the evaluation process.

The Board of Directors has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees of the Company ("Policy"). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides for the Board Diversity, the criteria for determining qualifications, positive attributes, the independence of directors and criteria for appointment of Key Managerial Personnel/ Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates. The above Policy is given in Annexure D, which forms part of this Report, and has also been posted on the website of the Company at: https://bajelprojects.com/pdf/Policies/ Nomination-and-Remuneration-Policy.pdf

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems. Based on the report of the Statutory Auditors, the internal financial controls with reference to the standalone financial statements were adequate and operating effectively.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

There was no instance of fraud reported during the year under review, which required the Statutory Auditors, Cost Auditor or Secretarial Auditor to report the same to the Audit Committee of the Company under Section 143(12) of the Act and Rules framed thereunder.

The Company has formulated a risk management policy and has in place a mechanism to inform the Board about risk assessment and mitigation procedures along with a periodical review to ensure that executive management controls risk by means of a properly designed framework. The Risk Management framework is reviewed periodically by the Risk Management Committee, which includes discussing with the Management the presence of risks, prioritising key risks and approving action plans to mitigate such risks.

Detailed discussion on risk management forms part of the Management Discussion and Analysis, which forms part of this integrated Annual Report.

The Audit Committee comprises of three Directors viz. Mr. Maneck Davar as the Chairman of the Committee, and Mr. Rajendra Prasad Singh and Ms. Radhika M. Dudhat, as the members of the Committee.

During the year under review all the recommendations of the Audit Committee were accepted by the Board. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of the Annual Report.

The Members at their 1st Annual General Meeting ("1st AGM") of the Company held on June 16, 2023, had appointed Messrs S R B C & Co. LLP, Chartered Accountants (ICAI Registration No.324982E/E300003) as the Statutory Auditors of the Company till the conclusion of Annual General Meeting of the Company to be held in the year 2027. The Auditors' Report on the financial statements forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Pursuant to the provisions of Section 148 of the Act read with the Rules framed thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. Messrs R. Nanabhoy & Co. (Firm Registration No.000010), Cost Accountants carried out the cost audit for applicable businesses during the year. Based on the recommendation of the Audit Committee, the Board of Directors has appointed Messrs R. Nanabhoy & Co. (Firm Registration No.000010), Cost Accountants as the Cost Auditors for the financial year 2024-25. The Company has received a certificate from Messrs R. Nanabhoy & Co., confirming that they are not disqualified from being appointed as the Cost Auditors of the Company. The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to Messrs R. Nanabhoy & Co., Cost Accountants, is included at Item No.3 of the Notice of the ensuing AGM.

The Board had appointed Messrs Anant B. Khamankar & Co., Practicing Company Secretaries (Membership No. FCS 3198; CP No. 1860) as the Secretarial Auditors to conduct the secretarial audit of the Company for the financial year ended March 31, 2024, as per the provisions of Section 204 of the Act read with Rules framed thereunder. The Secretarial Audit Report in Form MR-3 is given as Annexure E and forms a part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Messrs Anant B. Khamankar & Co., Practicing Company Secretaries (Membership No. FCS 3198; CP No. 1860) has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

As per the Scheme of Arrangement between Bajaj Electricals Limited ("Demerged Company") and Bajel Projects Limited ("Resulting Company/ Company") and their respective shareholders under Sections 230 to 232 of Act ("Demerger Scheme") and pursuant to the provisions of Section 124 of the Act read with the IEPF Rules equity shares of face value of H 2/- each, consequent to the Demerger Scheme shares have been transferred by the Company to IEPF during the year.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure F which forms part of this Report.

The Company takes pride in the commitment, competence and dedication shown by its employees across all businesses and enabling functions, which led to a smooth transition during the demerger process. The Company has put in concerted efforts to onboard the right talent, keeping in mind the ambitious goals set out for future. The Company continues to improve HR policies and processes including skill development, performance management and employee engagement initiatives. These are discussed in detail in the Management Discussion and Analysis Report forming part of the Annual Report.

The relations with the employees of the Company have continued to remain cordial.

The key initiatives taken by the Company with respect to stakeholder relationship, customer relationship, environment, sustainability, health and safety are provided separately under various Heads in this Integrated Annual Report. The Environment, Health and Safety Policy and Human Rights Policy are available on the website of the Company at https://bajelprojects.com/investor-relation.

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder ("POSH Act"), the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees and has been widely disseminated. An Internal Complaint Committee (ICC) has been set up in compliance with the said provisions. Number of cases filed and their disposal under Section 22 of the POSH Act, as at March 31, 2024, is as follows:

Disclosures relating to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure G, which forms part of this Report. Further, in accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, is kept open for inspection during working hours at the Registered Office of the Company and the Report & Accounts as set out therein are being sent to all the Members of the Company. Any Member, who is interested in obtaining these, may write to the Company Secretary at the Registered Office of the Company.

The Directors confirm that: a. in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

a. Neither the Managing Director & Chief Executive Officer nor the Executive Director of the Company received any remuneration or commission from any of the subsidiaries of the Company, as the Company does not have any subsidiaries.

b. The Company has not issued any sweat equity shares to its directors or employees.

c. The Company has not failed to implement any corporate action during the year under review.

d. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

e. The Company's securities were not suspended during the year under review.

f. There was no revision of financial statements and Board's Report of the Company during the year under review.

The Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment, which is vital in achieving the over-all growth of the Company.

The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, vendors, business partners and others associated with the business of the Company. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company's endeavour to build and nurture strong links with the customers on mutuality of benefits, along with respect for and co-operation with each other. The Directors also take this opportunity to thank all Shareholders, Clients, Banks, Government Regulatory Authorities and Stock Exchanges, for their continued support.

a. Dividend Distribution Policy – Annexure A;

b. AOC-2 – Annexure B;

c. Disclosure of transaction pursuant to the provisions of Regulation 34(3) read with clause 2A of the Part A of Schedule V of the SEBI Listing Regulations – Annexure C;

d. Nomination and Remuneration Policy of the Company – Annexure D;

e. Secretarial Audit Report – Annexure E;

f. Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo – Annexure F; and

g. Disclosures under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 – Annexure G.