Bharat Bijlee Ltd

#DRStart#

<dhhead>DIRECTORSRs REPORT</dhhead>

REPORT OF THE DIRECTORS TO THE MEMBERS

The Directors are pleased to present their 77^th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2024.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

The India Manufacturing Purchasing ManagersRs Index (PMI) remained above 50 through 2023-24, indicating stronger growth in output and new orders for both the manufacturing and service sectors.

According to a May 2024 Press Note from the National Statistical Office - Ministry of Statistics & Programme Implementation, gross fixed capital formation (GFCF) in 2023-24 expanded by 9% on the back of 11.2% in 2022-23, thus improving its share of GDP to 33.5% from 33.3%; real GDP grew by 8.2% in 2023-24, the highest globally for a major economy. However, the Reserve Bank of India still has the arduous task of tackling persistent core inflation while maintaining the growth momentum. Although private investment has revived, it is not broad-based yet, and the economy has been dependent mainly on government-led capital expenditure.

The rising PMI and other lead indicators suggest a resurgence of private investment and a revival of rural demand. The RBI expects that the economy will overcome the lower federal expenditure caused by the general elections, and will log a robust rate of growth, along with a narrower current account gap, on stronger-than-expected business momentum.

Your Company, through its persistent efforts and investments in newer and efficient products and capacities, is well positioned to seize opportunities in the domestic market, and has consolidated its market position in mainstay product verticals

FINANCIAL PERFORMANCE:

(Rs in Lakhs)

Previous yearRss figures have been regrouped for comparison purposes with current yearRss presentation wherever necessary.

DIVIDEND:

Your Directors are pleased to recommend a Dividend of Rs 35/- (Rupees Thirty Five only) per fully paid-up equity share of Face Value of Rs 5/- (Rupees Five only) each, i.e., @ 700%, for the Financial Year 2023-2024, subject to approval of the Members at the ensuing 77^th Annual General Meeting (AGM) of the Company.

The total cash out f ow on account of payment of Dividend for the year (if approved) will involve a sum of Rs 39,56,09,200/- (Rupees Thirty Nine Crore Fifty Six Lakhs Nine Thousand Two Hundred only).

The Dividend on equity shares, as recommended by the Board of Directors, if declared at the 77^th AGM, will be paid to the Shareholders whose names appear in the Register of Members of the Company as on cut-off date i.e., Thursday, August 22, 2024, upon close of business hours and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders and accordingly payment will be made after deduction of tax at source, if applicable.

SHARE CAPITAL:

The paid-up share capital of the Company as on March 31, 2024 was Rs 5,65,15,600/-.

During the period under review, pursuant to the approval of the Members, with requisite majority, by way of Postal Ballot, through remote e-voting facility, on Thursday, March 21,2024, 1 (One) Equity Share of face value of Rs 10/-

(Rupees Ten only) each, fully paid up, was sub-divided into 2 (Two) Equity Shares of face value of Rs 5/- (Rupees Five only) each, fully paid up, with effect from Wednesday, April 24, 2024 (the Record Date).

Consequent to the sub-division of equity shares, the Authorised Share Capital of the Company is Rs 10,00,00,000/- (Rupees Ten Crores only) divided into 2.00,000. (Two Lakhs) 12% Non-convertible Redeemable Cumulative Preference Shares of Face Value of Rs 100/- each and 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares of Face Value of Rs 5/- each amounting to Rs 8,00,00,000/- (Rupees Eight Crores only).

Post sub-division, the Paid-up Equity Share Capital of the Company is Rs 5,65,15,600/- divided into 1,13,03,120 equity shares of face value Rs 5/- (Rupees Five only) each, fully paid-up.

Other than the aforementioned, there is no change in the capital structure since the previous year.

DIVIDEND DISTRIBUTION POLICY:

The Company forms part of the List of Top 1000 listed entities, based on Market Capitalisation, as on March 31, 2024. In view thereof, pursuant to the provisions of Regulation 43A of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (including amendments) (“the Listing Regulations”), the Dividend Distribution Policy is available on the CompanyRss Website, the weblink of which is https://www.bharatbijlee.com/ media/20440/bbl div-dist-policy 04082021.pdf.

OPERATIONS:

Income from Sales and Services for the Company, at Rs 187,247.82 lakhs (compared to Rs 141,849.62 lakhs in the previous year), was higher by 32%. The profit before tax was higher by 56%, from Rs 11,135.90 lakhs in the previous year, at Rs 17,407.39 lakhs.

FINANCE:

The finance cost for the year decreased by 6% to Rs 2,061.37 lakhs compared to Rs 2,206.80 lakhs in the previous year due to effective working capital management notwithstanding the 32% growth in sales. The free reserves of the Company as on March 31, 2024 increased by Rs 10,742.09 lakhs to Rs 67,876.23 lakhs.

The credit rating for the bank facilities enjoyed by the Company has been upgraded to ICRA AA- (Stable) (Long Term) and ICRA A1+ (Short Term).

With effect from 24^th April, 2024 (the Record Date), pursuant to the Board and the ShareholderRss approval, the equity shares of the Company were split / sub-divided such that

one (1) equity share having face value of Rs 10/- (Rupees Ten only) each fully paid-up, was sub-divided into two (2) equity shares having face value of Rs 5/- (Rupees Five only) each, full paid-up.

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

There is an ongoing emphasis on building a progressive Human Resources culture within the Organisation. Structured initiatives to nurture talent and create a working environment that fosters motivation, teamwork and result orientation continue to be addressed. Productivity level continued to be subject to continuous monitoring. Industrial Relations continued to be harmonious.

Employee strength as on March 31, 2024 was 1,806 as compared to 1,656 in the previous year.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company has no Subsidiary / Joint Venture / Associate Companies during the financial year ending March 31, 2024. Accordingly, a Statement under the provisions of Section 129(3) of the Companies Act 2013 (“the Act”) containing salient features of the financial statements of the CompanyRss subsidiary(ies) in Form AOC-1 is not enclosed.

DEPOSITS:

The Company has not accepted / renewed any fixed deposits from the public or the Members, within the meaning of Section 73 read with Chapter V of the Act, and the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2023-2024, and as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls framework as designed and implemented by the Company is adequate and commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding of assets, transactional controls and ensuring compliance with the CompanyRss policies & procedures. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the in-house internal audit department and the observations, corrective and preventive actions are reviewed by the management and Audit Committee of the Board of Directors. During the financial year under review, no material weakness in the design or effectiveness was observed.

The framework on Internal Financial Controls over Financial Reporting has been reviewed by the internal and the external auditors and concluded to be adequate & effective as at March 31,2024.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the Financial Year 2023-2024, with Related Parties, as defined under Section 188 of the Act and the Rules made there under and as per the applicable provisions of the Listing Regulations, were in the ordinary course of business and on armRss length basis.

Further the Company has not entered into material related party transactions as defined under Section 2(76) of the Act and Regulation 2(zb) of the Listing Regulations, during the Financial Year under review. Accordingly, disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with the Companies (Accounts) Rules, 2014, in Form AOC -2, is not annexed to this Report.

As per the Related Party Transactions Policy, all related party transactions are placed before the Audit Committee and also before the Board for approval. During the year under review, related party transaction pertaining a Contract / Agreement with Danmet Chemicals Private Limited (RsDCPLRs), a Related Party, as defined under Section 2(76) of the Act, read with Regulation 2(1)(zb) of the Listing Regulations, by the Company, for the Sale of two (2) Motor Cars, was approved and recommended by the Audit Committee and subsequently approved by the Board of Directors, at its Meeting held on January 12, 2024.

Prior omnibus approval of the Audit Committee is obtained on yearly basis for transactions which could be foreseen and are of repetitive nature for a period of one year. During the year under review, the Related Party Transactions entered into, pursuant to the omnibus approval so granted for review, are placed before the Audit Committee on a quarterly basis.

Your Company has in place a Policy on Related Party Transactions. The Audit Committee reviews this Policy from time to time, to ensure that the same is in line with the provisions of applicable law.

In conformity with the requirements of the Act and the Listing Regulations, the weblink of the Policy is https:// www.bharatbijlee.com/media/21035/bbl related-party- transactions-policy.pdf.

The details of transactions with related parties are provided under Note No. 34 of the Financial Statements.

PARTICULARS OF LOANS, GUARANTEE, INVESTMENTS AND SECURITIES:

Particulars of loans given, guarantees provided or investments made by the Company, wherever applicable, during the f nancial year under review, covered under the provisions of Section 186 of the Act, have been given as a part of the Financial Statements, which forms part of this Annual Report. (Please refer Note No. 5 and 9 to the Financial Statements).

BOARD OF DIRECTORS:

Retire by Rotation:

In accordance with the provisions of Section 152 of the Act, and the Articles of Association of the Company, Mr. Nikhil J. Danani (DIN: 00056514), Managing Director of the Company, being longest in the office, shall retire by rotation at the ensuing 77^th AGM and being eligible, offers himself for re-appointment.

Appointment / Cessation of Directors / KMP during the period under review:

During the period under review, Mr. Nikhil J. Danani (DIN: 00056514) and Mr. Nakul P Mehta (DIN: 00056561), on the recommendation of Nomination and Remuneration Committee as well as Board, were re-appointed as Managing Directors of the Company, for a further period of five (5) years with effect from June 20, 2024 to June 19, 2029, in line with the provisions of Sections 196, 197, 198, 200 and 203 read with Schedule V of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Act, and the Rules made thereunder. The respective re-appointments were approved by Members with requisite majority, vide Postal Ballot, through remote e-voting, on February 22, 2024.

Further, respective Special Resolutions were passed, pursuant to Section 196 (3) read with Part-I of Schedule V of the Act, vide Postal Ballot, through remote e-voting, on February 22, 2024, which allows Mr. Nikhil J. Danani (DIN: 00056514), to continue holding office of Managing Director, upto the expiry of his term of office, i.e. from June 20, 2024 to June 19, 2029 and Mr. Nakul P Mehta (DIN: 00056561), to continue holding office of Managing Director, upon attaining the age of 70 (Seventy) years on May 30, 2028, upto the expiry of his term of office, i.e. on and after May 30, 2028 to June 19, 2029, on the terms and conditions mentioned in their respective Special Resolutions.

Members are further informed that, the second term of Mr. Prakash V. Mehta (DIN 00001366), Mr. Sanjiv N. Shah (DIN 00007211), Mr. Jairaj C. Thacker (DIN 00108552) and Mr. Rajeshwar D. Bajaaj (DIN 00087845), as Independent Directors of the Company, shall end on closing hours of September 08, 2024.

In line with Regulation 17(1)(c) of the Listing Regulations, the Board of Directors of the Company shall comprise of at least six (6) Directors. Further, pursuant to Regulation 17(1 C) read with Regulation 25(2A) of the Listing Regulations, the appointment of Independent Director is required to be approved by the Members of the Company, by way of special resolution by next general meeting or within a period of three (3) months from the date of appointment, whichever is earlier.

With a view to comply with the above requirement and to have equitable representation together with smooth transition on the Board, and after a due veracity of the integrity, expertise and experience of Mr. Joseph Conrad Agnelo DRsSouza, Mr. Premal Pradip Madhavji and Mr. Jehangir Hirji Cawasji Jehangir, in line with Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, which aligns with the role and proficiency identified by the Nomination and Remuneration Committee (“NRC”), the Board of Directors at its Meeting held on July 18, 2024, based on the recommendation of the NRC, has approved and recommended to the Members of the Company, the appointment of Mr. Joseph Conrad Agnelo DRsSouza (DIN: 00010576), Mr. Premal Pradip Madhavji (DIN: 02101791) and Mr. Jehangir Hirji Cawasji Jehangir (DIN 00001451), as respective Independent (Nonexecutive) Directors of the Company, not liable to retire by rotation, in accordance with the provisions of Section 149, 150, 152 of the Act read with Schedule IV to the Act and the Ruled made thereunder, the Listing Regulations and Articles of Association of the Company, for their respective term of five (5) consecutive years, commencing from September 09, 2024 to September 08, 2029. Accordingly, appropriate Resolutions (Item No. 4 to 6) are proposed for approval and necessary details are given in the Resolutions and Explanatory Statement in accompanying Notice dated July 18, 2024, convening ensuing 77^th AGM.

Further, as per Regulation 17(1A) of the Listing Regulations, no listed company shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 (seventy five) years unless it is approved by the Members by passing a Special Resolution to that effect and justification thereof is indicated in the explanatory statement annexed to the Notice for such appointment.

Mr. Jehangir shall attain the age of 75 years on November 23, 2028 and hence continuation beyond 75 years requires the approval of Members by way of a Special Resolution. Accordingly, the NRC and the Board of Directors of the Company at their respective meetings held on July 18, 2024 have recommended to the Members, the continuation of office of Mr. Jehangir as an Independent Director of the Company, on and after November 23, 2028 till September 08, 2029.

Mr. DRsSouza, Mr. Madhavji and Mr. Jehangir have declared that they meet the criteria of independence as laid down under Section 149(6) of the Act, along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

Further, pursuant to Section 149 of the Act, and Regulation 25 of Listing Regulations, Mrs. Mahnaz A. Curmally (DIN 06907271), aged about 77 years, was appointed as Independent Directors of the Company, at the 72^nd Annual General Meeting of the Members of the Company, held on September 09, 2019, for a first term of five (5) consecutive years, with effect from September 09, 2019.

Accordingly, the first term of Mrs. Curmally, as an Independent Director of the Company is expiring on September 08, 2024. Keeping in view, the rich experience, acumen, qualification and the substantial contribution, by Mrs. Curmally, as well as based on her Performance Evaluation, as a Member of the Board and Committee(s) of the Board, the Board of Directors at its Meeting held on July 18, 2024, based on the recommendation of the NRC and in line with the Nomination and Remuneration Policy, has approved and recommended to the Members of the Company, the re-appointment of Mrs. Curmally as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years, commencing from September 09, 2024 to September 08, 2029. Accordingly, appropriate Resolution (Item No. 7) is proposed for approval and necessary details are given in the Resolution and explanatory statement in accompanying Notice dated July 18, 2024, convening ensuing 77^th AGM.

In terms of Regulation 17(1 A) of the Listing Regulations, as mentioned herein above, approval of the Members of the Company is required for continuation of directorship of Mrs. Curmally, during her proposed second term of appointment, as Non-Executive Independent Director of the Company, who has already attained the age of 75 years. Accordingly, appropriate Resolution (Item No. 7) is proposed for approval and necessary details are given in the resolution and explanatory statement in accompanying Notice dated July 18, 2024, of convening ensuing 77^th AGM.

Mrs. Curmally has declared that she meets the criteria of independence as laid down under Section 149(6) of the Act, along with the Rules framed thereunder and Regulation 16(1 )(b) of the Listing Regulations.

Going forward, Mr. Shome N. Danani (DIN: 00217787) was re-appointed as “Whole-time Director”, designated as an “Executive Director” of the Company, through a Postal Ballot, for a further period of five (5) consecutive years, with effect from January 28, 2020

Mr. DananiRss term as a Whole-time Director of the Company is expiring on January 27, 2025. Your Directors are of the opinion that Mr. Danani is one of the key persons responsible for the consistent good performance of your Company. He has strong business acumen, strategic intelligence and execution abilities which has helped the Company to grow in recent years. Accordingly, based on his Performance Evaluation, as a Member of the Board and Committee(s) of the Board, the Board of Directors at its Meeting held on July 18, 2024, based on the recommendation of the NRC and in line with the Nomination and Remuneration Policy, has approved and recommended to the Members of the Company, the re-appointment of Mr. Danani “Whole-time Director”, designated as an “Executive Director” for a further period of five (5) consecutive years, w.e.f. January 28, 2025 upto January 27, 2030 and fix his Remuneration. Accordingly, appropriate Resolution (Item No. 8) is proposed for approval and necessary details are given in the Resolution and explanatory statement in accompanying Notice dated July 18, 2024, of convening ensuing 77^th AGM.

Additionally, as mentioned herein above, Members are informed that the second term of Mr. Prakash V. Mehta (DIN 00001366), Mr. Sanjiv N. Shah (DIN 00007211), Mr. Jairaj C. Thacker (DIN 00108552) and Mr. Rajeshwar D. Bajaaj (DIN 00087845), as Independent Directors of the Company, shall end on closing hours of September 08, 2024.

Mr. Prakash V. Mehta has an extensive expertise in Legal and Regulatory matters. Mr. Sanjiv N. Shah has vast expertise and proficiency in Accounting and Finance field. Mr. Jairaj C. Thacker and Mr. Rajeshwar D. Bajaaj have deep industry knowledge. The diverse expertise of Mr. Mehta, Mr. Shah, Mr. Thacker and Mr. Bajaaj has immensely benefited the Company to further expand its value creation initiatives, over the years. Hence, to bring about a transparent, smooth and seamless transition towards a restructured Board without compromising its cohesiveness, compatibility and effective functioning and based on each of their Performance Evaluation, as respective Members of the Board and Committee(s) of

the Board, your Board is of the opinion to continue the association of all four of them as Non-executive Directors of the Company.

Accordingly, the Board of Directors at its Meeting held on July 18, 2024, based on the recommendation of the NRC and in line with the Nomination and Remuneration Policy, has approved and recommended to the Members of the Company, the appointment (re-designation) of Mr. Mehta, Mr. Shah, Mr. Thacker and Mr. Bajaaj, as respective Non-executive Directors of the Company, liable to retire of rotation, effective from September 09, 2024.

In terms of Regulation 17(1 A) of the Listing Regulations, as mentioned herein above, approval of the Members of the Company is required for continuation of directorship of Mr. Prakash V. Mehta (DIN 00001366) and Mr. Rajeshwar D. Bajaaj (DIN 00087845), during their respective proposed appointment, as Non-Executive Directors of the Company, who have already attained the age of 75 years and in case of Mr. Jairaj C. Thacker (DIN 00108552), who will attain the age of 75 years on December 03, 2026. Accordingly, appropriate Resolutions (Item No. 9 to 12) are proposed for approval and necessary details are given in the resolutions and explanatory statement in accompanying Notice dated July 18, 2024, of convening ensuing 77^th AGM.

Brief profile, nature of expertise, details of directorship held in other companies, Chairmanships/ membership of Board Committees, shareholding in the Company held by the Directors and relationship with Directors inter-se and other details as stipulated under Regulation 36(3) of the Listing Regulations, read with the provisions of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (RsSS-2Rs) relating to the Directors proposed to be appointed / re-appointed at the 77^th AGM is annexed to the Notice dated July 18, 2024.

During the period under review, Mr. Ravi Chaudhary (DIN 06728841) resigned as Non-executive Non-independent Director and Key Managerial Person (RsKMPRs) of the Company, and was relieved with effect from close of business hours on July 07, 2023.

None of the existing Directors of your Company as well as the proposed Directors are disqualified under the provisions of Section 164(2)(a) and (b) and Section 165 of the Act.

During the period under review, no Non-executive Director of the Company had any pecuniary relationship or transactions with the Company.

Except as explained hereinabove, there were no changes in Directorship of the Company as well as in Key Managerial

Personnel category during the period under review. As on March 31, 2024, your Company had Eight (8) Directors consisting of Five (5) Independent Directors, including one (1) Woman Director and Three (3) Executive Directors.

Declarations by Independent Directors:

The Company has received the necessary declarations from each of the Independent Directors of the Company under Section 149 of the Act and Regulation 25 of the Listing Regulations, that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations along with Rules framed thereunder.

There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations.

The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs (“IICA”).

Also, all the Independent Directors of the Company have served for more than three (3) years on board of listed entities and hence they are exempt from the requirement to undertake and pass the online proficiency self-assessment test as per the proviso to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the Company has obtained a Certificate from a Company Secretary in Practice dated July 11, 2024, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority.

KEY MANAGERIAL PERSONNEL:

As on the date of this BoardsRs Report, the following personnel have been designated as the Key Managerial Personnel of the Company, in terms of provisions of Section 203 of the Act,

read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

MEETINGS OF THE BOARD:

The Meetings of the Board and its Committees are held at regular intervals to discuss, deliberate and decide on various business policies, strategies, governance, financial matters and other businesses. Additional Meetings of the Board are held, when deemed necessary by the Board.

Agenda of the Meetings and the supporting documents and information are circulated to the Directors through a secure IT platform, to ensure integrity and confidentiality of data.

As required by Secretarial Standards issued by Institute of Company Secretaries of India (ICSI), certain Unpublished Price Sensitive Information (UPSI) such as Unaudited / Audited Financial Results with Presentation thereon is being circulated to the Board Members at a shorter Notice as per the general consent given by the Board of Directors at the first Board Meeting held at each financial year.

During the Financial Year under review, the information as required under Regulation 17(7) of the Listing Regulations was made available on a quarterly basis to the Board.

Further, all the Board and Committee Meetings, during the Financial Year 2023-2024, were held by Video Conferencing, details of which are appended herein under:

Detailed information on the Board Meetings with regard to dates and attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this BoardRss Report.

Further, pursuant to the requirements of Schedule IV to the Act and Regulation 25(3) and 25(4) of the Listing Regulations, a separate Meeting of the Independent Directors of the Company was also held on January 12, 2024, without the presence of Non-Independent Directors and members of the management, to review the performance of NonIndependent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

AUDIT COMMITTEE:

The composition, powers, role and terms of reference of the Audit Committee are constituted as per the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. As of March 31, 2024, the Audit Committee of the Board of Directors of the Company, which consists entirely of the Independent Directors, comprised of 3 (three) Members namely :

All members of the Committee are financially literate. Mr. Sanjiv Shah, Chairman of the Committee is a Member of the Chartered Accountants in England and Wales and has adequate financial and accounting knowledge. The permanent invitees to the Committee Meetings are Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company. It is a practice of the Committee to extend an invitation to the Managing Directors, Whole-time Director and Cost Auditor to attend the Committee Meeting as and when required. Mr. Durgesh N. Nagarkar, Company Secretary, acts as Secretary of the Audit Committee.

The Audit Committee oversees and reviews the functioning of a vigil mechanism (implemented in the Company as a Whistle Blower Policy) and reviews the findings of investigation into cases of material nature and the actions taken in respect thereof.

During the Financial Year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors.

The terms of reference of Audit Committee and other details including number of Meetings held, are provided in the Corporate Governance Report, which forms part of this BoardRss Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Company complies with the provisions related to Nomination and Remuneration Committee in terms of Section 178(1) of the Act and Regulation 19 read with Part D(A) of Schedule II of the Listing Regulations. The terms of reference of the Committee and other details including number of Meetings held, are set out in the Corporate Governance Report, which forms a part of this BoardsRs Report.

As of March 31, 2024, the Nomination and Remuneration Committee of the Board of Directors of the Company, which consists entirely of the Independent Directors, comprised of 3 (three) Members namely:

The Nomination and Remuneration Committee is entrusted with the responsibility of screening and selection process of new Directors and KMPs. The Committee develop strategies on people agenda, Talent Management Initiatives and criteria for appointment of Independent Directors, Non-Executive Directors and Executive Directors in compliance with the Act and the Listing Regulations.

The Company has no pecuniary relationship or transaction with its Non-Executive and Independent Directors other than payment of sitting fees to them for attending the Board and Committee meetings.

The Company follows a Nomination and Remuneration policy in accordance with the provisions of the Act and the Listing Regulations to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. The said “Nominations and Remuneration Policy” is available on the CompanyRss website at, https://www.bharatbiilee.com/media/1208/bbl nomination-and-remuneration policy 27052021.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted a StakeholdersRs Relationship Committee with an objective to monitor and resolve the grievances of the security holders of the Company. As on March 31, 2024, the Committee comprised of 4 (four) Members namely:

The Committee ensures cordial investor relations and oversees the mechanism for redressal of investorsRs grievances. The Committee specifically looks into redressing shareholdersRs/ investorsRs complaints/ grievances pertaining to share transfers/transmissions, non-receipts of annual reports, issuance of duplicate shares, exchange of new share certificates, recording dematerialization/ rematerialization of shares and related matters.

The Committee also reviews the various measures taken for reducing the quantum of unclaimed dividends and ensures timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company. The Committee reviews the measures taken for effective exercise of voting rights by shareholders and adherence to the service standards adopted in respect of various services being rendered by the Registrar & Share Transfer Agent.

There are no complaints pending to be resolved at the end of the year under review. The Company has a dedicated e-mail address: investorcare@bharatbiilee.com for shareholders to communicate their grievances. Dividend reconciliation requests were duly acted upon by the Company.

The detailed terms of reference of the Committee and other details including number of Meetings held, has been provided in the Corporate Governance Report.

Shareholders Complaints are redressed through SEBI Complaints Redress System (SCORES).

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in line with Section 135 of the Act read with the Companies (Corporate Social

Responsibility Policy) Rules, 2014, to review and monitor the CSR policy and the CSR activities undertaken by the Company. The Committee recommends the CSR projects to be undertaken by the Company and also monitors its implementation status.

As on March 31,2024, the Committee comprised of 4 (four) Members namely:

For the Financial Year 2023-2024, CompanyRss CSR endeavours centered around initiatives identified under RsLivelihoodRs followed by RsEducationRs and RsClimate ChangeRs as the Sectors, which are appended herein below:

1. Antarang Foundation

Through their CareerAware program, Antarang works with students in the 10^th and 12^th standard to help them understand careers best suited to their individual talents, preferences and family situations. This program makes students examine themselves carefully and make informed, self-aware career choices.

Bharat Bijlee & Antarang Foundation - CareerAware: Enabling Aspirational Career

Pathways Programme 2023-24

The CareerAware program was implemented for 9001 students (4215 students from Grade 9 and 4786 students from grade 10) studying in 112 municipal schools in Mumbai and Thane. The end-line assessment showed that 82% of grade 10 students had clarity of career plans after grade 10; 45% students made at least one self-aware career choice. 99% of the planned counselling sessions with parents were conducted.

2. Utthan :

Utthan, which means RsupliftmentRs in Hindi, is a peopleRss movement comprising a large number of women and youth, to address their rights to regular, safe drinking water, protecting and accessing common land for their livelihood security, challenging patriarchy, feudal exploitation and caste discrimination at local levels.

Bharat Bijlee & Utthan - Social enterprise development to better lives & livelihoods of marginalized women Programme 2023-24

Utthan worked with 300 women goat rearers to support management of 1107 Sirohi goats and their associated livelihood income generation. 405 Sirohi goats gave birth to new off-springs creating an asset value of Rs 2,84,000/-.

A Community Livestock Business Centre (CLBC) was incubated and 13 key leaders were shortlisted and trained at the CLBC. Goat rearers were trained on enterprise promotion, goatery management and membership in the CLBC. Three batches of handmade goat milk soap were produced by CLBC, generating a revenue of Rs 33,275/-. Utthan has built on the success of its pilot program supported by Bharat Bijlee and expanded its activities substantially with goat rearers in Dahod, Gujarat.

3. Anubhuti Charitable Trust

Anubhuti, led by a woman from a nomadic tribe, works primarily with Nomadic & De-notified Tribes (NT-DNT), Adivasi, SC, migrant, and rural and urban poor populations with lenses of gender and social justice. Anubhuti works closely with youth and women living in resource-deprived urban and rural communities in Mumbai.

Bharat Bijlee & Anubhuti Charitable Trust - Career Leadership with Intersectional Marginalized Youth Programme 2023-24

Anubhuti has reached 1266 youth, women, and other community stakeholders through direct interventions, and another 2200 through trainings conducted for other NGOs. Various interventions were conducted with youth from NT-DNT communities, notably a career leadership fair in Igatpuri and a two-day residential camp for 110 adolescents from 8 villages. 90% of all the youth that Anubhuti works with are continuing with their education and many others are encouraged to restart their education.

4. Sar-La Education Trust (Unit: Lalji Mehrotra Technical Institute)

The TrustRss focus lies in the area of vocational education, technical education and skill development.

Bharat Bijlee & Sar-La Education TrustRss LMTI Project 2023-24:

Sar-LaRss LMTI was able to deliver the curriculum effectively for the 107 enrolled students in ITI courses and Diploma in Electrician course. Evaluation of the

students was done on a monthly basis and progressive development was mapped. Special classes were conducted for slow learners and remedial action was provided. Meetings with parents of students was conducted on a quarterly basis.

LMTI worked towards overall development of students by conducting various guest lectures and workshops and soft skill training programs, as well as sports activities, yoga and meditation.

5. Magic Bus India Foundation

Apart from the aforementioned, Company has one (1) Ongoing CSR Programme, executed by RsMagic Bus India FoundationRs, on behalf Bharat Bijlee, which was concluded as on March 31, 2024.

Magic Bus India works with more than 4 lakh children and 800,000 youth across 24 states of India, to move them out of poverty. The childhood to livelihood approach uses activity-based core life skills that equips children and youth with skills and knowledge they need while growing up.

Bharat Bijlee & Magic Bus Adolescent Education Program, Airoli, Navi Mumbai

Bharat Bijlee collaborated with Magic Bus in March 2021 to implement its Adolescent Education Program - a three-year ongoing program for 1000 adolescents studying in standards 6^th to 8^th in NMMC schools in Airoli. The program ended this year on March 31, 2024.

The program has been largely successful with 13 schools in Airoli and surrounding areas approaching Magic Bus to conduct the program in their schools. Overall feedback from principals, teachers and parents is that they have observed a positive change in the students who were enrolled in our program - their behaviour has improved and they are studying at home too.

During the Financial Year under review :

i. Your Company has spent a final installment of Rs 26,98,500/- (Rupees Twenty Six Lakhs Ninety Eight Thousand Five Hundred only), on an On-going CSR Project - Magic Bus Adolescent Education Program, Airoli, Navi Mumbai, out of the total Corporate Social Responsibility spend of Rs 96,98,500/- (Rupees Ninety Six Lakhs Ninety Eight Thousand Five Hundred only);

ii. Your Company was required to spend an amount of Rs 1,40,05,200/-, (Rupees One Crore Forty Lakhs Five Thousand Two Hundred only), (2% of the average net profits of last three financial years) towards Corporate

Social Responsibility (CSR) activities; However, in the previous year, Company had spent an excess amount of Rs 65,880/- (Rupees Sixty Five Thousand Eight Hundred and Eighty only).

Hence the total amount required to be spent on CSR activities in the Financial Year 2023-2024 was Rs 1,39,39,320/- (Rupees One Crore Thirty Nine Lakhs Thirty Nine Thousand Three Hundred and Twenty only)

iii. your Company for the Financial Year 2023-2024, has spent an aggregate amount of Rs1,39,40,000/- (Rupees One Crore Thirty Nine Lakhs Forty Thousand only), for carrying out four (4) CSR Programmes, as mentioned in the Annual Action Plan of the Company, for the Financial Year 2023-2024, approved by the Board of Directors.

The Annual Report on CSR activities that includes details about brief outline on CSR Policy developed and implemented by your Company, Composition of CSR Committee and CSR Initiatives taken during the Financial Year 2023-2024, in accordance with Section 135 of the Act and other details required to be disclosed as per the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, is set out at Annexure I, forming part of this BoardRss Report.

RISK MANAGEMENT COMMITTEE:

The CompanyRss Board of Directors has the overall responsibility for the establishment and oversight of the CompanyRss risk management framework. The Board has established a Risk Management Committee in line with the provisions of Regulation 21 read with Part D of Schedule II of the Listing Regulations,

As on March 31,2024, the Risk Management Committee of the Board comprised of five (5) Members, the details of which are mentioned herein under:

The detailed terms of reference of the Committee and other details including number of Meetings held, has been provided in the Corporate Governance Report.

The “Risk Management Policy” is hosted on CompanyRss Website at https://www.bharatbiilee.com/media/1206/bbl risk-management-policy 04082021.pdf.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of Section 178(2) the Act, Regulation 17(10) of the Listing Regulations and the Guidance Note issued by SEBI, the Board of Directors of the Company, at its Meeting held on January 12, 2024, through Video Conferencing, evaluated the Annual Performance of Individual Directors, Board as a whole, Independent Directors and all the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Banking Committee on the basis of performance evaluation criteria approved by the Nomination and Remuneration Committee of the Company.

The criteria used for Performance Evaluation of the Independent Directors covers the areas relevant to their functioning as Independent Directors and is based on the expectation that they are performing their duties in a manner which should create and continue to build sustainable value for shareholders and in accordance with the duties and obligations imposed upon them.

Further, In accordance with the provisions of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on January 12, 2024, through Video Conferencing, where the Independent Directors of the Company assessed the annual performance Non-Independent Directors, Board and Chairman of the Company, on the basis of performance evaluation criteria approved by the Nomination and Remuneration Committee of the Company.

Responses of the Directors were sought by way of a structured questionnaire covering various aspects of the BoardRss and CommitteeRss functioning such as adequacy, effectiveness, diversity etc of the Board and on the structure, composition of Committees, attendance, participation, fulfillment of the functions etc. The observation / outcome of the evaluation was discussed and presented to the Chairman of the Board at the Meeting held on January 12, 2024.

There were no observations and actions pending to be taken by the Company and the Board was satisfied with all the processes being followed by the Management and is hopeful in continuing the same good governance practices in the Company.

BOARD DIVERSITY POLICY:

The Company has in place a Board Diversity Policy, which is hosted on the website of the Company, https://www. bharatbijlee.com/. The criteria for determining qualification, positive attributes, and independence of Directors are as per the Board Diversity Policy, Listing Regulations, and the Act.

VIGIL MECHANISM POLICY:

The Company has a “Whistle Blower Policy”, in line with the provisions of Section 178(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, for the highest degree of transparency, integrity and accountability.

As a part of the said Policy, appropriate avenues are provided to the Directors and employees of the Company, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, actual or suspected fraud, or violation of the CompanyRss code of conduct etc.

Details of “Vigil Mechanism Policy” are available on the internal employee portal as well as the website of the Company, i.e., https ://www.bharatbijlee.com/media/15062/ bbl whistle-blower-policy.pdf The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld.

The Policy also provides for direct access to the Chairperson of the Audit Committee. During the financial year under review, no employee has been denied access to the Chairman of the Audit Committee. Also, Whistle blower complaints, if any and their redressal are discussed at the meeting of Audit Committee of the Board. During the financial year under review, no such complaints were received.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE:

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender or hierarchy and expects responsible conduct and behaviour on the part of employees at all levels.

To foster a positive workplace environment, free from harassment of any nature, your Company has institutionalized the RsPolicy for Prevention and Redressal of Sexual HarassmentRs in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred

as “the said Act”) and Rules made there under, through which we address complaints of sexual harassment at the all workplaces of the Company. The said policy has been uploaded on the internal portal of the Company for information of all employees.

As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (RsICCRs) at the Registered Office, Works and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

The ICC has been constituted covering the offices at Mumbai / Navi Mumbai, consisting of the following Members:

Also, each branch of the Company, has its own ICC consisting of officers from Serial no. 1, 3 and 4, as mentioned herein above, along with two more members employed at the branches, one of them consisting of a woman employed in those respective branches.

Company had conducted a Training Session on “POSH awareness”, wherein 91 Management staff and 53 Workmen, accordingly total 144 employees have been covered in the year 2023-2024.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases fled under Sexual Harassment and their disposal for the financial year under review, is as under:

DIRECTORSRs RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors hereby confirms that:

a. i n the preparation of the Annual Financial Statements for the Year ended March 31, 2024, the Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI) have been followed along with proper explanations relating to material departures, if any;

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the Profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF UNCLAIMED EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) SUSPENSE ACCOUNT:

Pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (RsIEPF RulesRs), (including any statutory modification(s) / re-enactment(s) / amendment(s) thereof, for the time being in force), the dividend which remains unclaimed / unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund Authority (RsIEPFRs) established by the Central Government. Also, according to the IEPF Rules, the shares in respect of which dividend has not been paid / claimed by the Shareholders for seven (7) consecutive years or more, shall also be transferred to demat account created by the IEPF Authority.

However, the Shareholders are entitled to claim their shares including all the corporate benefits accruing on such shares, if any, from the IEPF Authority by submitting an online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature recorded with the Company along with requisite documents enumerated in the Form IEPF-5, to the CompanyRss RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the shares, are available on the website of the IEPF, i.e., on www.iepf.gov.in.

Please note, during the year under review, there was no amount or share(s) which was required to be transferred to the Investors Education and Protection Fund as per the provisions of Section 125(2) of the Act, as the Company did not declare a dividend for the F.Y. ended on March 31,2016.

The details of Nodal Officer of the Company, in line with the provisions of IEPF Regulations are available on the Company website and can be accessed through the link : https://www.bharatbiilee.com/companv/investor-relations/ investor-contact/

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Information as required under the provisions of Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) / amendment(s) / re-enactment thereof, for the time being in force), is set out in Annexure II hereto, which forms part of this BoardRss Report.

CORPORATE GOVERNANCE:

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI Listing Regulations. A separate Report on Corporate Governance is annexed as Annexure IV, and forms integral part of this BoardRss Report along with the requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Messrs N. L. Bhatia and Associates, Practicing Company Secretaries, Mumbai, Secretarial Auditors of the Company, pertaining to the compliance of conditions of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:

Pursuant to Regulation 34(2)(f) read with Schedule V of the Listing Regulations, a separate Report on Management Discussion and Analysis (RsMDARs) forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINAIBILITY REPORT:

In line with Regulation 34(2)(f) of the Listing Regulations, a Business Responsibility and Sustainability Report (BRSR) forms an integral part of this BoardsRs Report, as Annexure VI.

STATUTORY AUDITOR AND THEIR REPORT:

Messrs Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration Number : 117366W/W-100018), Mumbai, on the recommendation of the Audit Committee and as approved by the Board, were appointed as Statutory Auditors of the Company, at the 75^th Annual General Meeting, of the Company, held on Wednesday, September 28, 2022, for a second (2^nd) term of five (5) consecutive years, commencing from the conclusion of the 75^th AGM till the conclusion of the 80^th AGM of the Company, at such remuneration plus applicable tax and reimbursement of out-of pocket expenses incurred by them during the course of audit, as Board of Directors / Audit Committee may fix in this behalf.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2024:

The AuditorRss report given by Messrs Deloitte Haskins & Sells, LLP, Statutory Auditors, on the Financial Statements of the Company, for the year ended March 31, 2024, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

REPORTING OF FRAUDS:

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Act (including amendments), during the f nancial year under review, to the Audit Committee or the Board of Directors and hence, as such there is nothing to report by the Board under Section 134 (3)(ca) of the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

Pursuant to Clause 9 of the Secretarial Standard - 1 (SS-1), your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the Financial Year under review.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai (Firm Registration No.: P1996MH055800), as its Secretarial Auditor to undertake

the secretarial audit of the Company for the financial year

2023- 2024.

The Report on Secretarial Audit for the financial year 20232024, in Form MR-3, as Annexure V, forms integral part of this BoardRss Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

In terms of Section 204 of the Act, on the recommendation of the Audit Committee, the Board of Directors at its Meeting held on May 26, 2024, appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai, (Firm Registration No.: P1996MH055800), as the Secretarial Auditors of the Company for the Financial Year

2024- 2025. The Company has received their consent for the said appointment.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to the Regulation 24A of the Listing Regulations, read with SEBI Circular No CIR/CFD/CMD1/27/2019, dated February 08, 2019, Messrs N. L. Bhatia & Associates, Practicing Company Secretaries carried out the audit for the financial year 2023-2024, for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

The said Annual Secretarial Compliance Report for the Financial Year 2023-2024, was fled with Stock Exchange(s),

i.e. on BSE Limited and on National Stock Exchange of India Limited, within 60 days from the Financial Year ended March 31, 2024.

COST AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 (including any amendment(s), modification(s), variation or re-enactment thereof for the time being in force), and as per the recommendation of the Audit Committee, the Board of Directors at its Meeting dated May 26, 2024, have appointed Messrs P M. Nanabhoy & Co., Cost Accountants (Firm Registration No.: 000012), as the Cost Auditors of the Company, for the Financial Year 2024-2025, to audit the cost records of Electric Motors, Power Transformers, Drives and Magnet Technology Machines, at a remuneration as mentioned in the Notice of the 77^th AGM.

A Certificate from Messrs P M. Nanabhoy & Co., has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specif ed under Section 141 of the Act and the Rules framed there under.

A resolution seeking MemberRss approval for the remuneration payable to Cost Auditors forms part of the Notice convening 77^th AGM of the Company and the same is recommended for approval of Members.

The Cost Audit Report for the Financial Year ended March 31, 2023, issued by Messrs P M. Nanabhoy & Co., Cost Auditors, in respect of the various products prescribed under Cost Audit Rules does not contain any qualification(s), reservation(s) or adverse remark(s) and the same was fled with the Ministry of Corporate Affairs on July 28, 2023. The Cost Audit Report for the Financial Year ended March 31, 2024 will be fled with the Ministry of Corporate Affairs within stipulated time.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the Financial Year under review, no Corporate Insolvency Resolution Process (CIRP) was Initiated against your Company, under the “Insolvency and Bankruptcy Code, 2016” (IBC) (as amended).

EXTRACT OF ANNUAL RETURN:

Pursuant to amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, wherein, instead of attaching an extract of annual return to the DirectorsRs Report, the Company can host a copy of Annual Return on the website of the Company and a web link of the same to be given in the DirectorsRs Report.

Accordingly, a copy of Annual Return for the financial year ended March 31, 2024, is available on the website of the Company at the below link: https://www.bharatbijlee.com/ company/investor-relations/disclosures/annual-return/

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III which forms part of this BoardRss Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

Except as disclosed elsewhere in this BoardRss Report, no material changes and commitments which could affect the CompanyRss financial position have occurred since the

close of the financial year, i.e., March 31, 2024, till the date of this BoardRss Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

For the year under review and till the date of this BoardRss Report, there are no signif cant and / or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in future.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events relating to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of Shares (including sweat Equity shares) to employees of the Company under any Scheme;

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3) (c) of the Act).

APPRECIATION:

The Directors place on record their sincere thanks to the customers, employees, bankers, business associates, consultants, various Government Authorities and other stakeholders for their continued support extended to the Company during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.