Bajel Projects Ltd

Dear Members,

The Directors are pleased to present the Company's 3^rd (Third) Annual Report and the audited financial statements for the financial year ended March 31, 2025.

( H in crore, except for EPS)

( H in crore, except for EPS)

Return on Capital Employed and EPS for the financial year ended March 31, 2025, and for the last financial year, are given below:

The financial results of the Company are elaborated in the Management Discussion and Analysis Report, which forms part of the Annual Report.

During the financial year 2024-25:

Revenue from operations on standalone basis increased to H 2,598.24 crore as against H 1,169.21 crore in the previous year - a growth of 122.22 %.

Cost of goods sold as a percentage to revenue from operations increased to 85.37% as against 81.61%* in the previous year.

Employee cost as a percentage to revenue from operations decreased to 4.63% (H 120.40 crore) as against 6.83% (H 79.86 crore) in the previous year.

Other expense as a percentage to revenue from operations decreased to 7.72% (H 200.49 crore) as against 10.67% (H 124.77* crore) in the previous year.

The Profit after Tax for the current year is H 15.46 crore as against profit of H 4.29 crore in the previous year - a growth of 260.37%.

On a consolidated basis, the group achieved revenue of H 2,598.24 crore. Net profit for the group for the current year is H 15.46 crore.

As of March 31, 2025, the gross property, plant and equipment, investment property and other intangible assets including leased assets, stood at H 141.17 crore and the net property, plant and equipment, investment property and other intangible assets, including leased assets, at H 77.53 crore. Capital Expenditure during the year amounted to H 34.49 crore (H 12.39 crore in the previous year).

The Company's cash and cash equivalent as at March 31, 2025 was H 55.68 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 are reported for March 2025 are for the period from 01^st April, 2024 to 31^st March, 2025.

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

*Previous Year (i.e. FY 23-24) figures were regrouped or reclassified wherever necessary.

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 2024-25. 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 shares capital of the Company as on March 31, 2025, was H 23.12 crore. The increase in number of shares during the year is on account of (i) allotment of 56,200 equity shares of H 2 each on June 12, 2024; (ii) allotment of 1,95,326 equity shares of H 2 each on September 13, 2024; (iii) allotment of 45,550 equity shares of H 2 each on December 17, 2024; and (iv) allotment of 21,857 equity shares of H 2 each on February 21, 2025, 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"). The listing fees for the financial year 2025-26 has been paid to the Stock Exchanges.

The Company's shares are compulsorily tradable in electronic form. As on March 31, 2025, 100% of the Company's total paid up capital representing 11,56,02,685 equity shares are in a dematerialised form.

In accordance with provisions of the Demerger Scheme ("Scheme") , the Company had 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 (Bajaj

Electricals Limited) 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").

Shareholders holding shares of Demerged Company as on the above Record Date in physical mode, along with the equity shares of Company allotted to those shareholders have been kept in a Escrow Account. We request the shareholders to provide the details of their demat account and such further information and documents to M/s MUFG 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 the 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.

Further, during the financial year 2024-2025, Company has not taken any loans / advances from any of its Directors.

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

In line with the requirements of the Act 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 on an arm's length basis. There are 2 (two) Material related party transactions i.e. transactions exceeding H 1,000 crore or 10% of the annual consolidated turnover whichever is less, as per the last audited financial statements, were entered during the year by the Company for which approval was obtained. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 ("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. 40 to the standalone and Note No. 41 consolidated 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 1 & 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 and company does not have any listed non-convertible securities.

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 D 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 and consolidated 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, 2025, and the date of this Board's Report i.e., May 22, 2025.

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 onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

The Company has a Corporate Social Responsibility ("CSR") policy and has constituted a CSR Committee as required under the Act for implementing various CSR activities. The CSR Committee of Mr. Shekhar Bajaj, as the Chairman of the Committee, and Mr. Rajesh Ganesh, Dr. 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

Other details about the CSR Committee are provided in the Corporate Governance Report which forms part of this Report. The Company has implemented various CSR projects directly and/or through implementing partners and the said projects undertaken by the Company are in accordance with its CSR Policy, and Schedule VII to the Act. Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is given in Annexure E, which forms part of this Report.

Pursuant to amendment in the SEBI Listing Regulations, the top 1,000 listed entities based on market capitalisation are required to submit a Business Responsibility and Sustainability Report ("BRSR") with effect from the FY 2023-24. Accordingly, a detailed BRSR in the format prescribed by SEBI describing various initiatives, actions, and process of the Company in conducting its business in line with its environmental, social and governance obligations forms part of the Annual Report.

As a green initiative, the same has been hosted on Company's website and can be accessed at https:// bajelprojects.com

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 M/s. S R B C & Co., Statutory Auditors confirming compliance with the conditions of Corporate Governance;

c. A certificate of Non-Disqualification of Directors from M/s. Anant Khamankar & Co., 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.

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, 2025, 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 a 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

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").

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, which forms part of this Report. 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 14, 2025.

Additionally, during the year under review, with the approval of the Nomination & Remuneration Committee and Board of Directors at their respective meetings held on 29^th April, 2024, and with the approval of the shareholders via Special Resolution dated May 14, 2024, the Company adopted a new Employees Stock Option Plan – 2024 for issuance of equity shares of the Company in the form of Employee Stock Options to its eligible employees, in accordance with the SEBI SBEB Regulations. This ESOP Plan will eventually result in the grant of upto 57,64,187 (Fifty-Seven Lakhs Sixty-Four Thousand One Hundred and Eighty-Seven) Options multiple tranches to eligible employees of the Company.

Pursuant to demerger, the Company has certain irrevocable Employee Welfare Trusts, namely: (i) Bajaj Electricals Limited Employees' Welfare Fund No. 1; (ii) Bajaj Electricals Limited Employees' Welfare Fund No. 2; (iii) Bajaj Electricals Limited Employees' Welfare Fund No. 3; (iv) Bajaj Electricals Limited Employees' Welfare Fund No. 4; and (v) Bajaj Electricals Limited Employees' Housing Welfare Fund (collectively, the "Employee Welfare Trusts"). The benefits of these Employee Welfare Trusts extend to all employees of the Company and Bajaj Electricals Limited. The Board of the Company had relinquished control over these Trusts in the past.

Following the demerger, the managements of the Company and Bajaj Electricals have jointly realigned the governance and operational framework of the Employee Welfare Trusts to safeguard employee interests and ensure effective administration. It has been mutually agreed that the Employee Welfare Trusts-related expenditure shall be shared between the two entities in the ratio of 67.03:32.93, based on their respective net worth prior to the demerger. The Governing Bodies of the Employee Welfare Trusts have also been reconstituted with proportionate representation from both entities, and all key decisions shall be made jointly.

While neither of the Boards exercise unilateral control over the Employee Welfare Trusts, joint control has been established for accounting purposes. Accordingly, the Employee Welfare Trusts have been consolidated as a joint venture in the consolidated financial statements.

As on March 31, 2025, your Company has five (5) irrevocable Employee Welfare Trusts in the form of Bajaj Electricals Limited Employees' Welfare (4 Funds) and Bajaj Electricals Limited Employees' Housing Welfare Fund, which have been recognised as Joint Ventures for the purpose of consolidation in the Company's consolidated financial statements.

Bajaj Electricals Limited Employees' Welfare Fund 1: Total income of Bajaj Electricals Limited Employees' Welfare Fund No 1 for the financial year 2024-25 stood at H 3.74 crore (Previous Year: H 1.69 crore). Loss for the year was H 4.66 crore (Previous Year Profit: H 0.76 crore).

Bajaj Electricals Limited Employees' Welfare Fund 2: Total income of Bajaj Electricals Limited Employees' Welfare Fund No 2 for the financial year 2024-25 stood at H 6.76 crore (Previous Year: H 1.82 crore). Loss for the year was H 2.05 crore (Previous Year Profit: H 1.43 crore).

Bajaj Electricals Limited Employees' Welfare Fund 3: Total income of Bajaj Electricals Limited Employees' Welfare Fund No 3 for the financial year 2024-25 stood at H 5.07 crore (Previous Year: H 3.67 crore). Loss for the year was H 3.27 crore (Previous Year Profit: H 2.57 crore).

Bajaj Electricals Limited Employees' Welfare Fund 4: Total income of Bajaj Electricals Limited Employees' Welfare Fund No 4 for the financial year 2024-25 stood at H 4.21 crore (Previous Year: H 4.11 crore). Profit for the year was H 1.55 crore (Previous Year Loss: H 0.11 crore).

Bajaj Electricals Limited Employees' Housing Welfare Fund: Total income of Bajaj Electricals Limited Employees' Housing Welfare Fund for the financial year 2024-25 stood at H 0.15 crore (Previous Year: H 0.16 crore). Loss for the year was H 0.27 crore (Previous Year Loss: H 0.05 crore).

Under the provisions of Section 129(3) of the Act, a Report on the performance and financial position of the joint venture in Form AOC-1 is given in Annexure C, which forms part of this Report.

In accordance with the fourth proviso to Section 136(1) of the Act, the Annual Report of Company, containing therein its Standalone and Consolidated Financial Statements are available on the Company's website at https:// bajelprojects.com. Further, as per fifth proviso to the said Section, the annual accounts of the joint venture of the Company are also available on the Company's website at https://bajelprojects.com. Any member who may be interested in obtaining a copy of the aforesaid documents may write to the Company Secretary at the Company's Registered Office. Further, the said documents will be available for examination by the shareholders of the Company at its Registered Office during all working days except Saturday, Sunday, Public Holidays and National Holidays, between 11.00 a.m. and 01.00 p.m.

The Policy for Determining Material Subsidiary as approved by the Board may be accessed on the Company's website at: https://bajelprojects.com.

The financial statements of the Company for the year ended March 31, 2025, as per Schedule III to the Act forms part of this Report.

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the joint venture prepared in compliance with the Act, applicable Accounting Standards and the SEBI Listing Regulations, and they form a part of this Report.

Appointments / Re-appointments / Resignation of Directors, and those coming up for retirement by rotation.

Duringtheyearunderreview,ontherecommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on May 22, 2025, appointed Mr. Sudarshan Sampathkumar (DIN: 01875316) 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 May 22,2025 to May 21, 2030. His appointment is not liable to retire by rotation, to be approved and regularised as an Independent Director by the shareholders in the upcoming Annual General Meeting scheduled on August 14, 2025.

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mr. Ajay Suresh Nagle (DIN:00773616) 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. Ajay Suresh Nagle for the consideration of the Members of the Company. The relevant details including the profile of Mr. Ajay Suresh Nagle 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 seven (07) Directors, out of which, five (5) are Non-Executive Directors (NEDs) including one (1) Woman Directors. NEDs represent 71.43% of the total strength. Further, out of the said five (5) NEDs, four (4) are Independent Directors, comprising one-woman independent director, representing 57.14% 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 registrations 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 and are either exempt or have completed the online proficiency self - assessment test conducted by the Indian Institute of Corporate Affairs the in accordance with the provisions of Section 150 of the Act. 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 and they possess necessary expertise, integrity, experience, and proficiency in their respective fields. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole, along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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, there has been a change in the Key Managerial Personnel of the Company. The Board of Directors of the Company, at its meeting held on April 03, 2025 and April 04,2025, has:

a. Taken on record the resignation of Mr. Binda Misra, Company, Chief Financial Officer and Key Managerial Personnel of the Company, with effect from the close of business hours on April 30, 2025; and

b. Considered and approved the appointment of Mr. Nitesh Bhandari, as the new Chief Finance Officer and Key Managerial Personnel of the Company with effect from the start of business hours on May 01, 2025.

Consequently, as on date of the report, the Board has designated Mr. Rajesh Ganesh, Managing Director & Chief Executive Officer, Mr. Ajay Suresh Nagle, Executive Director, Company Secretary & Chief Compliance Officer and Mr. Nitesh Bhandari, Chief Financial Officer, as Key Managerial Personnel of the Company, pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Rules framed thereunder.

Except as stated above, there were no other changes in the Key Managerial Personnel of the Company during the year under review since the last report.

Detailed information on the directors is provided in the Corporate Governance Report, which forms part of this Annual Report.

Seven (07) Board meetings were held during the financial year 2024- 25. 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 2024-25 forms part of the Corporate Governance Report.

As on March 31, 2025, 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 a 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 a 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 and Senior Management 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 Director 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 said policy also includes a criterion for making payments to all the non-executive directors of the Company (including independent directors).

The above Policy is given in Annexure F, 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 and consolidated 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 minimisation 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 the Management submissions on 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. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

The Audit Committee comprises of three Directors viz. Mr. Maneck Davar as the Chairman of the Committee, and Dr. 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.

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year 2024-25 and the date of this Report.

The Members at their 1^st Annual General Meeting ("1^st 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. In this regard, Messrs R. Nanabhoy & Co. (Firm Registration No.000010), Cost Accountants carried out the cost audit for applicable businesses during the financial 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.6 of the Notice of the ensuing AGM.

As per the provisions of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records are maintained.

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, 2025, 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 G 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 a Secretarial Audit for the financial year 2024-25 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, in respect of which dividend was not paid or claimed by the members for seven consecutive years or more of demerged Company, their shares consequent to the Demerger Scheme have been transferred by the Company to IEPF.

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 H which forms part of this Report.

The Company maintains a policy of employee welfare at each level and remains committed to enhancing their competency and contribution. Company has put in a concerted efforts to onboard right talent, keeping in mind the ambitious goals set out for future. 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, 2025, is as follows:

Number of complaints pending as on Nil the beginning of the financial year Number of complaints filed during Nil the financial year Number of complaints pending as on Nil the end of the financial year

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 I, 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, 2025, 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.

OTHER DISCLOSURES / CONFIRMATIONS 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 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, as the Company has not done any issue, and the Company got listed pursuant to demerger scheme.

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.

2A of the Part A of Schedule V of the SEBI Listing Regulations– Annexure D; e. Annual Report on CSR Activities – Annexure E;

f. Nomination and Remuneration Policy of the Company – Annexure F; g. Secretarial Audit Report – Annexure G;

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

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

ANNEXURES a. Dividend Distribution Policy – Annexure A; b. AOC-2 – Annexure B; c. AOC-1- Annexure C

d. Disclosure of transaction pursuant to the provisions of Regulation 34(3) read with clause