Bharat Bijlee Ltd

REPORT OF THE DIRECTORS TO THE MEMBERS

The Directors are pleased to present their 78^th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2025.

The global economy, which entered 2025 on a strong note of resilience, is caught in a storm of escalating trade tensions and a heightened wave of uncertainty around the scope, timing, and intensity of tariffs. What is more certain, however, is that trade wars and escalating tariffs could have a deleterious impact on growth and fuel inflation, not just in the countries directly involved but for the global economy as a whole. The Indian economy continues to demonstrate resilience in this turbulent global environment, as the growth momentum is supported by robust sectoral performance and improving consumption trends.

The India Manufacturing Purchasing Managers' Index (PMI) recovered in H2:2024-25 above 50 signaling sustained growth.

According to a May 2025 Press Note from the National Statistical Office – Ministry of Statistics & Programme Implementation, gross fixed capital formation (GFCF) in 2024-25 expanded by 7.1% on the back of 9% in 2023-24, thus improving its share of GDP to 33.7% from 33.5%. Real GDP has been estimated to grow by 6.5% in FY 2024-25. Nominal GDP has witnessed a growth rate of 9.8% in FY 2024-25.

The Indian economy recorded a sequential pick-up in growth during Q3:2024-25 driven by private consumption and government spending. Supply chain pressures remained below historical average levels, despite a marginal uptick in February. Base metal prices increased in February and early March, supported by expectations of additional stimulus in China and weakening of the US dollar. Globally policymakers are now walking a tightrope, having to balance the upward strain of rising prices on account of tariffs and currency depreciation, as well as the downward pressure on inflation from economic slowdown. Domestically, macroeconomic fundamentals remain strong, and economic growth is poised to sustain momentum driven by robust domestic demand, steady investment activity, and ongoing policy-driven infrastructure development along with a pick-up in government spending. Although volatility in commodity prices and weather anomalies remain potential upside risks to the overall inflation outlook.

Central banks have either lowered their policy rates or maintained a status quo in their latest policy meetings. The Indian economy recorded a sequential pick-up in growth during Q3:2024-25 and Q4:2024-25 driven by private consumption and government spending.

Your Company is making substantial investments in newer and efficient products and capacities to seize opportunities in the market, and consolidate its market position in mainstay product verticals.

( in Crores)

Your Directors are pleased to recommend a Dividend of

35/- (Rupees Thirty Five only) per fully paid-up equity share of Face Value of 5/- (Rupees Five only) each, i.e., @ 700%, for the Financial Year 2024-2025, subject to approval of the Members at the ensuing 78^th Annual General Meeting (AGM) of the Company.

The total cash out flow on account of payment of Dividend for the year (if approved) will involve a sum of

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 78^th AGM, will be paid to the Shareholders whose names appear in the Register of

Members of the Company as on record date i.e., Thursday, September 04, 2025, 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 terms of the provisions of the Income-tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the proposed dividend for the year ended March 31, 2025 after deduction of tax at source.

The Company forms part of the List of Top 1000 listed entities, based on Market Capitalisation, as on March 31, 2025. 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 Company's Website at https://www.bharatbijlee.com/ media/20440/bbl_div-dist-policy_04082021.pdf. The said Policy lays down various factors which are considered by the Board while recommending the dividend for the year.

The paid-up share capital of the Company as on March 31, 2025 was 5,65,15,600/-, divided into 1,13,03,120 equity shares of face value 5/- (Rupees Five only) each, fully paid-up.

On and from April 24, 2024, i.e. "the Record Date", the equity shares of the Company have been sub-divided, such that, 1 (One) Equity Share of face value of 10/- (Rupees Ten only) each, fully paid up, was sub-divided into 2 (Two) Equity Shares of face value of 5/- (Rupees Five only) each, fully paid up, ranking pari-passu in all respects. Other than the aforementioned, there is no change in the capital structure since the previous year.

Income from Sales and Services for the Company, at

1,901.69 crores (compared to 1,872.48 Crores in the previous year), was higher by 1.56%. The profit before tax was higher by 2.84%, from 174.07 Crores in the previous year, at 179.02 Crores.

The finance cost for the year decreased by 39.45% to

12.48 Crores compared to 20.61 Crores in the previous year due to effective working capital management. The free reserves of the Company as on March 31, 2025 increased by 88.31 Crores to 767.07 Crores. The credit rating for the bank facilities enjoyed by the Company has been continuing at ICRA AA- (Stable) (Long Term) and ICRA A1+ (Short Term).

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, 2025 was 1,892 as compared to 1,806 in the previous year.

The Company has no Subsidiary / Joint Venture / Associate Companies during the financial year ending March 31, 2025. Accordingly, a Statement under the provisions of Section 129(3) of the Companies Act, 2023 ("the Act"), containing salient features of the financial statements of the Company's subsidiary(ies) in Form AOC-1 is not enclosed.

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 2024-2025, and as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

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

Company's 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 and effective as at March 31, 2025.

All contracts / arrangements / transactions entered by the Company during the Financial Year 2024-2025, 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 arm's 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. 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/bblfirelated-party-transactions-policy.pdf.

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

Particulars of loans given, guarantees provided or investments made by the Company, wherever applicable, during the financial 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).

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Nakul P. Mehta (DIN: 00056561), Managing Director and Mr. Prakash V. Mehta (DIN 00001366), Non-Executive (Non-Independent) Director, on the Board of the Company, being longest in the office, shall retire by rotation at the ensuing 78^th AGM and being eligible, offers themselves for their respective re-appointment.

During the period under review, at the 77^th Annual General Meeting of the Company, held on August 29, 2024, the Members, with requisite majority, based on the recommendation of Nomination and Remuneration Committee as well as Board, approved: 1. the appointment of Mr. Joseph C. A. D'Souza (DIN: 00010576), Mr. Premal P. Madhavji (DIN: 02101791) and Mr. Jehangir H. C. Jehangir (DIN 00001451), as respective Independent Directors of the Company, for a term of five (5) consecutive years, commencing from September 09, 2024 to September 08, 2029; 2. the re-appointment of Mrs. Mahnaz A. Curmally (DIN 06907271), Independent Director of the Company, for a second term of five (5) consecutive years, commencing from September 09, 2024 to September 08, 2029; 3. the re-appointment of Mr. Shome N. Danani (DIN: 00217787), as the "Whole-time Director", designated as an "Executive Director", of the Company, for a further period of five (5) consecutive years with effect from January 28, 2025 to January 27, 2030; 4. the appointment (re-designation) of Mr. Prakash V._Mehta, Mr. Sanjiv N. Shah (DIN 00007211), Mr._Jairaj C. Thacker (DIN 00108552) and Mr. Rajeshwar D._Bajaaj (DIN 00087845), as respective Non-Executive (Non-Independent) Directors, with effect from September 09, 2024;

Further, at the said 77^th AGM, respective Special Resolutions were passed, pursuant to Regulation 17(1A) of the Listing Regulations, and other applicable provisions, if any, of the Act, 2013 read with the rules framed thereunder, which allows:

5. Mr. Jehangir H. C. Jehangir, who shall be attaining the age of 75 years on November 23, 2028, to continue as an Independent Director, on and after November 23, 2028 till the expiry of his term as an Independent Director of the Company, i.e., upto September 08, 2029;

6. Mrs. Mahnaz A. Curmally, who has already attained the age of 75 years, to continue as an Independent Director, on and after September 09, 2024 till the expiry of her second term as an Independent Director of the Company, i.e. upto September 08, 2029;

7. Mr. Prakash V. Mehta, who has already attained the age of 75 years, to continue as a Non-Executive (Non-Independent) Director, on and after September 09, 2024, subject to retirement by rotation.

8. Mr. Jairaj C. Thacker, who shall be attaining the age of 75 years on December 03, 2026, to continue as a Non-Executive (Non-Independent) Director, on and after December 03, 2026, subject to retirement by rotation.

9. Mr. Rajeshwar D. Bajaaj, who has already attained the age of 75 years, to continue as a Non-Executive (Non-Independent) Director, on and after September 09, 2024, subject to retirement by rotation.

Accordingly, with the introduction of the new set of Independent Directors as well as continuation and re-designation of the former Independent Directors as Non-Executive Directors (Non-Independent), the Board of Bharat Bijlee Limited, with effect from September 09, 2024, is as under:

None of the existing Directors of your Company 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, 2025, your Company had Eleven (11) Directors consisting of Four (4) Independent Directors, including one (1) Woman Director, Four (4) Non-Executive Directors and Three (3) Executive Directors.

Necessary Resolutions relating to Directors who are seeking re-appointment, as required under Regulation 36 of the Listing Regulations / SS-2, is disclosed as part of the Notice dated July 23, 2025, of the ensuing 78^th AGM.

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").

Mrs. Curmally, Mr. D'Souza and Mr. Jehangir are exempt from the requirement to undertake and pass the online pro_ciency self-assessment test as per the proviso to Rule 6(4) of Companies (Appointment and Qualification of Directors)

Rules, 2014. Mr. Madhavji has successfully qualified the said online pro_ciency self-assessment test, on March 04, 2025. 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 M/s. N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai dated July 15, 2025, 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.

As on the date of this Boards' 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:

The Board of Directors oversees the overall functioning of the Company and sets targets for future, lays down strategies and action plan to achieve its Vision on a collective basis.

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. The Agenda items are comprehensive and informative in nature to facilitate deliberations and appropriate decision making at the Board meeting. Presentations are made to the Board on various functional and operational areas of the Company as well as on major projects, financial performance, etc The Agenda placed before the Board inter-alia includes all statutory, other significant and material information, including the information mentioned in Regulation 17(7), read with Part A of Schedule II of Listing Regulations. During the financial year under review, Five (5) Board Meeting were held, out of which One (1) Meeting dated September 16, 2024 was held in person and rest of the Four (4) were held through Video Conferencing. Details are outlined herein under:

All recommendations made by the Board Committees were duly accepted by the Board. Further, all decisions of the Board were passed with unanimous consent and therefore no dissenting views were captured and recorded as part of the minutes.

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 Board's 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 February 04, 2025, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent 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.

Effective from September 09, 2024, the Audit Committee of the Board of the Company, was reconstituted. The composition of the Audit Committee as on March 31, 2025 is as follows:

*appointed as Chairman of the Committee, with effect from. September 30, 2024.

The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company held on August 29, 2024.

The Company Secretary of the Company acts as a Secretary to the Committee.

Mr. Prakash Mehta as well as Mr. Jairaj Thacker ceased to be the Members of the Committee on closing business hours of September 08, 2024, on account of their respective completion of second term as Independent Directors and thereafter re-designation as Non-Executive (Non-Independent) Directors on the Board of the Company. Mr. Sanjiv Shah, ceased to be the Chairman of the Audit Committee, on closing business hours of September 08, 2024, on account of his completion of his second term as Independent Director. He was re-appointed as the Member of the Audit Committee, w.e.f. September 09, 2024, in the capacity as the Non-Executive (Non-Independent) Director on the Board of the Company.

All the Members of the Committee are well versed with finance, accounts, corporate laws and general business practices. Mr. D'Souza, Chairman of the Committee, has a Master's Degree in Commerce, a Master's Degree in Business Administration and is a Senior Executive Program (SEP) graduate of the London Business School, All the Members have been appropriately notified about their role and responsibilities, for being part of the Audit Committee of the Board, in line with Part C of Schedule II read with Regulation 18 as well as Regulation 23 Listing Regulations and Section 177 of the Act and rules made there under. The Committee acts as a link between the Statutory and Internal Auditors and the Board of the Company. During the Financial Year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors. 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 Auditors to attend the Committee Meeting as and when required. 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 Board's Report.

Effective from September 09, 2024, the Nomination and Remuneration Committee (‘NRC') of the Board of the Company, was reconstituted. The composition of the NRC as on March 31, 2025 is as follows:

Mr. Sanjiv Shah ceased to be the Chairman of the Committee and Mr. Jairaj Thacker ceased to be the Member of the Committee, on closing business hours of September 08, 2024, on account of their respective completion of second term as Independent Directors and thereafter re-designation as Non-Executive (Non-Independent) Directors on the Board of the Company. Mr. Prakash Mehta ceased to be the Member of the Committee, on closing business hours of September 08, 2024, on account of his completion of his second term as Independent Director. He was re-appointed as the Member of the Nomination and Remuneration Committee, w.e.f. September 09, 2024, in the capacity as the Non-Executive (Non-Independent) Director on the Board of the Company. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company held on August 29, 2024.

The Company Secretary of the Company acts as a Secretary to the Committee.

All the Members have been appropriately notified about their role and responsibilities, for being part of the Nomination and Remuneration Committee of the Board, in line with

Part D(A) of Schedule II read with Regulation 19 of the Listing Regulations and Section 178 of the Act and rules made there_under.

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 Boards' Report. 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 Company's website at, https://www.bharatbijlee.com/media/1208/bbl_ nomination-and-remuneration-policy_27052021.pdf.

The Company's Stakeholders' Relationship Committee is responsible for the satisfactory redressal of shareholders'/ investors' 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. Effective from September 09, 2024, the Stakeholders' Relationship Committee (‘SRC') of the Board of the Company, was reconstituted. The composition of the SRC as on March 31, 2025 is as follows:

Mr. Prakash Mehta ceased to be the Chairman of the Committee, on closing business hours of September 08, 2024, on account of his completion of his second term as

Independent Director. He was re-appointed as the Chairman of the Stakeholders' Relationship Committee, w.e.f. September 09, 2024, in the capacity as the Non-Executive (Non-Independent) Director on the Board of the Company. Mr. Sanjiv Shah ceased to be the Member of the Committee, on closing business hours of September 08, 2024, on account of his completion of second term as Independent Directors and thereafter re-designation as Non-Executive (Non-Independent) Director on the Board of the Company. All the Members have been appropriately notified about their role and responsibilities, for being part of the Stakeholders' Relationship Committee of the Board, in line with Part D(B) of Schedule II read with Regulation 20 of the Listing Regulations and Section 178 of the Act and rules made there under.

The Chairman of the Stakeholders' Relationship Committee was present at the last Annual General Meeting of the Company held on August 29, 2024, to answer the shareholders queries.

Mr. Durgesh N. Nagarkar, the Company Secretary, is the Compliance Officer under the Listing Regulations.

During the financial year under review, 6 complaints were received and resolved. There are no complaints pending to be resolved at the end of the year under review. The Company has created a dedicated e-mail address: investorcare@ bharatbijlee.com exclusively for investors to enable them to raise their grievances, if any. 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.

Effective from September 09, 2024, the Corporate Social Responsibility (CSR) Committee of the Board of the Company, was reconstituted. The composition of the CSR Committee as on March 31, 2025 is as follows:

Mr. Jairaj Thacker ceased to be the Member of the CSR Committee, on closing business hours of September 08, 2024, on account of his completion of second term as Independent Director. He was re-appointed as the Member of the CSR Committee, w.e.f. September 09, 2024, in the capacity as the Non-Executive (Non-Independent) Director on the Board of the Company.

All the Members have been appropriately notified about their role and responsibilities, for being part of the CSR Committee of the Board, in line with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company Secretary of the Company acts as a Secretary to the CSR Committee.

For the Financial Year 2024-2025, Company's CSR endeavors centered on initiatives pertaining to Education, Livelihoods, Industrial Training and Skill Development sectors. These 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.

The CareerAware program was implemented for 8,188 students studying in 92 government schools in Mumbai and Thane. The end-line assessment showed that 75% of students rated the program 4 out of 5 for helping them understand career paths and how to explore them. 88% of planned parent sessions were completed with 4,798 attendees. Facilitators received ongoing support through monthly workshops, weekly check-ins, and classroom observations, ensuring program quality. Antarang supported the Maharashtra government in establishing a Career Education Unit and contributed to the design of a career education framework for Grades 8–12, moving toward statewide institutionalization.

2. 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.

Anubhuti directly engaged with 1,626 youth and 12,000 indirectly, across four districts and multiple cultural communities, focusing on NT-DNT and ST youth. Several interventions were conducted, including community and institutional training programs, career fairs, staff training, student conferences, career dialogues and educational visits based on community needs. 25+ youth and women leaders from the communities were trained to drive career leadership and resilience among vulnerable youth.

Overall, with BB's three-year support, Anubhuti has catalyzed transformative change among NT-DNT communities— enabling marginalized youth to access higher education and inspiring families to prioritize dignity and aspirations over traditional labour. Community engagement has deepened, leading to expanded work in civic access and transport.

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

The Trust's focus lies in the area of vocational education, technical education and skill development.

ITI courses (Electrician, Technician Power Electronics System, Lift & Escalator Mechanic & Electronics Mechanic) were effectively conducted for 176 students. Evaluation of the students was done on a monthly basis and progressive development was mapped. Students participated in various industrial visits and attended training programs, technical exhibitions and webinars. BBL also supported the development of the Electronics Mechanic Lab at the LMTI campus in Jogeshwari, which was inaugurated on February 27^th 2025 by BBL internal CSR Committee in the presence of the Trustee, Chairman, Dean, Principal, faculty of LMTI and the students of our program.

4. Magic Bus India Foundation

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.

3600 students studying in seven NMMC schools in Navi Mumbai have been enrolled in the Adolescent Education program. Life skills sessions were conducted for all students as per the first year curriculum. Of these, 1129 students were identified for the Foundation and Numeracy Literacy (FNL) aspect of the program, to provide additional academic support. Over 250 community/home visits were conducted to deepen family engagement and improve tailored support for students. Meetings with school principals and teachers helped align goals, enhance cooperation, and build trust. An employee engagement event involving 25 BBL volunteers and 50 students of the program fostered awareness and support for the program's life skills mission.

During the Financial Year under review : i. Your Company was required to spend an amount of 2,26,66,500/-, (Rupees Two Crores Twenty-Six Lakhs Sixty-Six Thousand Five 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 680/- (Rupees Sixty Hundred and Eighty only).

Hence the total amount required to be spent on CSR activities in the Financial Year 2024-2025 was

2,26,65,820/-, (Rupees Two Crores Twenty-Six Lakhs Sixty-Five Thousand Eight Hundred and Twenty only). ii. your Company for the Financial Year 2024-2025, has spent an aggregate amount of 2,26,65,820/-, (Rupees Two Crores Twenty-Six Lakhs Sixty-Five Thousand Eight Hundred and Twenty only), for carrying out a four (4) CSR Programmes, as mentioned in the Annual Action Plan of the Company, for the Financial Year 2024-2025, approved by the Board of Directors.

Mr. Sanjiv Shah ceased to be the Chairman of the Committee, on closing business hours of September 08, 2024, on account of his completion of his second term as Independent Director. He was re-appointed as the Chairman of the Risk Management Committee, w.e.f. September 09, 2024, in the capacity as the Non-Executive (Non-Independent) Director on the Board of the Company. All the Members have been appropriately notified about their role and responsibilities, for being part of the Risk Management Committee of the Board, in line with Part D(C) of Schedule II read with Regulation 21 of the Listing Regulations.

The Company Secretary of the Company acts as a Secretary to the Risk Management Committee. Mr. Ramachandran S. Nair, General Manager: Internal Audit and Mr. Umesh S. Zende, Sr. General Manager: Cost & Management Accounting, are the permanent Invitees to the Meeting. 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 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 2024-2025, 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 Board's Report.

Effective from September 09, 2024, the Risk Management Committee (‘RMC') of the Board of the Company, was reconstituted. The composition of the Risk Management Committee as on March 31, 2025 is as follows:

The "Risk Management Policy" is hosted on Company's Website at https://www.bharatbijlee.com/media/1206/bbl_ risk-management-policy_04082021.pdf

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 February, 04, 2025, 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 February, 04, 2025, through Video Conferencing, where the Independent Directors of the Company assessed the annual performance of 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 Board's and Committee's 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 February, 04, 2025. 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.

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.

Your Company believes in doing business with integrity and displays zero tolerance for any form of unethical behavior. Under the "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, employees are free to report any improper activity resulting in violation of laws, rules, regulations, or code of conduct by any of the employees to the Chairman 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.

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.

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender or hierarchy and expects responsible conduct and behavior 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 ‘Policy for Prevention and Redressal of Sexual Harassment' 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 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 (‘ICC') 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 45 Workmen have been covered in the year 2024-2025.

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

During the year under review, the Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Accordingly, no complaints were pending or remained unresolved for more than 90 days as on the end of the financial year.

In terms of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors hereby confirms that: a. in the preparation of the Annual Financial Statements for the Year ended March 31, 2025, 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, 2025 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.

Pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules'), (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 (‘IEPF') established by the Central Government. Also, according to the IEPF Rules, the shares in respect of which dividend has not been 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 Company's 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, 2017. 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.bharatbijlee.com/company/investor-relations/ investor-contact/

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 Board's Report.

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 Board's 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.

Pursuant to Regulation 34(2)(f) read with Schedule V of the Listing Regulations, a separate Report on

Management Discussion and Analysis (‘MDA') forms part of this Annual 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 Boards' Report, as Annexure VI.

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 Annual General Meeting 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.

The Auditor's report given by Messrs Deloitte Haskins & Sells, LLP, Statutory Auditors, on the Financial Statements of the Company, for the year ended March 31, 2025, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Act during the financial 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.

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.

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 Auditors to undertake the secretarial audit of the Company for the financial year 2024-2025. The Report on Secretarial Audit for the financial year 2024-2025, in Form MR-3, as Annexure V, forms integral part of this Board's Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report. The observation of the Secretarial Auditor in their Report is self-explanatory.

Further, in terms of new Regulation 24A of SEBI Listing Regulations, the Company is required to appoint Secretarial Auditors for five (5) years with the approval of its shareholders in the AGM. Board, based on the recommendation of the Audit Committee at its Meeting held on July 23, 2025 appointed, Messrs N L Bhatia & Associates, Practicing Company Secretaries, Mumbai, (Firm Registration No.: P1996MH055800), as the Secretarial Auditors of the Company, for a term of five (5) consecutive years i.e. from the financial year 2025-2026 till financial year 2029-2030, subject to the approval of the shareholders of the Company. A Resolution to this effect is included in the Notice of the ensuing 78^th Annual General Meeting, which may kindly be referred for more details.

The proposed firm has given its consent cum eligibility certificate confirming that the appointment, if made, would be within the limits prescribed by Institute of Company Secretaries of India (ICSI) for maximum number of Secretarial Audits and that they are not disqualified to be appointed as the Secretarial Auditors as required by SEBI Listing Regulations. They have also provided confirmation that they hold a valid certificate issued by the ‘Peer Review Board' of the ICSI.

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 16, 2025, have appointed Messrs P. M. Nanabhoy & Co., Cost Accountants (Firm Registration No.: 000012), as the Cost Auditors of the Company, for the Financial Year 2025-2026, 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 78^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 specified under Section 141 of the Act and the Rules framed there under.

A Resolution seeking Member's approval for the remuneration payable to Cost Auditors forms part of the Notice convening 78^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, 2024, 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 filed with the Ministry of Corporate Affairs on August 02, 2024. The Cost Audit Report for the Financial Year ended March 31, 2025 will be filed with the Ministry of Corporate Affairs within stipulated time.

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).

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 Directors' 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 Directors' Report. Accordingly, a copy of Annual Return for the financial year ended March 31, 2025, is available on the website of the Company at the below link: https://www.bharatbijlee.com/ company/investor-relations/disclosures/annual-return/.

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 Board's Report.

Except as disclosed elsewhere in this Board's Report, no material changes and commitments which could affect the Company's financial position have occurred since the close of the financial year, i.e., March 31, 2025, till the date of this Board's Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

For the year under review and till the date of this Board's Report, there are no significant 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.

No one-time settlement has been undertaken by the company; hence, this clause is not applicable.

We hereby confirm that our organization is in full compliance with the provisions of the Maternity Benefit Act, 1961, and subsequent amendments thereof. All female employees are informed about their rights under the Maternity Benefit Act at the time of joining and through regular internal communications.

We affirm our commitment to fostering a workplace environment that respects and upholds the statutory rights of women employees under the Maternity Benefit Act, 1961.

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).

The Board would like to express its appreciation to all its employees for their sincere, unstinted dedication, commitment and continued contribution in the performance of the Company. The Directors place on record their sincere appreciation for the assistance, guidance, and co-operation provided by the Government of India and other regulatory authorities. The Directors thank the financial institutions and banks associated with the Company for their support as well.