Bharat Gears Ltd

The Directors are pleased to present the 53^rd Annual Report and the Audited Financial Statements for the year ended 31 March, 2025.

(Rs' in Lakhs)

With a view to conserve the resources for future growth, the directors of the Company have decided not to recommend any dividend on equity shares of the Company for the year ended 31 March, 2025.

Global headwinds, including the ongoing Russia-Ukraine and Israel-Hamas conflicts and rising inflation in the USA and Europe, led to a significant slowdown in export demand, adversely impacting offtake from export customers.

Despite a contraction in revenue, EBITDA margins saw marginal improvement due to effective cost-saving measures in material and overhead expenses.

During the year, the Company has sold a part of land situated at Mumbra plant for a consideration of Rs 1,710.00 lakhs resulting in a net gain of Rs 1,683.77 lakhs, after adjusting cost of acquisition and sales related expenses, which has been disclosed as an exceptional item.

The proceeds from this transaction were strategically allocated towards the part prepayment of FY26 debt obligations and funding capital expenditure, strengthening the Company's financial position.

The financial statements for the year ended 31 March, 2025 have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as required under the provisions of Section 133 of the Companies Act, 2013 read with rules made there under, as amended.

A detailed analysis of the Company's operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this report.

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, your Directors confirm that:-

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2025 and of the profit and loss of the Company for the period ended on that date;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

The contracts or arrangements of the Company with related parties during the period under review referred to in Section 188(1) of the Companies Act, 2013 were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into the contract/arrangement/transaction with related parties which could be considered Rsmaterial' in accordance with the related party transaction policy of the Company. Thus, there are no transactions which are required to be reported in the prescribed Form AOC-2 of the Companies (Accounts) Rules, 2014.

Further, during the Financial Year 2024-25, there were no materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons, which might have potential conflict with the interest of the Company at large.

As all the related party transactions are at arm's length price and in the ordinary course of business, the same are placed before the Audit Committee for its approval. There was no related party transaction which requires approval of the Board. During the Financial Year under review, the Audit Committee has approved the related party transactions through the omnibus mode in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Regulations"). Related party transactions were disclosed to the Board on regular basis as per Ind AS-24. Details of related party transactions as per Ind AS-24 may be referred to in the Notes forming part of the Financial Statements.

The policy on Related Party transactions as approved by the Board in terms of the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Regulations") is available on the official website of the Company i.e. www.bharatgears. com under the link: https://www.bharatgears.com/pdf/ related party transaction policy.pdf

During the period under review, the Company has not made any loan, guarantee or investment in terms of the provisions of Section 186 of the Companies Act, 2013.

During the Financial Year 2024-25, the members of the Company vide their special resolution(s) passed at the Annual General Meeting held on 12 August, 2024 approved the:

> Re-appointment of Mr. Sameer Kanwar as Joint Managing Director of the Company for a further period of 2 (Two) years with effect from 01 June, 2024 along with proposed remuneration to look after the Non Fossil business of the Company;

> Re-appointment of Mr. Nagar Venkatraman Srinivasan as a Non-Executive Director on the Board of the Company liable to retire by rotation upto the conclusion of the 53^rd AGM of the Company in the Calendar year 2025 in terms of the provisions of Section 152 of the Companies Act, 2013;

in terms of the applicable provisions of the Companies Act, 2013 and the Regulations, in read with Regulation 17 of the Regulations as amended, the age of Mr. Nagar Venkatraman Srinivasan being more than seventy five years at the commencement of his tenure.

The Board of Directors vide its resolution passed through circulation on 24 September, 2024 appointed Ms. Kavita Jha as Woman Additional Director in the capacity of Non-Executive Independent Director with effect from 24 September, 2024 till the conclusion of next Annual General Meeting of the Company pursuant to the recommendation of the Nomination and Remuneration

Committee of the Board of Directors of the Company in its meeting held on 23 September, 2024.

Subsequently, in terms of the provisions of Regulation 17 of the Regulations, pursuant to the recommendation of the Nomination and Remuneration Committee and further approval of the Board of Directors of the Company on 14 November, 2024, Ms. Kavita Jha had been appointed as a Non-Executive Independent Director of the Company for a period of 3 (Three) years by the members of the Company vide a special resolution passed through Postal Ballot dated 20 December, 2024, effective date of appointment being 20 December, 2024 i.e. the last date of receipt of consent from the members through Postal Ballot in terms of the Secretarial Standards issued by the Institute of Company Secretaries of India.

Further, the Board of Directors of the Company in its meeting held on 14 November, 2024 considered and approved the re-appointment of Mr. Surinder Paul Kanwar as Chairman and Managing Director of the Company for a further period of 5 (Five) years with effect from 01 April, 2025 along with the proposed remuneration for a period of 2 (Two) years with effect from 01 April, 2025, in read with the provisions of Section 196(3) of the Companies Act, 2013, the age of Mr. Surinder Paul Kanwar being more than seventy years at the commencement of his proposed tenure, which had been further approved by the members of the Company vide a special resolution passed through Postal Ballot dated 20 December, 2024.

During the Financial Year 2024-25, Ms. Hiroo Suresh Advani ceased to be a Non-Executive Independent Director of the Company with effect from 12 August, 2024, due to completion of her tenure in terms of the provisions of the Companies Act, 2013 and the Regulations.

Ms. Hiroo Suresh Advani had been an integral part of the Board, contributing her extensive expertise and valuable insights, particularly in the field of finance. Since her appointment, the Company has consistently benefited from her sound financial acumen and strategic guidance. Her ability to identify and develop viable avenues for financing has played a crucial role in the Company's ability to secure funding feasibly and sustainably.

The Board of Directors and Management of the Company place on record their sincere appreciation for the valuable contributions and guidance provided by Ms. Hiroo Suresh Advani throughout her tenure.

In terms of the provisions of Section 149 of the Companies Act, 2013, Mr. Virendra Kumar Pargal and Mr. Rakesh Chopra were re-appointed as Non-Executive Independent Directors at the Annual General Meeting (AGM) of the Company held on 16 September, 2020 for second consecutive term for a further period of 5 (Five) Years upto the conclusion of the 53^rd AGM of the Company in the Calendar year 2025.

In purview of the same, the tenure of Mr. Virendra Kumar Pargal and Mr. Rakesh Chopra as Non-Executive Independent Director of the Company shall conclude at the ensuing Annual General Meeting (AGM).

The Board of Directors of the Company appointed Mr. Satya Prakash Mangal and Mr. Bharat Dev Singh Kanwar as an Additional Director in the capacity of NonExecutive Independent Directors on 22 May, 2025 till the conclusion of ensuing Annual General Meeting.

Therefore, in terms of the provisions of Section 149 of the Companies Act, 2013, it has been proposed to appoint Mr. Satya Prakash Mangal and Mr. Bharat Dev Singh Kanwar as Non-Executive Independent Director for a period of 5 (Five) Years at the ensuing Annual General Meeting.

Further, in terms of the provisions of Section 149 of the Companies Act, 2013, it has been proposed to appoint Mr. N.V. Srinivasan, Non-Executive Director of the Company as a Non-Executive Independent Director for a period of 5 (Five) Years at the ensuing Annual General Meeting of the Company by way of special resolution pursuant to the applicable provisions of the Companies Act, 2013 and the Regulations, in read with Regulation 17 of the Regulations as amended, the age of Mr. N.V. Srinivasan being more than seventy five years at the commencement of his proposed tenure.

The Company has received notice under Section 160 of the Companies Act, 2013 from the member of the Company proposing the candidature of Mr. Satya Prakash Mangal, Mr. Bharat Dev Singh Kanwar and Mr. Nagar Venkatraman Srinivasan for the office of Non-Executive Independent Director.

The Board is of the opinion that the Independent Directors appointed/re-appointed during the year under review are person(s) of integrity and possess core skills/expertise/ competencies (including the proficiency) as identified by the Board of Directors as required in the context of Company's business(es) and sector(s) for the Company to function effectively.

During the financial year 2024-25, 5 (Five) Board Meetings were held on the following dates:-

• 09 April, 2024;

• 29 May, 2024;

• 08 August, 2024;

• 14 November, 2024; and

• 24 January, 2025

The gap between any two meetings was not more than one hundred twenty days as mandated under the provisions of Section 173 of the Companies Act, 2013 and Regulation 17(2) of the Regulations.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management Personnel and other employees is as per the Nomination and Remuneration Policy of your Company.

In terms of the provisions of Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the Regulations, all the Independent Directors of the Company have furnished a declaration to the Compliance Officer of the Company at the meeting of the Board of Directors held on 22 May, 2025 stating that they fulfill the criteria of Independent Director as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the Regulations, and are not being disqualified to act as an Independent Director. Further, they have declared that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, all the Independent Directors fulfill the conditions specified in the Companies Act, 2013 read with the Rules made there under and the Regulations, and are independent of the management.

In terms of Regulation 25(7) of the Regulations, the Company has adopted a familiarization programme for the Independent Directors to familiarize them with working of the Company, nature of the industry in which the Company operates, business model of the Company, their roles, rights, responsibilities and other relevant details. The details of familiarization programme during the Financial Year 2024-25 are available on the official website of the Company i.e. www.bharatgears.com under the link: https://bharatgears.com/pdf/details-of- familiarization-programme-for-independent-directors- fy24-25.pdf

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Regulations, the Nomination and Remuneration Committee ('NRC') has formulated a policy relating to appointment and determination of the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel which has been adopted by the Board of Directors of the Company. The NRC has also developed the criteria for determining the qualifications, competencies, positive attributes and independence of Directors and for making payments to the Executive/Non-Executive/Independent Directors of the Company.

The salient features of the Nomination and Remuneration

Policy are as under:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a Director.

> For every appointment of an Independent Director, the Nomination and Remuneration Committee evaluates the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

• Identification of persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in the Nomination and Remuneration policy.

• Recommendation to the Board for appointment and removal of Director, KMP and Senior Management Personnel.

• Formulation of the criteria for devising a policy on diversity of Board of Directors.

• Formulation of criteria for evaluation of performance of lndependent Directors and the Board of Directors.

• Deciding that whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

• Recommendation to the Board, all remuneration, in whatever form, payable to Senior Management.

The said policy is available on the official website of the Company i.e. www.bharatgears.com under the link: https://www.bharataears.com/pdf/nomination and remuneration policy BGL.pdf

The Nomination and Remuneration Committee has established a framework for the evaluation process of performance of the Board, its Committees and Individual Directors and the same was adopted by the Board.

During the period under review, the Board of Directors at its meeting held on 22 May, 2025 have carried out the evaluation of the performance of Independent Directors and their independence criteria and the Independent Directors in their meeting held on 28 March, 2025 have evaluated the performance of the Chairman, NonIndependent Directors and the Board as a whole and also assessed the quality, quantity and timeliness of flow of information between the Board and Company management.

The following Directors/Officials of the Company have been designated as Key Managerial Personnel (KMP) of the Company by the Board of Directors in terms of the provisions of Section 203 of the Companies Act, 2013 and the Regulations:

1. Mr. Surinder Paul Kanwar, Chairman and Managing Director

2. Mr. Sameer Kanwar, Joint Managing Director

3. Mr. Milind Pujari, Chief Financial Officer

4. Mr. Prashant Khattry, Corporate Head (Legal) and Company Secretary

During the period under review, Mr. Hitendra Narain Mishra resigned from the post of Chief Executive Officer, (CEO) of the Company, with effect from 30 April, 2025.

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure -"A" to this report.

Information regarding employees in accordance with the provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 containing particulars of top ten employees in terms of the remuneration drawn and employees drawing remuneration in excess of the limits set out in Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided as part of the Board' Report. However, in terms of provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to all the members of the Company and others entitled thereto, excluding the said statement. Any member interested in obtaining such particulars may write at investor@bglindia.com. The said information is also available for inspection at the Registered Office of the Company during working hours till the date of Annual General Meeting.

A robust and integrated enterprise risk management framework is in existence under which the common prevailing risks in the Company are identified, the risks so identified are reviewed on periodic basis by the Audit Committee and the management's actions to mitigate the risk exposure in a timely manner are assessed.

A risk management policy under the above said enterprise risk management framework as approved by the Board has been adopted by the Company.

In terms of the provisions of Section 135 of the Companies Act, 2013, the Corporate Social Responsibility Committee ("CSR Committee") is in existence to monitor the Corporate Social Responsibility Policy of the Company as approved by the Board and the said policy is available on the official website of the Company i.e. www.bharatgears.com under the link: https://www.bharatgears.com/pdf/corporate- social-responsibility-policy.pdf

The CSR Committee comprises of Mr. Surinder Paul Kanwar, Mr. Sameer Kanwar and Mr. Rakesh Chopra.

The role of the Corporate Social Responsibility Committee includes:

(a) Formulation and recommendation to the Board, Corporate Social Responsibility Policy (CSR Policy) and Annual Action Plan in pursuance of CSR Policy consisting of list of approved projects or programs to be undertaken within the purview of Schedule VII of the Companies Act, 2013, manner of execution of such projects, modalities of fund utilization and implementation schedules, monitoring and reporting mechanism for the projects, and details of need and impact assessment, if any, for the projects to be undertaken.

(b) Monitoring the Corporate Social Responsibility Policy of the Companies Act, 2013 in terms of the provisions of and Annual Action Plan of the Company from time to Section 135 of the Companies Act, 2013. time.

(c) Recommendation of the amount of expenditure to be incurred on the activities referred to in clause (a) above.

(d) Instituting a transparent monitoring mechanism for implementation of the CSR projects, programs or activities undertaken by the Company.

During the Financial Year 2024-25, the Company was required to spend Rs 23,24,000/- (Rupees Twenty Three Lakhs Twenty Four Thousand Only) on the Corporate Social Responsibility (CSR) projects or programmes undertaken in areas or subjects specified in Schedule VII

Further, the Board of Directors of the Company in its meeting held on 09 April, 2024 based on the recommendation of CSR Committee approved an Annual Action Plan for the Financial Year 2024-25 in pursuance of CSR policy of the Company wherein the Board approved the spending of upto Rs 25,00,000/- (Rupees Twenty Five Lakhs Only) during the Financial Year 2024-25 further taking into account additionally the surplus amount of Rs 2,00,843/- (Rupees Two Lakhs Eight Hundred Forty Three Only) as summarized below already spent during the previous years on the Corporate Social Responsibility (CSR) projects or programmes undertaken in areas or subjects specified in Schedule VII of the Companies Act, 2013.

In purview of the above, the Company was required to spend the following actual amount during the Financial Year 2024-25 on the Corporate Social Responsibility (CSR) projects or programmes undertaken in areas or subjects specified in Schedule VII of the Companies Act, 2013:

Therefore, in pursuance of the above, the Company had spent Rs 22,99,907/- (Rupees Twenty Two Lakhs Ninety Nine Thousand Nine Hundred Seven Only) in the Financial Year 2024-25 on CSR activities in terms of the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 on following CSR activities:

AMOUNT SPENT ON CSR ACTIVITIES IN THE FINANCIAL YEAR 2024-25

Now therefore, the surplus amount spent on CSR activities during the Financial Year 2024-25 is as summarized below:

The report on CSR activities with other details in terms of the provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 for the Financial Year 2024-25 is enclosed as Annexure-“B" to this report.

Further, a Certificate issued by Mr. Milind Pujari, Chief Financial Officer of the Company certifying that the funds of CSR have been utilized for the purposes and in the manner as recommended by the CSR Committee and approved by the Board is enclosed as Annexure-“C" to this report.

The Audit Committee comprises of Mr. Rakesh Chopra, Mr. Virendra Kumar Pargal and Mr. Raman Nanda.

During the year under review, Ms. Hiroo Suresh Advani ceased to be a member of the Audit Committee on 12 August, 2024 due to completion of her tenure as NonExecutive Independent Director of the Company and Mr. Raman Nanda had been inducted as a member of the Audit Committee on 08 August, 2024. Accordingly, the Audit Committee had been reconstituted.

Internal Complaints Committee (ICC) at all its Units (i.e. Faridabad, Mumbra and Lonand) where any grievance of sexual harassment at workplace can be reported.

The Company has also adopted a policy on Prevention of Sexual Harassment at workplace. The objective of the policy is to provide its women employees, a workplace free from harassment/discrimination and every employee is treated with dignity and respect. The said policy is available on the official website of the Company i.e. www. bharatgears.com under the link: https://www.bharatgears. com/pdf/policy-for-prevention-of-sexual-harassment.pdf

During the year under review, ICC of all units of the Company has not received any complaint pertaining to sexual harassment of women at workplace.

During the year under review, no Company has become or ceased to be subsidiary, joint venture or associate of the Company.

Further, the details on the Audit Committee and its terms of reference etc. have been furnished in the Corporate Governance Report forming part of this Report. During the year under review, all recommendations of the Audit Committee were accepted by the Board of Directors of the Company unanimously.

Pursuant to Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has constituted

During the year under review, the Company did not accept any deposits.

In terms of the provisions of Section 124(5) of the Companies Act, 2013 read with the lnvestor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and further amendments thereto, no unclaimed dividend was required to be transferred to the Investor Education and Protection Fund (IEPF) during the Financial Year 2024-25, and there were no equity shares liable to be transferred into IEPF during the Financial Year 2024-25.

The Statutory Auditors, M/s Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Registration No. 117366W/ W-100018) had been appointed as Statutory Auditors of the Company in the 50^th Annual General Meeting held on 20 September, 2022 for a period of 5 (Five) years in terms of the provisions of Section 139 of the Companies Act, 2013 to hold office from the 50^th AGM to 55^th AGM in the calendar year 2027.

The report of M/s Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Registration No. 117366W/W-100018), the Statutory Auditors of the Company on the financial statements of the Company for the year ended 31 March, 2025 is annexed to the financial statements in terms of the provisions of Section 134(2) of the Companies Act, 2013. The observations of the Auditors in their report are self-explanatory and/or explained suitably in the Notes forming part of the Financial Statements. The report of the Statutory Auditors does not contain any qualification, reservation or adverse remark which needs any explanation or comment of the Board.

The Board has appointed M/s TVA & Co. LLP, Practicing Company Secretaries as Secretarial Auditor for the Financial Year 2024-25 in terms of the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report of the Company for the Financial Year ended 31 March, 2025 in the prescribed Form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure -"D" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark which needs any explanation or comment of the Board.

The Company has a proper and adequate system of internal financial controls which includes the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. During the year, such controls were tested and no material weakness in the design or operations were observed.

During the year under review, the Company had been mandatorily required to maintain the cost records as specified by the Central Government under sub-section

(1) of section 148 of the Companies Act, 2013 and accordingly such accounts and records have been made and maintained.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended, M/s M.K. Kulshrestha & Associates, Cost Accountants, Ghaziabad has conducted the audit of the cost records of all the 3 (Three) plants of the Company viz. Mumbra (Maharashtra), Lonand (Maharashtra) and Faridabad (Haryana) for the year ended 31 March, 2024 and submitted their report thereon within the prescribed time limits. Subsequently, M/s M.K. Kulshrestha & Associates, Cost Accountants, Ghaziabad shall conduct the audit of the cost records of all the 3 (Three) plants of the Company viz. Mumbra (Maharashtra), Lonand (Maharashtra) and Faridabad (Haryana) for the year ended 31 March, 2025 and shall submit their report thereon within the prescribed time limits during the Financial Year 2025-26.

Further, on recommendation of the Audit Committee, the Board of Directors of the Company in its meeting held on 22 May, 2025 has approved the appointment and remuneration of M/s M.K. Kulshrestha & Associates, Cost Accountants, Ghaziabad as Cost Auditors of the Company to conduct the audit of the cost records of all the 3 (Three) plants of the Company viz. Mumbra (Maharashtra), Lonand (Maharashtra) and Faridabad (Haryana) for the Financial Year ending 31 March, 2026 subject to ratification of Remuneration by the Shareholders in the ensuing Annual General Meeting.

The Company is committed to maintain the quality standards of Corporate Governance. The Report on Corporate Governance as stipulated under Schedule V(C) of the Regulations forms part of this Report.

The requisite Certificate of Compliance from Statutory Auditors, M/s Deloitte Haskins & Sells LLP, confirming compliance with the conditions of Corporate Governance is attached to this Report.

In terms of the provisions of Section 177 of the Companies Act, 2013 and the Regulations, the Company has established an effective mechanism called Vigil Mechanism (Whistle Blower Mechanism). The mechanism under the Policy has been appropriately communicated within the organisation. The purpose of this policy is to provide a framework to promote responsible whistle blowing by employees or by any other person who avails such mechanism. It protects employees or any other person who avails such mechanism wishing to raise a concern about serious irregularities, unethical behavior, actual or suspected fraud within the Company by reporting the same to the Audit Committee.

Protected disclosure can be made by the whistle blower in a closed and secured envelope or sent through e-mail to the Compliance Officer.

During the year under review, no complaint has been received and no employee was denied access to the Audit Committee.

The functioning of the Whistle Blower Mechanism/Vigil Mechanism existing in the Company is reviewed by the Audit Committee on Annual basis.

The policy on vigil mechanism is available on the official website of the Company i.e. www.bharatgears.com under the link: https://www.bharatgears.com/pdf/policy on

In terms of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, the Reconciliation of Share Capital Audit is undertaken by a firm of Practicing Company Secretaries on quarterly basis. The audit is aimed at reconciliation of total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the Company.

The Reconciliation of Share Capital Audit Report(s) as submitted by the Auditor on quarterly basis were filed with the National Stock Exchange of India Limited (NSE) through NSE Electronic Application Processing System (NEAPS) and with BSE Limited (BSE) through BSE Listing Centre, where the original shares of the Company are listed.

The Equity Shares of the Company are listed on the BSE Limited, Mumbai and the National Stock Exchange of India Limited, Mumbai.

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of financial year and the date of this report.

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure-“E" to this Report.

In terms of the provisions of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and the relevant

rules made thereunder, a copy of the Annual return as prescribed under Section 92 of the Companies Act, 2013, as amended shall be made available on the official website of the Company www.bharatgears.com under the link: https://www.bharatgears.com/pdf/annual-return- for-2024-25.pdf.

During the period under review, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

There were no instances of any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Neither any application has been made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

There is no such instance where there is difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

The Board of Directors thank the shareholders for their continued support and they would like to place on record their appreciation for the dedicated services rendered by the Employees at all levels.

The Directors wish to convey their gratitude to the Financial Institutions, Banks, Customers, Suppliers and Collaborators for the assistance and confidence reposed by them in the Company.

For and on behalf of the Board of Directors