Your directors have the pleasure in presenting the 64th Annual Report together with the audited Financial Statements
of Banco Products (India) Limited ("the Company") and its subsidiaries for the financial year ended on 31st March,
2025.

1. Overview:

The Company remained steadfast in its mission:

To safeguard the health, safety, and well-being of our employees and the communities around.

To implement effective strategies that minimize operational disruptions, ensuring seamless business continuity
and fostering sustainable growth.

As always, times of adversity reveal the true strength and resilience of an organization. At Banco Products, we
have been engaged in taking extensive measures to emerge more resilient.

2. Financial Summary/Highlights:

At a glance, the summarized Standalone and Consolidated results of your Company are given below:

(Rs. in Crores)

3. Dividend:

Your Directors had declared and paid Interim Dividend during the year 2024-25 at 550% i.e. Rs. 11/- per Equity
Share of Rs. 2/- each absorbing Rs. 157.34/- Crores (gross) for the financial year ended on 31.03.2025 on
expanded Equity Share Capital upon issue and allotment of Bonus Shares in the ratio of 1:1 during the financial
year as compared to Interim Dividend paid during the year 2023-24 at 1000% i.e. Rs. 20/- per Equity Share of
Rs. 2/- each (1000%). The Directors have not recommended any Final Dividend for the year 2024-25.

4. Reserve:

The Company is not required to transfer any amount to reserves. Accordingly, the Company has not transferred
any amount to reserve.

5. Operations and State of Affairs:

The Company continued its initiative during the year to upgrade technology and quality at its plants. As pioneers
in the country, your Company invests in best-in-class technology and has lined up an accelerated investment
plan to retain its technology leadership position.

Our Research and Development (R & D) capabilities, including test equipment and design software, are being

improved in line with modern practices. Our R & D spending during the year was placed at 0.61% of turnover.
Sales and Profit for Banco Products (India) Limited stood at: (Rs. In Crores)

Domestic Sales:

During the period under review, the Company's Domestic sales stood at Rs. 764/- Crores as against Rs. 727/-
Crores in the previous year representing a 5.09% increase.

Export Sales:

During the period under review, the Company's Export sales stood at Rs. 323/- Crores as against Rs. 265/-
Crores in the previous year, despite growing global competition.

Overall sales mix was placed at Domestic 70.28% (previous year 73.31%) and Export 29.72% (previous year
26.69%).

6. Management Discussion and Analysis:

The Report on Management Discussion and Analysis as required under the SEBI (Listing Obligations a nd
Disclosure Requirements) Regulations, 2015 ("LODr") forms part of this report as per Annexure "A".

7. Business Responsibility and Sustainability Report:

The Business Responsibility and Sustainability Report as required under LODR forms part of this Annual
Report.

8. Corporate Social Responsibility:

Your Directors believe that it is vital for surrounding communities and stakeholders to progress with the
Company.

In compliance with the requirements of Section 135 of the Companies Act, 2013 ('the Act') read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules), the Board of Directors have
constituted a Corporate Social Responsibility Committee. Annual Report on CSR containing particulars
specified in Annexure II to the CSR Rules is forming part of the Board's Report as per Annexure "B".

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the
Corporate Social Responsibility Committee and other details are available on the website of the Company as
per the web link provided in the report on Corporate Social Responsibility Activities.

9. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

In accordance with the provisions of Section 134 (3)(m) of the Act, read with Rule 8 of The Companies
(Accounts) Rules, 2014, the relevant information pertaining to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo is annexed as per Annexure "C" to this Report.

10. Director's Responsibility Statement:

In terms of Section 134(3) (c) and Section 134(5) of the Act, your directors would like to state:

i) that in the preparation of the annual financial statements for the year ended 31st March, 2025, the
applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;

ii) that such accounting policies have been selected 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 for the year ended 31st March, 2025 and of the profit and loss of the Company for that period;

iii) that the proper and sufficient care has been taken 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;

iv) that the annual financial statements have been prepared on a going-concern basis;

v) that the proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively;

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

11. Directors and Key Managerial Personnel:

11.1 Statement with regard to integrity, expertise and experience of the Independent Directors:

Your directors are of the opinion that Independent Directors of the Company are of high integrity, suitable
expertise and experience (including proficiency). The tenure of Independent Directors is in compliance of
provisions of Section 149(10).

11.2 Performance Evaluation:

Pursuant to the provisions of the Act and LODR, the Board has carried out an annual performance evaluation
of its own performance, the directors individually as well as the evaluation of the working of its requisite
Committees.

The evaluation has been carried out with a well structured questionnaires taking into consideration various
aspects and roles of the Board and its Committees such as knowledge, skills, conduct, integrity, contribution
in setting up and achieving goals etc. The Board of Directors expressed their satisfaction with the evaluation
process.

11.3 Policy on Director's Nomination, Appointment and Remuneration:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy in
relation to remuneration of Directors. The policy also laid down the criteria for selection and appointment
of Directors, Senior Management and their remuneration. The detailed Remuneration Policy is stated in the
Corporate Governance Report.

The details regarding the composition and Role of Nomination and Remuneration Committee are provided in
the report on Corporate Governance and forms part of this report.

11.4 Disclosure of Remuneration paid to Directors:

The details of remuneration paid to the Directors is given in the Report on Corporate Governance.

11.5 Change in Directors/KMP:

In accordance with the provisions of the Act and rules made thereunder Mr. Mehul K. Patel (DIN: 01772099),
Non Executive Chairman of the Company is liable to retire by rotation at the 64th Annual General Meeting and
being eligible offers himself for re-appointment.

The following changes have taken place in the composition of the Board and the KMP during the year under
review:

Mr. Ramkisan A. Devidayal (DIN: 00238853) and Mr. Mukesh D. Patel (DIN: 00009605), Independent Directors
of the Company retired w.e.f. 20th September, 2024 (close of office hours) on completion of their second term
of five consecutive years as Independent Directors of the Company.

Mr. Devesh A. Pathak (DIN: 00017515) and Mr. Udayan P. Patel (DIN: 00598313) Independent Directors of
the Company retired w.e.f. 12th February, 2025 (close of office hours) on completion of their second term of
five consecutive years as Independent Directors of the Company.

Mr. Pranav R. Patel (DIN: 00259728) and Mr. Anand A. Majmudar (DIN: 03019026) were appointed as the
Independent Directors of the Company with effect from 8th February, 2025. Their appointment as Independent
Directors of the Company was approved by the Shareholders by way of Postal Ballot on 26th March, 2025.

The Shareholders by way of Postal Ballot on 26th March, 2025 also re-appointed Mrs. Ameeta V. Manohar
(DIN: 00903232) as the Independent Director of the Company for a second term of five consecutive years
commencing from 25th April, 2025.

Ms. Pooja Gurnani, Company Secretary & Compliance Officer (KMP) of the Company resigned from the
Company w.e.f. 30th September, 2024 (close of office hours) and Ms. Preeti Yadav was appointed as the
Company Secretary & Compliance Officer (KMP) of the Company w.e.f 13th November, 2024.

Mrs. Himali H. Patel (DIN: 07081636) resigned from the position of Whole-time Director & CFO of the Company
w.e.f. 30th April, 2025 (close of office hours).

Mr. Venkata Ranganath Kumar Sami (DIN: 11090878) was appointed as Additional Director and Whole-time
Director (designated as "Whole-time Director (Innovations) & Chief Technical Officer") of the Company w.e.f
17th May, 2025. His appointment as Whole-time Director of the Company was approved by the Shareholders
by way of Postal Ballot on 28th June, 2025.

Mr. Sachin Jayantilal Kotak was appointed as the CFO of the Company w.e.f 17th May, 2025.

The Board places on record its appreciation for the valuable contributions made by Mr. Ramkisan A. Devidayal,
Mr. Mukesh D. Patel, Mr. Devesh A. Pathak, Mr. Udayan Patel, Ms. Pooja Gurnani and Mrs. Himali H. Patel
during their respective tenures with the Company.

12. Number of Board Meetings:

The details of 05 Board Meetings held during the financial year 2024-25 are provided in the Report on
Corporate Governance and forms part of this report.

13. Audit Committee:

The details regarding the Composition, power and role of Audit Committee are provided in Report on Corporate
Governance and forms part of this report.

14. Vigil Mechanism / Whistle Blower Policy:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business
operations. To maintain these standards, the Company encourages its employees who have concerns about
suspected misconduct to come forward and express their concerns without fear of punishment or unfair
treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management
concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy.
The mechanism provides for adequate safeguards against victimization of employees and Directors to avail
the mechanism and also provides for direct access to the Chairman of the Company / Chairman of the Audit
Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are available on Company's
website at-

https://www.bancoindia.com/investor-relations/#1497261700893-eb0e6e05-b833

15. Risk Management:

Pursuant to the requirement of LODR, the Company has formed a Risk Management Policy to ensure
appropriate risk management within its systems and culture. The Company operates in a competitive
environment and is generally exposed to various risks at different times such as technological risks, business
risks, operational risks, financial risks, etc. The Board of Directors and the Risk Management Committee of
the Company periodically review the Risk Management Policy of the Company so that the Management can
control the risk through properly defined network.

The Company has a system-based approach to business risk management backed by strong internal control
systems.

The Risk Management Policy clearly lays down the roles and responsibilities of the various entities in relation
to risk management. A range of responsibilities, from strategic to the operational is specified in the Governance
Policy. These role definition, inter-alia aims at ensuring formulation of appropriate risk management policies
and procedures, their effective implementation and independent monitoring and reporting by Internal Audit.

A strong independent Internal Audit Function at the corporate level carries out risk focused audits across all
businesses, enabling identification of areas where risk managements processes may need to be improved.

The Board, Audit Committee and Risk Management Committee reviews internal audit findings and provides
strategic guidance on internal controls, monitors the internal control and environment within the Company and
ensures that Internal Audit recommendations are effectively implemented.

The combination of policies and procedures adequately addresses the various risks associated with your
Company's businesses.

The details regarding the composition and Role of Risk Management Committee are provided in report on
Corporate Governance and forms part of this report.

16. Corporate Governance Report:

Pursuant to LODR, the Report on Corporate Governance forms an integral part of this Report. The requisite
certificate confirming compliance with the conditions of corporate governance is attached to the Report on
Corporate Governance.

17. Extract of Annual Return:

A copy of the Annual Return as required under section 92(3) and Section 134(3)(a) of the Companies Act, 2013
has been placed on the website of the Company. The web- link as required under the Act is as under- http://
www.bancoindia.com/investor-relations/#1496920183159-ffea24ee-ddc9

18. Auditors:

18.1 Statutory Auditors:

M/s. Parikh Shah Chotalia & Associates, Chartered Accountants (PSCA), Vadodara (Firm Registration No.
118493W), were re-appointed as the Statutory Auditors of the Company for a further term of five years from
the conclusion of 63rd Annual General Meeting held on 20th September, 2024 till the conclusion of the 68th
Annual General Meeting. The Auditors have conveyed their confirmation about their eligibility to continue as
Statutory Auditors of the Company.

The Auditor's Report for the financial year 2024-25 did not contain any qualification, reservation or adverse
remark.

18.2 Internal Auditors:

Your Company had appointed Mr. Snehalkumar Shah, Head-Internal Audit Department of the Company, as the
Internal Auditor to carry out the Internal Audit of various operational areas of the Company.

18.3 Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, your Company has appointed M/s. J.J. Gandhi & Co., Practicing
Company Secretaries, Vadodara as Secretarial Auditors of the Company. The Secretarial Audit Report for the
Financial Year ended on 31st March, 2025 is annexed herewith as per Annexure "D" to this Report and it does
not contain any qualification, reservation or adverse remark.

The Audit Committee and Board of Directors at their respective meetings held on 8th August, 2025, subject to
approval of the shareholders, recommended the appointment of M/s. J.J. Gandhi & Co., Practising Company
Secretaries, Vadodara (bearing Unique Identification No. S1996GJ018900), as Secretarial Auditors of the
Company to hold office for a term of 5 (five) years commencing from the financial year 2025-26 till the financial
year 2029-30.

Mr. J. J. Gandhi, proprietor of M/s. J.J. Gandhi & Co., has confirmed on the eligibility and qualification required
under the Act for holding the office as Secretarial Auditors of the Company.

18.4 Cost Auditors:

Your Company has appointed M/s. Y.S. Thakar & Co., Cost Accountants, Vadodara (Firm Registration No:
000318) in terms of provisions of Section 148 and any other provisions applicable, if any, of the Act and Rules
made thereunder.

The proposals for ratification of their remuneration by way of Ordinary Resolution, to conduct the audit of the
Cost Records of the Company for the financial year 2025-26, in terms of the recommendation of the Audit
Committee, is included in the Notice of the Annual General Meeting.

19. Subsidiary Companies:

NRF Holding B.V. (Formerly known as Nederlandse Radiateuren Fabriek B. V.), Banco Gaskets (India)
Limited and Banco New Energy Cooling Systems Limited continued to be the wholly owned subsidiaries of the
Company during the year under review.

In accordance with applicable provisions of the Act and rules made thereunder, the Annual Report of the
Company, containing therein its standalone and the consolidated financial statements has been placed on the
website of the Company www.bancoindia.com. Further, separate audited annual accounts of the subsidiary
companies have also been placed on the website of the Company.

Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial statement
of the Company's Subsidiaries is annexed as per Annexure "E" to this Report.

The determination of Material Subsidiary is in compliance with LODR.

20. Particulars of Employees:

The Statement pursuant to Section 197(12) of the Act, and Rule 5(1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2015 is attached as per Annexure "F" to this Report.

A Statement of the details of employees covered under Rule 5(2) of the aforesaid Rules are provided in the
Annual Report. The Annual Report is being sent excluding the aforesaid information. Such particulars will be
furnished to any shareholder on a specific request made in writing by the shareholder.

21. Related Party Transactions:

All transactions entered into with the Related Parties as defined under the Act and LODR during the financial
year ended on 31.03.2025 were in the ordinary course of business and arm's length basis and do not attract
the provisions of Section 188 of the Act, 2013. Thus, disclosure in form AOC 2 is not applicable.

All the Related Party Transactions are reviewed by the Audit Committee on a quarterly basis, and it has
provided omnibus approval for all Related Party Transactions which are within its purview.

The information on Related Party Transactions, forming part of this Report, is provided in Notes of Annual
Financial Statement for the Financial Year ended on 31st March, 2025.

The Board has approved a Policy on Related Party Transactions which has been uploaded on the Company's
website at http://www.bancoindia.com/investor-relations/#1497261700893-eb0e6e05-b833

22. Particulars of Loans given, Guarantees given and Investments made by the Company:

During the year under review, the Company has further invested in Equity Shares of Banco New Energy Cooling
Systems Limited a Wholly Owned Subsidiary of the Company, amounting to Rs. 26.6 Crores aggregating to Rs.
40 Crores as on 31st March, 2025 for its Principal business activities out of the Company's internal sources
of funds. The details of the Investment made is provided in note no. 4 of the notes to Standalone Financial
Statements of the Company. The Company has not given any Loan or Guarantees during the year under
review.

23. Share Capital:

As on 31st March, 2025, the paid-up equity share capital of your Company was Rs. 28.60 crores. During the
year under review, the Company issued 7,15,18,650 equity shares of face value of Rs. 2 each as fully paid-up
Bonus shares in the ratio 1:1.

24. Change in Capital Structure:

During the year under review, the Company has not issued any Equity Share with differential rights, Employees
Stock Options and Sweat Equity Share. Hence, details as per applicable rules of the Companies (Share Capital
and Debentures) Rules, 2014 are not required to be reported.

25. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints

Committee has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

The summary of sexual harassment complaints received and disposed of during the financial year 2024-25 is
as under:

- Number of Complaints Received: Nil

- Number of Complaints Disposed off: Nil

- Number of cases pending for more than 90 days: Nil

26. Maternity Benefit Compliance:

The Company is in compliance with the Maternity Benefit Act, 1961 covering the maternity leave provisions,
salary and benefits related to employee entitlements.

27. Deposits:

The Company has neither accepted nor renewed any deposits during the year under review.

28. Insurance:

All the properties and insurable interests of the Company, including buildings, plant and machinery and stocks,
have been adequately insured.

29. Industrial Relations:

Overall industrial relations continued to be cordial. Your Directors place on record their appreciation for the
continued support and co-operation of all the employees.

30. Internal Financial Control:

The Company has appropriate internal financial control systems and procedures in place with regard to
effective utilization of resources, efficiency in operation, financial reporting and compliance with various rules
and regulations and keeping in view the organization's pace of growth and increasing areas of operations.

The internal auditors conduct extensive audits throughout the year across all locations and across all functional
areas and submit their reports to the Audit Committee of the Board of Directors.

31. Details of Fraud Reporting, if any:

There has been no instance of fraud reported by the Auditors under section 143(12) of the Act and Rules
framed thereunder to either the Company or the Central Government.

32. Familiarization Programme for Independent Directors:

The details of programmes for familiarization of Independent Directors and training with the Company, their
roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the
Company and related matters are put up on the website of the Company at- http://www.bancoindia.com/
investor-relations/#1497261700893-eb0e6e05-b833 .

33. Human Resources:

Many initiatives have been taken to support business through organizational efficiency and various employee
engagement programmes which have helped the Organization to achieve higher productivity levels.

Significant efforts have also been undertaken to develop leadership as well as technical / functional capabilities
in order to meet future talent requirements.

The Company's HR processes such as hiring, fair transparent online performance evaluation and talent
management process, state-of-the-art workmen development process and market aligned policies have been
seen as benchmark practices in the Industry.

34. Material changes and Commitments:

Your Directors are of the opinion that there are no material changes and commitments affecting the financial
position of the Company which have occurred between end of financial year of the Company and the date of
this report.

35. Safety, Health and Environment Safety:

The Company has been continuously exercising effective safety, health and environment policies. Water and
air pollution control measures are successfully operated, and industrial trade effluents are used for gardening.
The tree plantation at the factory site is maintained properly and is being duly taken care.

36. Web Links:

Web links related to various policies are available in the Corporate Governance Report.

37. Change in the nature of Business:

There is no change in the nature of business during the year under review.

38. Significant and material order passed by the Regulator or Court:

No order was passed by any regulator, court or tribunal impacting the going concern status and Company's
operation in future during the year under review.

39. Disclosure in respect of Cost Records:

The Company has maintained the cost accounts and records respectively, as required under provisions of the
Companies Act, 2013.

40. Compliance of applicable Secretarial Standards:

Pursuant to Clause 9 of Secretarial Standards on Meetings of Board of Directors, it is stated that the Company
is compliant with applicable Secretarial Standards during the year.

41. Secretarial Audit Report of Material Unlisted Subsidiary:

Pursuant to the provisions of Regulation 24(1) of the LODR, the Company is required to annex the Secretarial Audit
Report of its material unlisted subsidiary(ies) incorporated in India to its Annual Report.

Based on the audited financial statements for the year ended 31st March, 2024, NRF Holding B.V. (Formerly known
as Nederlandse Radiateuren Fabriek B.V.) and Banco Gaskets (India) Limited were classified as material subsidiaries
of the Company for the Financial Year 2024-25.

In compliance with the above-mentioned requirement, the Secretarial Audit of Banco Gaskets (India) Limited, a
material unlisted subsidiary incorporated in India, was conducted by M/s. K H Rao & Co., Company Secretaries,
Vadodara for the year ended 31st March, 2025. The Secretarial Audit Report, as provided by the said firm, is annexed
to this report as Annexure "G". The Report does not contain any qualification, reservation or adverse remark.

42. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (IBC)
(31 of 2016) during the year under review:

Neither any application was made, nor any proceedings were pending in this regard under IBC during the year
under review.

43. The details of difference between the 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:

No one time settlement was required to be done with Banks or Financial Institutions during the year under
review.

44. Acknowledgement:

Your Directors wish to convey their gratitude and place on record their deep appreciation for the co-operation
and continued support received by the Company from Government, Customers, Shareholders, Vendors,
Bankers and all other Stake Holders, as well as Employees at all levels during the year.

By the order of the Board,

Mehul K. Patel

Date : 08.08.2025 (Chairman)

Place : Bil DIN: 01772099