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.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

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.

FINANCIAL PERFORMANCE:

DIVIDEND:

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.

DIVIDEND DISTRIBUTION POLICY:

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.bharatbiilee.com/
media/20440/bbl div-dist-policv 04082021.pdf.

The said Policy lays down various factors which are
considered by the Board while recommending the dividend
for the year.

SHARE CAPITAL:

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.

OPERATIONS:

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.

FINANCE:

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 enioyed by the
Company has been continuing at ICRA AA- (Stable) (Long
Term) and ICRA A1 (Short Term).

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

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

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

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.

DEPOSITS:

The Company has not accepted / renewed any fixed
deposits from the public or the Members, within the
meaning of Section 73 read with Chapter V of the Act,
and the Companies (Acceptance of Deposits) Rules,
2014, during the financial year 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.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls framework as designed
and implemented by the Company is adequate and
commensurate with the size, scale and complexity of its
operations. The framework has been designed to provide
reasonable assurance with respect to recording and
providing reliable financial and operational information,
complying with applicable laws, safeguarding of assets,
transactional controls and ensuring compliance with the

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.

PARTICULARS OF CONTRACT OR ARRANGEMENT
WITH RELATED PARTIES:

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.bharatbiilee.com/media/21035/bbl related-party-
transactions-policy.pdf.

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

PARTICULARS OF LOANS, GUARANTEE, INVESTMENTS
AND SECURITIES:

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

BOARD OF DIRECTORS:

Retire by Rotation:

In accordance with the provisions of Section 152 of the
Act and the Articles of Association of the Company,
Mr. 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.

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

During the period under review, at the
77^th Annual General Meeting of the Company, held on
August 29, 2024, the Members, with requisite maiority,
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.

Declarations by Independent Directors:

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

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

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

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

Rules, 2014. Mr. Madhavji has successfully qualified the said
online proficiency 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.

KEY MANAGERIAL PERSONNEL:

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:

MEETINGS OF THE BOARD:

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.

AUDIT COMMITTEE:

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.

NOMINATION AND REMUNERATION COMMITTEE:

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.bharatbiilee.com/media/1208/bbl
nomination-and-remuneration-policy 27052021.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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@
bharatbiilee.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.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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.

Bharat Bijlee & Antarang Foundation -
CareerAware: Enabling Aspirational Career

Pathways Programme 2024-25

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.

Bharat Bijlee & Anubhuti Charitable Trust - Career
Leadership with Intersectional Marginalized Youth
Programme 2024-25

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.

Bharat Bijlee & Sar-La Education Trust’s LMTI
Project 2024-25

I TI 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.

Bharat Bijlee & Magic Bus India - Adolescent
Education Program for Life Skills with Community
Learning Centers 2024-25

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.

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.

RISK MANAGEMENT COMMITTEE:

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:

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 “Risk Management Policy” is hosted on Company’s
Website at https://www.bharatbijlee.com/media/1206/bbl
risk-management-policy 04082021.pdf

EVALUATION OF DIRECTORS, COMMITTEE AND
BOARD:

Pursuant to the provisions of Section 178(2) the Act,
Regulation 17(10) of the Listing Regulations and the
Guidance Note issued by SEBI, the Board of Directors of the
Company, at its Meeting held on 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.

BOARD DIVERSITY POLICY:

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

VIGIL MECHANISM POLICY:

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.

PREVENTION OF SEXUAL HARRASSMENT AT
WORKPLACE:

Your Company gives prime importance to the dignity and
respect of its employees irrespective of their gender or
hierarchy and expects responsible conduct and 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.

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a. i n the preparation of the Annual Financial Statements
for the Year ended March 31, 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.

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

Pursuant to the provisions of Section 124 of the Act
and Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(‘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.bharatbiilee.com/companv/investor-relations/
investor-contact/

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

CORPORATE GOVERNANCE:

Your Company upholds the standards of governance and
is compliant with the Corporate Governance provisions as
stipulated under SEBI Listing Regulations. A separate Report
on Corporate Governance is annexed as Annexure IV, and
forms integral part of this 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.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
REPORT:

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

Management Discussion and Analysis (‘MDA’) forms part
of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINAIBILITY
REPORT:

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

STATUTORY AUDITOR AND THEIR REPORT:

Messrs Deloitte Haskins & Sells LLP, Chartered Accountants
(ICAI Firm Registration Number: 117366W/W-100018),
Mumbai, on the recommendation of the Audit Committee
and as approved by the Board, were appointed as Statutory
Auditors of the Company, at the 75^th Annual General
Meeting, of the Company, held on Wednesday, September
28, 2022, for a second (2^nd) term of five (5) consecutive
years, commencing from the conclusion of the 75^th 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.

OBSERVATIONS OF STATUTORY AUDITORS ON THE
FINANCIAL STATEMENTS FOR THE YEAR ENDED
MARCH 31, 2025:

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.

REPORTING OF FRAUDS:

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.

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETING:

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

SECRETARIAL AUDITORS AND THEIR REPORT:

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

COST AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014
(including any amendment(s), modification(s), variation
or re-enactment thereof for the time being in force), and
as per the recommendation of the Audit Committee, the
Board of Directors at its Meeting dated May 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.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016:

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

EXTRACT OF ANNUAL RETURN:

Pursuant to amendment of Rule 12 of Companies
(Management and Administration) Rules, 2014 by MCA,
wherein, instead of attaching an extract of annual return
to the 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/.

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

The particulars as required under the provisions of Section
134(3) (m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 in respect of conservation of

energy, technology absorption, foreign exchange earnings
and outgo etc. are furnished in Annexure III which forms
part of this Board’s Report.

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

Except as disclosed elsewhere in this 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.

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

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.

DETAILS OF 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 ALONG WITH THE REASONS THEREOF:

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

STATEMENT WITH RESPECT TO THE COMPLIANCE
TO THE PROVISIONS RELATING TO THE MATERNITY
BENEFITS ACT, 1961:

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.