Directors Report of Bajel Projects Ltd.

Mar 31, 2025

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

FINANCIAL RESULTS

The Highlights of the Standalone Financial Results are as under:

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations & Other Income	2,629.13	1194.51
Gross Profit before Finance Cost and Depreciation	90.16	35.71
Less: Finance Cost	53.51	18.53
Less: Depreciation	12.68	5.82
Profit/(Loss) before Exceptional Items and Tax	23.97	11.36
Exceptional Items	-	7.68
Profit/(Loss) before Taxes	23.97	3.68
Less: Provision for Tax expenses	8.51	(0.61)
Profit/(Loss) after Tax	15.46	4.29
Add: Other Comprehensive Income/(Loss)	(1.18)	0.92
Add: Balance in Profit & Loss Account	3.95	(1.26)
Less: Dividend including Dividend Distribution Tax paid during the year	-	-
Add: Transferred to retained earnings for vested cancelled options	0.07	-
Amount transferred to General Reserves	-	-
Amount transferred from Debenture Redemption Reserve	-	-
Dividend Paid	-	-
Balance available for appropriation	18.30	3.95
Basic EPS (H)	1.34	0.37
Diluted EPS (H)	1.33	0.37

The Highlights of the Consolidated Financial Results are as under:

Particulars	FY 2024-25
Revenue from Operations & Other Income	2,629.13
Gross Profit before Finance Cost and Depreciation	90.16
Less: Finance Cost	53.51
Less: Depreciation	12.68
Profit/(Loss) before Exceptional Items and Tax	23.97
Exceptional Items	-
Profit/(Loss) before Taxes	23.97
Less: Provision for Tax expenses	8.51
Profit/(Loss) after Tax	15.46
Add: Other Comprehensive Income	(1.18)
Add: Balance in Profit & Loss Account	-
Less: Dividend including Dividend Distribution Tax paid during the year	-
Add: Transferred to retained earnings for vested cancelled options	0.07
Amount transferred to General Reserves	-
Amount transferred from Debenture Redemption Reserve	-
Dividend Paid	-
Balance available for appropriation	18.30
Basic EPS (H)	1.34
Diluted EPS (H)	1.33

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

Particulars	FY 2024-25	FY 2023-24
Return on Capital	12.75%	5.32%
Employed (%)
Basic EPS (after exceptional	1.34	0.37
items) (H)

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

STATE OF COMPANY AFFAIRS / OPERATIONS

During the financial year 2024-25:

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

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

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

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

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

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

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

The Company’s cash and cash equivalent as at March
31, 2025 was H 55.68 crore. The Company manages cash
and cash flow processes assiduously, involving all parts
of the business. The Company continues to focus on
judicious management of its working capital. Receivables,
inventories and other working capital parameters were
kept under strict check through continuous monitoring.

During the year under review, there has been no change
in the nature of business of the Company.

Figures are reported for March 2025 are for the period
from 01^st April, 2024 to 31^st March, 2025.

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

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

TRANSFER TO RESERVES

The Company has not transferred any amount to the
General Reserve during the current financial year.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

Considering the need for conserving the funds for
future business growth, your directors have not
recommended any dividend for the financial year 2024-25.
The Dividend Distribution Policy containing the
requirements mentioned in regulation 43A of the SEBI
Listing Regulations is attached in Annexure A and forms
part of this Report. The Policy can also be accessed on
the Company’s website at: https://baielproiects.com/pdf/
Policies/Dividend-Distribution-Policy-15-April-24.pdf

SHARE CAPITAL

The paid-up equity shares capital of the Company as on
March 31, 2025, was H 23.12 crore. The increase in number
of shares during the year is on account of (i) allotment
of 56,200 equity shares of H 2 each on June 12, 2024;
(ii) allotment of 1,95,326 equity shares of H 2 each on
September 13, 2024; (iii) allotment of 45,550 equity shares
of H 2 each on December 17, 2024; and (iv) allotment of
21,857 equity shares of H 2 each on February 21, 2025, to
the employees upon their exercise of Options under Bajel
Special Purpose Employee Stock Option Scheme, 2023 of
the Company. These shares were included, on weighted
average basis, for the computation of EPS. The Company
has not issued shares with differential voting rights.
No disclosure is required under Section 67(3)(c) of the
Companies Act, 2013 (“Act”), in respect of voting rights not
exercised directly by the employees of the Company, as
the provisions of the said Section are not applicable.

The equity shares of the Company continue to remain
listed on BSE Limited and National Stock Exchange of
India Limited (collectively “Stock Exchanges”). The listing
fees for the financial year 2025-26 has been paid to the
Stock Exchanges.

DEPOSITORY SYSTEM

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

In accordance with provisions of the Demerger Scheme
(“Scheme”) , the Company had issued and allotted 1 (One)
fully paid-up equity share of the Resulting Company (Bajel
Projects Limited ) having a face value of H 2/- (Rupees Two)
each for every 1 (One) fully paid-up equity share of H 2/-
(Rupees Two) each of the Demerged Company (Bajaj

Electricals Limited) to the shareholders of the Demerged
Company (or to such of their respective heirs, executors,
administrators or other legal representatives or other
successors) whose names appeared in the Register of
Members and/or records of the depository as on the Record
Date (i.e. Thursday, September 14, 2023). Further, pursuant
to provisions of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, the New Equity Shares have been issued
in a dematerialized form only. Accordingly, the equity
shares allotted to all such shareholders who held shares
of the Demerged Company in physical form, have been
kept in separate escrow account opened by the Company
for the purpose of this Scheme (“Escrow Account”).

Shareholders holding shares of Demerged Company as on
the above Record Date in physical mode, along with the
equity shares of Company allotted to those shareholders
have been kept in a Escrow Account. We request the
shareholders to provide the details of their demat account
and such further information and documents to M/s
MUFG Intime India Private Limited (Registrar and Transfer
Agent), as the case may be. On receipt of the necessary
information and details from shareholders, subject to
their satisfactory verification, such Equity Shares shall
be transferred to the demat account in proportion to
the entitlement.

DEPOSITS

During the year under review, the Company has not
accepted any deposits covered under Chapter V of the
Act. Accordingly, no disclosure or reporting is required in
respect of details relating to deposits.

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

CREDIT RATING

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

Instrument	Rating Agency	Rating
Long Term Bank	CRISIL Ratings	CRISIL A /Stable
Loan Facility	Limited	(Reaffirmed)
Short Term Bank	CRISIL Ratings	CRISIL A1
Loan Facility	Limited	(Reaffirmed)

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing
Regulations, the Company has formulated a Policy
on Materiality of Related Party Transactions which is
also available on the Company’s website at: https://
baielproiects.com/pdf/Policies/Policv-on-Determination-
of-Materiality-for-Disclosure-of-Events-of-Information.
pdf. The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all
transactions between the Company and its Related Parties.

All transactions entered into with the related parties
for the year under review were in an ordinary course
of business and on an arm’s length basis. There are 2
(two) Material related party transactions i.e. transactions
exceeding H 1,000 crore or 10% of the annual consolidated
turnover whichever is less, as per the last audited
financial statements, were entered during the year by the
Company for which approval was obtained. Accordingly,
the disclosure of related party transactions as required
under Section 134(3)(h) of the Companies Act, 2013
(“Act”), is given in the prescribed format in Form AOC-2
attached herewith as Annexure B. Further, there are no
material related party transactions during the year under
review with the Promoters, Directors and Key Managerial
Personnel, which may have a potential conflict with the
interest of the Company at large.

The related party transactions are mentioned in the
notes to the accounts. The Directors draw attention of
the members to Note No. 40 to the standalone and Note
No. 41 consolidated financial statements which sets out
related party disclosure.

The disclosures in respect of loans and advances pursuant
to the provisions of Regulation 34(3), read with clause 1 &
2 of Part A of Schedule V of the SEBI Listing Regulations,
in compliance with the Accounting Standard on Related
Party Disclosures, are not applicable since the Company
does not have any holding or subsidiary companies at the
end of the year under review and company does not have
any listed non-convertible securities.

During the year under review, the following person(s) or
entity(ies) belonging to the Promoter/Promoter Group
held 10% or more shares in the paid-up equity share
capital of the Company:

Name of the person/entity	Shareholding (%)
Jamnalal Sons Private Limited	19.50
Bajaj Holdings and Investment Limited	16.55

Disclosure of transactions pursuant to the provisions
of Regulations 34(3) read with clause 2A of Part A of
Schedule V of the SEBI Listing Regulations is attached as
Annexure D and forms part of this Report.

PARTICULARS OF LOANS AND ADVANCES,
GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Act and
the rules framed thereunder, the particulars of the loans
given, investments made or guarantees given or security
provided are given in the Notes to the standalone and
consolidated financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There are no significant and material orders passed
by the regulators/courts/tribunal which would impact

the going concern status of the Company and its
operations in the future.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THIS
BOARD REPORT RELATE TILL THE DATE OF
THIS REPORT

There are no material changes and commitments,
affecting the financial position of the Company, which
has occurred between the end of the financial year for the
Company i.e. March 31, 2025, and the date of this Board’s
Report i.e., May 22, 2025.

APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR

No application has been made under the Insolvency
and Bankruptcy Code against the Company; hence the
requirement to disclose the details of application made
or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is
not applicable.

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

During the year under review, there was no instance of
one-time settlement with banks or financial institutions;
hence the requirement to disclose the details of difference
between amount of the valuation done at the time of
onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with
the reasons thereof, is not applicable.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a Corporate Social Responsibility
(“CSR”) policy and has constituted a CSR Committee as
required under the Act for implementing various CSR
activities. The CSR Committee of Mr. Shekhar Bajaj, as
the Chairman of the Committee, and Mr. Rajesh Ganesh,
Dr. Rajendra Prasad Singh and Ms. Radhika M. Dudhat
as the members of the Committee. The CSR policy is
available on the website of the Company at: https://
baielproiects.com/pdf/Policies/Corporate-Social-
Responsibilitv-Policv.pdf

Other details about the CSR Committee are provided in
the Corporate Governance Report which forms part of
this Report. The Company has implemented various CSR
projects directly and/or through implementing partners

and the said projects undertaken by the Company are
in accordance with its CSR Policy, and Schedule VII to
the Act. Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended, is given in Annexure E, which forms
part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

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

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance
has been fundamental to the business of the Company
since its inception. As per Regulation 34(3) read with
Schedule V of the SEBI Listing Regulations, a separate
section on corporate governance practices followed by
the Company, together with the following declarations/
certifications forms an integral part of this Corporate
Governance Reporting:

a. A declaration signed by Mr. Rajesh Ganesh,
Managing Director & Chief Executive Officer,
stating that the members of board of directors
and senior management personnel have affirmed
compliance with the Company’s Code of Business
Conduct and Ethics;

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

c. A certificate of Non-Disqualification of Directors
from M/s. Anant Khamankar & Co., Secretarial Auditor
of the Company; and

d. A certificate of the CEO and CFO of the Company,
inter alia, confirming the correctness of the financial
statements and cash flow statements, adequacy
of the internal control measures and reporting of
matters to the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report on the
operations of the Company, as required under the SEBI
Listing Regulations is provided in a separate section and
forms an integral part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section
92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual
Return of the Company for the financial year ended
March 31, 2025, can be accessed at https://baielproiects.
com/investor-relations.

VIGIL MECHANISM

The Company has a Whistle Blower Policy to report
genuine concerns or grievances about any poor or
unacceptable practice and any event of misconduct, and
to provide adequate safeguards against victimisation of
persons who may use such a mechanism. The Whistle
Blower Policy has been posted on the website of the
Company at: https://baielproiects.com/pdf/Policies/

Whistle-Blower-Policy-or-Vigil-Mechanism.pdf

EMPLOYEES STOCK OPTION SCHEME

The Company has implemented the Bajel Special
Purpose Employees Stock Option Scheme 2023 (“Special
Purpose ESOP Scheme”) in accordance with the SEBI
(Share Based Employee Benefits) Regulations, 2014, read
with Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(“SEBI SBEB Regulations”).

Details of the shares issued under Special Purpose ESOP
Scheme, as also the disclosures in compliance with SEBI
SBEB Regulations is uploaded on the website of the
Company www.baielproiects.com. which forms part of
this Report. No employee has been issued stock options,
during the year, equal to or exceeding 1% of the issued
capital of the Company at the time of grant. Cost towards
the issuance of equity shares pursuant to exercise of
stock options is recognised in profit and loss statement in
accordance with Ind AS 102 (Shares based payment).

The Company has obtained a Certificate from the
Secretarial Auditors stating that ESOP Scheme has
been implemented in accordance with the SEBI SBEB
Regulations. The said Certificate will be made available
for inspection through electronic mode by writing to the
Company at [email protected] from the date of
circulation of the AGM Notice till the date of the AGM i.e.
August 14, 2025.

Additionally, during the year under review, with the
approval of the Nomination & Remuneration Committee
and Board of Directors at their respective meetings held on
29^th April, 2024, and with the approval of the shareholders
via Special Resolution dated May 14, 2024, the Company

adopted a new Employees Stock Option Plan - 2024 for
issuance of equity shares of the Company in the form
of Employee Stock Options to its eligible employees, in
accordance with the SEBI SBEB Regulations. This ESOP
Plan will eventually result in the grant of upto 57,64,187
(Fifty-Seven Lakhs Sixty-Four Thousand One Hundred
and Eighty-Seven) Options multiple tranches to eligible
employees of the Company.

EMPLOYEE WELFARE TRUSTS

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

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

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

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE

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

Performance of Joint Ventures

Name	% of shareholding of the Company as on March 31, 2025	Status
Baiai Electricals Limited Employees'' Welfare Fund No.1	32.93%	Joint Venture
Baiai Electricals Limited Employees'' Welfare Fund No.2	32.93%	Joint Venture

Name	% of shareholding of the Company as on March 31, 2025	Status
Bajaj Electricals Limited Employees'' Welfare Fund No.3	32.93%	Joint Venture
Bajaj Electricals Limited Employees'' Welfare Fund No.4	32.93%	Joint Venture
Bajaj Electricals Limited Employees'' Housing Welfare Fund	32.93%	Joint Venture

Bajaj Electricals Limited Employees’ Welfare Fund 1:

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

Bajaj Electricals Limited Employees’ Welfare Fund 2:

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

Bajaj Electricals Limited Employees’ Welfare Fund 3:

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

Bajaj Electricals Limited Employees’ Welfare Fund 4:

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

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

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

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

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

FINANCIAL STATEMENTS

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

CONSOLIDATED FINANCIAL STATEMENTS

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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

• Appointment of Mr. Sudarshan Sampathkumar
(DIN: 01875316) as an Independent Director for a
term of five consecutive years from May 22,2025

During the year under review, on the recommendation
of the Nomination and Remuneration Committee,
the Board at its Meeting held on May 22, 2025,
appointed Mr. Sudarshan Sampathkumar (DIN:
01875316) as an Additional Director on the Board
of the Company in the category of Non-Executive
& Independent Director to hold office for a term
of 5 (five) consecutive years from May 22,2025 to
May 21, 2030. His appointment is not liable to retire
by rotation, to be approved and regularised as an
Independent Director by the shareholders in the
upcoming Annual General Meeting scheduled on
August 14, 2025.

• Director coming up for retirement by rotation.

In accordance with the provisions of Section 152 of
the Act and the Company’s Articles of Association,
Mr. Ajay Suresh Nagle (DIN:00773616) Director is
liable to retire by rotation at the forthcoming Annual
General Meeting and being eligible offers himself
for re-appointment. The Board recommends the
re-appointment of Mr. Ajay Suresh Nagle for the
consideration of the Members of the Company.
The relevant details including the profile of Mr. Ajay
Suresh Nagle is included separately in the Notice of
AGM and Report on Corporate Governance of the
Company, forming part of the Annual Report.

As on the date of this Report, the Company’s Board
comprised of seven (07) Directors, out of which, five
(5) are Non-Executive Directors (NEDs) including one
(1) Woman Directors. NEDs represent 71.43% of the
total strength. Further, out of the said five (5) NEDs,
four (4) are Independent Directors, comprising one-
woman independent director, representing 57.14%
of the total strength of the Board. The composition
of the Board is in conformity with Regulation 17
of the SEBI Listing Regulations and also with the
provisions of the Act.

Independent Directors

All Independent Directors of the Company have given
declarations under Section 149(7) of the Act that they
meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) and other
applicable provisions of the SEBI Listing Regulations. In
terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists
or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an
objective independent judgement and without any
external influence. The Independent Directors hold office
for a fixed term of five years and are not liable to retire
by rotation. All Independent Directors of the Company
have valid registrations in the Independent Director’s
databank of Indian Institute of Corporate Affairs as
required under Rule 6(1) of the Companies (Appointment
and Qualification of Director) Fifth Amendment Rules,
2019 and are either exempt or have completed the online
proficiency self - assessment test conducted by the Indian
Institute of Corporate Affairs the in accordance with the
provisions of Section 150 of the Act. In the opinion of the
Board, the Independent Directors, fulfil the conditions of
independence specified in Section 149(6) of the Act and
Regulation 16(1)(b) and other applicable provisions of the
SEBI Listing Regulations and they possess necessary
expertise, integrity, experience, and proficiency in their
respective fields. The Independent Directors reviewed
the performance of Non-Independent Directors, the
Committees and the Board as a whole, along with the
performance of the Chairman of the Company, taking
into account the views of Executive Directors and Non¬
Executive Directors and assessed the quality, quantity
and timeliness of flow of information between the
management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.

The terms and conditions of appointment of the
Independent Directors are placed on the website
of the Company at: https://baielproiects.com/pdf/
Disclosure-Under-Regulation-46-of-the-LODR/Letter-of-
Appointment-of-Independent-Director.pdf

In compliance with the requirement of SEBI Listing
Regulations, the Company has put in place a familiarisation
programme for the independent directors to familiarise
them with their role, rights and responsibility as directors,
the working of the Company, nature of the industry in

which the Company operates, business model, etc. The
details of familiarisation programme are explained in
the Corporate Governance Report and the same are
also available on the website of the Company at https://
baielproiects.com/pdf/Disclosure-Under-Regulation-46-
of-the-LODR/Familiarisaton-programmes-for-ID.pdf.

Key Managerial Personnel

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

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

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

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

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

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

NUMBER OF MEETINGS OF THE BOARD

Seven (07) Board meetings were held during the financial
year 2024- 25. The intervening gap between the meetings
was within the period prescribed under the Act and SEBI
Listing Regulations. The details of meetings of the Board
held during the financial year 2024-25 forms part of the
Corporate Governance Report.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board of Directors had the
following Committees:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders’ Relationship Committee;

d. Risk Management Committee;

e. Corporate Social Responsibility Committee;

f. Finance Committee; and

g. Committee of Independent Directors.

The details of the Committees along with their
composition, number of meetings and attendance at
the meetings are provided in the Corporate Governance
Report which forms a part of this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI
Listing Regulations, the Board has carried out the annual
performance evaluation of the Directors individually
as well as evaluation of the working of the Board and
of the Committees of the Board, by way of individual
and collective feedback from Directors. The manner in
which the evaluation was conducted by the Company
and evaluation criteria has been explained in the
Corporate Governance Report which forms a part of this
Annual Report.

The Board of Directors has expressed its satisfaction with
the evaluation process.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The Board of Directors has framed a Nomination and
Remuneration Policy which lays down a framework in
relation to appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management of
the Company (“Policy”). The Policy broadly lays down the
guiding principles, philosophy and the basis for payment
of remuneration to Executive and Non-Executive Directors
(by way of sitting fees and commission), Key Managerial
Personnel, Senior Management and other employees.
The Policy also provides for the Board Diversity, the criteria
for determining qualifications, positive attributes, the
independence of Director and criteria for appointment
of Key Managerial Personnel/Senior Management
and performance evaluation which are considered by
the Nomination and Remuneration Committee and
the Board of Directors whilst taking a decision on the
potential candidates.

The said policy also includes a criterion for making
payments to all the non-executive directors of the
Company (including independent directors).

The above Policy is given in Annexure F, which forms part
of this Report, and has also been posted on the website
of the Company at: https://baielproiects.com/pdf/Policies/
Nomination-and-Remuneration-Policy.pdf

RISK AND INTERNAL CONTROLS ADEQUACY

The Company’s internal control systems are commensurate
with the nature of its business and the size and complexity
of its operations. These are routinely tested and certified
by Statutory as well as Internal Auditors and cover all
offices, factories and key business areas. Significant audit
observations and follow up actions thereon are reported
to the Audit Committee. The Audit Committee reviews
adequacy and effectiveness of the Company’s internal control
environment and monitors the implementation of audit

recommendations, including those relating to strengthening
of the Company’s risk management policies and systems.

Based on the report of the Statutory Auditors, the internal
financial controls with reference to the standalone and
consolidated financial statements were adequate and
operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.

REPORTING OF FRAUD

There was no instance of fraud reported during the year
under review, which required the Statutory Auditors, Cost
Auditor or Secretarial Auditor to report the same to the
Audit Committee of the Company under Section 143(12) of
the Act and Rules framed thereunder.

RISK MANAGEMENT

The Company has formulated a Risk Management policy
and has in place a mechanism to inform the Board about
risk assessment and minimisation procedures along with
a periodical review to ensure that executive management
controls risk by means of a properly designed framework.

The Risk Management framework is reviewed periodically
by the Risk Management Committee, which includes
discussing the Management submissions on risks,
prioritising key risks and approving action plans to
mitigate such risks.

Detailed discussion on risk management forms part of
the Management Discussion and Analysis, which forms
part of this integrated Annual Report. At present, in the
opinion of the Board of Directors, there are no risks which
may threaten the existence of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of three Directors viz. Mr.
Maneck Davar as the Chairman of the Committee, and Dr.
Rajendra Prasad Singh and Ms. Radhika M. Dudhat, as the
members of the Committee.

During the year under review all the recommendations
of the Audit Committee were accepted by the Board.
Details of the role and responsibilities of the Audit
Committee, the particulars of meetings held and
attendance of the Members at such Meetings are given in
the Report on Corporate Governance, which forms part of
the Annual Report.

MATERIAL CHANGES AND COMMITMENTS

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

AUDITORS AND AUDITOR''S REPORT
Statutory Auditors

The Members at their 1^st Annual General Meeting
(“1^st AGM”) of the Company held on June 16, 2023,
had appointed Messrs S R B C & Co. LLP, Chartered
Accountants (ICAI Registration No.324982E/E300003) as
the Statutory Auditors of the Company till the conclusion
of Annual General Meeting of the Company to be held in
the year 2027.

The Auditors’ Report on the financial statements forms
part of this Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the
Auditors in their Report.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act
read with the Rules framed thereunder, the cost audit
records maintained by the Company in respect of its
manufacturing activities are required to be audited. In
this regard, Messrs R. Nanabhoy & Co. (Firm Registration
No.000010), Cost Accountants carried out the cost audit
for applicable businesses during the financial year.

Based on the recommendation of the Audit Committee,
the Board of Directors has appointed Messrs R.
Nanabhoy & Co. (Firm Registration No.000010), Cost
Accountants as the Cost Auditors for the financial year
2024-25. The Company has received a certificate from
Messrs R. Nanabhoy & Co., confirming that they are not
disqualified from being appointed as the Cost Auditors
of the Company.

The remuneration payable to the Cost Auditors is required
to be placed before the members in the general meeting
for their ratification. Accordingly, a resolution seeking
members’ ratification for the remuneration payable to
Messrs R. Nanabhoy & Co., Cost Accountants, is included
at Item No.6 of the Notice of the ensuing AGM.

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

Secretarial Auditors

The Board had appointed Messrs Anant B. Khamankar &
Co., Practicing Company Secretaries (Membership No. FCS
3198; CP No. 1860) as the Secretarial Auditors to conduct
the Secretarial Audit of the Company for the financial
year ended March 31, 2025, as per the provisions of Section
204 of the Act read with Rules framed thereunder.
The Secretarial Audit Report in Form MR-3 is given
as Annexure G and forms a part of this Report.
The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Regulation 24A of the SEBI
Listing Regulations read with SEBI Circulars issued in this
regard, the Company has undertaken a Secretarial Audit
for the financial year 2024-25 for all applicable compliances

as per SEBI Regulations and Circulars/Guidelines
issued thereunder. The Annual Secretarial Compliance
Report duly signed by Messrs Anant B. Khamankar &
Co., Practicing Company Secretaries (Membership No.
FCS 3198; CP No. 1860) has been submitted to the Stock
Exchanges within 60 days of the end of the Financial Year.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

Transfer of shares to IEPF

As per the Scheme of Arrangement between Bajaj
Electricals Limited (“Demerged Company”) and Bajel
Projects Limited (“Resulting Company/ Company”) and
their respective shareholders under Sections 230 to 232 of
Act (“Demerger Scheme”) and Pursuant to the provisions
of Section 124 of the Act read with the IEPF Rules equity
shares of face value of H 2/- each, in respect of which
dividend was not paid or claimed by the members for
seven consecutive years or more of demerged Company,
their shares consequent to the Demerger Scheme have
been transferred by the Company to IEPF.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014, is annexed
herewith as Annexure H which forms part of this Report.

HUMAN RESOURCES AND INDUSTRIAL
RELATIONS

The Company maintains a policy of employee welfare at
each level and remains committed to enhancing their
competency and contribution. Company has put in a
concerted efforts to onboard right talent, keeping in mind
the ambitious goals set out for future. Company continues
to improve HR policies and processes including skill
development, performance management and employee
engagement initiatives. These are discussed in detail in
the Management Discussion and Analysis Report forming
part of the Annual Report.

The relations with the employees of the Company have
continued to remain cordial.

KEY INITIATIVES WITH RESPECT TO
STAKEHOLDER RELATIONSHIP, CUSTOMER
RELATIONSHIP, ENVIRONMENT,
SUSTAINABILITY, HEALTH, SAFETY AND
WELFARE OF EMPLOYEES

The key initiatives taken by the Company with respect
to stakeholder relationship, customer relationship,
environment, sustainability, health and safety are
provided separately under various heads in this Integrated
Annual Report.

The Environment, Health and Safety Policy and Human
Rights Policy are available on the website of the Company
at https://baielproiects.com/investor-relation.

PROTECTION OF WOMEN AT WORKPLACE

In order to comply with provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed
thereunder (“POSH Act”), the Company has formulated
and implemented a policy on prevention, prohibition and
redressal of complaints related to sexual harassment of
women at the workplace. All women employees either
permanent, temporary or contractual are covered under
the above policy. The said policy has been uploaded on
the internal portal of the Company for information of
all employees and has been widely disseminated. An
Internal Complaint Committee (ICC) has been set up in
compliance with the said provisions.

Number of cases filed and their disposal under Section 22
of the POSH Act, as at March 31, 2025, is as follows:

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

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as
required in terms of the provisions of Section 197 (12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
are given in Annexure I, which forms part of this Report.

Further, in accordance with the provisions of Sections
197(12) & 136(1) of the Act read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the list pertaining to the names
and other particulars of employees drawing remuneration
in excess of the limits set out in the aforesaid Rules, is
kept open for inspection during working hours at the
Registered Office of the Company and the Report &
Accounts as set out therein are being sent to all the
Members of the Company. Any Member, who is interested
in obtaining these, may write to the Company Secretary
at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

a. in the preparation of the Annual Accounts for the
year ended March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

b. they have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;

c. they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting frauds and other
irregularities;

d. they have prepared the annual accounts on a going
concern basis;

e. they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

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

OTHER DISCLOSURES / CONFIRMATIONS

a. Neither the Managing Director & Chief Executive
Officer nor the Executive Director of the Company
received any remuneration or commission from any
of the subsidiaries of the Company, as Company does
not have any subsidiaries.

b. The Company has not issued any sweat equity shares
to its directors or employees.

c. The Company has not failed to implement any
corporate action during the year under review.

d. The disclosure pertaining to explanation for any
deviation or variation in connection with certain
terms of a public issue, rights issue, preferential
issue, etc. is not applicable to the Company, as the
Company has not done any issue, and the Company
got listed pursuant to demerger scheme.

e. The Company’s securities were not suspended
during the year under review.

f. There was no revision of financial statements
and Board’s Report of the Company during the
year under review.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors place on record their deep appreciation
to employees at all levels for their hard work, dedication
and commitment, which is vital in achieving the over-all
growth of the Company.

The Board places on record its appreciation for the support
and co-operation the Company has been receiving from
its suppliers, vendors, business partners and others
associated with the business of the Company. The
Company looks upon them as partners in its progress and
has shared with them the rewards of growth. It will be the
Company’s endeavour to build and nurture strong links
with the customers on mutuality of benefits, along with
respect for and co-operation with each other. The Directors
also take this opportunity to thank all Shareholders,
Clients, Banks, Government Regulatory Authorities and
Stock Exchanges, for their continued support.

ANNEXURES

a. Dividend Distribution Policy - Annexure A;

b. AOC-2 - Annexure B;

c. AOC-1- Annexure C

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

2A of the Part A of Schedule V of the SEBI Listing
Regulations- Annexure D;

e. Annual Report on CSR Activities - Annexure E;

f. Nomination and Remuneration Policy of the
Company - Annexure F;

g. Secretarial Audit Report - Annexure G;

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

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

For and on behalf of
the Board of Directors of Bajel Projects Limited

Shekhar Bajaj

Mumbai Chairman

May 22, 2025 DIN: 00089358

Address: Rustomjee Aspiree, 8^th Floor,
Bhanu Shankar Yagnik Marg,
Sion East, Mumbai-400022

---

Mar 31, 2024

The Directors are pleased to present the Company''s 2^nd Annual Report and the Audited Financial Statement for the financial year ended March 31,2024.

FINANCIAL RESULTS

The highlights of the Standalone Financial Results are as under:

(H in crore except for EPS)

Particulars	FY 2023-24	FY 2022-23 (Restated)1
Revenue from Operations & Other Income	1194.51	717.96
Gross Profit before Finance Cost and Depreciation	35.71	13.40
Less: Finance Cost	18.53	7.40
Less: Depreciation	5.82	6.28
Profit/(Loss) before Exceptional Items and Tax	11.36	(0.28)
Exceptional Items	7.68	-
Profit/(Loss) before Taxes	3.68	(0.28)
Less: Provision for Tax expenses	(0.61)	1.30
Profit/(Loss) after Tax	4.29	(1.58)
Add: Other Comprehensive Income	0.92	0.32
Add: Balance in Profit & Loss Account	-	-
Less: Dividend including Dividend Distribution Tax paid during the year	-	-
Add: Transferred to retained earnings for vested cancelled options	-	-
Amount transferred to General Reserves	-	-
Amount transferred from Debenture Redemption Reserve	-	-
Dividend Paid	-	-
Balance available for appropriation	5.21	(1.26)
Basic EPS (H)	0.37	(0.14)
Diluted EPS (H)	0.37	(0.14)

*Figures are reported for March, 2023 are for the period from January 19, 2022 to March 31,2023 and accordingly not comparable with current year.

Return on Capital Employed and EPS for the financial year ended March 31, 2024 and for the last financial year, are given below:

Particulars	FY 2023-24 ¦	FY 2022-231
Return on Capital Employed (%)	5.32	1.27
Basic EPS (after exceptional items) (H)	0.37	(0.14)

*Figures are reported for March, 2023 are for the period from January 19, 2022 to March 31,2023 and accordingly not comparable with current year.

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

STATE OF COMPANY AFFAIRS / OPERATIONS

During the financial year 2023-24:

• Revenue from operations on standalone basis increased to H 1,169.21 crore as against H 663.69 crore in the previous year - a growth of 76.17 %.

• Cost of Goods Sold as a percentage of revenue from operations increased to 80.92% from 71.72% in the previous year.

• Other expenses as a percentage to revenue from operations decreased to 11.36% (H 132.79 crore) from 19.06% (H 126.48 crore) in the previous year.

• The Profit After Tax for the current year is H 4.29 crore from loss of H 1.58 crore in the previous year - a growth of 371.52%.

As at March 31, 2024, the gross property, plant and equipment, investment property and other intangible assets including leased assets, stood at H 127.80 crore and the net property, plant and equipment, investment property and other intangible assets, including leased assets, at H 69.44

crore. Capital Expenditure during the year amounted to H 27.85 crore (H 4.36 crore in the previous year).

The Company''s cash and cash equivalent as at March 31, 2024 was H 46.61 crore. The Company manages cash and cash flow processes assiduously, involving all parts of the business. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital, parameters were kept under strict check through continuous monitoring.

During the year under review, there has been no change in the nature of business of the Company.

Figures reported for March, 2023 are for the period from January 19, 2022 to March 31, 2023 and accordingly not comparable with current year.

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

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the current financial year.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

Considering the need for conserving the funds for future business growth, your directors have not recommended any dividend for the financial year 202324. The Dividend Distribution Policy containing the requirements mentioned in regulation 43A of the SEBI Listing Regulations is attached in Annexure A and forms part of this Report. The Policy can also be accessed on the Company''s website at: https://baielproiects.com/pdf/ Policies/Dividend-Distribution-Policy-15-April-24.pdf

SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31,2024 was ^ 23.06 crore. The increase in number of shares during the year is on account of (i) allotment of 11.51 crore equity shares of ^ 2 each on September 16, 2023 to the shareholders of Bajaj Electricals Limited ("Demerged Company”) who were holding shares of Demerged Company on record date i.e. September 14, 2023, pursuant to the Scheme of Arrangement between Bajaj Electricals Limited ("Demerged Company”) and Bajel Projects Limited ("Resulting Company/ Company”) and their respective shareholders under Sections 230 to 232 of the Companies Act,2013 ("Demerger Scheme”) (ii) allotment of 1,81,799 equity shares of ^ 2 each on February 29, 2024 to the employees upon their exercise of Options under Bajel Special Purpose Employee Stock Option Scheme, 2023 of the Company. These shares were included, on weighted average basis, for the computation of EPS. The Company has not issued shares with differential voting rights. No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 ("Act”), in respect of voting rights

not exercised directly by the employees of the Company, as the provisions of the said Section are not applicable.

LISTING ON BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED

The equity shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited (collectively "Stock Exchanges”) under their approval letters dated December 19, 2023, and December 19, 2023 respectively. Further the trading in the Company''s shares began on Stock Exchanges with effect from December 19, 2023. The listing fees for financial year 2024-25 have been paid to the Stock Exchanges.

DEPOSITORY SYSTEM

The Company''s shares are compulsorily tradable in electronic form. As on March 31, 2024, 100% of the Company''s total paid up capital representing 11,52,83,752 equity shares are in a dematerialised form.

In accordance with provisions of the Scheme, the Company has issued and allotted 1 (One) fully paid-up equity share of the Resulting Company (Bajel Projects Limited ) having a face value of H 2/- (Rupees Two) each for every 1 (One) fully paid-up equity share of H 2/- (Rupees Two) each of the Demerged Company to the shareholders of the Demerged Company (or to such of their respective heirs, executors, administrators or other legal representatives or other successors) whose names appeared in the Register of Members and/or records of the depository as on the Record Date (i.e., Thursday, September 14, 2023). Further, pursuant to provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the New Equity Shares have been issued in a dematerialized form only. Accordingly, the equity shares allotted to all such shareholders who held shares of the Demerged Company in physical form have been kept in separate escrow account opened by the Company for the purpose of this Scheme ("Escrow Account”).

We request the shareholders to provide the details of their demat account and such further information and documents to M/s Link Intime India Private Limited (Registrar and Transfer Agent), as the case may be. On receipt of the necessary information and details from shareholders, subject to their satisfactory verification, such Equity Shares shall be transferred to the demat account in proportion to your entitlement.

DEPOSITS

During the year under review, the Company has not accepted any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

CREDIT RATING

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

Instrument	Rating Agency	Rating
Long Term Bank Loan	CRISIL Ratings	CRISIL A /
Facility	Limited	Stable
Short Term Bank Loan	CRISIL Ratings	CRISIL A1
Facility	Limited

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Company''s website at: https:// baielproiects.com/pdf/Policies/Policy-on-Determination-of-Materialitv-for-Disclosure-of-Events-of-Information.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

All transactions entered into with the Related Parties for the year under review were in an ordinary course of business and at arm''s length basis. There is 1 (one) Material Related Party transaction i.e. transaction exceeding H 1,000 crore or 10% of the annual consolidated turnover whichever is less, as per the last audited financial statements, was entered during the year by the Company for which approval has been obtained. Accordingly, the disclosure of Related Party transactions as required under Section 134(3)(h) of the Act, is given in the prescribed format in Form AOC-2 attached herewith as Annexure B. Further, there are no Material Related Party transactions during the year under review with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The Related Party Transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 39 to the standalone financial statements which sets out Related Party disclosure.

The disclosures in respect of loans and advances pursuant to the provisions of Regulation 34(3), read with clause 2 of Part A of Schedule V of the SEBI Listing Regulations, in compliance with the Accounting Standard on Related Party Disclosures, are not applicable since the Company does not have any holding or subsidiary companies at the end of the year under review.

During the year under review, the following person(s) or entity(ies) belonging to the Promoter/Promoter Group held 10% or more shares in the paid-up equity share capital of the Company:

Name of the person/entity	Shareholding (%)
Jamnalal Sons Private Limited	19.56
Bajaj Holdings and Investment Limited	16.60

Disclosure of transactions pursuant to the provisions of Regulations 34(3) read with clause 2A of Part A of Schedule V of the SEBI Listing Regulations is attached as Annexure C and forms part of this Report.

PARTICULARS OF LOANS AND ADVANCES, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Act and the rules framed thereunder, the particulars of the loans given, investments made or guarantees given or security provided are given in the Notes to the standalone financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators/courts/tribunal which would impact the going concern status of the Company and its operations in the future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE TILL THE DATE OF THIS REPORT

There are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e. March 31, 2024, and the date of this Board''s Report i.e., May 23, 2024.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made under the Insolvency and Bankruptcy Code against the Company; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

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

During the year under review, there was no instance of one-time settlement with banks or financial institutions; hence the requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

SCHEME OF ARRANGEMENT UNDER SECTIONS 230-232 OF THE ACT

• Scheme of Arrangement between Bajaj Electricals Limited and Bajel Projects Limited and their respective shareholders:

The Board of Directors of the Company, at its meeting held on February 8, 2022, had considered and approved the Scheme of Arrangement between Bajaj Electricals Limited ("Demerged Company”) and Bajel Projects Limited ("Resulting Company/ Company”) and their respective shareholders under Sections 230 to 232 of Act ("Demerger Scheme”) involving the transfer by way of demerger of the Demerged Undertaking (as defined in the Demerger Scheme) consisting of Power Transmission and Power Distribution businesses (as defined in the Demerger Scheme) of the Demerged Company into Company.

The Hon''ble National Company Law Tribunal, Mumbai Bench ("NCLT, Mumbai”), vide its order dated June 08, 2023, has approved the Demerger Scheme, whereby inter alia, the Demerged Undertaking, consisting of the Power Transmission and Power Distribution business was transferred by way of demerger into the Company effective from September 01, 2023 ("Effective Date”). Subsequently, in accordance with the provisions of the Demerger Scheme, the Company, at its meeting held on September 16, 2023, issued and allotted new Equity Shares in the ratio of 1 (One) fully paid-up equity share of the Company having a face value of H 2 (Rupees Two) each for every 1 (One) fully paid-up equity share of H 2 (Rupees Two) each of the Demerged Company to the shareholders of the Demerged Company whose names are recorded in the register of members and/or records of the depository as on the Record Date (i.e., Thursday, September 14, 2023), and accordingly, as per the terms of the Demerger Scheme, immediately with effect from the Effective Date and upon allotment of new Equity Shares by Company, the entire pre-demerger paid-up equity share capital, as on the Effective Date, of the Resulting Company stands cancelled, extinguished, and annulled on and from the Effective Date. Consequently, Bajaj Electricals is no longer the holding company of the Company.

The equity shares of the Company have been listed on the Stock Exchanges, post the effectiveness of the Scheme with effect from December 19, 2023.

CORPORATE SOCIAL RESPONSIBILITY

As Company does not fall under the criteria specified in Section 135(1) of Companies Act, 2013, hence during the year under review the disclosure required under Section 134 (3) (o) of the Act is not applicable to the Company.

The Company has a Policy on Corporate Social Responsibility ("CSR") and has constituted a CSR Committee as required under the Act for implementing various CSR activities. The CSR Committee comprises of Mr. Shekhar Bajaj, as the Chairman of the Committee, and Mr. Rajesh Ganesh, Mr. Rajendra Prasad Singh and Ms. Radhika M. Dudhat as the members of the Committee. The CSR policy is available on the website of the Company at: https://baielproiects.com/pdf/ Policies/Corporate-Social-Responsibilitv-Policv.pdf

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

In compliance with Regulation 34 of the Listing Regulations, a separate report on the Business Responsibility and Sustainability Report, forms part of this Annual Report.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Reporting:

a. A declaration signed by Mr. Rajesh Ganesh, Managing Director & Chief Executive Officer, stating that the members of board of directors and senior management personnel have affirmed compliance with the Company''s Code of Business Conduct and Ethics;

b. A compliance certificate from the Company''s Statutory Auditors confirming compliance with the conditions of Corporate Governance;

c. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; and

d. A certificate of the CEO and CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2024, can be accessed at https://baielproiects.com/ investor-relations.

VIGIL MECHANISM

The Company has a Whistle Blower Policy to report genuine concerns or grievances about any poor or unacceptable practice and any event of misconduct, and to provide adequate safeguards against victimisation of persons who may use such mechanism. The Whistle Blower Policy has been posted on the website of the Company at: https:// baielproiects.com/pdf/Policies/Whistle-Blower-Policy-or-Vigil-Mechanism.pdf

EMPLOYEES STOCK OPTION SCHEME

As per the Scheme of Arrangement between Bajaj Electricals Limited ("Demerged Company”) and Bajel Projects Limited ("Resulting Company/ Company”) and their respective shareholders under Sections 230 to 232 of Act ("Demerger Scheme”) the Company has implemented the Bajel Special Purpose Employees Stock Option Scheme 2023 ("Special Purpose ESOP Scheme”) in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, read with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations”).

During financial year under review, 12,57,850 stock options were granted to the eligible employees of the Demerged and Resulting Company, as per the provisions of clause 9.3 of the Demerger Scheme, the exercise price of the stock options of the Demerged Company has been adjusted fairly and reasonably as per the Demerger Scheme. Consequently, the adjusted balance becomes the exercise price of the Options issued by the Resulting Company under the Special Purpose ESOP Scheme.

Details of the shares issued under Special Purpose ESOP Scheme, as also the disclosures in compliance with SEBI SBEB Regulations is uploaded on the website of the Company www.baielproiects.com. No employee has been issued stock options, during the year, equal to or exceeding 1% of the issued capital of the Company at the time of grant. Cost towards the issuance of equity shares pursuant to exercise of stock options is recognised in profit and loss statement in accordance with Ind AS 102 (Shares based payment).

The Company has obtained a Certificate from the Secretarial Auditors stating that ESOP Scheme has been implemented in accordance with the SEBI SBEB Regulations. The said Certificate will be made available for inspection through electronic mode by writing to the Company at legal@ bajelprojects.com from the date of circulation of the AGM Notice till the date of the AGM i.e. August 21,2024.

Pursuant to the review and approval by the Nomination and Remuneration Committee in its meeting dated April 29, 2024, followed with the approval of the Board of Directors on April 29, 2024, the Company is currently in the process of seeking the Members approval to Employees Stock Option Plan - 2024. Under this scheme, options not exceeding 57,64,187 (Fifty Seven Lakhs Sixty Four Thousand One Hundred and Eighty Seven) shall be issued to employees to be convertible into not more than 57,64,187 (Fifty Seven Lakhs Sixty Four Thousand One Hundred and Eighty Seven) Equity Shares of the Company of the face value of H 2/-(Rupees Two) each fully paid up in the manner specified in the Scheme.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE

As on March 31, 2024, the Company doesn''t have any Subsidiary, Joint Venture and Associate Companies at the end of the year.

Pursuant to the provisions of Section 129(3) of the Act, a report on the performance and financial position of the subsidiary, associate and joint venture in Form AOC-1 is not applicable to the Company.

FINANCIAL STATEMENTS

The financial statements of the Company for the year ended March 31,2024, as per Schedule III to the Act forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments/Re-appointments and Directors coming up for retirement by rotation.

a. Appointment of Mr. Rajendra Prasad Singh (DIN: 00004812) as an Independent Director for a term of five consecutive years from August 28, 2023.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on August 28, 2023, appointed Mr. Rajendra Prasad Singh (DIN: 00004812) as an Additional Director on the Board of the Company in the category of Non-Executive & Independent Director to hold office for a term of 5 (five) consecutive years from August 28, 2023 to August 27, 2028. His appointment is not liable to retire by rotation, and was approved, and regularised as an Independent Director by the shareholders in the following General Meeting held on August 30, 2023. The said appointment was filed with BSE Limited and National Stock Exchange of India Limited on 28^th August 2023 and August 30, 2023, respectively through Demerged Company.

b. Appointment of Mr. Maneck Davar (DIN: 01990326) as an Independent Director for a term of five consecutive years from August 28, 2023.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on August 28, 2023, appointed Mr. Maneck Davar (DIN: 01990326) as an

Additional Director on the Board of the Company in the category of Non-Executive & Independent Director to hold office for a term of 5 (five) consecutive years from August 28, 2023 to August 27, 2028. His appointment is not liable to retire by rotation and was approved, and regularised as Independent Director by the shareholders in the following General Meeting held on August 30, 2023. The said appointment was filed with BSE Limited and National Stock Exchange of India Limited on 28^th August 2023 and August 30, 2023, respectively through Demerged Company.

c. Appointment of Ms. Radhika M. Dudhat (DIN: 00016712) as an Independent Director for a term of five consecutive years from August 28, 2023.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on August 28, 2023, appointed Ms. Radhika M. Dudhat (DIN: 00016712) as an Additional Director on the Board of the Company in the category of Non-Executive & Independent Director to hold office for a term of 5 (five) consecutive years from August 28, 2023 to August 27, 2028. Her appointment is not liable to retire by rotation and was approved, and regularised as an Independent Director by the shareholders in the following General Meeting held on August 30, 2023. The said appointment was filed with BSE Limited and National Stock Exchange of India Limited on 28^th August 2023 and August 30, 2023, respectively through Demerged Company.

d. Appointment of Mr. Ajay Nagle (DIN: 00773616) as an Executive Director for a term of three consecutive years from September 01, 2023.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on August 28, 2023, appointed Mr. Ajay Nagle (DIN: 00773616) as an Additional Director on the Board of the Company in the category of Executive Director to hold office for a term of 3 (three) years effective from September 01, 2023. His appointment is liable to retire by rotation and was approved and regularised as an Executive Director by the shareholders in the ensuing General Meeting held on August 30, 2023 effective from September 01,2023. The said appointment was filed with BSE Limited and National Stock Exchange of India Limited on August 28, 2023, and August 30, 2023, respectively through Demerged Company.

e. Appointment of Mr. Rajesh Ganesh (DIN: 07008856) as a Managing Director for a term of five consecutive years from September 18, 2023.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on September 16,

2023, appointed Mr. Rajesh Ganesh (DIN: 07008856) as an Additional Director in the Whole-time employment of the Company with the designation as a "Managing Director” to hold office for a term of 5 (five) consecutive years effective from September 18, 2023, his appointment has been approved and regularised as Managing Director by the shareholders in the following General Meeting held through Postal Ballot concluded on December 08, 2023, and he is liable to retire by rotation. The said appointment was filed with BSE Limited and National Stock Exchange of India Limited on September 16, 2023 (Board Approval) and December 11, 2023 (Shareholder Approval) respectively, through Demerged Company.

f. Redesignation of Mr. Rajesh Ganesh, "Managing Director" as the "Managing Director and Chief Executive Officer" of the Company with effect from April 29, 2024, till the end of his current term i.e. upto September 17, 2028.

The Board of Directors of the Company, at its meeting held on April 29, 2024, has considered and approved the redesignation of Mr. Rajesh Ganesh, Managing Director as the "Managing Director and Chief Executive Officer” of the Company with effect from April 29,2024, till the end of his current term i.e. upto September 17, 2028.

Resignation/ Cessation of Directors during the year under review: -

a. Resignation of Mr. Sanjay Murarka (DIN 02802918) as Director.

During the year under review, Mr. Sanjay Murarka (DIN 02802918) tendered his resignation as a Director of the Company due to pre-occupation with effect from August 31,2023, vide resignation letter dated August 28, 2023, which was considered in Board meeting held on August 28, 2023. Further, the Company has received confirmation from Mr. Sanjay Murarka that there is no other material reason for his resignation other than those mentioned in his resignation letter dated August 28, 2023. The said confirmation was filed with BSE Limited and National Stock Exchange of India Limited on August 28, 2023, through Demerged Company.

b. Resignation of Mr. Samir Shrimankar (DIN 02729100) as Director.

Mr. Samir Shrimankar (DIN 02729100) tendered his resignation as Director of the Company on account of his professional commitments with effect from the close of business hours on September 18, 2023 vide resignation letter dated September 16, 2023, which was considered in Board meeting held on September 16, 2023. Further, the Company has received confirmation from Mr. Samir Shrimankar that there is no other material reason for his resignation other than those mentioned in his resignation letter

dated September 16,2023. The said confirmation was filed with BSE Limited and National Stock Exchange of India Limited on September 16, 2023, through Demerged Company.

Director coming up for retirement by rotation.

In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association, Mr. Shekhar Bajaj (DIN:00089358) Director is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. Shekhar Bajaj for the consideration of the Members of the Company. The relevant details including the profile of Mr. Shekhar Bajaj is included separately in the Notice of AGM and Report on Corporate Governance of the Company, forming part of the Annual Report.

As on the date of this Report, the Company''s Board comprised of six (6) Directors, out of which, four (4) are Non-Executive Directors (NEDs) including one (1) Woman Directors. NEDs represent 66.67% of the total strength. Further, out of the said four (4) NEDs, three (3) are Independent Directors representing 50.00% of the total strength of the Board. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and also with the provisions of the Act.

Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. All Independent Directors of the Company have valid registration in the Independent Director''s databank of Indian Institute of Corporate Affairs as required under Rule 6(1) of the Companies (Appointment and Qualification of Director) Fifth Amendment Rules, 2019. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at: https://baielproiects.com/pdf/ Disclosure-Under-Regulation-46-of-the-LODR/Letter-of-Appointment-of-Independent-Director.pdf

In compliance with the requirement of SEBI Listing Regulations, the Company has put in place a familiarisation

programme for the independent directors to familiarise them with their role, rights and responsibility as directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. The details of familiarisation programme are explained in the Corporate Governance Report and the same are also available on the website of the Company at https:// baielproiects.com/pdf/Disclosure-Under-Regulation-46-of-the-LODR/Familiarisaton-programmes-for-ID.pdf.

Key Managerial Personnel

• Appointment of Key Managerial Personnel

During the year under review, the Board of Directors of the Company, at its meeting held on August 28, 2023 had approved the appointment of the following Key Managerial Personnel:

a. Mr. Sanjay Bhagat as the Chief Executive Officer and Key Managerial Personnel of the Company with effect from September 01,2023.

b. Mr. Binda Misra as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from September 01,2023.

c. Mr. Rajesh Ganesh (DIN No. 07008856) as the Managing Director and Chief Executive Officer of the Company and Key Managerial Personnel of the Company with effect from September 18, 2023.

d. Mr. Ajay Nagle (ICSI Membership No. A9855) as the Company Secretary and Chief Compliance Officer of the Company and Key Managerial Personnel of the Company with effect from September 01,2023.

• Resignation of Key Managerial Personnel

During the year under review, the Board of Directors of the Company, at its meeting held on March 27, 2024 took on record the resignation of Mr. Sanjay Bhagat, Chief Executive Officer and Key Managerial Personnel of the Company with effect from the close of business hours on March 31,2024.

NUMBER OF MEETINGS OF THE BOARD

Eleven (11) Board meetings were held during the financial year 2023- 24. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations. The details of meetings of the Board held during the financial year 2023-24 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD

As on March 31, 2024, the Board of Directors had the following Committees:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders'' Relationship Committee;

d. Risk Management Committee;

e. Corporate Social Responsibility Committee;

f. Finance Committee; and

g. Committee of Independent Directors.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The manner in which the evaluation was conducted by the Company and evaluation criteria has been explained in the Corporate Governance Report which forms part of this Annual Report.

The Board of Directors has expressed its satisfaction with the evaluation process.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board of Directors has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees of the Company ("Policy”). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Nonexecutive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides for the Board Diversity, the criteria for determining qualifications, positive attributes, the independence of directors and criteria for appointment of Key Managerial Personnel/ Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates.

The above Policy is given in Annexure D, which forms part of this Report, and has also been posted on the website of the Company at: https://baielproiects.com/pdf/Policies/ Nomination-and-Remuneration-Policy.pdf

RISK AND INTERNAL CONTROLS ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

Based on the report of the Statutory Auditors, the internal financial controls with reference to the standalone financial statements were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUD

There was no instance of fraud reported during the year under review, which required the Statutory Auditors, Cost Auditor or Secretarial Auditor to report the same to the Audit Committee of the Company under Section 143(12) of the Act and Rules framed thereunder.

RISK MANAGEMENT

The Company has formulated a risk management policy and has in place a mechanism to inform the Board about risk assessment and mitigation procedures along with a periodical review to ensure that executive management controls risk by means of a properly designed framework.

The Risk Management framework is reviewed periodically by the Risk Management Committee, which includes discussing with the Management the presence of risks, prioritising key risks and approving action plans to mitigate such risks.

Detailed discussion on risk management forms part of the Management Discussion and Analysis, which forms part of this integrated Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of three Directors viz. Mr. Maneck Davar as the Chairman of the Committee, and Mr. Rajendra Prasad Singh and Ms. Radhika M. Dudhat, as the members of the Committee.

During the year under review all the recommendations of the Audit Committee were accepted by the Board. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of the Annual Report.

AUDITORS AND AUDITOR''S REPORT Statutory Auditors

The Members at their 1^st Annual General Meeting ("1^st AGM") of the Company held on June 16, 2023, had appointed Messrs S R B C & Co. LLP, Chartered Accountants (ICAI Registration No.324982E/E300003) as the Statutory Auditors of the Company till the conclusion of Annual General Meeting of the Company to be held in the year 2027.

The Auditors'' Report on the financial statements forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with the Rules framed thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. Messrs R. Nanabhoy & Co. (Firm Registration No.000010), Cost Accountants carried out the cost audit for applicable businesses during the year.

Based on the recommendation of the Audit Committee, the Board of Directors has appointed Messrs R. Nanabhoy & Co. (Firm Registration No.000010), Cost Accountants as the Cost Auditors for the financial year 2024-25. The Company has received a certificate from Messrs R. Nanabhoy & Co., confirming that they are not disqualified from being appointed as the Cost Auditors of the Company.

The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Messrs R. Nanabhoy & Co., Cost Accountants, is included at Item No.3 of the Notice of the ensuing AGM.

Secretarial Auditors

The Board had appointed Messrs Anant B. Khamankar & Co., Practicing Company Secretaries (Membership No. FCS 3198; CP No. 1860) as the Secretarial Auditors to conduct the secretarial audit of the Company for the financial year ended March 31, 2024, as per the provisions of Section 204 of the Act read with Rules framed thereunder. The Secretarial Audit Report in Form MR-3 is given as Annexure E and forms a part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Messrs Anant B. Khamankar & Co., Practicing Company Secretaries (Membership No. FCS 3198; CP No. 1860) has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Transfer of shares to IEPF

As per the Scheme of Arrangement between Bajaj Electricals Limited ("Demerged Company") and Bajel Projects Limited ("Resulting Company/ Company") and their respective shareholders under Sections 230 to 232 of Act ("Demerger Scheme") and pursuant to the provisions of Section 124 of the Act read with the IEPF Rules equity shares of face value of H 2/- each, consequent to the Demerger Scheme shares have been transferred by the Company to IEPF during the year.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure F which forms part of this Report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees across all businesses and enabling functions, which led to a smooth transition during the demerger process. The Company has put in concerted efforts to onboard the right talent, keeping in mind the ambitious goals set out for future. The Company continues to improve HR policies and processes including skill development, performance management and employee engagement initiatives. These are discussed in detail in the Management Discussion and Analysis Report forming part of the Annual Report.

The relations with the employees of the Company have continued to remain cordial.

KEY INITIATIVES WITH RESPECT TO STAKEHOLDER RELATIONSHIP, CUSTOMER RELATIONSHIP, ENVIRONMENT, SUSTAINABILITY, HEALTH, SAFETY AND WELFARE OF EMPLOYEES

The key initiatives taken by the Company with respect to stakeholder relationship, customer relationship, environment, sustainability, health and safety are provided separately under various Heads in this Integrated Annual Report.

The Environment, Health and Safety Policy and Human Rights Policy are available on the website of the Company at https://baielproiects.com/investor-relation.

PROTECTION OF WOMEN AT WORKPLACE

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder ("POSH Act”), the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees and has been widely disseminated. An Internal Complaint Committee (ICC) has been set up in compliance with the said provisions.

Number of cases filed and their disposal under Section 22 of the POSH Act, as at March 31,2024, is as follows:

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

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure G, which forms part of this Report.

Further, in accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, is kept open for inspection during working hours at the Registered Office of the Company and the Report & Accounts as set out therein are being sent to all the Members of the Company. Any Member, who is interested in obtaining these, may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

a. in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

OTHER DISCLOSURES / CONFIRMATIONS

a. Neither the Managing Director & Chief Executive Officer nor the Executive Director of the Company received any remuneration or commission from any of the subsidiaries of the Company, as the Company does not have any subsidiaries.

b. The Company has not issued any sweat equity shares to its directors or employees.

c. The Company has not failed to implement any corporate action during the year under review.

d. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

e. The Company''s securities were not suspended during the year under review.

f. There was no revision of financial statements and Board''s Report of the Company during the year under review.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment, which is vital in achieving the over-all growth of the Company.

The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, vendors, business partners and others associated with the business of the Company. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavour to build and nurture strong links with the customers on mutuality of benefits, along with respect for and co-operation with each other. The Directors also take this opportunity to thank all Shareholders, Clients, Banks, Government Regulatory Authorities and Stock Exchanges, for their continued support.

ANNEXURES

a. Dividend Distribution Policy - Annexure A;

b. AOC-2 - Annexure B;

c. Disclosure of transaction pursuant to the provisions of Regulation 34(3) read with clause 2A of the Part A of Schedule V of the SEBI Listing Regulations

- Annexure C;

d. Nomination and Remuneration Policy of the Company

- Annexure D;

e. Secretarial Audit Report - Annexure E;

f. Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo - Annexure F; and

g. Disclosures under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Annexure G.

For and on behalf of the Board of Directors of Bajel Projects Limited

Shekhar Bajaj

Mumbai Chairman

May 23,2024 DIN: 00089358

1

Employee cost as a percentage of revenue from operations decreased to 6.83% (H 79.86 crore) from 15.38% (H 102.05 crore) in the previous year.