Directors Report of Balu Forge Industries Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the 36^th Annual Report of Balu Forge Industries Limited ("the Company") together with
the Audited Financial Statements of the Company for the Financial Year ended 31^st March 2025.

FINANCIAL RESULTS

The Company''s financial performance during the year ended 31^st March 2025 compared to the previous financial year is
summarised below:

	Standalone Consolidated
Description	Year ended 31 March 2025	Year ended 31 March 2024	Year ended 31 March 2025	Year ended 31 March 2024
Revenue from operations	59,847.65	38,808.26	92361.74	55985.58
Other Income	1,743.43	1,062.72	1,714.30	1,023.45
Total Revenue	61,591.08	39,870.98	94,076.04	57,009.03
Total Expenses	43,1 59.39	31,139.02	68,681.78	45,642.75
(Loss) / Profit before tax and exceptional items	18,431.69	8,731.96	25,394.26	11,366.28
Profit before tax	18,431.69	8,731.96	25,394.26	1 1,366.28
Tax expense	5,008.72	2,017.46	5,008.72	2,016.96
Net Profit after tax	13,422.97	6,714.50	20,385.54	9,349.32
Other Comprehensive expense/ (Income), net of Income tax	(4.74)	1.23	182.45	20.74
Balance Transfer to Reserve	13,418.23	6,715.73	20,567.99	9,370.06

The Financial Statements for the year ended 31^st March
2025 have been prepaid as per the Indian Accounting
Standards (Ind AS).

REVIEW OF OPERATIONS

During the financial year ended 31^st March 2025, the Company
has recorded, on standalone basis, total revenue of H 61,591.08
Lakhs and the Company have earned Net Profit of H 13,422.97
Lakhs as compared to H 38,970.98 Lakhs and H 6.714.50 Lakhs
of the previous year, respectively.

On consolidated basis, the Company achieved total revenue of
H 94,076.04 Lakhs and the Company has earned Net Profit of
H 20,385.54 Lakhs as compared to previous year total revenue
of H 57,009.03 Lakhs and Net Profit of H 9,349.32 Lakhs.

There was no change in nature of business of the Company,
during the year under review.

OPERATIONAL HIGHLIGHTS

During FY25, Balu Forge Industries Limited undertook significant
capacity expansion and infrastructure development. Forging
capacity was scaled up to 100,000 TPA with further expansion
in progress, while precision machining capacity increased to
45,000 TPA. The Company commissioned advanced equipment,
including 16-ton closed-die forging hydraulic hammers, with
an 8,000-ton mechanical forging press and 25 ton closed die
forging hydraulic press under commissioning. The 46 acre
greenfield facility was advanced, featuring robotic handling,
anti-vibration systems, and Industry 4.0-enabled processes,

with a dedicated forging and machining line for defence
scheduled to commence in H1 FY26.

On the product and R&D front, BFIL enhanced its portfolio across
crankshafts, undercarriage parts, turbine blades, aerospace
and defence components. Its in-house R&D team of over 75
professionals focused on new alloys, rapid prototyping, and
high-precision machining. With product development cycles
averaging 3-5 months and product lifecycles spanning beyond
10 years, the Company has further strengthened its innovation
capabilities through advanced metallurgical labs, tool rooms,
and inspection systems.

The Company also diversified sectoral contributions, with
growing presence in defence, aerospace, and railways. Defence
remains a strategic priority, with approval to supply over
180 products. While legacy sectors like commercial vehicles
continued to expand, their contribution reduced as high-value
sectors gained share. Alongside, BFIL expanded its footprint to
over 80 countries, servicing 25 global OEMs, and benefitted
from global supply chain shifts under the China 1 and
Europe 1 trends.

Operational efficiency remained a key focus, with increased
emphasis on value-added fully machined components,
integration of 7-axis & 11-axis CNC machining and, automation
in forging. These initiatives improved scalability, cost efficiency,
and resilience across operations. On the ESG front, the
Company has committed to becoming carbon neutral by 2040,
transitioning fully to renewable energy by 2035, achieving
100% water recycling by 2027 and Zero Liquid Discharge by
2030, and reducing total waste generation by 2030. In FY25,

BFIL recovered 3,661 MT of waste and spent H7.5 million on

CSR initiatives, directly benefitting 517 individuals.

FUTURE OUTLOOK

• Balu Forge Industries Limited delivered a robust
performance in FY25 with consolidated revenue from
operations of Rs. 92,361.74 lakhs, registering a growth of
65.0% over Rs. 55,985.58 lakhs in FY24. EBITDA increased
sharply to Rs. 25,110.73 lakhs, up 110.8% from Rs.
11,912.08 lakhs in the previous year, supported by higher
volumes, operating efficiencies, and an enhanced product
mix. EBITDA margin expanded to 27.2% as against 21.3%
in FY24, underscoring the Company''s focus on high-value
precision machining.

• Profit after tax stood at Rs. 20,385.54 lakhs, an increase
of 118.0% compared to Rs. 9,349.32 lakhs in FY24, with
PAT margin improving to 21.7% from 16.4%. Earnings per
share rose to Rs. 19.24 in FY25 compared to Rs. 9.80 in
FY24, reflecting a strong year-on-year growth of nearly
97%. Return ratios remained healthy, with ROCE at 30.1%
and ROE at 25.4%, driven by robust profitability and
efficient capital utilization.

• On the balance sheet side, borrowings declined to Rs.
3,591.25 lakhs from Rs. 4,877.53 lakhs in FY24, resulting
in an improvement in the net debt-to-equity ratio by
66.7%, positioning the Company nearly debt-free. The cash
conversion cycle improved by 25 days to 104 days, while
CFO/EBITDA stood at 59%, highlighting strong cash flow
management and disciplined working capital practices.

CREDIT RATING

CRISIL Ratings Limited has revised its Credit rating during the

year, for its bank facilities as follows:

Sr. No.	Instruments	Rating
1	Packing Credit	BBB /STABLE
2	Post Shipment Credit	A2

The above rating reflects the overall improvement in the credit
risk profile of the company backed by strong growth in scale of
operations and healthy profitability.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire profit
generated during the year under review, in the profit and loss
reserve account. Accordingly, it is not proposed to transfer any
amount to the ‘Reserves'' from the profit for the year ended
31^st March 2025.

DIVIDEND

The Board of Directors at their meeting held on May 14, 2025,
has recommended payment of H 0.15/- at the rate of 1.5% per

fully paid-up equity share of the face value of H10/- each as
final dividend for the financial year ended 31^st March 2025. The
payment of the final dividend is subject to the approval of the
shareholders at the ensuing Annual General Meeting (AGM) of
the Company. The dividend shall be paid to those shareholders
whose name appear in the Register of Members as on the
Record Date, on approval by the members at the Annual
General Meeting.

In view of the provisions of the Income Tax Act, 1961, dividends
paid or distributed by the Company shall be taxable in the hands
of the Shareholders. The Company shall, accordingly, make the
payment of the final dividend after deduction of tax at source.
The proposed dividend been recommended in accordance with
the Dividend Distribution Policy of the Company.

DIVIDEND DISTRIBUTION POLICY

The Company has in place a Dividend Distribution Policy in
accordance with Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the
same is available on the Company''s website at https://www.
baluindustries.com/corporate-qovernance.php

UTILISATION OF PREFERENTIAL ALLOTMENT
PROCEEDS

The proceeds of funds raised under preferential Allotments
of the Company have been fully utilised as per Objects of the
Issue. The disclosure in compliance with the Regulation 32(7A)
of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") and detailed utilization
are provided in the Corporate Governance Report which forms
part of this Report.

CHANGES IN SHARE CAPITAL:

Increase in Authorised Share Capital of the Company

The Authorised Share Capital of the Company has increased
from H 1,10,00,00,000/- (Rupees One Hundred and Ten Crore
Only) divided into 1 1,00,00,000/- (Eleven Crore) Equity Shares
of H 10/- (Rupees Ten only) each to H 1,25,00,00,000/- (Rupees
One Hundred and Twenty-Five Crore Only) divided into
12,50,00,000/- (Twelve Crore and Fifty Lakh) Equity Shares of
H 10/- (Rupees Ten only).

Issue and Allotment of Equity Shares & Warrants on
Preferential Basis

During the FY 2024-25, the Company has issued and allotted:

i. 36,75,000 Equity Shares having face value of H10/- each at
an issue price of H 183.60/- fully paid up upon exercising
the option available with the Share Warrant Holder (person
belonging to the Promoter group).

ii. 45,00,000 Equity Shares to the Non-Promoters (Public
Category) on preferential basis of H10/- each for cash at
premium of H 350/- aggregating to H 1,62,00,00,000/-.

iii. 93,00,000 Convertible Warrants to persons forming
part of promoter group on preferential basis of H 10/-

each for cash at premium of H 350/- aggregating to
H 3,34,80,00,000/-, with an option to convert the same into
equal number of equity shares of H10/- (Rupees Ten) each
at an issue price of H 360/- per share within a period of
18 months from the date of allotment of warrants, as per
terms and conditions approved in Extra-Ordinary General
Meeting held on 09^th August, 2024.

Share capital as on 31^st March 2025

The paid-up Equity Share Capital as on 31^st March 2025 was
stood at H 1,10,76,69,000/- divided into 1 1,07,66,900 Equity
Shares of H 10/- each.

The Company has neither issued any shares with differential
rights as to dividend, voting or otherwise nor issued any sweat
equity shares and issue shares under Employees Stock Option
Scheme as per provisions of Section 62 (1) (b) of the Act read
with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules 2014, during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of the Companies
Act, 2013, including the relevant Indian Accounting Standards
(Ind AS) as issued by the Institute of Chartered Accountants
of India and notified under Section 133 of the Companies
Act, 2013 and as required under Regulation 34 of the Listing
Regulations, 2015, this Annual Report includes Consolidated
Financial Statements for the FY 2024-25.

REPORT ON PERFORMANCE OF SUBSIDIARIES,
JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has in total Three (3) Subsidiaries of which
Two (2) are Indian and One (1) Overseas and One (1)
Associate Company: -

1. Naya Energy Works Private Limited (WOS)

2. Balu Advanced Technologies & Systems
Private Limited (WOS)

3. Safa Otomotiv FZ - LLC in Dubai (as a WOS)

4. *Swan Balu Heavy Industries Limited ("SBHIPL") -
Associate Company

* SBHIPL was incorporated In 20^lh April, 2025 as SPV Company with Swan
Energy Limited. The Company holds 40% equity in SBHIPL, pursuant to
the said Investment, SBHIPL has become the Associate of Balu Forge
Industries Limited w.e.f. 23^rd June, 2025.

The Company does not have any Joint Venture within the
meaning of Section 2(6) of the Companies Act, 2013. No
material change has taken place in the nature of business of
the subsidiaries.

Pursuant to the first proviso to Section 129(3) of the Companies
Act, 2013 read with Rule 5 and 8 of the Companies (Accounts)
Rules, 2014, the salient features of the financial statements and
performance of each subsidiary in Form AOC-1 is disclosed
under Annexure-A and forms part of this Report.

Pursuant to the provisions of Section 136 of the Companies Act,
2013, the standalone and consolidated financial statements
of the Company, and separate audited financial statements
in respect of subsidiaries are available on the website of the
Company under web link https://www.baluindustries.com/
financial-information.php

The Company has formulated a Policy for determining
material subsidiaries. The said policy is available on the
website of the Company at https://www.baluindustries.com/
corporate-governance.php

UNCLAIMED AND UNPAID DIVIDENDS AND TRANSFER
OF SHARES TO IEPF

Pursuant to Section 124 of the Companies Act, 2013 read with
the Investor Education Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends
remaining unpaid or unclaimed for a period of 7 years and
also the shares in respect of which the dividend has not
been claimed by the shareholders for 7 consecutive years
or more are required to be transferred to Investor Education
Protection Fund (IEPF) in accordance with the procedure
prescribed in the Rules.

During the year under review, there was no transfer of
unclaimed and unpaid dividend and equity shares to the
Investor Education and Protection Fund in terms of Section 125
of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given
and securities provided during the year under review and as
covered under the provisions of Section 186 of the Companies
Act, 2013, have been disclosed in the notes to the standalone
financial statements forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the
Companies Act, 2013, in relation to audited financial statements
of the Company for the year ended 31^st March 2025; the Board
of Directors hereby confirms that:

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

b. the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that were 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 31^st March 2025 and of the
profit of the Company for the year under review;

c. the Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. the Directors had prepared the accounts for the financial
year ended 31^st March 2025 on a going concern basis;

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

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

DEPOSITS

The Company has not accepted any deposits within the
meaning of sub-section (31) of Section 2 and Section 73 of
the Companies Act, 2013 ("the Act") and the Rules framed
thereunder. As on 31^st March 2025, there were no deposits lying
unpaid or unclaimed.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

i. Composition of the Board of Directors

The Board of Directors is duly constituted. The details
of the directors are given in the Corporate Governance
Report forming part of the Annual Report.

ii. Changes in Composition of Board and Key Managerial
Personnel

Mr. Sumer Singh (DIN: 10768646), was appointed by
the Board of Directors as an Additional Director (Non¬
Executive Independent Category) of the Company w.e.f.
06^th September, 2024. Thereafter he has resigned from
the Board w.e.f. 25^th September, 2024 due to no-receipt of
No-Objection Certificate (NOC) from Union Bank of India,
where he served as Deputy General Manager (DGM and
he confirmed that there are no any material reasons other
than those provided above.

The Board of Directors at their meeting held on
07^th February, 2025 approved appointment of Mr. Roop
Lal Meena (DIN: 10938270) as an Independent Director
of the Company for a term of five years with effect from
07^th February, 2025.

Subsequently, the shareholders approved his appointment
through Postal Ballot process on 23^rd April, 2025.

Retirement of Directors by Rotation

Mr. Jaikaran Jaspalsingh Chandock, (DIN: 06965738), Wholetime
Director, being longest in the office is liable to retire by rotation
at the ensuing Annual General Meeting of the Company and
being eligible, he has offered himself for appointment.

Pursuant to Regulation 36 of the Listing Regulations read with
Secretarial Standard-2 on General Meetings, necessary details
of Mr. Jaikaran Chandock, have been provided as an Annexure
to the Notice of the Annual General Meeting.

Key Managerial Personnel

During the year under review, there was no change in Key
Managerial Personnel of the Company as prescribed under
Section 203 of the Companies Act, 2013.

DECLARATION OF INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies Act, 2013,
and Regulation 25(8) of the Listing Regulations, as amended,
each Independent Director of the Company has provided
a written declaration confirming that he/she meets the
criteria of independence as stipulated under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1 )(b) of the
Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the
conditions specified in Companies Act, 2013 read with the
Schedules and Rules issued thereunder as well as Listing
Regulations and are independent from Management.

All the Independent Directors of the Company have enrolled
their names in the online database of Independent Directors
maintained with the Indian Institute of Corporate Affairs in
terms of Section 150 of the Companies Act, 2013 read with
Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The familiarization program aims to provide Independent
Directors with the industry scenario, the socioeconomic
environment in which the Company operates, the business
model, the operational and financial performance of the
Company, significant developments so as to enable them to
take well informed decisions in a timely manner.

The familiarization program also seeks to update the Directors
on the roles, responsibilities, rights and duties under the Act
and other statutes, also directors are regularly briefed on
the regulatory changes and legal updates applicable to the
Company. This facilitates Board interaction and engagement
with the Senior Management team.

The details of the training and familiarisation programmes
arranged by the Company during FY 2024-25 are disclosed
on the Company''s website under the web-link https://www.
baluindustries.com/corporate-qovernance.php

DISCLOSURES RELATED TO BOARD, COMMITTEES
AND POLICIES
Board Meetings

The Board of Directors met Eight (8) times during the financial
year under review. The details of the Board meetings and
attendance of each Director thereat are provided in the Corporate
Governance Report forming part of the Annual Report.

The periodicity between two Board Meetings was within
the maximum time gap as prescribed in the SEBI Listing
Regulations, 2015 / The Companies Act, 2013.

Audit Committee

The Audit Committee of the Company is constituted/re- constituted in line with the provisions of Regulation 18 of SEBI (Listing
Obligations and Disclosure requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

The Composition of the Audit Committee is as under:

Sr. Member’s name No.	Category	Designation
1. Mr. Raghvendra Raj Mehta	Independent Director	Chairman
2. Mr. Radheshyam Soni	Independent Director	Member
3. Mrs. Shalu Laxmanraj Bhandari	Independent Director	Member
4. Mr. Trimaan Chandock	Whole Time Director	Member
5. Mr. Roop Lal Meena	Independent Director	Member

*Mr. Roop Lal Meena, was appointed as independent Director w.e.f. 07^h February 2025. Further the Audit Committee was reconstituted on 07^th August 2025, to include
Mr Roop Lal Meena, as a Member of the Committee w.e.f. 07^th August 2025.

The terms of reference of the Audit Committee and the particulars of meetings held, and attendance thereat are mentioned in the
Corporate Governance Report forming part of the Annual Report. The Statutory Auditors, Internal Auditor and Whole Time Directors/
Chief Financial Officer are being invited to the meeting as and when required.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The
level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the
Company, as per the Remuneration Policy, is also overseen by this Committee.

The Composition of the Nomination & Remuneration Committee is as under:

Sr. Member’s name No.	Category	Designation
1. Mr. Radheshyam Soni	Independent Director	Chairman
2. Mr. Raghvendra Raj Mehta	Independent Director	Member
3. Mrs. Shalu Laxmanraj Bhandari	Independent Director	Member
4. *Mr. Roop Lal Meena	Independent Director	Member

*Mr. Roop Lal Meena, was appointed as independent Director w.e.f. 07^h February 2025. Further the Audit Committee was reconstituted on 07^th August 2025, to include
Mr Roop Lal Meena, as a Member of the Committee w.e.f. 07^th August 2025.

The Nomination & Remuneration Committee is duly constituted,
during the year under review. The terms of reference of the
Nomination and Remuneration Committee and the particulars
of meetings held, and attendance thereat are mentioned in the
Corporate Governance Report forming part of the Annual Report.

Policy on Appointment and Remuneration of Directors,
Key Managerial Personnel and Senior Management
Personnel

The Board of Directors has adopted a Nomination and
Remuneration Policy in terms of the provisions of sub- section
(3) of Section 178 of the Act and SEBI Listing Regulations
dealing with appointment and remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel and
other employees of the Company.

The policy covers criteria for determining qualifications, positive
attributes, independence and remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel as

required under sub-section (3) of Section 178 of the Companies
Act, 2013 and the Listing Regulations.

The Nomination and Remuneration Policy of the Company is
hosted on the Company''s website under the web link https://
www.baluindustries.com/corporate-qovernance.php

Stakeholders’ Relationship Committee

The Stakeholders Relationship Committee was constituted by
the Board of Directors in compliance with the provisions of
Section 178 of the Companies Act, 2013 and Regulation 20 of
the Listing Regulations.

The scope of the Shareholders/ Investors Grievance Committee
is to review and address the grievance of the shareholders in
respect of share transfers, transmission, non-receipt of annual
report, non-receipt of dividend etc, and other related activities.
In addition, the Committee also looks into matters which can
facilitate better investor''s services and relations.

The Composition of the Stakeholders'' Relationship Committee is as under:

Sr. Member''s name No.	Category	Designation
1. Mr. Raghvendra Raj Mehta	Independent Director	Chairman
2. Mr. Radheshyam Soni	Independent Director	Member
3. Mrs. Shalu Laxmanraj Bhandari	Independent Director	Member
4. *Mr. Roop Lal Meena	Independent Director	Member

*Mr. Roop Lal Meena, was appointed as independent Director w.e.f. 07^h February, 2025. Further the Audit Committee was reconstituted on 07^th August 2025, to include
Mr. Roop Lal Meena, as a Member of the Committee w.e.f. 07^th August 2025.

The brief terms of reference of the Stakeholders'' Relationship
Committee and particulars of meetings held and attendance
thereat are mentioned in the Corporate Governance Report
forming part of the Annual Report.

Risk Management Committee

Pursuant to Regulation 21 of the Listing Regulations, the Board
constituted Risk Management Committee to frame, implement
and monitor risk management plan of the Company. The Board
has adopted the Risk Management Policy and framework
to mitigate foreseeable risks, avoid events, situations or
circumstances, which may lead to negative consequences

on the Companys businesses. Ihe major risks identified are
systematically approached through mitigating actions on
continual basis. Risk evaluation is an ongoing and continuous
process within the Company, and it is regularly updated to the
Board of the Company.

The Risk Management Committee is duly constituted, during the
year under review. The Committee has been entrusted with the
responsibility to assist the Board in overseeing and approving
the Company''s enterprise-wide risk management framework.
A detailed analysis of the business risks and opportunities is
given under Management Discussion and Analysis Report.

The Composition of the Risk Management Committee is as under:

Sr. No.	Member''s name	Category	Designation
1.	Mr. Trimaan Chandock	Whole Time Director	Chairman
2.	Mr. Jaikaran Chandock	Whole Time Director	Member
3.	Mr. Radheshyam Soni	Independent Director	Member

The brief terms of reference, particulars of meetings held, and
attendance thereat are mentioned in the Corporate Governance
Report forming part of the Annual Report.

Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time to
time, the Board of Directors of the Company has constituted
Corporate Social Responsibility (CSR) Committee.

One of the key focus areas of the Committee is to make CSR to
play a vital role and provide a reasonable contribution to the

society by entering into sustainable programs of high impact
and integrity. The CSR Committee reviews and monitors the
CSR projects and expenditure undertaken by the Company on a
regular basis and apprises the Board of the same.

The brief outline of the Company''s CSR initiatives undertaken
during the year under review is furnished in "Annexure-B"
in the format as prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended from
time to time. The Company''s CSR Policy is placed on the
website of the Company https://www.baluindustries.com/
corporate-governance.php

The Composition of the Corporate Social Responsibility Committee is as under:

Sr. No.	Member''s name	Category	Designation
1.	Mr. Raghvendra Raj Mehta	Independent Director	Chairman
2.	Mr. Trimaan Chandock	Whole Time Director	Member
3.	Mr. Jaikaran Chandock	Whole Time Director	Member

The brief terms of reference, particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance
Report forming part of the Annual Report.

ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE
OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION

The Nomination & Remuneration Committee of Directors
have approved a Policy for Selection, Appointment and
Remuneration of Directors which inter-alia requires that
composition of remuneration is reasonable and sufficient
to attract, retain and motivate Directors, KMP and senior
management employees and the Directors appointed shall be
of high integrity with relevant expertise and experience so as to
have diverse Board and the policy also lays down the positive
attributes/criteria while recommending the candidature for the
appointment as Director.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES
AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and
as per the Listing Regulations, the Board of Directors carried
out annual performance evaluation of its own performance,
individual directors as well as the working of its committees.

The performance of the Board as a whole and of its Committees
was evaluated by the Board through structured questionnaire
which covered various aspects such as adequacy of composition
of Board and its Committees, execution and performance of
specific duties and obligations, preparedness and participation
in discussions, quality of inputs, effectiveness of the functions
allocated, relationship with management, appropriateness and
timeliness of information etc.

Taking into consideration the responses received from the
Individual Directors to the questionnaire, the performance of the
Board and its Committees was evaluated. The Directors have
expressed their satisfaction with the constitution of the Board
and its Committees and performance of each of the directors.

In terms of requirements of Schedule IV of the Companies
Act, 2013, a separate meeting of Independent Directors of the
Company was held on Friday, 07^th February, 2025 to review:

• The performance of non-independent directors and the
Board as a whole and its committees thereof;

• The performance of the Chairman of the Company,
taking into account the views of executive directors and
non-executive directors;

• To assess the quality, quantity and timeliness of the flow
of information between the Management and the Board.
Performance evaluation of Independent Directors was
done by the entire Board, excluding the Independent
Director being evaluated.

PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section 197
of the Act read with sub-rule (1) of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time, the disclosures

pertaining to the remuneration and other details, are annexed
to this Report as ‘‘Annexure - C".

In terms of Section 136(1) of the Act, details of employee
remuneration as required under provision of Section 197 of
the Companies Act, 2013 and rule 5 (2) and rule 5 (3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are available for inspection and any
member interested in obtaining a copy of the same may write
to Company at [email protected]

RELATED PARTY TRANSACTIONS

The Audit Committee reviews all the related party transactions
and subsequent modifications and Omnibus approval is
obtained before the commencement of the new financial year,
for the transactions which are repetitive in nature and also
for the transactions which are not foreseen. A statement of
all related party transactions is presented before the Audit
Committee on a quarterly basis specifying the nature, value and
terms & conditions of the transactions.

During the year under review, all the transactions entered into
by the Company with the Related Parties were at arm''s length
and in the ordinary course of business. These transactions
were preapproved by the Independent Directors of the Audit
Committee. The transactions entered by the Company with
the related parties during the year were in compliance with
the applicable provisions of the Companies Act, 2013 and the
Listing Regulations. The details of actual transactions were
reviewed by the Audit Committee on a quarterly basis.

During the FY 2024-25, your Company did not enter into any
material related party transactions. Accordingly, disclosure
with respect to the same in the Form AOC- 2 in terms of Section
134 of the Companies Act, 2013 is not furnished.

During the year under review, Policy on Related Party
Transactions in compliance with the requirements of
Companies Act, 2013 and amendment to SEBI Listing
Regulations, is available on the website of the Company https://
www.baluindustries.com/corporate-qovernance.php.

IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has formulated a policy and process for risk
management. The Company has set up a core group of
leadership team, which identifies, assesses the risks and the
trends, exposure and potential impact analysis at different level
and lays down the procedure for minimization of risks. Risk
Management forms an integral part of Management policy and
is an ongoing process integrated with the operations.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies
Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014, and in accordance with
Regulation 22 of the Listing Regulations, the Company had
adopted ‘Vigil Mechanism Policy'' for Directors, Employees and

other Stakeholders of the Company to report concerns about
unethical behaviour.

The policy provides a mechanism, which ensures adequate
safeguards to Employees, Directors and other stakeholders from
any victimisation on raising concerns of any violations of legal
or regulatory requirements, incorrect or misrepresentation of
any financial statements and reports, and so on. The employees
of the Company have the right/option to report their concern/
grievance to Chairperson of the Audit Committee.

The Company is committed to adhere to the highest standards
of ethical, moral and legal conduct of business operations. The
Vigil Mechanism Policy is hosted on the Company''s website
https://www.baluindustries.com/corporateqovernance.php

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company''s internal control system has been established
on values of integrity and operational excellence and it supports
the vision of the Company "To be the most sustainable and
competitive Company in our industry". The Company''s internal
control systems are commensurate with the nature of its
business and the size and complexity of its operations.

The details of the internal financial control systems and their
adequacy are included in the Management Discussions and
Analysis Report, which forms part of the Annual Report.

AUDITORS AND REPORTS

The matters relating to the Auditors and their
Reports are as under:

Statutory Auditors

In accordance with provisions of Section 139 of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules, 2014,
M/s. M. B. Agrawal & Co. (Firm Registration Number 100137W)
will complete their term as Statutory Auditors of the Company
at the conclusion of the forthcoming AGM.

Considering their expertise and experience, the Audit Committee
and the Board of Directors of the Company, have approved and
recommended the re-appointment of M/s. M. B. Agrawal & Co.
(Firm Registration Number 100137W), Chartered Accountants
as the Statutory Auditors of the Company for the second term
of 5 (five) consecutive years from conclusion of this 36^th Annual
General Meeting of the Company until the conclusion of the 41^st
Annual General Meeting subject to approval of the shareholders.

Pursuant to Section 139 of the Companies Act, 2013 (the Act)
and the Rules framed thereunder, the Company has received
written confirmation from M/s. M. B. Agrawal & Co. and a
certificate that they satisfy the criteria provided under Section
141 of the Act and that the appointment, if made, shall be in
accordance with the applicable provisions of the Act and
Rules framed thereunder. As required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
M/s. M. B. Agrawal & Co., has confirmed that they hold a valid
certificate issued by the Peer Review Board of ICAI.

The Report given by M/s. M. B. Agrawal & Co., Statutory Auditors
on the financial statements of the Company is part of the Annual
Report. There has been no qualification, reservation, adverse
remark or disclaimer given by the Auditors in their Report.

Internal Auditors

The Company has in place a robust Internal Control System
and ably supported by reputed independent firm i.e. M/s. Mehta
Singhvi & Associates, Chartered Accountants, Mumbai as the
Internal Auditors. The audit conducted by the Internal Auditors
is based on an internal audit plan, which is reviewed each
year in consultation with the Audit Committee. These audits
are based on risk based methodology and inter-alia involve
the review of internal controls and governance processes,
adherence to management policies and review of statutory
compliances. The Internal Auditors share their findings on an
ongoing basis during the year for corrective action.

During the year the Board of Directors has re- appointed
M/s Mehta Singhvi & Associates, Chartered Accountants
(Registration No. 12221 7W) as Internal Auditors of the
Company. The audit conducted by the Internal Auditors is
based on an internal audit plan, which is reviewed each year in
consultation with the Audit Committee. These audits are based
on risk- based methodology and inter-alia involve the review
of internal controls and governance processes, adherence to
management policies and review of statutory compliances.

Report of the Internal Auditors for the FY 2024-25 does
not contain any qualification, reservation, disclaimer or
adverse remarks.

Cost Auditors

The provisions of Section 148(1) of the Companies Act, 2013
are applicable to the Company and accordingly the Company
has maintained cost accounts and records in respect of the
applicable products for the year ended 31^st March 2025.

The Board, on the recommendation of the Audit Committee, at its
meeting held on 14^th May, 2025, has approved the appointment
of M/s. S K Agarwal & Associates, Cost and Management
Consultants, as the Cost Auditors for the Company for the
financial year ending 31^st March 2026, at a remuneration of
H 3 Lakhs plus taxes and out of pocket expenses. They have
confirmed that they are free from any disqualifications under
Section 141 of the Companies Act, 2013.

A proposal for ratification of remuneration of the Cost Auditor
for the FY 2025-26 is placed before the Shareholders for
approval in the ensuing AGM.

Secretarial Auditors

Pursuant to the amended provisions of Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies Act,
2013, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit
Committee and the Board of Directors have approved and
recommended the appointment of M/s. Prachi Bansal and
Associates, Practicing Company Secretaries (Firm Registration

Number: I2020HR2093500) as the Secretarial Auditors of the
Company for a term of 5 (Five) consecutive years from the FY
2025-26 till FY 2029-30, subject to the approval of the Members
at ensuing AGM.

Brief profile and other details of M/s. Prachi Bansal and
Associates, Practicing Company Secretaries, are disclosed in
the AGM Notice approved by the Board. They have given their
consent to act as Secretarial Auditors of the Company and have
confirmed their eligibility for the appointment.

The Secretarial Auditors have confirmed that they have
subjected themselves to the peer review process of Institute
of Company Secretaries of India (ICSI) and hold valid certificate
issued by the Peer Review Board of the ICSI.

The Secretarial Audit Report pursuant to the provisions
of Section 204 of the Companies Act, 2013 and Rule 9 the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, issued by M/s. Singhvi & Associates,
Company Secretaries, in form MR-3 for FY 2024-25 is attached
as Annexure ‘D'' forming part of this Report. The Secretarial
Audit Report does not contain any qualification, reservation or
disclaimer or adverse remark.

Reporting of fraud by auditors

During the year under review, the Auditors of the Company have
not reported any fraud as specified under Section 143(12) of the
Act to the Audit Committee.

OTHER DISCLOSURES
Annual Return

In terms of Section 92(3) of the Companies Act, 2013 read
with Section 134(3)(a) of the Companies Act, 2013, the Annual
Return of the Company as on 31^st March 2025 is available on
the Company''s website at https://www.baluindustries.com.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

The Company has strong commitment towards conservation of
energy, natural resources and adoption of latest technology in
its areas of operation. The particulars relating to conservation
of energy, technology absorption, foreign exchange earnings
and outgo, as required to be disclosed under clause (m) of sub¬
section (3) of Section 134 of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, is annexed to this Report
as "Annexure-E

Report on Corporate Governance

In terms of Regulation 34 of SEBI (LODR) Regulations, a separate
section on Corporate Governance with a detailed report on
Corporate Governance is provided as a separate section in the
Annual Report and a certificate from Mohammed Aabid, Partner
of M/s. Aabid & Co., Practicing Company Secretaries, is certifying
compliance of conditions of Corporate Governance as stipulated

under the Listing Regulations, forms part of this Annual Report.
The Report on Corporate Governance also contains disclosures
as required under the Companies Act, 2013.

Business Responsibility and Sustainability Report (BRSR)

In accordance with the provisions of Regulation 34 of
the Listing Regulations, the Business Responsibility and
Sustainability Report (BRSR) forms a part of this Annual Report
describing the initiatives undertaken by the Company from an
environmental, social and governance perspective during the
year under review.

Management Discussion Analysis Report

The Management Discussion and Analysis Report for the year
under review, as stipulated under regulation 34 (3) and Part
B of schedule V of the SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015 is provided as a separate
section in the Annual Report.

Secretarial Standards Compliance

During the year under review, the Company has complied with
all the applicable Secretarial Standards issued by The Institute
of Company Secretaries of India and approved by the Central
Government pursuant to Section 118 of the Companies Act, 2013.

Disclosures as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013

The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules
thereunder for prevention and redressal of complaints of sexual
harassment at workplace. The Company has complied with
provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of complaints reported under Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 during FY 2024-25 are as follows:

No. of complaints of sexual harassment received during the year;	0
No. of complaints disposed off during the year;	0
No. of complaints pending as on 31st March 2025	0

Adherence to provisions of the Maternity Benefit Act,
1961:

The Company has complied with the applicable provisions
of the Maternity Benefit Act, 1961, including those relating to
maternity leave, benefits, and safeguards for female employees.

GENERAL

Your Directors state that no disclosure or reporting is required

in respect of the following items as there were no transactions

for the same during the year under review:

1. Material Changes and/or commitment that could affect
the Company''s financial position, which have occurred
between the end of the financial year of the Company and
the date of this report;

2. Significant or material orders passed by the Regulators or
Courts or Tribunals, impacting the going concern status
and Company''s operations in future;

3. Non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme
pursuant to Section 67(3) of the Companies Act, 2013
read with rules 16(4) of Companies (Share Capital and
Debentures) Rules, 2014;

4. Receipt of any remuneration or commission from any of
its subsidiary companies by the Managing Director or the
Whole-Time Directors of the Company;

5. Revision of the financial statements pertaining to previous
financial periods during the financial year under review;

6. Frauds reported as per Section 143(12) of the
Companies Act, 2013;

7. 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;

8. 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.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank Company''s
employees at all levels for their hard work and commitment.
Your Board also places on record its sincere appreciation for
the continued support received from the customers, members,
suppliers, bankers, financial institutions and all other business
partners/associates.

By Order of the Board
For Balu Forge Industries Limited

Sd/-

Jaspalsingh Chandock

Date: 4^th September 2025 Place: Mumbai

DIN No.: 00813218 Chairman and Managing Director

Registered Office:

506, 5^th Floor, Imperial palace,

45 Telly Park Road, Andheri (East),

Mumbai. 400069. Maharashtra. India

---

Mar 31, 2024

The Board of Directors is pleased to present the 35th Annual Report of Balu Forge Industries Limited ("the Company") together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2024.

1. FINANCIAL RESULTS

The Company''s financial performance during the year ended 31^st March, 2024 compared to the previous financial year is summarised below:

'' in crore

Description	Standalone		Consolidated
	Year ended 31 March 2024	Year ended 31 March 2023	Year ended 31 March 2024	Year ended 31 March 2023
Revenue from operations	388.08	269.06	559.86	326.64
Other Income	10.63	12.81	10.41	12.65
Total Revenue	398.71	281.87	570.27	339.29
Total Expenses	311.39	238.22	456.43	288.72
(Loss) / Profit before tax and exceptional items	87.32	43.65	113.84	50.57
Profit before tax	87.32	43.65	113.84	50.57
Tax expense	20.17	11.66	20.17	11.66
Net Profit after tax	67.15	31.99	93.67	38.91
Other Comprehensive expense/ (Income), net of Income tax	0.01	0.09	0.03	0.09
Balance Transfer to Reserve	67.16	32.08	93.70	39.00

The Financial Statements for the year ended 31, March 2024 have been prepaid as per the Indian Accounting Standards (Ind AS)

2. REVIEW OF OPERATIONS

During the financial year ended 31st March, 2024, the Company has recorded, on standalone basis, total revenue of ''398.71 crores and the Company have earned Net Profit of ''67.16 crores as compared to previous year Net Profit of ''32.08 crores.

On consolidated basis, the Company achieved total revenue of ''570.27 crores and the Company has earned Net Profit of ''93.70 crores as compared to previous year Net Profit of ''39.00 crores.

There was no change in nature of Business of the Company, during the year under review.

3. OPERATIONAL HIGHLIGHTS:

Balu Forge Industries Ltd (BFIL) achieved significant operational milestones in FY24, reflecting its strategic focus on diversification and capacity expansion. The company reported a remarkable 44.24% increase in revenue, reaching ''38,808.26 lakhs, driven by sustained demand for specialized engineering products across new and existing sectors such as railways, defence, oil and gas and heavy commercial vehicles. This growth was further supported by BFIL''s successful addition of three new global OEMs to its client portfolio, despite rigorous audits and inspections.

FUTURE OUTLOOK

• Looking ahead, BFIL''s ongoing development of the Mercedes Benz unit, expected to be fully operational by Q2 FY25, will further increase the company''s production capacity from 18,000 TPA to 32,000 TPA. This capacity expansion is anticipated to drive additional revenue growth and enhance profit margins as the company continues to diversify its product offerings and market presence. Moreover, the company is strategically positioned to capitalize on opportunities in key growth industries across North America, Europe, Asia, and the Middle East, further strengthening its foothold in the global market.

• One of the most significant developments for BFIL in FY24 was the acquisition of three new state-of-the-art forging lines. These lines, a combination of hammers and presses, are capable of producing 72,000 tonnes per annum of heavy forged products. The new equipment, including a 16-ton closed-die forging hammer is capable of producing forgings up to 800900 kgs, a 10-ton closed-die forging hammer, and an 8,000-ton capacity mechanical press, will be integrated into the company''s upcoming greenfield manufacturing campus in Belagavi, Karnataka. The integration of the forging lines with the recently acquired precision

machining unit from Mercedes Benz will allow BFIL to expand its product engineering capabilities and increase its offerings of precision products to global majors in critical engineering and safety components.

• This strategic acquisition not only enhances BFIL''s manufacturing capabilities but also strengthens its position as a comprehensive, one-stop solution provider for advanced machining solutions in critical industries such as mining, aerospace, and aluminium. This expansion enables BFIL to produce a wider range of products, including those made from different alloys, from aluminium to titanium, enhancing its research and development capabilities in alloy mixing and metal combinations. This setup will be fully automated with the latest technology, including an anti-vibration system and robotic handling compliant with Industry 4.0 standards.

4. CREDIT RATING:

Your Company has been rated by Crisil Ratings Limited vide its letter dated 28th June, 2024 for its bank facilities as follows:

Sr. no. Instruments	Rating
1. Packing Credit	BBB/Stable
2. Post Shipment Credit	A3

The above rating indicates moderate degree of safety regarding timely servicing of financial obligations. The Company was not identified as a "Large Corporate" for financial year 2023-24 as per the criteria under SEBI Circular No. SEBI/ HO/DDHS/CIR/P/2018/1 44 dated 26th November, 2018.

5. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire profit generated during the year under review, in the profit and loss reserve account. Accordingly, the Company has not transferred any amount to the ‘Reserves'' for the year ended 31st March, 2024.

6. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on 31st March, 2024 is available on the Company''s website at https://www. baluindustries.com.

7. DIVIDEND

The Board of Directors at their meeting held on July 30, 2024, has recommended payment of '' 0.15/- at the rate of 1.5% per fully paid up equity share of the face value of ''10/- each as final dividend for the financial year ended March 31,2024.

The payment of the final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose name appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

In view of the provisions of the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source. The dividend pay-out has been determined in accordance with the Dividend Distribution Policy of the Company.

8. UTILISATION OF PREFERENTIAL ALLOTMENT PROCEEDS

The proceeds of funds raised under preferential allotments of the Company have been fully utilised as per Objects of the Issue. The disclosure in compliance with the Regulation 32(7A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and detailed utilization are provided in the Corporate Governance Report which forms part of this Report.

9. CHANGES IN SHARE CAPITAL :

Increase in Authorised Share Capital of the Company

The Authorised Share Capital of the Company has increased from ''90,00,00,000/- (Rupees Ninety Crore Only) divided into 9,00,00,000/- (Nine Crore) Equity Shares of ''10/-(Rupees Ten only) each to ''1,10,00,00,000/- (Rupees One Hundred and Ten Crore Only) divided into 1 1,00,00,000/-(Eleven Crore) Equity Shares of ''10/- (Rupees Ten only).

Issue and Allotment of Equity Shares & Warrants on Preferential Basis

During the financial year 2023-24, the Company has issued and allotted:

i. 1,37,27,000 Equity Shares to the Non-Promoters (Public Category) on preferential basis of ''10/- each for cash at premium of ''105.45/- aggregating to ''1,58,47,82,1 50/-.

ii. 30,00,014 Convertible Warrants to persons forming part of promoter group on preferential basis of ''10/-each for cash at premium of ''105.45/- aggregating to ''34,63,51,616.30/-, with an option to convert the same into equal number of equity shares of ''10/- (Rupees Ten) each at an issue price of ''115.40/- per share within a period of 18 months from the date of allotment of warrants, as per terms and conditions approved in Extra-Ordinary General Meeting held on 14th July, 2023.

Further, the Company has allotted 30,00,014 Equity Shares having face value of ''10/- each at an issue price of ''115.45/- fully paid up upon exercising the option available with the Share Warrant Holder (person belonging to the Promoter group) to convert 30,00,014 (Thirty Lakhs and Fourteen) Convertible Warrants.

Further, the Company has issued and allotted:

i. 25,00,000 Equity Shares to the Non-Promoters (Public Category) on preferential basis of ''10/-each for cash at premium of ''1 73.60/- aggregating to ''45,90,00,000/-, approved by shareholders in Annual General Meeting held on 27th September 2023.

ii. 50,00,000 Convertible Warrants on preferential basis to persons forming part of promoter group, with an option to convert the same into equal number of equity shares of ''10/- (Rupees Ten) each at an issue price of ''183.60/- per share within a period of 18 months from the date of allotment of warrants, as per terms and conditions approved in Annual General Meeting held on 27th September 2023.

Share capital as on 31^st March, 2024

The paid-up Equity Share Capital as on 31st March, 2024 was ''1,02,59,19,000/- divided into 10,25,91,900 Equity Shares of ''10/- each.

The Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor issued any sweat equity shares and issue shares under Employees Stock Option Scheme as per provisions of Section 62 (1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014, during the year under review.

10. MAINTENANCE OF COST RECORDS

The members are hereby informed that pursuant to the provisions of section 148 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, the Company falls under the category of Non-Regulated Sectors whose revenue from export in foreign exchange exceeds 75% of its total revenue. Therefore, the Company is exempted from the provisions of the Companies Act, 2013 related to Cost Audit. Therefore, the appointment of Cost Auditors would not be applicable for the FY 2023-2024.

Further, since the appointment of Cost Auditor is applicable on the Company for the Financial Year 2023-24, the Board of Directors on the recommendation of the Audit Committee, has appointed M/s. R. K. Bhandari & Co, Cost Accountants, having Firm Registration No.: 101435, as Cost Auditors to

audit the cost records of the Company for the financial year 2024-25. As required under the Act, a resolution seeking shareholder''s approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 35^th AGM.

11. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of the Companies Act, 2013, including the relevant Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and notified under Section 133 of the Companies Act, 2013 and as required under Regulation 34 of the Listing Regulations, this Annual Report includes Consolidated Financial Statements for the financial year 2023-24.

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

During the year under review, there was no transfer of equity shares to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

13. INTERNAL CONTROL SYSTEM

The Company''s internal control system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

Internal Audit - The Company has in place a robust Internal Control System and ably supported by reputed independent firms i.e. Mehta Singhvi & Associates, Chartered Accountants, Mumbai as the Internal Auditors. The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each year in consultation with the Audit Committee. These audits are based on risk based methodology and inter-alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the year for corrective action. Report of the Internal Auditors for the FY 2023-24 does not contain any qualification, reservation, disclaimer or adverse remarks.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loan given, investments made, guarantees given and securities provided during the year under review and as covered under Section 186 of the Companies Act, 2013 has been disclosed in the note no. 10 and 18 of

Standalone financial statements.

15. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, in relation to audited financial statements of the Company for the year ended 31st March, 2024; the Board of Directors hereby confirms that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 31st March, 2024 and of the profit of the Company for the year under review.

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

d) the Directors had prepared the accounts for the financial year ended 31st March, 2024 on a going concern basis.

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

16. REPORT ON PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has in total 4 Subsidiaries of which 2 are Indian and 2 are Overseas namely: -

1. Naya Energy Works Private Limited (WOS)

2. Balu Advanced Technologies & Systems Private Limited (WOS)

3. Safa Otomotiv FZ - LLC in Dubai (as a WOS)

4. Kelmarsh Technologies FZ-LLC in Dubai (the Company is yet to make Capital contribution in the said subsidiary).

Now the Company has decided to independently conduct all anticipated operations, either through its own operations or via subsidiary companies.

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013. No material change has taken place in the nature of business of the subsidiaries.

Statement containing salient features of financials of subsidiaries pursuant to Section 129 of the Act read with Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014, is annexed in the Form AOC-1 as "Annexure A" to this Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, and separate audited financial statements in respect of subsidiaries are available on the website of the Company under web link https://www. baluindustries.com/finanial-information.php

The financial statement of the subsidiaries shall also be sent to Members electronically who request for the same.

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at https://www.baluindustries. com/corporate-governance.php

17. DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013 ("the Act") and the Rules framed thereunder. As on 31 March 2024, there were no deposits lying unpaid or unclaimed.

18. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

(i) Composition of the Board of Directors and KMP

The Board of Directors and Key Managerial Personnel is duly constituted. The details of the directors are given in the Corporate Governance Report forming part of the Annual Report.

(ii) Changes in Composition of Board and Key Managerial Personnel

a) Mr. Amit Todkari was appointed as Chief Financial Officer of the company w.e.f 10 May 2023.

b) Ms. Tabassum Begum was appointed as Company Secretary and Compliance Officer of the company w.e.f 10 June 2023.

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub- section (3) of Section 178 of the Act and

SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Nomination and Remuneration Policy of the Company is hosted on the Company''s website under the web link https://www.baluindustries.com/corporate-governance.php

Retirement of Directors by Rotation

As per the Companies Act, 2013, Mr. Jaspalsingh Chandock, (DIN: 00813218), Chairman and Managing Director, being longest in the office retire by rotation and being eligible, offers himself for reappointment.

(iii) Re-appointment of Mr. Jaspalsingh Chandock

Mr. Jaspalsingh Chandock (DIN: 00813218) was reappointed as a Whole-time Director of the Company for a term of 5 (Five) years commencing from 19th November, 2023 as approved by the members of the Company at 34th Annual General Meeting held on 27th September, 2023.

(iv) Re-appointment of Mr. Trimaan Chandock

Mr. Trimaan Chandock (DIN: 02853445) was reappointed as a Whole-time Director of the Company for a term of 5 (Five) years commencing from 19th November, 2023 as approved by the members of the Company at 34th Annual General Meeting held on 27th September, 2023.

(v) Re-appointment of Mr. Jaikaran Chandock

Mr. Jaikaran Chandock (DIN: 06965738) was reappointed as a Whole-time Director of the Company for a term of 5 (Five) years commencing from 19th November, 2023 as approved by the members of the Company at 34th Annual General Meeting held on 27th September, 2023.

MEETINGS OF BOARD & COMMITTEES

• Meetings of Board of Directors

The Board of Directors duly met 09 (Nine) times during the financial year ended 31st March, 2024 as under:

27 April 2023, 09 May 2023, 21 June, 2023, 1 1 August

2023, 04 September 2023, 31 October, 2023, 14 November 2023, 03 February 2024 and 14 February,

2024.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (LODR) Regulations, 2015 / Companies Act, 2013. The details of the Board meetings and attendance of each Director thereat are provided in the Corporate Governance Report forming part of the Annual Report.

• Committee Meetings:

Audit Committee:

The Audit committee reviews reports of the internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

The Audit Committee of the Company is constituted/ re- constituted in line with the provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

During the financial year 2023-24, the Audit Committee of the Company met 7 times on 09 May 2023, 11 August 2023, 04 September, 2023, 31 October, 2023, 14 November 2023, 03 February, 2024 and 14 February 2024. The gap was not more than one hundred and twenty days between two Audit Committee meetings.

The Statutory Auditors, Internal Auditor and Whole Time Directors/Chief Financial Officer are being invited to the meeting as and when required.

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

The Composition of the Audit Committee is as under:

Sr. No.	Member’s Name	Category	Designation
1	Mr. Raghvendra Raj Mehta	Independent Director	Chairman
2	Mr. Radheshyam Soni	Independent Director	Member
3	Ms. Shalu Bhandari	Independent Director	Member
4	Mr. Trimaan Chandock	Whole Time Director	Member

Nomination & Remuneration Committee

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

The Nomination & Remuneration Committee is duly constituted, during the year under review, the committee met 03 (three) times on 09 May, 2023, 04 September, 2023 and 03 February, 2024.

The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Composition of the Nomination & Remuneration Committee is as under:

Sr. No.	Member’s name	Category	Designation
1	Mr. Radheshyam Soni	Independent Director	Chairman
2	Mr. Raghvendra Raj Mehta	Independent Director	Member
3	Ms. Shalu Bhandari	Independent Director	Member

Stakeholders'' Relationship Committee

The scope of the Shareholders/ investors Grievance Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, the Committee also looks into matters which can facilitate better investor''s services and relations.

The Stakeholders'' Relationship Committee is duly constituted, during the year under review, the committee met twice on 09 May 2023 and 11 August 2023.

The Composition of the Stakeholders'' Relationship Committee is as under:

Sr. No.	Member’s Name	Category	Designation
1	Mr. Raghvendra Raj Mehta	Independent Director	Chairman
2	Mr. Radheshyam Soni	Independent Director	Member
3	Ms. Shalu Bhandari	Independent Director	Member

The brief terms of reference of the Stakeholders'' Relationship Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

Risk Management Committee

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness.

The Risk Management Committee is duly constituted, during the year under review, the committee met twice on 31 July 2023 and 18 January 2024.

The Composition of the Risk Management Committee is as under:

Sr. No.	Member’s Name	Category	Designation
1	Mr. Trimaan Chandock	Whole Time Director	Chairman
2	Mr. Jaikaran Chandock	Whole Time Director	Member
3	Mr. Radheshyam Soni	Independent Director	Member

Corporate Social Responsibility Committee

The Board of Directors of the Company has formed a Corporate Social Responsibility Committee to make CSR as one of the key focus areas where the Company can play a vital role and provide a reasonable contribution to the society by entering into sustainable programs of high impact and integrity. The CSR Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis and apprises the Board of the same.

The detailed CSR policy and report on CSR activities undertaken during the year in accordance with Section 134 & 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed as "Annexure B" to this report.

The Company''s CSR Policy is placed on the website of the Company at https://www.baluindustries.com/ corporate- governance.php

The brief terms of reference, particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report. The Corporate Social Responsibility Committee had met twice i.e. on 11th August, 2023 and 14^th November, 2023.

The Composition of the Corporate Social Responsibility Committee is as under:

Sr. No.	Member’s Name	Category	Designation
1	Mr. Raghvendra Raj Mehta	Independent Director	Chairman
2	Mr. Trimaan Chandock	Whole Time Director	Member
3	Mr. Jaikaran Chandock	Whole Time Director	Member

19. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

20. INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

21. DECLARATION OF INDEPENDENT DIRECTORS

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Non- Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

22. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the industry scenario, the socioeconomic

environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The details of the training and familiarization program conducted by the Company are hosted on the Company''s website under the web link https://www.baluindustries. com/corporate-governance.php

23. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board , ba sed on the recommend ati on of the Nomi nati on and Remuneration Committee has carried out an annual performance evaluation of Board of Directors, Statutory Committees and Individual Directors. The policy is also in compliance to Regulation 19 read with Schedule II, Part D of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evaluation of the Board, its Statutory Committees and individual Directors.

In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors of the Company was held on Saturday, February 03, 2024 to review:

• The performance of non-independent directors and the Board as a whole and its Committees thereof;

• The performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

• To assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

24. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are annexed to this Report as ‘‘Annexure - C’’.

In terms of Section 136(1) of the Act, details of employee remuneration as required under provision of Section 197 of the Companies Act, 2013 and rule 5 (2) and rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection and any

member interested in obtaining a copy of the same may write to Company at [email protected]

25. RELATED PARTY TRANSACTIONS

Att the related party transactions are placed before the Audit Committee for their review and approval. Prior Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and atso for the transactions which are not foreseen. A statement of att related party transactions is presented before the Audit Committee on a quarterty basis specifying the nature, vatue and terms & conditions of the transactions. Att transactions entered with retated parties were in comptiance with the appticabte provisions of the Companies Act, 2013 read with the retevant rutes made thereunder and the Listing Regutations.

Att retated party transactions entered into by the Company during the financiat year under review were in the ordinary course of business and on arm''s tength basis. Att transactions entered with retated parties were in comptiance with the appticabte provisions of the Companies Act, 2013 read with the retevant rutes made thereunder and the Listing Regutations.

During the FY 2023-24, your Company did not enter into any materiat retated party transactions. Accordingty, disctosure with respect to the same in the form AOC- 2 in terms of Section 134 of the Companies Act, 2013 is not appticabte.

During the year under review, Poticy on Retated Party Transactions in comptiance with the requirements of Companies Act, 2013 and amendment to SEBI Listing Regutations, is avaitabte on the website of the Company https://www.batuindustries.com/corporate-govemance. php.

26. CORPORATE SOCIAL RESPONSIBILITY

The objective of the Company''s Corporate Sociat Responsibitity (''CSR'') initiatives is to improve the quatity of tife of communities through tong-term vatue creation for att stakehotders. The Company''s CSR Poticy provides guidetines to conduct CSR activities of the Company. CSR initiatives and activities are atigned to the requirements of Section 135 of the Act. The brief outtine of the CSR poticy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure B" of this report in the format prescribed in the Companies (Corporate Sociat Responsibitity Poticy) Rutes, 2014.

27. CORPORATE GOVERNANCE

In terms of Regutation 34 of SEBI (LODR) Regutations, a separate section on Corporate Governance with a detaited report on Corporate Governance is provided as a separate section in the Annuat Report and a certificate from Mohammed Aabid Partner of M/s. Aabid & Co., Company Secretaries, the Secretariat Auditor of the Company, is certifying comptiance of conditions of Corporate

Governance, forms part of this Annuat Report. The Report on Corporate Governance atso contains certain disctosures as required under the Companies Act, 2013.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the Listing Regutations, the Business Responsibitity and Sustainabitity Report (BRSR) forms a part of this Annuat Report describing the initiatives undertaken by the Company from an environmentat, sociat and governance perspective during the year under review.

29. MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Anatysis Report for the year under review, as stiputated under regutation 34 (3) and Part B of schedute V of the SEBI (Listing Obtigation and Disctosure Requirement) Regutation, 2015 is provided as a separate section in the Annuat Report.

30. AUDITORS

a) Statutory Auditors

M/s M. B. Agrawat & Co, Chartered Accountants (Registration No 100137W), were appointed as the Statutory Auditors of the Company for a period commencing from the conctusion of 31st AGM untit the conctusion of the 36th Annuat Generat Meeting.

The Statutory Auditors have given a confirmation to the effect that they are etigibte to continue with their appointment and that they have not been disquatified in any manner from continuing as Statutory Auditors.

The Report given by M/s M. B. Agrawat & Co, Statutory Auditors on the financiat statements of the Company is part of the Annuat Report. There has been no quatification, reservation, adverse remark or disctaimer given by the Auditors in their Report.

b) Internal Auditors

During the year the Board of Directors has re- appointed M/s Mehta Singhvi & Associates, Chartered Accountants (Registration No. 12221 7W) as Internat Auditors of the Company. The audit conducted by the Internat Auditors is based on an internat audit ptan, which is reviewed each year in consuttation with the Audit Committee. These audits are based on risk- based methodotogy and inter-atia invotve the review of internat controts and governance processes, adherence to management poticies and review of statutory comptiances. The Internat Auditors share their findings on an ongoing basis during the year for corrective action. Report of the Internat Auditors for the FY 2023- 24 does not contain any quatification, reservation, disctaimer or adverse remarks.

c) Cost Auditor

The Board of Directors on the recommendation of the Audit Committee, has appointed M/s. R. K. Bhandari & Co, Cost Accountants, having Firm Registration No.: 101435, as Cost Auditors to audit the cost records of the Company for the financial year 2024-25. As required under the Act, a resolution seeking shareholder''s approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 35^th AGM.

d) Secretarial Auditor

Secretarial Audit Report, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, was obtained from Mr. Mohammed Aabid, Partner of M/s. Aabid & Co., Practicing Company Secretaries in form MR-3 for the financial year 2023-24. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

The said report is disclosed under "Annexure-D" and forms part of this report.

The Board at its meeting held on May 14, 2024 has appointed M/s. Singhvi & Associates, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2024-2025.

31. IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has formulated a policy and process for risk management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations.

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

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under clause (m) of sub-section (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as "ANNEXURE E".

33. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employee of the Company to approach Audit Committee of the Company to report existing/ probable

violations of laws, rules, regulations or unethical conduct.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is hosted on the Company''s website https://www.baluindustries.com/ corporate-governance.php

34. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

35. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

36. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

37. GREEN INITIATIVE

Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as may be amended from time to time which permits paperless compliances and also service of notice / documents (including annual report) through electronic mode to its members. Accordingly, Electronic copy of the Annual report and the Notice of the Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s).

To support this green initiative, we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.

38. GENERAL

Your Directors state that no disclosure or reporting is

required in respect of the following items as there were no

transactions for the same during the year under review:

1. Material Changes and/or commitment that could affect the Company''s financial position, which have occurred between the end of the financial year of the Company and the date of this report;

2. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with rules 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

3. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-Time Directors of the Company;

4. Revision of the financial statements pertaining to previous financial periods during the financial year under review;

5. Frauds reported as per Section 143(12) of the Companies Act, 2013;

6. 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.

7. 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.

39. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company''s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

By the Order of the Board For Balu Forge Industries Limited

Registered Office:

506, 5th Floor, Imperial Palace, 45 Telly Park Sd/_-

Road, Andheri (East), Mumbai - 400069 M_r. J_asp_al_si_ngh Ch_and_ok

Date: 06^th September 2024 Chairman & Managing Director

Place: Mumbai DIN : 00813218

---

Mar 31, 2023

DIRECTORS'' REPORT

Dear Shareholders,

The Board of Directors is pleased to present the 34^th Annual Report of Balu Forge Industries Limited ("the Company") together with
the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2023.

1. FINANCIAL RESULTS

The Financial Highlights for the year Under report are as under:

Description	Standalone		Consolidated
	Year ended 31 March 2023	Year ended 31 March 2022	Year ended 31 March 2023	Year ended 31 March 2022
Other Income	12.81	8.52	12.65	8.53
Total Revenue	281.87	293.58	339.29	294.61
Total Expenses	238.22	253.70	288.72	255.32
(Loss) / Profit before tax and exceptional items	43.65	39.88	50.57	39.29
Profit before tax	43.65	39.68	50.57	39.09
Tax expense	11.66	9.24	11.66	9.24
Net Profit after tax	31.99	30.44	38.91	29.85
Other Comprehensive expense/ (Income), net of Income tax	0.9	0.17	0.9	0.17
Balance Transfer to Reserve	32.08	30.61	39.00	30.02

2. REVIEW OF OPERATIONS

During the financial year ended 31^st March, 2023, the
Company has recorded, on standalone basis, total revenue
of ''281.87 crores and the Company has earned Net Profit
of ''31.99 crores as compared to previous year Net Profit of
''30.44 crores.

On consolidated basis, the Company achieved total revenue
of ''339.29 crores and the Company has earned Net Profit
of ''38.91 crores as compared to previous year Net Profit
of ''29.85 crores.

There was no change in nature of Business of the Company,
during the year under review.

3. CREDIT RATING:

Your Company has been rated by Crisil Ratings Limited vide
its letter dated 15^th February, 2023 for its bank facilities
as follows

Sr. No. Instruments	Rating
1 Packing Credit	BBB-/Stable
2 Post Shipment Credit	A3

The above rating indicates moderate degree of safety
regarding timely servicing of financial obligations, The
Company was not identified as a "Large Corporate" for
financial year 2022-23 as per the criteria under SEBI
Circular No. SEBI/ HO/DDHS/CIR/P/2018/144 dated 26^th
November, 2018.

4. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire
profit generated during the year under review, in the profit
and loss reserve account. Accordingly, the Company has

not transferred any amount to the ‘Reserves'' for the year
ended 31^st March, 2023.

5. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read
with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return of the Company as on 31^st March, 2023
is available on the Company''s website at https://www.
baluindustries.com.

6. DIVIDEND

With a view to conserve the resources, the Board of
Directors have not recommended any dividend during the
year under review.

The Company has adopted Dividend Distribution Policy
in accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and the same is available on the Company''s website
at https://www.baluindustries.com/corporategovernance.
php.

7. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY AFTER THE CLOSING OF FINANCIAL
YEAR:

Increase in Authorised Share Capital of the
Company

The Authorised Share Capital of the Company was
increased from '' 90,00,00,000/- (Rupees Ninety Crores
only) divided into 9,00,00,000 (Nine Crore) Equity Shares of
'' 10/- (Rupees Ten) each to '' 1,10,00,00,000/- (Rupees one
Hundred and Ten Crore Only) divided into 11,00,00,000/-
(Eleven Crore) Equity Shares '' 10/- (Rupees Ten only).

Alteration of Object Clause of Memorandum of
Association of the Company

The Company had with the approval of the members altered
its Main Objects by inserting Clauses in the Main Objects
and Objects incidental and ancillary to the attainment of
the main objects. The Company has received approval of
the Ministry of Corporate Affairs to the said alterations.

Allotment of Equity Shares and Convertible
Warrants on Preferential Basis

The Company had issued and allotted 1,37,27,000 Equity
Shares of '' 10/- each for cash at premium of '' 105.45
aggregating to '' 1,58,47,82,150/- to the Non-Promoters
(Public Category). and 30,00,014 warrants convertible into
30,00,014 Equity Shares of '' 10/- each for cash at premium
of '' 105.45 aggregating to '' 34,63,51,616.30/- to the
persons forming part of the Promoters Group. An amount
equivalent to 25% of the Warrant Price was payable at the
time of subscription and allotment of each warrant and
the balance 75% of the Warrant Price shall be payable
by the Warrant holder against each Warrant at the time
of allotment of Equity Shares pursuant to exercise of the
right attached to Warrants to subscribe to Equity Shares.

The amount raised through the said preferential issue will
be utilized for the objects stated in the Notice of Extra¬
Ordinary General Meeting dated 21^st June, 2023.

8. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of section 148 read with Rule
4 of Companies (Cost Records and Audit) Rules, 2014,
the Company falls under the category of Non-Regulated
Sectors whose revenue from export in foreign exchange
exceeds 75% of its total revenue. Therefore, the Company
is exempted from the provisions of the Companies Act,
2013 related to Cost Audit. Therefore, the appointment
of Cost Auditors would not be applicable for the FY 2023¬
2024.

9. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of the
Companies Act, 2013, including the relevant Indian
Accounting Standards (Ind AS) as issued by the Institute
of Chartered Accountants of India and notified under
Section 133 of the Companies Act, 2013 and as required
under Regulation 34 of the Listing Regulations, this Annual
Report includes Consolidated Financial Statements for the
financial year 2022-23.

10. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2023
was '' 83,36,48,860/- divided into 8,33,64,886 Equity
Shares of '' 10/- each.

The Company had in terms of Chapter V of SEBI (ICDR)
Regulations, 2018 on preferential basis issued and
allotted 1,37,27,000 Equity Shares of '' 10/- each for cash
at premium of '' 105.45 aggregating to '' 1,58,47,82,150/-

to the Non-Promoters (Public Category). Further, issued
and allotted 30,00,014 warrants convertible into 30,00,014
Equity Shares of '' 10/- each for cash at premium of '' 10/-
aggregating to '' 34,63,51,616.30/- to the persons forming
part of the Promoters Group.

Accordingly, as on the date of signing of Directors Report
the paid up Equity Share Capital has been increased
to '' 97,09,18,860/- ('' Ninety Seven Crores Nine Lakhs
Eighteen Thousand Eight Hundred Sixty only) divided
into 9,70,91,886 (Nine Crores Seventy Lakhs Ninety One
Thousands Eight Hundred Eighty Six) Equity Shares of
'' 10/- Each.

The Company has neither issued any shares with
differential rights as to dividend, voting or otherwise nor
issued any sweat equity shares and issue shares under
Employees Stock Option Scheme as per provisions of
Section62 (1) (b) of the Act read with Rule 12(9) of the
Companies (Share Capital and Debenture) Rules 2014.
during the year under review.

11. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION & PROTECTION FUND

During the year under review, there was no transfer of
equity shares to the Investor Education and Protection
Fund in terms of Section 125 of the Companies Act, 2013.

12. INTERNAL CONTROL SYSTEM

The Company''s internal control system has been
established on values of integrity and operational
excellence and it supports the vision of the Company "To
be the most sustainable and competitive Company in our
industry". The Company''s internal control systems are
commensurate with the nature of its business and the size
and complexity of its operations.

Internal Audit - The Company has in place a robust
Internal Control System and ably supported by reputed
independent firms i.e. Mehta Singhvi & Associates,
Chartered Accountants, Mumbai as the Internal Auditors.
The audit conducted by the Internal Auditors is based
on an internal audit plan, which is reviewed each year in
consultation with the Audit Committee. These audits are
based on risk based methodology and inter-alia involve
the review of internal controls and governance processes,
adherence to management policies and review of statutory
compliances. The Internal Auditors share their findings on
an ongoing basis during the year for corrective action.
Report of the Internal Auditors for the FY 2022-23 does
not contain any qualification, reservation, disclaimer or
adverse remarks.

13. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The particulars of loan given, investments made,
guarantees given and securities provided during the year

under review and as covered under Section 186 of the
Companies Act, 2013 has been disclosed in the note no. 10
and 18 of Standalone financial statements.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of
the Companies Act, 2013, in relation to audited financial
statements of the Company for the year ended 31^st March,
2023 with respect to Directors Responsibilities Statement,
it is hereby confirmed that:

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

b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that were 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 31^st
March, 2023 and of the profit of the Company for the
year under review.

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

d) The Directors had prepared the accounts for the
financial year ended 31^st March, 2023 on a going
concern basis.

e) The Directors had laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively.

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

15. REPORT ON PERFORMANCE OF SUBSIDIARIES,
JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has in total 4 Subsidiaries of which 2 are
Indian and 2 are Overseas namely:-

1. Naya Energy Works Private Limited (WOS)

2. Balu Advanced Technologies & Systems Private
Limited (WOS)

3. Safa Otomotiv FZ - LLC in Dubai (as a WOS)

4. Kelmarsh Technologies FZ-LLC in Dubai (the
Company is yet to make Capital contribution
in the said subsidiary). Now the Company has
decided to independently conduct all anticipated

operations, either through its own operations or via
subsidiary companies.

The Company does not have any Joint Venture or
Associate Company within the meaning of Section
2(6) of the Companies Act, 2013. No material change
has taken place in the nature of business of the
subsidiaries.

Statement containing salient features of financials of
subsidiaries pursuant to Section 129 of the Act read
with Rule 5 and 8(1) of the Companies (Accounts)
Rules, 2014, is annexed in the Form AOC-1 as
"Annexure A" to this Report.

Pursuant to the provisions of Section 136 of
the Companies Act, 2013, the standalone and
consolidated financial statements of the Company,
and separate audited financial statements in respect
of subsidiaries are available on the website of the
Company under web link https://www.baluindustries.
com/finanial-information.php

The financial statement of the subsidiaries shall also
be sent to Members electronically who request for
the same.

The Company has formulated a Policy for determining
material subsidiaries. The said policy is available
on the website of the Company at https://www.
baluindustries.com/corporate-governance.php

16. DEPOSITS

The Company has not accepted any deposits within the
meaning of sub-section (31) of Section 2 and Section 73 of
the Companies Act, 2013 ("the Act") and the Rules framed
thereunder. As on 31 March 2023, there were no deposits
lying unpaid or unclaimed.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL
(KMP)(i) Composition of the Board of Directors and
KMP

The Board of Directors and Key Managerial Personnel
is duly constituted. The details of the directors are
given in the Corporate Governance Report forming
part of the Annual Report.

(ii) Changes in Composition of Board and Key
Managerial Personnel

a) Mr. Amit Todkari was appointed as Chief Financial
Officer of the company w.e.f 10 May 2023.

b) Ms. Tabassum Begum was appointed as
Company Secretary and Compliance Officer of
the company w.e.f 10 June 2023.

Policy on Appointment and Remuneration of Directors,
Key Managerial Personnel and Senior Management
Personnel

The Board of Directors has adopted a Nomination and
Remuneration Policy in terms of the provisions of sub- section
(3) of Section 178 of the Act and SEBI Listing Regulations
dealing with appointment and remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel. The
policy covers criteria for determining qualifications, positive
attributes, independence and remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel.

The Nomination and Remuneration Policy of the Company is
hosted on the Company''s website under the web link https://
www.baluindustries.com/corporate-governance.php

Retirement of Directors by Rotation

As per the Companies Act, 2013, Mr. Trimaan Chandock, (DIN:
02853445), Whole time Director, being longest in the office retire
by rotation and being eligible, offers himself for reappointment.

MEETINGS OF BOARD & COMMITTEES• Meetings of Board of Directors

The Board of Directors duly meets 6 (Six) times during the
financial year ended 31^st March, 2023 as under:

29 April 2022, 24 May 2022, 09 August 2022, 05 September
2022, 14 November 2022 and 14 February 2023.

The periodicity between two Board Meetings was within
the maximum time gap as prescribed in the SEBI (LODR)
Regulations, 2015 / Companies Act, 2013. The details of the
Board meetings and attendance of each Director thereat
are provided in the Corporate Governance Report forming
part of the Annual Report.

• Committee Meetings:Audit Committee:

The Audit committee reviews reports of the internal
auditor, meets statutory auditors as and when required
and discusses their findings, suggestions, observations
and other related matters. It also reviews major accounting
policies followed by the Company.

The Audit Committee of the Company is constituted/re-
constituted in line with the provisions of Regulation 18 of
SEBI (Listing Obligations and Disclosure requirements)
Regulations, 2015 read with Section 177 of the Companies
Act, 2013.

During the financial year 2022-23, the Audit Committee of
the Company met 4 times on 24 May 2022, 09 August 2022,
14 November 2022 and 14 February 2023. The gap was
not more than one hundred and twenty days between two
Audit Committee meetings.

The Statutory Auditors, Internal Auditor and Whole Time
Directors/Chief Financial Officer are being invited to the
meeting as and when required.

The Members of the Audit Committee are financially literate
and have requisite accounting and financial management
expertise. The terms of reference of the Audit Committee
and the particulars of meetings held and attendance
thereat are mentioned in the Corporate Governance
Report forming part of the Annual Report. During the year
under review, all the recommendations made by the Audit
Committee were accepted by the Board.

The Composition of the Audit Committee is as under:

Sr. No.	Member’s Name	Category	Designation
1	Mr. Raghvendra Raj Mehta	Independent Director	Chairman
2	Mr. Radheshyam Soni	Independent Director	Member
3	Ms. Shalu Bhandari	Independent Director	Member
4	Mr. Trimaan Chandock	Whole Time Director	Member

Nomination & Remuneration Committee

The Nomination and Remuneration Committee

recommends the appointment of Directors and
remuneration of such Directors. The level and structure
of appointment and remuneration of all Key Managerial
personnel and Senior Management Personnel of the
Company, as per the Remuneration Policy, is also overseen
by this Committee.

The Nomination & Remuneration Committee is duly
constituted, during the year under review, the committee
met Once on 14 February, 2023.

The terms of reference of the Nomination and
Remuneration Committee and the particulars of meetings
held and attendance thereat are mentioned in the Corporate
Governance Report forming part of the Annual Report.

The Composition of the Nomination & Remuneration
Committee is as under:

Sr. No.	Member’s Name	Category	Designation
1	Mr. Radheshyam Soni	Independent Director	Chairman
2	Mr. Raghvendra Raj Mehta	Independent Director	Member
3	Ms. Shalu Bhandari	Independent Director	Member

Stakeholders'' Relationship Committee

The scope of the Shareholders/ investors Grievance
Committee is to review and address the grievance of the
shareholders in respect of share transfers, transmission,
non-receipt of annual report, non-receipt of dividend etc,
and other related activities. In addition, the Committee also
looks into matters which can facilitate better investor''s
services and relations.

The Stakeholders'' Relationship Committee is duly
constituted, during the year under review, the committee
met 3 times on 24 May 2022, 09 August 2022, and 14
February 2023

The Composition of the Stakeholders'' Relationship
Committee is as under:

Sr. No.	Member’s Name	Category	Designation
1	Mr. Raghvendra Raj Mehta	Independent Director	Chairman
2	Mr. Radheshyam Soni	Independent Director	Member
3	Ms. Shalu Bhandari	Independent Director	Member

The brief terms of reference of the Stakeholders''
Relationship Committee and the particulars of meetings
held and attendance thereat are mentioned in the Corporate
Governance Report forming part of the Annual Report.

Risk Management Committee

The Board of Directors of the Company has formed a
Risk Management Committee to frame, implement and
monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing
the risk management plan and ensuring its effectiveness.

The Risk Management Committee is duly constituted,
during the year under review, the committee met 2times,
09 August 2022 and 03 February 2023.

The Composition of the Risk Management Committee is
as under:

Sr.
Member’s Name No.	Category	Designation
1 Mr. Trimaan Chandock	Whole Time Director	Chairman
2 Mr. Jaikaran Chandock	Whole Time Director	Member
3 Mr. Radheshyam Soni	Independent Director	Member

Corporate Social Responsibility Committee

The Board of Directors of the Company has formed a
Corporate Social Responsibility Committee to make CSR
as one of the key focus areas where the Company can
play a vital role and provide a reasonable contribution to
the society by entering into sustainable programs of high
impact and integrity. The CSR Committee reviews and
monitors the CSR projects and expenditure undertaken by
the Company on a regular basis and apprises the Board of
the same.

The details CSR policy and report on CSR activities
undertaken during the year in accordance with Section
134 & 135 of the Act read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Amendment
Rules, 2021 and Rule 9 of the Companies (Accounts) Rules,
2014, is annexed as "Annexure B" to this report.

The Company''s CSR Policy is placed on the website of the
Company at https://www.baluindustries.com/corporate-
governance.php

The brief terms of reference, particulars of meetings held,
and attendance thereat are mentioned in the Corporate
Governance Report forming part of the Annual Report. The
Corporate Social Responsibility Committee had met twice

i.e. on 09^th August, 2022 and 14^th February, 2023.

The Composition of the Corporate Social Responsibility
Committee is as under:

Sr. No.	Member’s Name	Category	Designation
1	Mr. Raghvendra Raj Mehta	Independent Director	Chairman
2	Mr. Trimaan Chandock	Whole Time Director	Member
3	Mr. Jaikaran Chandock	Whole Time Director	Member

18. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE
OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION

The Nomination & Remuneration Committee of Directors
have approved a Policy for Selection, Appointment and
Remuneration of Directors which inter-alia requires that
composition of remuneration is reasonable and sufficient
to attract, retain and motivate Directors, KMP and senior
management employees and the Directors appointed shall
be of high integrity with relevant expertise and experience
so as to have diverse Board and the Policy also lays down
the positive attributes/criteria while recommending the
candidature for the appointment as Director.

19. INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed term
of five years and are not liable to retire by rotation. The
Independent Directors have submitted their disclosure to
the board that they fulfill all the requirements as to qualify
for their appointment as an Independent Director under
the provisions of the Companies Act, 2013 as well as SEBI
(LODR) Regulations, 2015.

20. DECLARATION OF INDEPENDENT DIRECTORS

In terms of the provisions of sub-section (6) of Section 149
of the Act and Regulation 16 of SEBI Listing Regulations
including amendments thereof, the Company has received
declarations from all the Independent Directors of the
Company that they meet the criteria of independence,
as prescribed under the provisions of the Act and SEBI
Listing Regulations. There has been no change in the
circumstances affecting their status as an Independent
Director during the year. Further, the Non- Executive
Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees and
reimbursement of expenses, if any, incurred by them for
the purpose of attending meetings of the Company.

The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications,
experience and expertise and they hold highest standards
of integrity.

21. FAMILIARISATION PROGRAMME FORINDEPENDENT DIRECTORS

The familiarization program aims to provide Independent
Directors with the industry scenario, the socioeconomic
environment in which the Company operates, the business
model, the operational and financial performance of the
Company, significant developments so as to enable them
to take well informed decisions in a timely manner. The
familiarization program also seeks to update the Directors
on the roles, responsibilities, rights and duties under the
Act and other statutes.

The details of the training and familiarization program
conducted by the Company are hosted on the Company''s
website under the web link https://www.baluindustries.
com/corporate-governance.php

22. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the
Boa rd , ba sed on th e recommen d ati on of th e Nomin ati on
and Remuneration Committee has carried out an annual
performance evaluation of Board of Directors, Statutory
Committees and Individual Directors. The policy is also
in compliance to Regulation 19 read with Schedule II,
Part D of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Nomination and
Remuneration Committee has defined the evaluation
criteria for the Performance Evaluation of the Board, its
Statutory Committees and individual Directors.

23. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section
197 of the Act read with sub-rule (1) of Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time,
the disclosures pertaining to the remuneration and other
details, are annexed to this Report as ''''Annexure - C’’.

I n terms of Section 136(1) of the Act, details of employee
remuneration as required under provision of Section 197 of
the Companies Act, 2013 and rule 5 (2) and rule 5 (3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are available for inspection and
any member interested in obtaining a copy of the same
may write to Company at [email protected]

24. RELATED PARTY TRANSACTIONS

All the related party transactions are placed before the
Audit Committee for their review and approval. Prior
Omnibus approval is obtained before the commencement
of the new financial year, for the transactions which are
repetitive in nature and also for the transactions which
are not foreseen (subject to financial limit). A statement

of all related party transactions is presented before the
Audit Committee on a quarterly basis specifying the
nature, value and terms & conditions of the transactions.
All transactions entered with related parties were
in compliance with the applicable provisions of the
Companies Act, 2013 read with the relevant rules made
thereunder and the Listing Regulations.

All related party transactions entered into by the
Company during the financial year under review were
in the ordinary course of business and on arm''s length
basis. All transactions entered with related parties
were in compliance with the applicable provisions of the
Companies Act, 2013 read with the relevant rules made
thereunder and the Listing Regulations.

During the FY 2022-23, your Company did not enter into
any material related party transactions. Accordingly,
disclosure with respect to the same in the form AOC-
2 in terms of Section 134 of the Companies Act, 2013 is
not applicable.

During the year under review, Policy on Related Party
Transactions in compliance with the requirements of
Companies Act, 2013 and amendment to SEBI Listing
Regulations, is available on the website of the Company
https://www.baluindustries.com/corporate-governance.
php

25. CORPORATE SOCIAL RESPONSIBILITY

The objective of the Company''s Corporate Social
Responsibility (''CSR'') initiatives is to improve the quality
of life of communities through long-term value creation
for all stakeholders. The Company''s CSR Policy provides
guidelines to conduct CSR activities of the Company. CSR
initiatives and activities are aligned to the requirements
of Section 135 of the Act. The brief outline of the CSR
policy of the Company and the initiatives undertaken by
the Company on CSR activities during the year are set out
in "Annexure B" of this report in the format prescribed
in the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

26. CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (LODR) Regulations,
a separate section on Corporate Governance with a
detailed report on Corporate Governance is provided as
a separate section in the Annual Report and a certificate
from Mr. Jaymin Modi Proprietor of M/s. Jaymin Modi
& Co. Company Secretaries, the Secretarial Auditor of
the Company, is certifying compliance of conditions of
Corporate Governance, forms part of this Annual Report.
The Report on Corporate Governance also contains certain
disclosures as required under the Companies Act, 2013.

27. MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report for the
year under review, as stipulated under regulation 34 (3)
and Part B of schedule V of the SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015 is provided as a
separate section in the Annual Report.

28. AUDITORSa) Statutory Auditors

M/s M. B. Agrawal & Co, Chartered Accountants
(Registration No 100137W), were appointed as the
Statutory Auditors of the Company for a period
commencing from the conclusion of 31^st AGM until
the conclusion of the 36^th Annual General Meeting.

The Statutory Auditors have given a confirmation to
the effect that they are eligible to continue with their
appointment and that they have not been disqualified
in any manner from continuing as Statutory Auditors.

The Report given by M/s M. B. Agrawal & Co,
Statutory Auditors on the financial statements of the
Company is part of the Annual Report. There has
been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.

b) Internal Auditors

During the year the Board of Directors has re¬
appointed M/s Mehta Singhvi & Associates, Chartered
Accountants (Registration No. 122217W) as Internal
Auditors of the Company. The audit conducted by the
Internal Auditors is based on an internal audit plan,
which is reviewed each year in consultation with the
Audit Committee. These audits are based on risk-
based methodology and inter-alia involve the review
of internal controls and governance processes,
adherence to management policies and review of
statutory compliances. The Internal Auditors share
their findings on an ongoing basis during the year for
corrective action. Report of the Internal Auditors for
the FY 2022- 23 does not contain any qualification,
reservation, disclaimer or adverse remarks.

c) Cost Auditor

The members are hereby informed that pursuant
to the provisions of section 148 read with Rule 4 of
Companies (Cost Records and Audit) Rules, 2014, the
Company falls under the category of Non-Regulated
Sectors whose revenue from export in foreign
exchange exceeds 75% of its total revenue. Therefore,
the Company is exempted from the provisions of the
Companies Act, 2013 related to Cost Audit. Therefore,
the appointment of Cost Auditors would not be
applicable for the FY 2023-2024.

d) Secretarial Auditor

Secretarial Audit Report, pursuant to the provisions
of Section 204 of the Companies Act, 2013 and Rule
9 the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, was obtained
from Mr. Jaymin Modi Proprietor of M/s Jaymin Modi
& Co. Practicing Company Secretaries in form MR-3
for the financial year 2022-23. The remarks in the
report are self explanatory.

The said report is disclosed under "Annexure-D" and
forms part of this report.

The Board at its meeting held on August 11, 2023 has
appointed M/s. D. S. Momaya & Co. LLP, as Secretarial
Auditor, for conducting Secretarial Audit of the
Company for FY 2023-2024.

29. IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has formulated a policy and process
for risk management. The Company has set up a core
group of leadership team, which identifies, assesses
the risks and the trends, exposure and potential impact
analysis at different level and lays down the procedure for
minimization of risks. Risk Management forms an integral
part of Management policy and is an ongoing process
integrated with the operations.

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

The Company has strong commitment towards
conservation of energy, natural resources and adoption of
latest technology in its areas of operation. The particulars
relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo, as required to be
disclosed under clause (m) of sub-section (3) of Section
134 of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, is annexed to this Report as "ANNEXURE E".

31. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has adopted the Whistle blower Policy and
Vigil Mechanism in view to provide a mechanism for the
Directors and employee of the Company to approach
Audit Committee of the Company to report existing/
probable violations of laws, rules, regulations or unethical
conduct.

The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business
operations. The Vigil Mechanism Policy is hosted on the
Company''s website https://www.baluindustries.com/
corporate governance.php

32. THE DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year there has been no significant material
orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and company''s
operations in future.

33. COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS

During the year under review, the Company has complied
with all the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India and approved by
the Central Government pursuant to Section 118 of the
Companies Act, 2013.

34. POLICY ON SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses
complaints received on sexual harassment.

During the financial year under review, the Company has
not received any complaints of sexual harassment from
any of the women employees of the Company.

35. GREEN INITIATIVE

Your Directors would like to draw your attention to Section
20 of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, as may
be amended from time to time which permits paperless
compliances and also service of notice / documents
(including annual report) through electronic mode to
its members. Accordingly, Electronic copy of the Annual
report and the Notice of the Annual General Meeting are
sent to all members whose email addresses are registered
with the Company / depository participant(s).

To support this green initiative, we hereby once again
appeal to all those members who have not registered
their e-mail addresses so far are requested to register
their e-mail address in respect of electronic holding with
their concerned Depository Participants and/or with
the Company.

36. GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions for the same during the year under review:

1. Material Changes and/or commitment that could
affect the Company''s financial position, which have
occurred between the end of the financial year of the
Company and the date of this report;

2. Non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme
pursuant to Section 67(3) of the Companies Act, 2013
read with rules 16(4) of Companies (Share Capital and
Debentures) Rules, 2014;

3. Receipt of any remuneration or commission from any
of its subsidiary companies by the Managing Director
or the Whole-Time Directors of the Company;

4. Revision of the financial statements pertaining to
previous financial periods during the financial year
under review;

5. Frauds reported as per Section 143(12) of the
Companies Act, 2013;

6. 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.

7. 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.

37. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation
for the assistance and co-operation received from the
Company''s Bankers, Government Agencies, Financial
Institutions, Customers, Investors and Business
constituents and look forward to maintain the same
in future.

Registered Office:

506, 5^th Floor, Imperial Palace, 45 Telly Park Road, Andheri

(East), Mumbai - 400069

By the Order of the Board
For Balu Forge Industries Limited

Sd/-

Mr. Jaspalsingh Chandok

Date: 4^th September 2023 Chairman & Managing Director

Place: Mumbai DIN : 00813218

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 25thAnnual Report on the business and operations of the Company for the year ended 31stMarch, 2014.

1. FINANCIAL RESULTS (Amt in Lacs)

PARTICULARS 31.03.2014 31.03.2013

Total Income 8.188 14.91

Depreciation 0.694 0.807

Profit before tax 0.518 (13.159)

Provision for tax –F& T 0.117 -

Profit (Loss) after tax 0.402 (13.178)

Prior period adjustments - -

Balance brought forward (347.80) (334.62)

Balance carried to balance Sheet (347.40) (347.80)



2. REVIEW OF OPERATIONS:

The Company has made Profits of Rs. 40120 during the financial year. The scope for development has come down drastically. However, it does not affect its status as a going concern as the Company continues to look for various other business opportunities.

3. DIVIDEND:

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

4. DEPOSITS:

During the year under review, the Company has not invited or accepted any Deposits from the public.

5. DIRECTORS :

Mr. S. G. Bellad who retire by rotation being eligible offers themselves for re-appointment at the ensuing Annual General meeting.

The Board recommends appointment of Mr. V G Hiremath, Mr. Ashvin Thumar, Mr. Saurab Rathod and Smt. Meena Umachagi as Independent Directors not liable to retire by rotation for 3 consecutive years for a term upto 31stMarch, 2017.

The Company has received requisite notices in writing from members proposing Mr. V G Hiremath, Mr. Ashvin Thumar, Mr. Saurab Rathod and Smt. Meena Umachagi for appointment of Independent Directors in terms of the requirement of Companies Act, 2013.The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchanges.

None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors'' Report.

6. AUDITORS & AUDITOR''S REPORT:

The Board recommends the appointment of M/s. Mohandas & Co., Chartered Accountants, as statutory auditors of the Company for the years ending from March 31, 2015 upto March 31, 2018 in place of Gupta Saharia & Co., Chartered Accountants. They have also confirmed their appointment shall be within the limits prescribed under Section 141(3)(g) of the Act and it is not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

Necessary Resolutions for their appointment have been passed.

There are no adverse observations made by the Auditors in their Report.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Vijay Hiremath- Chairman, Mr. S G Bellad and Mrs. Meena Umachagi as Members of the Audit Committee.

9. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Mr. Shivaputra Guruputrappa Bellad – Chairman, Mr. V G Hiremath and Mrs. Meena Umachagi as Members of the Shareholders and Investors Grievance Committee.

10. COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from a Practicing Company Secretary and is annexed hereto and forming part of this report.

11. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

12. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

13. FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

14. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) BSE Limited.

b) Bangalore Stock Exchange Limited.

The Company has received an approval from BSE Limited vide its letter no. 20130731-16- dated 31st July, 2013 for its revocation of suspension of trading in Equity shares of the Company .The shares of the company are freely traded on BSE Ltd.

The company has also submitted an application for delisting its shares from Bangalore Stock Exchange Limited.

15. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 2013.

16. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

17. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

18. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

19. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company''s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

By the Order of the Board For BELL AGROMACHINA LTD.

S G Bellad Place:Mumbai Chairman Date:14.08.2014 Din: 02547125

---

Mar 31, 2013

The Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company for the year ended 31st March, 2013.

WORKING RESULTS

(Amount in Rs.)

2012-2013 2011-2012

Particulars

Total Income 1,491,000 2,051,790

Depreciation 80,654 47,013

Profit before tax (1315925) 277,620

Provision for tax –F&

Profit (Loss) after tax (1,317,878) 277,620.00

Prior period adjustments

Balance forward brought forward (33,462,343) (33,739,963)

Balance carried to balance Sheet (34,780,222) (33,462,343)

1. FINANCIAL RESULTS & OPERATIONS:

Accounting year 2012-2013 is the 24th year of operation. During the year under review, no manufacturing activities were carried out. However, a small amount of trading activities were carried out during the year. In view of this, the company has continued to incur losses. The management is putting every effort to come out of the red. The Company is in the process of restructuring the capital of the Company as well as the possibility of merging with some healthy and profitable units.

2. DIVIDEND:

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

3. FIXED DEPOSITS:

During the year under review, the Company has not invited or accepted any Fixed Deposits from the public.

4. DIRECTORS :

Mr. S G Bellad Director of the Company who retires by rotation being eligible offers themselves for re-appointment as directors of the Company. Mr. Ashvin Thumar and Mr. Saurabh Rathod were appointed as Additional Directors of the Company and pursuant to the provisions of the Companies Act, 1956 they are appointed as directors of the Company and eligible to retire by rotation.

5. AUDITORS:

The existing Auditors H. N. Adinavar & Co. , Chartered accountants retires at the ensuing Annual General Meeting and have signified their unwillingness to be appointed as Auditors in the current year. It is proposed by the Board to appoint of M/S Gupta Saharia & Co,

Chartered Accountants, as Statutory Auditors of the Company in place of the retiring Auditors. Members are requested to appoint M/s. Gupta Saharia & Co, Chartered Accountants as Statutory Auditors of the Company.

6. AUDITOR''S REPORT:

There are no adverse observations made by the Auditors in their Report.

7. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Vijay Hiremath - Chairman, Mr. Ashvin Thumar and Mrs. Meena Umachagi as Members of the Audit Committee.

8. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and investor Grievance Committee is consisting of Mrs. Meena Umachagi - Chairman, Mr. Ashwin Thumar and Mr. S G Bellad as members of the committee.

9. COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from a Practicing Company Secretary and is annexed hereto and forming part of this report.

10. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Directors confirm that:

a) In the presentation of the Annual Accounts, the applicable Accounting Standards except revised AS 15 applicable for Accounting Treatment for Gratuity, Leave Encashment and other Retirement Benefits have been followed and that no material departures except to the extent disclosed have been made from the same;

b) The Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

11. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

12. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) BSE Limited.

b) Bangalore Stock Exchange Limited.

The suspension of Trading in Equity Shares of the Company has been revoked by BSE Limited on July 18, 2013 as result the Equity Shares of the Company are listed on BSE Limited and the listing fees in respect thereof has already been paid.

13. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

14. FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

15. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

16. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

17. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company''s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Hubli Sd/- Sd/-

Mr. S.G.Bellad Mrs. Meena Umachagi

Date : 3 August, 2013 Director Director

---

Mar 31, 2012

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company for the year ended 31st March, 2012.

WORKING RESULTS

(Amount in lakhs)

Particulars 31-03-2012 31-03-2011

Total Income 20,51,790.00 19,66,736.00

Depreciation 47,013.00 50,825.17

Profit before tax 2,77,62.00 2,66,376.83

Provision for tax -F & T - -

Profit (Loss) after tax 2,77,620.00 2,66,376.83

Prior period adjustments - -

Balance forward brought forward (33,739,963.30) (34,006,340.13)

Balance carried to balance Sheet (33,462,343.30) (33,739,963.30)

1. FINANCIAL RESULTS & OPERATIONS:

Accounting year 2011-2012 is the 23rd year of operation. During the year under review, no manufacturing activities were carried out. However, a small amount of trading activities was carried out during the year. In view of this, the company has continued to incur losses. The management is putting every effort to come out of the red. The Company is in the process of restructuring the capital of the Company as well as the possibility of merging with some healthy and profitable units.

2. DIVIDEND:

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

3. FIXED DEPOSITS:

During the year under review, the Company has not invited or accepted any Fixed Deposits from the public.

4. DIRECTORS :

Mrs. Meena Umachagi Director of the Company who retires by rotation being eligible offers themselves for re-appointment as directors of the Company.

5. AUDITORS:

M/s. H N ADINAVAR, Chartered Accountants as the Statutory Auditors of the Company. The Board recommends the reappointment of M/s. H N Adinavar, Chartered Accountants, as the auditors of the Company for the financial year 2010-11, who have also confirmed that their appointment shall be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

6. AUDITOR'S REPORT:

There are no adverse observations made by the Auditors in their Report.

7. AUDIT COMMITTEE:

Audit Committee is consisting of Shri Vijay Hiremath- Chairman, Shri. S G Bellad and Mrs. Meena Umachagi as Members of the Audit Committee.

8. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Shri Shivaputra Guruputrappa Bellad - Chairman, Shri. Shri. V G Hiremath and Mrs. Meena Umachagi as Members of the Shareholders and Investors Grievance Committee.

9. COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from and is annexed hereto.

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Directors confirm that:

a) In the presentation of the Annual Accounts, the applicable Accounting Standards except revised AS 15 applicable for Accounting Treatment for Gratuity, Leave Encashment and other Retirement Benefits have been followed and that no material departures except to the extent disclosed have been made from the same;

b) The Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

11. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

12. STOCK EXCHANGES:

The Company's shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Bangalore Stock Exchange Limited.

The Trading in the shares of the Company are presently suspended from both the Stock Exchanges. However, the Company has paid the necessary listing fees to both the Stock Exchanges and has applied for the revocation of suspension of trading in equity shares of the Company.

13. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

14. FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

15. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

16. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

17. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company's Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Hubli Sd/- Sd/-

Date: 13th August 2012 Director Director

---

Mar 31, 2011

The Directors have Pleasure in Presenting the 22nd Annual Report together with audited statement of accounts for the year ended 31st March, 2011

WORKHNG RESULTS (Amount in Rs)

Particulars 31-3-2011 31-03-2010

Total Income 19,66,736.00 11,65,780.00

Depreciation 94,263.74 91,576.88

Profit before Tax (1,91,89,104.38) (1,92,27,748.60)

Provision for Tax-FBT - -

Profit (loss) after Tax (1,91,89,104.38) (1,92,27,748.60)

Prior Period Adjustments - -

Balance brought forward - -

Balance carried to Balance Sheet (1,91,89,104.38) (1,92,27,748.60)

OPERATIONS AND FUTURE PLANS :

The operations for the year under review show a loss (Before Tax) of Rs. 38,644.26 Previous upto date loss carried forward Rs.1,91,89,104.38.

The Company has not been active for the past seven years due to a severe financial crisis, for the past three years the Company was in the process of gradually liquidating all debts with various Banks and Financial institutions. Your Directors are glad to report that during the year under review the Company has closed all loans and is a debt free company from this year. The entire amounts required for closing the debts was bought in by the directors and is reflected as unsecured loans in the Balance Sheet. The Directors feel that having addressed the issue of clearing the debts, it is and appropriate time to start planning for the future. It is sincere intention of the Directors to bring value to the Shareholders. But the current economic environment being what it is we will have to choose our path with care and caution.

Your Directors are pleased to report that a study for the revival of the Company is already commissioned and is underway. The assignment has been entrusted to a reputed consultancy organization who will examine the feasibility including the strategy. It is expected that the launch could be sometime in 1* May 2011

Your Directors are also looking and examining other business options and other good vi- able opportunities, where some value and synergies can be perceived. It is our Objective that we commence activities in other products and consolidate--. We would like to see that Company is enroute to generating a healthy top line and bottom line from -1.4.2010 onwards.

DIVIDEND:

Since the Company could not generates any profits, management does not propose any dividend for the year 2010-2011

DIRECTORS :

Mr V G Hiremath retire at the ensuring Annual General Meeting, and being eligible offers themselves for reappointment, and hold office till the date of Annual General Meeting. Notices are received for their re-appointment at the Annual General Meeting. 30.09.2011

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors State:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that at 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 the loss of the Company for the period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe- guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the annual accounts on going concern basis.

FIXED DEPOSITS :

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE ABD COMPLIANCE CERTIFICATE :

Separate notes on Corporate Governance and Management Discussion and Analysis Re- port are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS :

The securities of your company are listed at Mumbai and Bangalore Stock Exchanges. Trading in company's securities remain suspended at Stock Exchanges for various reasons including non-submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the Exchange.

BUY-BACK OF SHARES:

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES :

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS:

Mr H N Adinavar, Hubli Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

--- NIL ---

ACKNOWLDGEMENTS:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

Place: HUBLI For Bell Agromachina Ltd

Date: 18.08.2011 Sd /-

Director

---

Mar 31, 2010

The Director have pleasure in presenting their 21th Annual General Report together with the Audited Statement of Accounts for the period ended 31st March 2010.

Financial Results:

2009-2010 2008-2009

Profit before Depreciation and taxes (In Lakhs) (In Lakhs)

Depreciation - -

Brought Forward (Profit+/Loss) - -

Profit before tax - -

Provision for tax Nil Nil

Profit carried to Balance Sheet - -

Dividend :

During the twelve months period under review, the company did not able to do any turnover. Your director regret that they are not in a position to recommend any dividend for the year under review as there is a huge loss.

The company did not make the profits because market for Agricultural Machinery is worst affected for high cost implements. The supply of spares of Rotary Harrows and diggi, which are not available to develop indegeneously, had some problems The business for the year was not encouraging and the Directors have got hope that the production will strat in the coming year. The total implements market it self in dolldrums becouse of contineause drought and roadside manufactures in the competetion.

Operation :

The company has become in active since one year and the company is not able to function properly as the market for the agricultural machinery is not encouraging even to revive the business. Efforts of the Directors over the years have not found any concrete improvement and the company changed its the objects clause of the Memorandum of Association to bring in Software business for which the company is slowly building the necessary infrastructure and the establishment of a software technology park in Hubli and the revival of the software markets should give a boost to this business.

Directors Responsibility Statement;

In terms of Section 217 (2AA) of the Companies Act, 1956 and for the financial year from 1-4-2009 to 31-3-2010, the Directors hereby state as follows :

1. In the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures-

2. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956.

4.. The Directors had prepared the annual accounts on going concern basis.

Fixed Deposits:

During the period the company has not received any fixed deposit as per companies Act 1956.

Conservation of Energy, Technology Absorption :

The prescribed information in respect of Foreign exchange earned and amount to go on conservation of energy and technology absorption as per Sec. 217 (1) (e) of the companies Act 1956, read with companies (disclosure of particulars in the Reports of Board of Directors) Rules, 1988 is as follows. The Company continous its efforts to improve methods of energy conservation and utilisation. As regards technology it presently manufactures with collaborators technical knowhow and continoues its development in the country.

Insurance:

The company has no properties and assets on this date

Directors :

Under Articles of the Article of Association of th company Mr. S. G. Bellad retire by rotation at the 21st Annual General Meeting and being eligible to offer themselves for re-appointment.

Buyback:

There are no buy back transactions and hence no defaults are committed by the company.

Auditors :

M/s. H. N. Adinavar & Co. Chartered Accountants, Hubli retires at the ensuring Annual General Meeting as per Companies Act 1956 and are eligible for re-appointment.

Particuiers of Employees :

Particulers of employees U/s. 217 (2A) read with the Companies (Particuiers of Employees) Rules 1975 are not given as there are no such employees.

Industrial Relations :

Relation between the Employees and the management continued to remain co- ordial during the year under review. The Directors hereby place on record their appreciation of the efficient and loyal services at all levels in developing companys growth. As there are no employees presently except one dark.

Acknowledgement:

The Directors wish to place on record their sincere thanks to the bankers, employees for the confidence imposed on the company for their full co-operation and support in development of the company. Company is not able to get company secretary and it is trying to fill up the vacancy.

Hubli For and on behalf of the Board Directors 18th Aug. 2010 Sd/- Sd/-

Meena Umachagi S.G.Bellad (Director) (Executive Director)