Bajaj Steel Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 63 Annual Report along with the Audited Financial Statements of

your Company for the financial year (“FY”) ended March 31, 2024 (“FY 2023-24/FY 2024”).

FINANCIAL HIGHLIGHTS

The Companys Financial Performance (Standalone & Consolidated) for the FY 2023-24 is summarized below;

Particulars	Standalone		Consolidated
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Net Revenue from Operation (Including Other Income)	50,837.28	50,384.15	56,660.56	56,354.84
Less: Expenditure	44,404.59	42.841.53	48,700.02	47,411.54
Operating Profit (PBIDT)	8,046.58	9,217.56	9,614.64	10,649.59
Less : Interest	464.57	721.82	464.57	721.82
Depreciation	1,149.33	953.12	1,189.53	984.47
Profit before Tax & Exceptional item	6,432.68	7,542.62	7,960.54	8,943.30
Add : Exceptional Item	-	456.35	-	456.35
Profit / Loss Before Tax	6,432.68	7,998.97	7,960.54	9,399.65
Provision for Taxation:
Current Year :	1,630.76	1,975.00	2,007.99	2,313.15
Deferred Tax :	51.44	336.29	51.04	336.00
Profit/Loss for the year	4,750.48	5,687.68	5,901.51	6,750.50
Other comprehensive income/ Loss for the year	13.53	(19.03)	13.53	(19.03)
Profit/Loss after other comprehensive income	4,764.01	5,668.65	5,915.04	6,731.47
Earnings Per Share Basic & Diluted	91.62	109.01	113.75	129.45

PERFORMANCE HIGHLIGHTS

The Performance Highlights on Standalone and Consolidated basis for the FY 2023-24 of the Company are as under:

STANDALONE BASIS

During the FY 2024, the gross turnover including other Income on standalone basis of the Company was Rs.50,837.28 lakhs. The Pro t before Interest, Depreciation and Tax (PBITDA) of the Company was Rs.8,046.58 in 2023-24. The Earnings Per share was Rs. 91.62 per share during the year under review. The Net worth of the Company for FY 2023-24 was Rs.29,266.57 lakhs.

CONSOLIDATED BASIS

The gross turnover including other Income on consolidated basis of the Company was Rs.56,660.56 lakhs. The Pro t before Interest, Depreciation and Tax (PBITDA) of the Company was Rs.9,614.64 lakhs in 2023-24 and the Earnings Per share was Rs. 113.75 per share during the year under review.

OPERATIONS

In the FY 2024, the Company has worked on the new Industrial Ideas and Product portfolios. The Company is aggressively expanding its capacity in terms of manpower, land parcel, machineries and product range. In the FY 2024, a new Product of Passenger Boarding Bridge has been introduced to cope with the passenger boarding requirement at Airports and Seaports.

The Company has started manufacturing and fabricating the components for the Torre-faction plants on the design provided by the customers that enhances the quality of biomass by converting it into a more energy-dense, storable, and transportable form.

This business vertical of Biomass, Biofuel and Pellets will open potential avenues for the Company to enter into the new business domain that will significantly elevate the Companys overall revenue over the coming period.

Apart from this, sincere effort s have been made by the Company to tie up with other Industrial magnets across various parts of the world.

DIVIDEND

Directors are pleased to recommend a Dividend @ 60 % i.e. 3/- per equity share having a Face Value of Rs.5/- each as nal dividend for the FY 2024. The Payment of Dividend is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company. The dividend, subject to its declaration, will be distributed to shareholders whose names appear on the Register of Members on Wednesday, August 28, 2024.

Based on the total number of Equity Shares of the Company, the dividend, if approved would result in a cash out flow of Rs.156 Lakhs. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders eective from April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961. The Register of Members and Share Transfer Books of the Company will remain closed from August 29, 2024 to September 04, 2024 (both days inclusive) for the purpose of payment of dividend and AGM of FY 2023-24.

TRANSFER OF RESERVES

Out of the amount available for appropriations for the FY 2023-24, the Company has transferred Rs.5,000.00 Lakhs to its General Reserves.

DEPOSITS

During the FY 2023-24, the Company did not invite or accept any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

SUBSIDIARIES OF THE COMPANY

The Board of Directors at its meeting held on May 29, 2024, approved the Audited Standalone and Consolidated Financial Statements for the FY 2023-24 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2023-24, have been prepared in compliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations). Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary Companies is attached to the Financial Statement in Form AOC-1 as Annexure-A. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.bajajngp.com. These documents will also be available for inspection during business hours at the registered oce of the Company.

The Company has the following two Wholly

Owned Foreign Subsidiaries:

1) Bajaj Coneagle LLC, Alabama, USA;

2) Bajaj Steel Industries (U) Ltd., Uganda thresholds laid down under the Listing

Regulations.

CREDIT RATING

During the year under review, the domestic rating agency “CRISIL” has reviewed and rated the Companys long term & short term ratings in the below manner:

MATERIAL SUBSIDIARY

The Company has no material subsidiary as per the

Total Bank Loan Facilities Rated	Rs.194 crore (Enhanced from Rs.158 Crore)
Long Term Rating	CRISIL A/Stable (Re-Affirmed)
Short Term Rating	CRISILAI (Re-Affirmed)

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

Between the date of Board report and the financial year end, the following nine (9) shareholders who were part of the Promoters group have been re-classi ed into Public category in compliance with Regulation 31A of the SEBI (LODR) Regulations, 2015 and pursuant to BSEs approval dated June 26, 2024 and accordingly they have been ceased to be part of the Promoters group of the Company:

Name of the Ex-Promoters	Shareholding (No. of Equity Shares)
1. Shri Vi nod Kumar Bajaj	NIL
2. M/s Vinod Kumar Bajaj HUF	NIL
3. Shri Ashish Bajaj	NIL
4. Smt. Kanika Bajaj	NIL
5. Smt. Sangeeta Goyal	NIL
6. Shri Sundeep Goyal	5300
7. Shri Akshat Ruia	200
8. Shri Pawan Ruia	NIL
9. Shri Sarvesh R. Mutha	1000

There are no other Material Changes or Commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial year ended 2024 relate and the date of the report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no such change in the nature of business

of the Company during the reporting period.

AUDITORS

STATUTORY AUDITORS

M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur, (FRN: 305123E), were appointed as Statutory Auditors of the Company at the 61 AGM to hold their office till the conclusion of 66 AGM of the Company and they have successfully conducted Statutory Audit of the Financial Statements of the Company for the FY ended 2023-24.

AUDITORS REPORT

The Auditors Report for the FY 2023-24 on the financial statements of the Company is attached to this Annual Report. The notes on Financial Statements referred in the Annual Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any quali cation, reservation or adverse remark.

COST AUDITOR

During the year under review, in accordance with Section 148(1) of the Companies Act, 2013, the Company has maintained the cost records, as specified by the Central Government. These cost records were audited by M/s Rakesh Misra & Co., (Firm Reg. No. 000249), Cost Accountants, Kanpur, for the FY 2023-24. The Cost Auditors Report of FY 2024 did not contain any quali cations, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.

Further, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Board of Directors, on the recommendation of the Audit Committee have re-appointed M/s Rakesh Misra &

Co., (Firm Reg. No. 000249), Cost Accountants, Kanpur, as the Cost Auditor of the Company for the Financial Year 2024-25. The remuneration payable to the Cost Auditor is subject to rati cation of Shareholders at the ensuing AGM of the Company.

INTERNAL AUDITOR

The Internal Audit of the Company for the FY 2023-24 was undertaken by the Internal Auditors M/s V.R. Inamdar & Associates, Chartered Accountants, Nagpur. Further, there were no adverse remarks or qualification received from the Internal Auditors. The Internal Auditors reports directly to the Audit Committee of the Company and the internal audit was completed as per the scope defined by the said Committee from time to time.

Further on the recommendation of the Audit Committee, M/s V.R. Inamdar & Associates, Chartered Accountants, Nagpur, were reappointed as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 to carry out the Internal Audit of the functions and activities of the Company for the FY 2024-25.

SECRETARIAL AUDITOR

The Company had appointed M/s Siddharth Sipani & Associates, Practicing Company Secretaries, Nagpur, to conduct the Secretarial Audit for the FY 2023-24, as prescribed under Section 204 of the Act and Rules made thereunder.

The Secretarial Audit Report in the prescribed Form MR-3 for FY 2023-24 as furnished by M/s Siddharth Sipani & Associates is annexed to this Report as Annexure-B.

Further, the Secretarial Auditors have made the following observation in their Report and the Boards explanation thereof is as under:

Observation:

Promoters Holding is not fully maintained in the dematerialized form as required under SEBI (LODR) Regulations, 2015 as on March 31, 2024.

Boards Explanation/Comments:

The Promoters whose shareholding were not in electronic form have now been re-classi ed into Public category shareholders during the FY 2024-25 in compliance with Regulation 31A of the SEBI (LODR) Regulations, 2015 and pursuant to BSEs approval dated June 26, 2024. Therefore, as on the date 100% shareholding of the Promoter and the Promoters group is being maintained in demat form.

FRAUDS REPORTED BY AUDITOR

During the year under review, there were no instances of frauds reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

INTERNAL FINANCIAL CONTROLS

The Companys internal control systems commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. These internal financial controls, are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

BUSINESS RISK MANAGEMENT

Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating controls and compliance with Corporate

Policies. The identified elements of Risk and Risk Mitigation measures are periodically reviewed / revised by the Board of Directors as and when the need arises.

SHARE CAPITAL

During the FY 2024, the paid-up Equity Share Capital was Rs.260 Lakhs. Further, during the year under review, the Company did not issue any shares and grant stock options or sweat equity shares to the employees.

PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS

The Company has disclosed the details relating to the Loans, Guarantees or Investments, as defined under Section 186 of the Companies Act, 2013, in the Notes to the Financial Statement which forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, the Company has formulated a Policy on the Materiality of Related Party Transaction (RPT) and dealing thereof which is also available on the Companys website at https://bajajngp.com/investor -relations/guidelines-code-policy/.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all the transactions between the Company and its Related Parties. All the RPTs are placed before the Audit Committee for its approval, review and rati cation. Prior omnibus approval is obtained for RPTs on a yearly basis for the transactions which are of repetitive nature and/or entered in the ordinary course of business at arms length.

All the RPTs entered during the year were in ordinary course of the business and at arms length basis. No Material RPTs, as per the materiality threshold adopted by the Board of Directors, were entered during the year by the Company. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

However, the particulars of all the RPTs in terms of IND AS 24 are forming part of the financial statements.

HUMAN RESOURCES AND INDUSTRIAL

RELATIONS

The Company understands that its ability to emerge as a customer-centric organization hinges completely on the dedication and commitment of its human resources to uphold the Companys values. Further, relationship with the employees were cordial throughout the year.

MANAGEMENT

DIRECTORS AND KEY MANEGERIAL PERSONNEL (KMP)

The composition of the Board of Directors of the Company is as below:

Sr. No.	Name of Director	DIN	Position
1.	Shri. Rohit Bajaj	00511745	Chairman & Managing Director
2.	Shri. Sunil Bajaj	00509786	Executive Director
3.	Dr. Mahendra Kumar Sharma	00519575	Whole Time Director & CEO
4.	Shri. Deepak Batra	02979363	Non-Executive Director
5.	Smt. Bhanupriya Thakur	08276607	Independent Director
6.	Dr. Raja Iyer	07602907	Independent Director
7.	Shri Pankaj K Agrawal	07658188	Independent Director
8.	Shri Rakesh Kumar Khator	00006593	Independent Director

Pursuant to Section 152(6)(d) of the Companies Act, 2013, Shri Deepak Batra, Non-Executive Director, is getting retired by rotation at the ensuing AGM, and he expressed his willingness for the re-appointment as Non-Executive Director of the Company.

DETAILS OF CHANGE IN DIRECTORS/KMP DURING THE FY 2024

Sr. No	Name of Director/ KMP	DIN	Designation	Nature of Change	Effective Date
1.	Shri Deepak Batra	02979363	Independent Director	Retirement	26/08/2023
			Addn Non-Ex Director	Appointment	10/10/2023
			Non-Executive Director	Change In Designation	30/11/2023
2.	Smt Bhanupriya Thakur	08276607	Non-Executive Director	Resignation	10/10/2023
			Addn Non-Ex Independent Director	Appointment	10/10/2023
			Independent Director	Change In Designation	30/11/2023
3.	Shri Pankaj K. Agrawal	07658188	Addn Non-Ex Independent Director	Appointment	07/02/2024
			Independent Director	Change In Designation	30/04/2024
4.	Shri Rakesh Kumar Khator	00006593	Addn Non-Ex Independent Director	Appointment	23/03/2024
			Independent Director	Change In Designation	30/04/2024
5.	Shri Rajiv Ranka	00392438	Independent Director	Retirement	31/03/2024
6.	Shri AlokGoenka	00789716	Independent Director	Retirement	31/03/2024
7.	Shri Mohan Agrawal	01028558	Independent Director	Retirement	31/03/2024

Shri Deepak Batra served as an Independent Director of the Company for the two (2) consecutive terms of ve (5) years each and pursuant to his terms of appointment and Section 149 of the Companies Act, 2013 read with relevant rules made thereunder and SEBI Listing Regulations, 2015, he got retired from his oce from the closing hours of August 26, 2023, on the completion of his 2 consecutive term.

Shri Deepak Batra is a Chartered Accountant and has decades of experience in the eld of nance, taxation and accounts. Therefore, looking at his valuable guidance and core skills & competencies over Financial Management, his fresh appointment as an Additional Non-Executive Director of the Company was recommended by the Nomination & Remuneration Committee subject to condition that he will no longer eligible to be appointed as an Independent Director of the Company for any future term. Accordingly, Shri Deepak Batra was appointed as an Additional Non-Executive Director by the Board of Directors of the Company through circular resolution passed on October 10, 2023 and the said appointment was subsequently regularized by the shareholders through Postal Ballot passed on November 30, 2023.

Further, Smt. Bhanupriya Thakur had served as Non-Executive Director of the Company. However, due to her personal concerns she wish to continue in the Company as Independent Director of the Company and as per the sections and provisions of the Companies Act, 2013, she complied with the said provisions to act as Independent Director and accordingly she had tendered the resignation from her oce which was given eect from October 10, 2023.

Further, after looking at her experience and previous contribution to the Board in terms of her skills and based on the recommendation of Nomination & Remuneration Committee, the Board of Directors had appointed her as an Additional Non-Executive Independent Director of the Company through circular resolution dated

October 10, 2023. Accordingly, the said appointment was subsequently approved by the shareholders of the Company through the Postal Ballot passed on November 30, 2023, regularizing her oce from October 10, 2023 to October 09, 2028 (both days inclusive), not liable to retire by rotation.

Further, to maintain the composition of the Board in terms of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations, 2015, the Board of Directors had appointed Shri Pankaj K. Agrawal and Shri Rakesh Kumar Khator as an Additional Non-Executive Independent Director(s) of the Company w.e.f. February 07, 2024 and March 23, 2024 respectively.

Accordingly, the shareholders regularized the appointment of Shri Pankaj K. Agrawal w.e.f. February 07, 2024 to February 06, 2029 (both days inclusive) and Shri Rakesh Kumar Khator w.e.f. March 23, 2024 to March 22, 2027 (both days inclusive) as Non-Executive Independent Director(s) of the Company, not liable to retire by rotation.

Further, pursuant to the terms of appointment and Section 149(6) of the Companies Act, 2013 read with relevant rules made thereunder (including any statutory modi cations or re- enactments thereof) and the SEBI Listing Regulations, 2015 and on the completion of second term of appointment, all three Directors i.e. Shri Rajiv Ranka, Shri Alok Goenka and Shri Mohan Agrawal, got retired from their office as Non-Executive Independent Director(s) of the Company w.e.f. the closing of business hours of March 31, 2024.

DECLARATION OF INDEPENDENCE BY

INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board indicating that they comply with all the requirements that are stipulated in Section 149(6) of the Companies Act,

2013 and Regulation 16(1)(b) of SEBI Listing Regulations, 2015 so as to qualify themselves to act as Independent Directors of the Company. Further, they have also declared that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external in uence.

The Independent Directors of the Company have complied with the requirements of the provisions in relation to the Independent Directors Databank as stated in the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time.

BOARD EVALUATION

During the year, annual performance evaluation of the Board and Committees of the Board, individual Directors including the Chairman of the Board, was carried out as per the criteria and process approved by Nomination & Remuneration Committee, which is in line with the SEBI Guidance Note on Board Evaluation.

The Board discussed upon the performance evaluation outcome and concluded that they were satisfied with the overall performance of the Board and Committees and Directors individually. The Board also assessed the ful lment of the independence criteria by the Independent Directors of the Company and their independence from the management as specified in the Listing Regulations.

The performance evaluation of the Non-Independent Directors and the performance of the Board as a whole was discussed at the separate meeting of the Independent Directors as well.

ANNUAL RETURN

The Annual Return for the Financial Year 2023-24 as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company and can be accessed on the Companys website at the link https://bajajngp.com/investor-relations/annual-report/.

CORPORATE GOVERNANCE REPORT

In accordance with Regulation 34 of the SEBI Listing Regulations, 2015, a Report on Corporate Governance along with the Auditors Certificate confirming compliance is attached and forms part of this Report.

A report of the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance as required by SEBI Listing Regulations, 2015 is also obtained by the Company and attached to this report.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR)

As required under section 135 of the Companies Act, 2013, the CSR Policy was formulated by the CSR Committee and thereafter approved by the Board. CSR Policy is available on the Companys website: https://bajajngp.com/investor-relations/guidelines-code-policy/. The annual report on CSR activities during the FY 2024 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are given in Annexure C-I and C-II forming part of this Report.

BOARD MEETINGS

The Board of Directors met 6 (Six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

BOARD COMMITTEES

The Board of Directors has following Committees:

1. Audit Committee	2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee	4. Corporate Social Responsibility Committee

A detailed disclosure on the Board, its committees, its composition, and brief terms of reference, number of board and committee meetings held, and attendance of the directors at each meeting is mentioned in the Report on Corporate Governance which forms part of this Annual Report.

VIGIL MECHANISM

The Company has established a vigil mechanism pursuant to the requirements of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. No personnel have been denied access to the chairman of the Audit Committee to report genuine concerns. Establishment of vigil mechanism is hosted on the website of the Company under the web link at h t t p s : / / b a j a j n g p.c o m / i nv e s t o r -relations/guidelines-code-policy/.

PREVENTION OF SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE

Your Company believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is an endeavor of the Management to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

The Company has also constituted Internal Complaints Committees to consider and resolve the complaints related to sexual harassment. Information regarding the same is also provided in the Corporate Governance Report forming part of

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report which includes the state of aairs of the Company and there has been no change in the nature of business of the Company during FY 2024.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure D to this Report. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, in terms of the first provision of Section 136(1) of the Act, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Oce of the Company, any shareholder interested in obtaining a copy of the same may write to the Company Secretary on email id : csfilegal@bajajngp.com and and the copy will be made available toany Memberonhi s/ her request

TRANSFER OF UNCLAIMED AMOUNTS / SHARES TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF. Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The Members who have a claim on above dividends and/or shares are requested to follow the below process:

1. Submit self-attested copies of documents provided in IEPF 5 helpkit, which is available on IEPF website (www.iepf.gov.in) to the Company/ Registrar and Transfer Agent (RTA).

2. After veri cation of the aforesaid documents submitted, Company/RTA will issue an entitlement letter.

3. File Form IEPF-5 on IEPF website and send self- attested copies of IEPF-5 form along with the acknowledgement (SRN), Indemnity bond and entitlement letter to Company/RTA.

4. On receipt of the physical documents mentioned above, Company will submit e- Veri cation report, for further processing by the IEPF Authority

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, information relating to the foregoing matters is as under:

CONSERVATION OF ENERGY AND GREEN

TECHNOLOGY/ INITIATIVES

The Company has always been conscious of the need to conserve energy in its manufacturing plants and to the protect environment. Energy conservation is achieved through optimized consumption of power and improvements in energy productivity.

1. Replacement of all halogen type lights by LED lamps across all the factory locations.

2. Variable Frequency Drive (VFD) installed in the maximum lathe and hoist system

3. Energy saving fans and oce bulbs installed across all the plants and oces to reduce the overall energy consumption.

The Company is aggressively undertaking plantation activity across all the manufacturing plants and o ces. Further, by adopting sustainable practices, we aim to minimize our environmental impact and contribute to a greener future.

RESEARCH AND DEVLOPMENT (R&D)

The R&D division of the Company has carried out the research & development during the FY 2024 and the details of the same are as under: a. Speci c areas in which R&D was carried out by the Company

1. Bajaj Cotton Seed Dryer:

Capacity: 150 TPD

Wood/Solid Fuel Hot Air Generator, Capacity: 10 Lakh Kcal

2. Gin Moisture Management System:

Real-time moisture measurement and control in cotton gin

Real-time raw cotton moisture sensor

Bale moisture scanner (contactless)

Moisture monitoring system

3. Bajaj Cotton Classi er/Testing Instrument (High Volume Instrument):

Mic and colour modules are under continuous testing

Length and strength measurement system is mechanically developed

4. Moisture GSM Data Logger:

Customers receive moisture information via SM b. Benefits derived as a result of the above R&D

1. Bajaj Cotton Seed Dryer:

Commercially valuable products supplied to customers

Improved cotton seed procuring capacities

Enhanced quality and quantity of output products such as oil and cake

Reduction in Free Fatty Acids (FFA) observed

2. Gin Moisture Management System:

Helps to maintain moisture throughout the gin process without human intervention, improving cotton ber quality and production capacities c. Future Plan of action

The R&D division is planning to undertake initiatives for the following New Product Development:

Air management system forgin

Air tool system and choke nder

Cotton classi er/Testing instrument -

length and strength measurement and complete integration of all HVI/CTI

modules

Standalone mic and colour instrument

Special type of burner development for humidi ers to capture the USA market

Development or collaboration for cotton ber contamination cleaning systems

Enhancement in solid fuel HAG for better fuel efficiency

TECHNOLOGY ABSORPTION

The Company manufactures the ginning machineries/equipment in-house via the technology acquired from Continental Eagle Corporation, USA. The Company has technical collaboration with Central Institute for Research on Cotton Technology (CIRCOT) and is currently developing new products such as Dryers and Humidi cation Systems.

Your Company is technological driven organization that continuously works on the technical front to make its products more competent in the market. Under the able leadership and guidance of Dr. M.K. Sharma, Whole Time Director & CEO of the Company, various R&D activities are being undertaken to develop the existing product line and to manufacture the new ones to expand the Companys product portfolio.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange earned and used during the

financial year 2023-24

(Rs. in lakhs]
Earnings in Foreign Exchange	29,541.06
Outgo in Foreign Exchange	5,273.07

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited. Further, the Companys equity shares have been voluntarily delisted from the trading platform of Calcutta Stock Exchange Limited (CSE) pursuant to regulation 5 & 6 of the SEBI (Delisting of Equity Shares) Regulations, 2021 and delisting order of CSE dated March 05, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED

BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals, Statutory and quasi-judicial bodies, impacting the going concern status and Companys operations in the future.

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

No application has been made under the Insolvency and Bankruptcy Code, 2016 and hence the disclosure is not applicable to the Company for the period under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such incident took place during the reporting

year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India (‘ICSI) to ensure compliance with all the applicable provisions read together with the relevant circulars issued by the Ministry of Corporate Aairs.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby con rms that:

1. In the preparation of Annual Accounts for the FY 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures and in compliance with the laws;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of aairs of the Company at the end of the financial year and of the profit of the Company for that year on that period;

3. The Directors have taken proper and sucient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Annual Accounts have been prepared on a going concern basis;

5. Internal financial controls were in place which were adequate and were operating eectively; and

6. Proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems are adequate and operating eectively.

CEO/CFO CERTIFICATION

The Chief Executive Ocer (CEO) and the Chief Financial Officer (CFO) have issued a certificate pursuant to the provisions of Regulation 17 (8) of the Listing Regulations certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Companys a airs, which has been reviewed by the Audit Committee and taken on record by the Board.

CAUTIONARY STATEMENT

It is to be noted that in accordance with relevant securities laws and regulations, certain comments in the Management Discussion and Analysis section may be regarded to be “forward-looking statements” with respect to Companys objectives, plans, estimates and expectations.

It is crucial to recognize that the actual results achieved may significantly deviate from the expressed or implied statements. Companys operations are subject to various in uential factors, including economic developments within the country, industry-specific demand and supply conditions, fluctuations in input prices, modi cations in government regulations and tax laws, as well as additional considerations such as litigation and industrial relations.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their con dence in its management.

Date : August 01, 2024	FOR AND ON BEHALF OF THE BOARD
Place : Nagpur	OF BAJAJ STEEL INDUSTRIES LIMITED
	Sd/-
	ROHIT BAJAJ
	CHAIRMAN & MANAGING DIRECTOR
	DIN: 00511745