Bajaj Steel Industries Ltd Directors Report

Directors Report

Dear Members,

Your Directors are pleased to present the 64^th Annual Report along with the Audited Financial Statements of your Company for the financial year ("FY") ended March 31, 2025 ("FY 2024-25/FY 2025").

FINANCIAL HIGHLIGHTS

The Companys Financial Performance (Standalone & Consolidated) for the FY 2024-25 is summarized below;

				(Rs. In Lakhs)
	Standalone		Consolidated
Particulars	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Net Revenue from Operation (Including Other Income)	54,501.33	50,837.28	59,720.70	56,660.56
Less: Expenditure	45,214.07	42,899.78	49,267.13	47,155.01
Operating Profit (PBIDT)	9,287.26	7,937.50	10,453.57	9,505.55
Less: Interest	418.81	355.48	418.81	355.48
Depreciation	1,443.30	1,149.33	1,493.67	1,189.53
Profit before Tax & Exceptional item	7,425.15	6,432.69	8,541.09	7,960.54
Add: Exceptional Item	2,652.33	-	2,652.33	-
Profit/Loss Before Tax	10,077.48	6,432.69	11,193.42	7,960.54
Provision for Taxation :
Current Year:	2,286.87	1,630.76	2,592.32	2,007.99
Deferred Tax:	175.80	51.44	167.68	51.04
Profit/Loss for the year	7,614.81	4,750.49	8,433.42	5,901.51
Other comprehensive income/ Loss for the year	(58.16)	13.53	(58.16)	13.53
Profit/Loss after other comprehensive income	7,556.65	4,764.02	8,375.26	5,915.04
EPS (Basic & Diluted)!*)	36.33	22.90	40.27	28.44

Notes:

1. EPS of current and previous financial years are restated to account for the 3:1 bonus issue during the year

2. The Company has received a sum of USD 31,83,528 (Equivalent to Rs.2652.33 Lakhs) in the form of dividend from one of its Wholly owned Subsidiary "Bajaj Coneagie LLC, Alabama, USA" during the quarter ended June 24. The same is shown as Exceptional Items in above consolidated results for the year ended March 31, 2025, so that the same are in consonance with the Standalone results.

PERFORMANCE HIGHLIGHTS

The Performance Highlights on a Standalone and Consolidated basis for the FY 2024-25 of the Company are as under:

STANDALONE BASIS

During the FY 2025, the gross turnover including other Income on standalone basis of the Company was Rs.54,501.33 lakhs. The Profit before Interest, Depreciation and Tax (PBITDA) of the Company was Rs.9,287.26 in 2024-25. The EPS was Rs.36.33 per share during the year under review, further, the figures of Earnings Per Share have been restated to give effect to the allotment of 15600000 new bonus shares of the Company.

The Net worth of the Company for FY 2024-25 was Rs.36,669.20 lakhs.

CONSOLIDATED BASIS

The gross turnover including other Income on consolidated basis of the Company was Rs.59,720.70 lakhs. The Profit before Interest, Depreciation and Tax (PBITDA) of the Company was Rs.10,453.57 lakhs in 2024-25 and the Earnings Per share was Rs.40.27 per share during the year under review. The figures of Earnings Per Share have been restated to give effect to the allotment of 15600000 new bonus shares of the Company.

The Company had delivered a stable performance in FY25, with steady growth in operations and financials.

OPERATIONS

The Company is aggressively expanding its capacity in terms of manpower, land parcel, machineries and product range. In the FY 2025, the Heavy Engineering Division of the Company has reached to the new heights and is continuously developing the customer base across the world. The other business verticals such as PEB and Electrical Panel are also exploring the International markets and have started receiving good order bookings from the clients of the different continents. Significant efforts are also being made in the Research & Development department of the Company with an intent to bring Product oriented results in terms of design, performance, quality etc., to have a cutting edge position over the competitors.

This year marked a key milestone as we expanded capacity in the Infrastructure Division, which is expected to triple revenue from this segment in next 2-3 years. We also incorporated two subsidiaries in Brazil, strengthening our presence in South America and paving the way for higher international revenues.

With over 60 years of engineering expertise and a strong team of 2000+ workforce, including 200+ in design and detailing, weve improved systems, increased efficiency, and built strong partnerships. Looking ahead, we plan to invest C 300-350 Cr over the next 3-4 years to scale up our Infrastructure, Heavy Engineering, and Electrical Panels divisions—supporting longterm growth and value creation.

DIVIDEND

Directors are pleased to recommend a Dividend @ 20 % i.e. 1/- per equity share having a Face Value of Rs.5/- each as final dividend for the FY 2025. 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 August 27, 2025. Based on the total number of Equity Shares of the Company, the dividend, if approved would result in a cash outflow of Rs.208 Lakhs.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective from April 01, 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 28, 2025 to September 03, 2025 (both days inclusive) for the purpose of payment of dividend and AGM of FY 2024-25.

TRANSFER OF RESERVES

Out of the amount available for appropriations for the FY 2024-25, the Company has transferred Rs.6,620.63 Lakhs to its General Reserves.

DEPOSITS

During the FY 2024-25, 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 28, 2025, approved the Audited Standalone & Consolidated Financial Statements for the FY 2024-25 which includes financial information of all its subsidiaries, and forms part of this report.

The Consolidated Financial Statements of your Company for the FY 2024-25, 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 office of the Company.

The Company has the following Wholly Owned Foreign Subsidiaries:

1) Bajaj Coneagle LLC, Alabama, USA;

2) Bajaj Steel Industries (U) Ltd., Uganda

3) Bajaj Continental LTDA, Brazil; and

4) Bajaj Services LTDA, Brazil

MATERIAL SUBSIDIARY

The Company has no material subsidiary as per the thresholds laid down under the Listing Regulations.

CREDIT RATING

During the year under review, the domestic rating agency "CRISIL" has reviewed and reinstated the rating of the Companys long term & short term facilities in the below manner:

Total Bank Loan Facilities Rated	Rs.194 crore
Long Term Rating	CRISIL A/Stable (Reaffirmed)
Short Term Rating	CRISIL A1 (Reaffirmed)

This reflects the Companys robust financial position and operational efficiency.

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

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 2025 relate and the date of the report except the Company has issued 1,56,00,000 bonus shares in the ratio of 3:1 having a face value of Rs.5/each in compliance with the provisions of Section 63 of the Companies Act, 2013, SEBI Listing Regulations, 2015 and SEBI ICDR Regulations 2018.

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^st AGM to hold their office till the conclusion of 66^th AGM of the Company and they have successfully conducted Statutory Audit of the Financial Statements of the Company for the FY ended 2024-25.

AUDITORS REPORT

The Auditors Report for the FY 2024-25 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 qualification, 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 2024-25. The Cost Auditors Report of FY 2025 did not contain any qualifications, 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 2025-26. The remuneration payable to the Cost Auditor is subject to ratification of Shareholders at the ensuing AGM of the Company.

INTERNAL AUDITOR

The Internal Audit of the Company for the FY 2024-25 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, have been re-appointed 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 2025-26.

SECRETARIAL AUDITOR

The Company had appointed M/s Siddharth Sipani & Associates, Practicing Company Secretaries, Nagpur, to conduct the Secretarial Audit for the FY 2024-25, as prescribed under Section 204 of the Act and Rules made thereunder. Further as per the latest amendment of Regulation 24A of SEBI Listing Regulations, 2015, the Company has secured the consent & eligibility of M/s Siddharth Sipani & Associates for their appointment as Secretarial Auditors of the Company for a term of 5 consecutive years w.e.f. FY 2025-26 to 2029-30, subject to the approval of shareholders at the ensuing AGM of the Company.

The Secretarial Audit Report in the prescribed Form MR-3 for FY 2024-25 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:

No observation made.

Boards Explanation/Comments:

Not Applicable.

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 2025, the paid-up Equity Share Capital was Rs.1,040.00 Lakhs. During the year under review, the Company has issued 1,56,00,000 bonus shares in the ratio of 3:1 having a face value of Rs.5/each in compliance with the provisions of Section 63 of the Companies Act, 2013, SEBI Listing Regulations, 2015 and SEBI ICDR Regulations 2018, by capitalizing Companys securities premium account to be utilized for the purpose, as per the audited accounts of the Company for the financial year ended March 31, 2024.

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 ratification. 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 Kuma Sharma	00519575	Whole Time Director & CEO
4. Shri Lav Bajaj	00490810	Director
5. Shri Deepak Batra	02979363	Non-Executive Director
6. Smt. Bhanupriya Thakur	08276607	Independent Director
7. Dr. Raja Iyer	07602907	Independent Director
8. Shri Pankaj K Agrawal	07658188	Independent Director
9. Shri Rakesh Kumar Khator	00006593	Independent Director
10. Shri Gaurav Sarda	00665480	Independent Director
11. Shri Mayank Bhandari	01176865	Independent Director

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

DETAILS OF CHANGE IN DIRECTORS/KMP DURING THE FY 2025

No	Name of Director/ KMP	DIN	Designation	Nature of Change	Effective Date
1.	Shri Rohit Bajaj	00511745	Chairman & Managing Director	Re-appointment	01.07.2024
2.	Shri Sunil Bajaj	00509786	Executive Director	Re-appointment	01/07/2024
3.	Dr. Mahendra Kumar Sharma	00519575	Whole Time Director & CEO	Re-appointment	12/11/2024
4.	Shri Lav Bajaj	00490810	Additional Director	Appointment	03/10/2024
			Director	Change In Designation	28/10/2024
5.	Shri Gaurav Sarda	00665480	Additional Non-Ex Independent Director	Appointment	03/10/2024
			Independent Director	Change In Designation	28/10/2024

DETAILS OF CHANGE IN DIRECTORS/KMP AFTER THE END OF FY 2025 BUT UPTO THE DATE OF REPORT

Sr. No	Name of Director/ KMP	DIN	Designation	Nature of Change	Effective Date
1.	Shri Mayank Bhandari	01176865	Additional Non Executive Independent Director	Appointment	23/07/2025

The previous terms of Shri Rohit Bajaj and Shri Sunil Bajaj got expired on June 30, 2024, therefore considering their skills and overall contribution in the Companys success and on the recommendation of Nomination & Remuneration Committee, the Board has re-appointed them as a Chairman & Managing Director and Executive Director respectively for a period of 5 years w.e.f. July 01, 2024 to June 30, 2029 at the Board meeting held on May 29, 2024, subject to further approval of shareholders which was secured at the 63^rd Annual General Meeting held on September 04, 2024.

Further, the appointment of Dr. Mahendra Kumar Sharma as Whole Time Director & CEO of the Company has also expired on November 11, 2024, therefore looking at his skills, experience and overall contribution in the Companys success, the Company has reappointed him for a further period of 5 years w.e.f. November 12, 2024 to November 11, 2029 by obtaining the shareholders consent which was secured at the Extra Ordinary General Meeting of the Company held on October 28, 2024.

Further to get the benefits of the passion, enthusiasm and commitment from the new age directors to the Companys board, the Board has appointed Shri Lav Bajaj and Shri Gaurav Sarda as an Additional Director and Additional Non-Executive Independent Director respectively at the Board Meeting held on October 03, 2024 subject to further approval of shareholders which was secured at the Extra Ordinary General Meeting dated October 28, 2024 and their appointments were regularized by the shareholders in the below manner:

• Shri Lav Bajaj - Director for 5 consecutive years w.e.f. October 03, 2024 to October 02, 2029, liable to retire by rotation; and

• Shri Gaurav Sarda - Independent Director for 2 consecutive years w.e.f. October 03, 2024 to October 02, 2026, not liable to retire by rotation.

• Shri Mayank Bhandari - Independent Director for 2 consecutive years w.e.f July 23, 2025 to July 22, 2027, not liable to retire by rotation.

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 influence.

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 fulfilment 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 2024-25 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 2025 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 five (5) 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 https://bajajngp.com/investor-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 Directors Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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 affairs of the Company and there has been no change in the nature of business of the Company during FY 2025.

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 Office of the Company, any shareholder interested in obtaining a copy of the same may write to the Company Secretary on email id : cs_legal@bajajngp.com and will be made available to any Member on his/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 verification 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-Verification 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 office bulbs installed across all the plants and offices to reduce the overall energy consumption.

The Company has also adopted nature friendly activities across all the manufacturing plants and offices. Further, by adopting sustainable practices, we aim to minimize our environmental impact and contribute to a greener future.

RESEARCH AND DEVELOPMENT (R&D)

The R&D division of the Company has carried out the research & development during the FY 2025 and the details of the same are as under:

a. Specific areas in which R&D was carried out by the Company

Solid Fuel/Wood-Fired Hot Air Generator-

Developed a Wood-Fired Hot Air Generator for drying cotton seed. Incorporated finned tubes to improve heat transfer efficiency and reduce fuel consumption.

Seed Cotton Compacting Machine:-

Designed and developed a Seed Cotton Compacting Machine to form raw cotton modules, especially for farmers. This helps in preventing moisture and trash contamination and enables easier handling and storage.

Bale Moisture Sensor-

Developed a Bale moisture scanner to measure bale moisture using microwave technology which includes transmitter and receiver. Bale moisture data can be simply displayed on local HMI screen and moisture monitoring system and can be recorded on hard drives or online database.

Data Communicator-

Designed Data Communicator to accept inputs via RS232 and RS485 Modbus, enabling it to interface with a wide range of legacy and modern equipment. The Data Communicator then translates these inputs into outputs over RS485 Modbus and WiFi, offering dual connectivity options that enhance integration capabilities within complex systems.

Cotton Testing Instrument-

Conducted research on issues encountered during trials and redesigned the complete L&S Table Modules to address all the problems. Further, manufactured the required parts and completed full mechanical assembly. Successfully conducted trials of pneumatics and motors using the step kit.

b. Benefits derived as a result of the above R&D

• Provided farmers with a practical and affordable solution for raw cotton handling, reducing contamination and logistical challenges.

• Enabled accurate moisture and weight measurement of cotton bales, improving quality control and traceability.

• For industrial automation, and remote monitoring, this device ensures secure and efficient data transmission across different platforms, making it an essential tool for modernizing communication infrastructures. With the Data Communicator, you can effortlessly connect and manage your devices, whether they are part of a local network or require remote access via WiFi.

c. Future Plan of action

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

• Development of a Solid Fuel/Wood-Fired Humidification System.

• Research and development of a Multi-Grain Dryer suitable for drying various types of grains with optimal energy use and preservation of quality.

• Development of Cotton Testing Instrument - Length & Strength Module and Comb Integration

• Research and development of the Intelligent System—an advanced, cloud-based platform designed to modernize the collection, monitoring, and analysis of operational data in cotton ginning operations.

• Design and Development of a Steam Tube Heat Exchanger Type Dryer

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 Humidification Systems.

The 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 2024-25

	(Rs. In Lakhs)
Earnings in Foreign Exchange	30,607.74
Outgo in Foreign Exchange	3,987.90

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited.

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 Affairs.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of Annual Accounts for the FY 2025, 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 affairs 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 sufficient 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 effectively; and

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

CEO/CFO CERTIFICATION

The Chief Executive Officer (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 affairs, 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 influential factors, including economic developments within the country, industry-specific demand and supply conditions, fluctuations in input prices, modifications 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 of 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 confidence in its management.

Date: July 23, 2025	FOR AND ON BEHALF OF THE BOARD OF BAJAJ STEEL INDUSTRIES LIMITED
Place: Nagpur
	ROHIT BAJAJ
	CHAIRMAN & MANAGING DIRECTOR
	DIN: 00511745