Bazel International Ltd Directors Report

TO,

THE SHAREHOLDERS,

BAZEL INTERNATIONAL LIMITED

Your directors have pleasure in presenting the 44 th Annual Report of Bazel International Limited. (the Company) on the business and operations of the Company together with the Audited Financial Statements and Accounts for the Financial Year ended 31 st March, 2026.

1. BACKGROUND

The Company is engaged as a (Non-Deposit Accepting), Non-Banking Finance Company (NBFC), Holding

Certificate of Registration (COR No. B-14.03332), issued by the Reserve Bank of India (RBI) dated 23 rd March, 2016.

KEY BUSINESS, FINANCIAL AND OPERATIONAL HIGHLIGHTS

2. STATE OF COMPANYS AFFAIR

The company has sustained its commitment to the highest level of quality, best in class service management, security practices and mature business continuity processes that have collectively helped achieve significant milestones during the year. With the expected positive momentum in the Indian economy, the Company is focused on growth and achieving profitability along with a renewed commitment to enhance quality and customer service and to reduce costs. Innovations, investment and positive modifications are expected in the near future, boosting the Companys revenues. Together with forward looking strategy, the Company is also focusing extensively on expanding the business and operational improvements through various strategic projects for operational excellence and cost cutting initiatives.

3. FINANCIAL SUMMARY

The Audited Financial Statements for the Financial Year ended March 31, 2026, forming part of this Annual Report, have been prepared in accordance with the applicable Indian Accounting Standard (hereinafter referred to as Ind AS) prescribed under Section 133 of the Companies Act, 2013 (the Act) and other recognized accounting practices and policies to the extent applicable. The Companys performance during the financial year under review as compared to the previous financial year is summarized below:

(Rs in hundred)

PARTICULARS	Standalone		Consolidated
	31 st March, 2026	31 st March, 2025	31 st March, 2026	31 st March, 2025
Total Income	4,82,614.94	4,07,245.02	4,92,575.25	4,08,085.65
Less: Total	3,00,178.68	2,30,957.21	3,68,971.82	3,18,422.32
Expenditure
Profit Before	1,82,436.26	1,76,287.81	1,23,603.42	89,663.33
Exceptional, Tax & Extraordinary Item
Less: Extraordinary & Prior period items	-	-	-	-
Profit before tax	1,82,436.26	1,76,287.81	1,23,603.42	89,663.33
Tax Expenses:
Current Tax:	81,540.0	29,977.00	81,540.00	28,977.00
Earlier Year Tax	0.00	2,493.91	0.00	2503.91
Deferred Tax(Current):	(360.03)	271.03	(360.03)	271.03
Profit/(Loss) from the period from continuing operations	1,01,256.29	1,44,545.87	71,787,.04	1,01,142.00
Other Comprehensive Income	37878.96	9,047.01	37878.96	348672.37
Total comprehensive income	1,39,135.25	1,53,592.88	1,09,660	4,48,814.36
Earnings Per Share	2.85	7.02	2.02	7.59

The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with Indian Accounting Standards (IND AS) as notified under Sections 129 and 133 of the Companies Act, 2013

(the Act) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations)

4. OPERATIONAL PERFORMANCE Standalone Performance

As at the end of the reporting period, Reserve and Surplus the Company was of Rs. 4,06,469,740/-, Other Comprehensive Income is Rs. 37,87,896/- and Statutory Reserves is of Rs. 95,79,914/-.

The Company has earned profit during the year (i.e. 2025-2026) of Rs. 1,01,25,629/- as on 31st March 2026 as compared to the profit earned during previous year (i.e. 2024-2025) of Rs. 1,44,54,587/- as on 31st March 2025

Consolidated Performance

As at the end of the reporting period, Reserve and Surplus the Company was of Rs. (54005.01/-), Other Comprehensive Income is Rs. 6,55,50,16/- and Statutory Reserves is of Rs. 95,79,914/-.

Company has earned profit during the year (i.e. 2025-2026) of Rs. 71,78,104/-as on 31st March 2026.

Detailed information on the operations of the Company and details on the state of affairs of the Company is covered in Management Discussion and Analysis Report.

5. RESERVES AND PROVISIONS

Under section 45-IC of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of Rs. 20,25,200/- to its reserve fund during the year.

6. SHARE CAPITAL

During the year 2025-2026, the Company has its authorized and paid-up capital of the Company.

The Authorized Share Capital of the Company is Rs. 18,25,00,000 (Eighteen Crore Twenty-five Lakhs Only)

(i) Rs. 8,00,00,000/- (Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakhs) Preference Shares of Rs. 10/- each and,

(ii) Rs. 10,25,00,000/- (Rupees Ten Crores Twenty-Five Lakhs Only) divided into 1,02,50,000 (One Crores Two Lakhs Fifty thousand) Equity Shares of Rs. 10/- each.

The Paid-up Capital of the Company is Rs. 16,92,27,490 (Sixteen Crores Ninety-Two Lakhs Twenty-Seven Thousand and Four Hundred Ninety only):

(i) Rs. 7,10,75,030/- (Rupees Seven Crores Ten Lakhs Seventy-Five Thousand Thirty only) divided into 71,07,503 (Seventy-One Lakhs Seven Thousand Five Hundred Three) Preference shares of Rs. 10/- each and (ii) Rs. 9,81,52,460/- (Rupees Nine Crores Eighty-one Lakhs Fifty-two Thousand Four Hundred and Sixty Only) divided into 98,15,246 (Ninety-Eight Lakhs Fifteen Thousand and Two-Hundred Forty-Six) Equity Shares of Rs.10/- each.

During the year under review, the Company had made the following allotments:

(i) Issuance and allotment of 10,68,189 Equity Shares at Rs.10 each at a price not less than Rs.66.95/- to non-promoters against conversion of Loan to Equity Shares on preferential basis. (ii) Issuance and allotment of 38,55,222 equity shares of Rs. 10/- each by way of bonus shares to eligible shareholders. (iii) Issuance and Allotment 21,04,802 (Twenty-One Lakhs Four Thousand Eight Hundred and Two) equity shares issued at a price of Rs. 42.12 (including premium of Rs. 32.12/- issued to non-promoters on preferential basis pursuant to conversion of warrants.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise, nor have any sweat equity shares been issued during the year under review.

7. DIVIDEND

The company is planning to expand and thereby would need funds to invest in future projects. With respect to the expansion of business the Company do not recommend any dividends for the current financial year but the Directors are hopeful for better results in enduing future.

8. LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Ltd. The Annual listing fees for the year 2025-26 have been duly paid to the Stock Exchange.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

10. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Following are the subsidiaries/associates of the Company:

S No. Name of the company	% shareholding of BIL and its subsidiaries	Relationship
1. Arur Footwear Limited (Formerly known as S R Industries Limited)	50.10%	Subsidiary

M/s Arur Footwear Limited (formerly S R Industries Limited) (Arur) was incorporated on July 19, 1989, under the provisions of the Companies Act, 1956. Pursuant to an order passed by the Honble National Company Law Tribunal (NCLT), Chandigarh Bench, Arur was admitted into the Corporate Insolvency Resolution Process (CIRP) on December 21, 2021.

Thereafter, M/s Bazel International Limited (Company), acting as the Successful Resolution Applicant alongside its associate promoters, acquired majority shareholding and management control of Arur following the approval of the Resolution Plan by the Honble NCLT vide its order dated July 1, 2024.

Key post-implementation highlights include:

Transfer of Management & Control: Effective November 2024, following the successful completion of the CIRP, a new Board of Directors was constituted to oversee Arur operations, governance, financial health, and strategic direction.

Holding-Subsidiary Relationship: In accordance with the approved Resolution Plan, Arur allotted 98,56,424 equity shares representing 50.10% of its total paid-up equity share capital to Bazel International Limited. Consequently, Bazel International Limited holds majority control and is recognized as the holding company of Arur.

Listing Status: Arur has submitted an application to BSE Limited for the listing of its equity shares post-restructuring, which is currently under consideration and awaiting approval.

A separate statement containing the salient features of the subsidiaries in the prescribed form AOC-1 is attached to this board report as Annexure-I .

11. BRANCHES OF THE COMPANY

During the period under review, the company doesnt have any branch office.

12. PUBLIC DEPOSIT

As the Company is a Non-Banking Financial Company (Non-Deposit Taking-Non-Systematically Important), the provisions of Chapter V of the Companies Act, 2013 are not applicable on the Company.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

The particulars of every contract or arrangements entered into by the Company, with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form AOC-2 as Annexure II .

14. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH

REFERENCE TO THE FINANCIAL STATEMENTS

Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and ICAI guidance note on adequacy on internal financial controls with reference to financial statements, it is stated that there is adequate internal control system in the Company.

15. CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business during the financial year under review.

16. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

17. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from banks and Financial Institutions.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR

During the year under review the Board of Directors of the Company was duly constituted. None of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013.

During the financial year under review, the composition of the Board of Directors underwent the following changes:

Ms. Pooja Bhardwaj: Resigned from the position of Independent Director of the Company with effect from August 26, 2025. The Board places on record its sincere appreciation for her valuable contributions during her tenure.

Mr. Chetan Kumar Joshi: Appointed as an Additional (Non-Executive, Non-Independent) Director of the Company with effect from September 03 rd , 2025. Subsequently, his appointment was regularized as a Non-Executive, Non-Independent Director by the shareholders at the 43rd Annual General Meeting (AGM).

Mr. Mayank Ahuja: Appointed as an Additional (Non-Executive) Director of the Company with effect from March 30, 2026.

19. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Your Company does not have material exposure of any commodity or foreign exchange and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141 dated 15th November, 2018

20. CONSTITUTION OF BOARD AND KEY MANAGERIAL PERSONNEL AS ON 31 st MARCH, 2026

Sr. No. Name	Designation	DIN/PAN	Original Date of Appointment
1. Pankaj Dawar	Managing Director	06479649	19/02/2015
2. Sriparna Upadhyay	Non-Executive Director	10602638	09/04/2024
3. Chetan Kumar Joshi	Independent Director	10737706	03/09/2025
4. Prithvi Raj Bhatt	Independent Director	08192235	07/07/2020
5. Mayank Ahuja	Additional Director	10388943	30/03/2026
6. Himanshi	Company Secretary and Compliance Officer	BGAPH5408D	09/12/2025
7. Manish Kumar Gupta	Chief Financial Officer	ATPPG5276J	16/07/2015

Pursuant to the provisions of the Companies Act, 2013 and the Companys Articles of Association, Ms. Sriparna

Upadhyay, Director, who retires by rotation and, being eligible, offers himself for re-appointment.

21. MEETINGS DURING THE FINANCIAL YEAR 2025-26

During the financial year, the Board of Directors and its various committees met regularly to discharge their governance responsibilities effectively. The table below outlines the frequency of meetings held by each committee:

Particulars	Number of Meetings Held
Board of Directors	12
Audit Committee	7
Nomination and Remuneration Committee	3
Risk Management Committee	2
Independent Directors Committee	1
Stakeholders Relationship Committee	1
Internal Complaints Committee	1

The maximum interval between any two consecutive Board Meetings did not exceed 120 days, adhering strictly to the time limit prescribed under Section 173 of the Companies Act, 2013. All meetings were duly convened and conducted in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Secretarial Standard on Meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India (ICSI).

Details of Board Meetings held during the year 2025-26

Date of the Board Meeting	Board Strength at the date of the meeting	No. of directors who attended the meeting	Name of the Directors present
17/04/2025	4	4	Mr. Pankaj Dawar
			Ms. Pooja Bhardwaj
			Mr. Prithvi Raj Bhatt
			Ms. Sriparna Upadhyay
28/05/2025	4	4	Mr. Pankaj Dawar
			Ms. Pooja Bhardwaj
			Mr. Prithvi Raj Bhatt
			Ms. Sriparna Upadhyay
21/06/2025	4	4	Mr. Pankaj Dawar
			Ms. Pooja Bhardwaj
			Mr. Prithvi Raj Bhatt
			Ms. Sriparna Upadhyay
14/08/2025	4	4	Mr. Pankaj Dawar
			Ms. Pooja Bhardwaj
			Mr. Prithvi Raj Bhatt
			Ms. Sriparna Upadhyay
03/09/2025	3	3	Mr. Pankaj Dawar
			Mr. Prithvi Raj Bhatt
			Ms. Sriparna Upadhyay
14/11/2025	4	4	Mr. Pankaj Dawar
			Mr. Chetan Kumar Joshi
			Mr. Prithvi Raj Bhatt
			Ms. Sriparna Upadhyay
09/12/2025	4	4	Mr. Pankaj Dawar
			Mr. Chetan Kumar Joshi
			Mr. Prithvi Raj Bhatt
			Ms. Sriparna Upadhyay
23/12/2025	4	4	Mr. Pankaj Dawar
			Mr. Chetan Kumar Joshi
			Mr. Prithvi Raj Bhatt
			Ms. Sriparna Upadhyay
26/12/2026	4	4	Mr. Pankaj Dawar
			Mr. Chetan Kumar Joshi
			Mr. Prithvi Raj Bhatt
			Ms. Sriparna Upadhyay
13/02/2026	4	3	Mr. Pankaj Dawar
			Mr. Prithvi Raj Bhatt
			Ms. Sriparna Upadhyay
20/02/2026	4	4	Mr. Pankaj Dawar
			Mr. Chetan Kumar Joshi
			Mr. Prithvi Raj Bhatt
			Ms. Sriparna Upadhyay
30/03/2026	4	4	Mr. Pankaj Dawar
			Mr. Chetan Kumar Joshi
			Mr. Prithvi Raj Bhatt
			Ms. Sriparna Upadhyay

22. DETAILS OF COMPOSITION & MEETINGS OF COMMITTEES OF THE BOARD

(a) Audit Committee

In compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the primary objective of the Audit Committee is to assist the Board in monitoring and supervising the financial reporting process. It ensures accurate, timely, and transparent disclosures while maintaining the highest standards of financial integrity and reporting quality.

The composition of the Audit Committee exceeds the statutory minimum requirements prescribed under the Companies Act, 2013, SEBI Listing Regulations, and RBI guidelines. Independent Directors constitute a two-thirds majority of the Committee, including the Chairman. All members of the Committee are financially literate and possess deep expertise in accounting and financial management.

The constitution of the Audit Committee is as follows:

Mr. Chetan Kumar Joshi (Chairman) Mr. Prithvi Raj Bhatt (Member) Ms. Sriparna Upadhyay (Member)

No. of Meetings held: During the year, 7 (Seven) Audit Committee Meetings were held, the details of which are as follows: -

Name of the Director	Category	No. of Meetings held	No. of Meetings Attended
Ms. Pooja Bhardwaj(Resigned w.e.f. 26 th August, 2025)	Non-Executive Independent Director	4	4
Mr. Prithvi Raj Bhatt	Non-Executive Independent Director	7	7
Ms. Sriparna Upadhyay	Non-Executive Director	7	7
Mr. Chetan Kumar Joshi	Non-Executive Independent Director	3	3

The Board has accepted all the recommendations proposed by the Audit Committee during the Financial Year.

(b) Nomination and Remuneration Committee

In compliance with provisions of 178(1) of the Companies Act, 2013, the purpose of the Committee is to screen and review individuals qualified to serve as executive directors, non-executive directors and independent directors and to review their remuneration, consistent with criteria approved by the Board, and to recommend, for approval by the Board. The composition of Nomination and Remuneration Committee of the Company is as follows:

Mr. Prithvi Raj Bhatt (Chairman) Mr. Chetan Kumar Joshi (Member) Ms. Sriparna Upadhyay (Member)

No. of Nomination and Remuneration Committee Meetings held: During the year 3 (Three) Nomination and Remuneration Committee Meeting was held, the details of which are as follows: -

Name of the Directors	Category	No. of Meeting held	No. of Meetings Attended
Mr. Prithvi Raj Bhatt	Non-Executive Independent Director	3	3
Ms. Pooja Bhardwaj (Resigned w.e.f. 26 th August,2025)	Non-Executive Independent Director	0	0
Mr. Chetan Kumar Joshi	Non-Executive Independent Director	3	3
Ms. Sriparna Upadhyay	Non-Executive Director	3	3

(c) Stakeholders Relationship Committee

In compliance with section 178 of the Companies Act, 2013, the Company has Stakeholders Relationship Committee to consider and resolve the grievances of security holders of the Company.

The Stakeholders Relationship committee comprises of the following Members:

Mr. Chetan Kumar Joshi(Chairman) Mr. Pankaj Dawar (Member) Ms. Sriparna Upadhyay (Member)

Only 1(One) Meeting of Stakeholders Relationship Committee was held during the year and all the members of the committee have attended the same.

Name of the Director	Category	No. of Meeting held	No. of Meetings attended
Mr. Pankaj Dawar	Managing Director	1	1
Ms. Sriparna Upadhyay	Non-Executive Director	1	1
Mr. Chetan Kumar Joshi	Non-Executive Independent Director	1	1

(d) Risk Management Committee

The Board of Directors has framed a Risk Management Committee to frame, implement and monitor the risk management of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The risk management committee has additional over sight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

The Risk Management Committee comprises of the following Members:

Mr. Pankaj Dawar (Chairman) Mr. Chetan Kumar Joshi (Member) Ms. Sriparna Upadhyay (Member)

Only 2 (two) meeting of Risk Management Committee was held during the year and all the members of the committee have attended the same.

Name of the Director	Category	No. of Meeting held	No. of Meetings Attended
Mr. Pankaj Dawar	Non-Executive Director	2	2
Ms. Sriparna Upadhyay	Non-Executive Director	2	2
Ms. Pooja Bhardwaj (Resigned w.e.f. 26 th August,2025)	Non-Executive Independent Director	1	1
Mr. Chetan Kumar Joshi	Non-Executive Independent Director	1	1

23. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations of independence, as required pursuant to provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in sub section (6) and Regulation 25 of Listing Regulations.

24. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. Presentations are regularly made at the meetings of the Board and its various Committees on the relevant subjects. The details of programs for familiarization of Independent Directors can be accessed on the Company website.

25. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Companys Independent Directors met on 30th March, 2026, without the attendance of Non-Independent Directors and shareholders of the management. All Independent Directors were present at the meeting. At the meeting, they: -

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

iii. Assessed the quality and timeliness of flow of information between the Company management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

26. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(a) That in the preparation of the annual financial statements for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) That accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for the year ended on that date;

(c) That the directors had 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 and loss of the Company for that period

(d) That proper and sufficient care has been taken 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;

(e) That the Annual Financial Statements have been prepared on a going concern basis;

(f) That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(g) That directors had devised proper system to ensure compliance with the provisions of all applicable laws is in place and was adequate and operating effectively.

27. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 20, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V is mandatory, for the time being, in respect of the following class of companies:

(i) The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year; (ii) The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Companys paid-up share capital and net-worth exceeded the prescribed threshold limits therefore, Regulations 17, 17A, 18, 20, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para-C, D and E of Schedule V are applicable on the Company.

The Corporate Governance Report of the company has been annexed as Annexure-III .

28. PERFORMANCE EVALUATION OF THE BOARD

SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 mandates that the Board shall monitor and review the evaluation framework. The framework includes the evaluation of Director on various parameters such as:

? Board dynamics and relationship ? Information flows ? Decision-making ? Relationship with Stakeholders ? Company performance and strategy

? Tracking Board and Committees effectiveness

? Peer evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Share Transfer Committee and Finance and Investment Committee.

In respect of the above-mentioned Evaluation framework, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its Committees, execution and performance of specific roles, duties, obligations and governance.

The performance evaluation of Committees, Executive Directors, Non-Executive Directors and Independent Directors was completed.

The Performance evaluation of the Chairman, Non-Executive Directors & Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process carried out their own performance evaluation too known as Self-Assessment.

Further as per Schedule IV of the Act and provisions of SEBI Listing Regulations, the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated, on the basis of performance and fulfilment of criteria of independence and their independence from management. On the basis of the report of the performance evaluation, it shall be determined whether to extend or continue the term of appointment of Independent Director.

29. REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed a Remuneration Policy. The policy, inter-alia, provides:

a) the criteria for determining qualifications, positive attributes and independence of directors; and b) a policy on remuneration of directors, key managerial personnel and other employees.

The remuneration policy is placed on the Companys website and can be accessed at https://www.bazelinternationalltd.com/policies

The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

30. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars.

31. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies

(Management and Administration) Rules, 2014, a copy of the annual return as required under section 92(3) of the Act in the prescribed form is hosted on the Companys website and can be accessed at i.e.- https://www.bazelinternationalltd.com/annual-returns .

32. INTERNAL AUDITORS

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed an Internal Auditor of the Company to conduct the internal Audit of the Company for the financial year 2025-26. The Company is also having an Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest improvement in the systems.

33. REPORTING OF FRAUD BY AUDITOR

In terms of sub-clause 3(ca) of Section 134 and under sub-section 12 of Section 143 of Companies Act, 2013, there have been no frauds reported by the Auditors under sub section (12) of section 143 other than which are reportable to Central Government.

34. CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

DURING THE YEAR

There have been no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this annual report.

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

The Company, being an NBFC registered with the RBI and engaged in the business of investments as its ordinary course of business, is exempt from complying with the provisions of section 186 of the Act with respect to investments. Accordingly, the disclosures of the investments as required under the aforesaid section have not been made in this Report. During the year under review, the Company did not give loans or guarantee to any person including its Directors.

36. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

During the Financial year 2025-26, no significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Companys Operation in future.

37. DISCLOSURES UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Details of top ten employees in terms of remuneration drawn are attached in this Boards Report as Annexure- IV .

Further, no other Director / employee of the Company, was in receipt of amount exceeding a salary of Rs. 8,50,000/- per month or more when employed for a part of the financial year and Rs. 1,02,00,000/- per annum or more when employed for whole of the year, or if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. under the provision of Rule 5 (2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

38. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nature this asset. The company has kept a sharp focus on Employee Engagement. The Companys Human Resources is commensurate with the size, nature and operation of the Company.

39. EMPLOYEE STOCK OPTION PLAN

To reward employees for their contribution to your Company and to provide an incentive for their continuous contribution to the organizations success, the Company has instituted an employee stock option scheme, namely, BIL Employee Stock Option plan 2022 (ESOP 2022/ Plan). ESOP 2022 envisages the grant of such number of options (together with exercised options) enabling the eligible employee stock option holders the right to apply for equity shares of the Company

During the year under review, the Company had not granted any options to employees of the Company under the Employee Stock Option Plan 2022.

Disclosures with respect to stock options, as required under Regulation 14 of the SEBI (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 (the Regulations), are available on the Companys website at https://www.bazelinternationalltd.com/ Ms. Meenu Gupta, Secretarial Auditor of the Company, has provided certification confirming that the implementation of Employee Stock Option Plan is in accordance with the Regulations and the resolutions approved by the members regarding the plan and the same is available at https://www.bazelinternationalltd.com/sec . It is also available for public inspection at the registered office of the Company up till the commencement of 44 th AGM.

40. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite disclosures relating to remuneration and other particulars of Directors, Key Managerial Personnel and employees are provided in Annexure V to this Report.

41. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Krishan Rakesh & Co., Chartered Accountants, (FRN: 009088N) were appointed as Statutory Auditors of your Company in the Annual General Meeting held on 30th September,2021 for a term of five years beginning 1st April,2021 to 31st March, 2026.

At the 44th Annual General Meeting (AGM) of the Company, the members will be requested to consider and approve the appointment of M/s G Anshul & Associates as the Statutory Auditors of the Company for a term of five consecutive financial years, commencing from Financial Year 2026 27 and continuing up to Financial Year 2030 31, subject to the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The Board of Directors has recommended the appointment of M/s G Anshul & Associates as Statutory Auditors for the aforesaid term, and the same is being placed before the members for their consideration and approval at the 44th AGM.

The Statutory Auditors have confirmed that they are not disqualified from being re-appointed as the Statutory Auditor of the Company.

42. STATUTORY AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made in the Statutory Auditors Report. The observation made by the Auditors are self explanatory and do not require any further clarifications under Section 134(3)(f).

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

43. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Meenu G. & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the company for the Financial Year 2024-25.

Further, the Board has consented for the appointment of M/s. Meenu G. & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the company for the Financial Year 2025-26 and onwards for a period of 5 years up till for the financial year 2029-2030 subject to the approval of shareholders in the ensuing Annual General Meeting.

44. SECRETARIAL AUDITORS REPORT

The report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report as Annexure-VI. It does not contain any qualification, reservation, adverse remark or disclaimer made by secretarial auditor.

Pursuant to Regulation 24A (2) of the SEBI Listing Regulations, a report on secretarial compliance has been issued by M/s. Meenu G. & Associates for the financial year ended 31 March 2026 and the same is being submitted to stock exchanges. There are no observations, reservations or qualifications in the said report. The report will be made available on the website of the Company at https://www.bazelinternationalltd.com/sec Since, both auditors i.e. statutory auditors and secretarial auditor have not reported any matter under section 143(12) of the Act, no detail is required to be disclosed under section 134(3) ca of the Act.

45. CERTIFICATE PURSUANT TO SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED

EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021

Pursuant to Regulation 13 of Securities And Exchange Board Of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 In the case of every company which has passed a resolution for the scheme(s)under these regulations, the Board of Directors shall at each annual general meeting place before the shareholders a certificate from the secretarial auditors of the company that the scheme(s) has been implemented in accordance with these regulations and in accordance with the resolution of the company in the general meeting. The Company has obtained this certificate and will be placed before the Shareholders at the ensuing date of 44th Annual General Meeting (AGM).

46. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company.

The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance.

KEY GOVERNANCE POLICIES AND CODES ADOPTED BY THE BOARD

Name of the Policy	Brief Description
Vigil Mechanism/ Whistle Blower Policy	Your Company has established a mechanism for reporting concerns through the Whistle Blower Policy of the Company in compliance with the provisions of Section 177 of the Act and the SEBI Listing Regulations. The Policy provides for a framework and process, for the employees and directors to report genuine concerns or grievances about illegal or unethical behavior, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Companys operations, business performance and/or financial integrity of the Company. During the year under review, no person was denied access to the Chairman of the Audit Committee.
	The Whistle Blower Policy is provided on the website of the Company and may be accessed by clicking on the following link: https://www.bazelinternationalltd.com/files/policies/pol_13.pdf
Risk Management Policy	The Board of Directors has approved the risk management policy and the main objectives of the policy are:
	(a) identifying, assessing, quantifying, mitigating, minimizing and managing key risks;
	(b) Establishing a framework for the Companys risk management process and ensuring its implementation;
	(c) Developing risk policies and strategies for timely evaluation, reporting and monitoring of key business risks; and
	(d) Ensuring business growth with financial stability.
	All relevant employees must be thoroughly familiar or made familiar with it and make use of the material contained in this Policy.
	The Risk Management Policy is provided on the website of the Company and may be accessed by clicking on the following link:
	https://www.bazelinternationalltd.com/files/policies/pol_10.pdf
Nomination and Remuneration Policy	In compliance with the provisions of the Act and SEBI Listing Regulations, the Nomination and Remuneration Committee of the Board approved the criteria for determining the qualifications, positive attributes, and independence of Directors, including Independent Directors. This policy, inter alia, requires that Non-Executive Directors, including Independent
	Directors, be drawn from amongst eminent professionals with expertise in business, finance, governance, law, public administration, sustainability and risk management. It endeavors to create a broad basing in the composition of the Board to make available the right balance of skills, experience, and diversity of perspectives appropriate to the Company.
	The Nomination and Remuneration Policy is provided on the website of the Company and may be accessed by clicking on the following link:
	https://www.bazelinternationalltd.com/files/policies/pol_04.pdf
Policy for determining materiality of event or Information	The Objective of this policy is to outline the guidelines to be followed by the Company for consistent, transparent and timely public disclosures of material information events/information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
	The Policy of determining Materiality of event/information is provided on the website of the Company and may be accessed by clicking on the following link:
	https://www.bazelinternationalltd.com/files/policies/pol_08.pdf
Policy of Preservation of Records	This policy sets the Standards for classifying, managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for Subsequent archival of such records.
	The policy of preservation of records is provided on the website of the Company and may be accessed by clicking on the following link:
	https://www.bazelinternationalltd.com/files/policies/pol_06.pdf
KYC and AML Policies	This policy is made to prevent criminal elements from using Company form laundering activities and to enable the Company to know / understand its customers and their financial dealings better which, in turn, would help the Company to manage risks prudently.
	The KYC and AML policies provided on the website of the Company and may be accessed by clicking on the following link: https://www.bazelinternationalltd.com/files/policies/pol_03.pdf
Sexual Harassment Policy	As required under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has policy on prevention of Sexual harassment of women at work place and matters connected there with. During the year, no case of Sexual Harassment was reported pursuant to said Act and Policy.
	The Sexual Harassment policies provided on the website of the Company and may be accessed by clicking on the following link: https://www.bazelinternationalltd.com/files/policies/pol_21.pdf
Other Policies	Policies like:
	(a) Policy For Determining Material Subsidiaries,
	(b) Insider Trading Prohibition Code Pursuant to SEBI (PIT) Regulations, 2015,
	(c) Policy On Related Party Transaction(S),
	(d) Policy Familiarization of Independent Practice Code,
	(e) Investment Policy,
	(f) Fair Practice Code, etc.
	are prepared by the Company and followed in its true letter and spirit.
	The other policies are provided on the website of the Company and may be accessed by clicking on the following link: https://www.bazelinternationalltd.com/policies

47. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and takes suitable measures for 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. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment.

The Company is committed to promoting a work environment that ensures every employee is treated with dignity, respect and provided equitable treatment regardless of gender, race, social class, disability, or economic status. We prioritise providing a safe and conducive work environment for our employees and associates.

During the financial year under review, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Pursuant to MCA Notification dated 30 th May 2025, additional information is given as follows-

a) Number of complaints of sexual harassment received in the year- Nil b) Number of Complaints disposed off during the year- Nil c) Number of cases pending for more than Ninety Days- Nil

As required under the Sexual Harassment of women at Workplace (Prohibition, Prevention and Redressal) Act, 2013, the Company has policy on prevention of Sexual harassment of women at workplace and matters connected therewith.

48. MAINTAINANCE OF COST RECORD AND COST AUDIT

The maintenance of cost records and the requirement of cost audit, as prescribed under Section 148(1) of the Act are not applicable to the business activities carried out by the Company.

49. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable as the Company is not covered under the criteria mentioned in Section 135(1) of the Companies Act, 2013.

50. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31 st March, 2026 and is attached as Annexure-VII of this Annual Report for the reference of the stakeholder.

51. INTERNAL CONTROL SYSTEM

The Companys internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Companys internal controls, including its systems and processes and compliance with regulations and procedures.

The internal auditors periodically bring to the attention of the Audit Committee any deficiencies and weaknesses in the internal control systems, if any. The Audit Committee reviews and monitors the remedial actions to ensure its overall adequacy and effectiveness.

The Companys Internal Control System is adequate and commensurate with the nature and size of the Company and it ensures:

Timely and accurate financial reporting in accordance with applicable accounting standards. Optimum utilization, efficient monitoring, timely maintenance and safety of its assets. Compliance with applicable laws, regulations and management policies.

52. RISK MANAGEMENT

Managing risk is fundamental to any business in general and in particular to financial services industry. Key risks exposure of the company includes market risk, credit risk, governance risk, reputation risk and compliance risk. The Risk Management Committee of the Board, assists the Board in monitoring various risks, review and analysis of risk exposures and mitigation plans related to the Company and its group companies.

A Risk Management Policy has been adopted by the Board of Directors which, inter alia, sets out risk strategy, approach and mitigation plans for the identified risks.

53. MASTER DIRECTION RESERVE BANK OF INDIA (NON-BANKING FINANCIAL COMPANY SCALE BASED REGULATION) DIRECTIONS, 2023

RBI vide its circular dated 19 October 2023, has introduced Reserve Bank of India (Non-Banking Financial Company

Scale Based Regulation) Directions, 2023 (the Master Directions) which now supersedes the existing NBFC-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016.

As per the Master Directions, regulatory structure for NBFCs shall comprise of four layers based on their size, activity, and perceived riskiness. NBFCs in the lowest layer shall be known as NBFC - Base Layer (NBFC-BL). NBFCs in middle layer and upper layer shall be known as NBFC - Middle Layer (NBFC-ML) and NBFC - Upper Layer (NBFC-UL), respectively. RBI may, based on the size of an NBFC, classify some of them as NBFC Top Layer.

In accordance with the Master Directions, NBFCs not availing public funds and not having any customer interface are classified as a Base Layer of the regulatory structure. Considering the nature of business, the Company is categorized under the Base Layer. The Company is in compliance with the Governance Guidelines as specified under Master Direction - Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023.

54. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) CONSERVATION OF ENERGY

The operations of the Company are not energy intensive. However, the Management is aware of the energy crises prevailing in the country and utilizes its energy sources in the best possible manner.

(b) TECHNOLOGY ABSORPTION

The Company, primarily being an investment company and not involved in any industrial or manufacturing activities, Company upgrades the technology used by it as and when the need arises.

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO

(i) The total foreign exchange earned in terms of actual inflows during the financial year Nil (ii) Total foreign exchange in terms of actual outgo during the financial year Nil

55. COMPLIANCE OF MATERNITY BENEFIT ACT 1961

The Management hereby declares that the Company complies with the provisions relating to the Maternity Benefit Act 1961 during the year.

56. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, the RBI, other regulators and banks. The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company, its subsidiaries and associates and thank them for yet another excellent year of performance.

By the order of the Board
For Bazel International Limited

Sd/-
Pankaj Dawar
(Managing Director)
DIN: 06479649

Sd/-
PrithviRaj Bhatt
(Director)
DIN: 08192235