Belding India Ltd Directors Report

CHANGE IN NATURE OF BUSINESS

Pursuant to the strategic repositioning of the Company, its business operations are now focused on engineering, manufacturing and technology-led infrastructure solutions, with an integrated business platform comprising the following key verticals:

1. EPC Projects - End-to-end EPC solutions for Data Centres, Industrial Infrastructure and Integrated Solar Farm Projects, covering engineering, design, procurement, construction, commissioning and project management.

2. Battery Energy Storage Systems (BESS) -

In-house design, engineering, manufacturing, installation, testing, commissioning and lifecycle management of BESS supported by warranty and maintenance solutions.

3. Edge Data Centres - Development and delivery of brick-and-mortar as well as prefabricated and containerised edge data centre solutions.

4. Integrated Engineering Solutions - Design, manufacturing and supply of precision- engineered equipment, integrated engineering systems and critical industrial components.

5. Advanced Manufacturing - Manufacturing capabilities supported by automation, modern production technologies and integrated supply- chain infrastructure to serve the Companys engineering and infrastructure businesses.

6. Security Solutions - Design, engineering and manufacturing of X-ray inspection and security screening systems, including baggage, cargo and vehicle scanners, under-vehicle surveillance systems and other intelligent security screening solutions.

These business verticals are closely aligned and complementary, enabling the Company to leverage its engineering, manufacturing and project execution capabilities across its core areas of operation and pursue integrated solutions for its customers. The Company remains focused on strengthening these core capabilities and building a scalable, technology-driven platform for sustainable growth.

CAPITAL STRUCTURE Authorized Share Capital

The authorized share capital of the Company as on March 31, 2025, stood at 1,00,00,000/- (Rupees One Crore Only), divided into 20,00,000 (Twenty Lakh) equity shares of 5/- (Rupees five only) each.

During the Financial Year 2025-26, the Authorized Capital of the Company was increased from 1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 (Ten Lakh) Equity Shares of 10/- (Rupees ten only) each to 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of 10/- (Rupees ten only) each, post effect of consolidation of share.

Paid-up Share Capital

The paid-up share capital of the Company as on March 31, 2025, stood at 87,00,000/- (Rupees Eighty- Seven Lakh), divided into 17,40,000 (Seventeen Lakh Forty Thousand) equity shares of 5/- (Rupees (Rupees five only) each.

During the Financial Year 2025-26, pursuant to the acquisition of DC&T Global Private Limited through a share swap arrangement, the Company allotted 1,36,08,849 (One Crore Thirty-Six Lakh Eight Thousand Eight Hundred and Forty-Nine) equity shares having a face value of g 10/- (Rupees Ten only) each, at an issue price of g 769.16 (Rupees Seven Hundred Sixty- Nine and Sixteen Paise only) per equity share, on a preferential basis, post effect of consolidation of shares.

Consequent to the aforesaid allotment, the paid-up equity share capital of the Company as on March 31, 2026, post effective of consolidation of shares, stood as 14,47,88,490/- (Rupees Fourteen Crore Forty- Seven Lakh Eighty-Eight Thousand Four Hundred and Ninety only) divided into 1,44,78,849 (One Crore Forty- Four Lakh Seventy-Eight Thousand Eight Hundred and Forty-Nine) equity shares of face value 10/- (Rupees Ten only) each.

Further, during the year under review, the Company had neither issued any equity shares with differential rights as to dividend, voting rights or otherwise nor issued sweat equity shares to its directors or employees.

SHARE WARRANTS

As on March 31, 2026, there were no outstanding share warrants of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises an optimum combination of Executive, Non-Executive and Independent Directors, including a Woman Independent Director, in compliance with the provisions of the Act and the the Listing Regulations. The composition of the Board is well balanced and provides an appropriate mix of skills, expertise, experience and diversity required for effective governance of the Company.

As on March 31, 2026, the composition of the Board of Directors was as follows:

In the opinion of the Board, all the Directors possess the requisite qualifications, experience, expertise, proficiency and integrity required to discharge their duties effectively.

Further, all the Directors of the Company have also given declaration that they are not disqualified from being appointed or continuing as Directors under the provisions of the Act and that they are not debarred from holding the office of Director pursuant to any order of the Securities and Exchange Board of India (SEBI) or any other statutory or regulatory authority.

During the year under review and up to the date of this Report, the following changes were made in the composition of the Board of Directors of the Company:

1. Mr. Umesh Kumar Sahay, Mr. Abhishek Narbaria, Mr. Nikhil Dilipbhai Bhuta, Mr. Tarun Dinesh Agarwal and Ms. Gayathri Srinivasan Iyer were appointed and regularized as Directors of the Company w.e.f. June 18, 2025;

2. Mr. Umesh Kumar Sahay was designated and appointed as the Chairperson of the Company w.e.f. May 22, 2026;

3. Mr. Rajesh Chandrakant Vaishnav was appointed as Non-Executive Independent Director of the Company w.e.f. May 22, 2026;

4. Mr. Nirav Paresh Shah, Independent Director and Ms. Sheetal Bhavesh Dadhia, Non-Executive NonIndependent Director resigned from the Board of Directors of the Company w.e.f. the closure of business hours of August 8, 2025; and

5. Mr. Ramesh Jaylal Dadhia, Managing Director & Chief Financial Officer and Mr. Bhavesh Ramesh Dadhia, Whole-time Director & Chief Executive Director have resigned w.e.f. the closure of business hours of August 30, 2025.

Key Managerial Personnel (KMP):

As on March 31, 2026, the Key Managerial Personnel of the Company, in terms of the applicable provisions of the Act, comprised of:

During the year under review and up to the date of this Report, the following changes took place in the Key Managerial Personnel (KMPs) of the Company:

1. Ms. Mamta Lasod, Company Secretary and Compliance Officer of the Company, resigned from her position w.e.f. the closure of business hours on August 8, 2025.

2. Mr. Ramesh Jaylal Dadhia, Chief Financial Officer of the Company, resigned from his position w.e.f. the closure of business hours on August 30, 2025.

3. Ms. Muskan Gurumukhdas Pinjani was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. October 29, 2025. Further, Ms. Muskan resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. the closure of business hours on August 5, 2026.

4. Mr. Rajdeep Kishor Gajjar was appointed as the Chief Financial Officer of the Company w.e.f. February 12, 2026.

Pursuant to the resignation of Ms. Muskan from the position of Company Secretary and Compliance Officer, the Company is in the process of identifying and appointing a suitable candidate for the said position in accordance with the applicable provisions of the Act read with rules made thereunder and the the Listing Regulations, within the prescribed timeline.

Other details of the Directors on the Board, including:

I. t he number of other Directorships, Committee Chairmanships/ Memberships held by the Directors in other Companies;

II. names of other Equity Listed Companies (if any), where the Directors of the Company hold Directorships, along with the category of such Directorships,

are disclosed in the Corporate Governance Report of the Company for the year under review, enclosed herewith as Annexure-II.

Further, the details with respect to the meetings of the Board, its committees and remuneration of Directors are disclosed in the Corporate Governance Report.

DEPOSITS

During the year under review, Your Company has not accepted any deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest on public deposits was outstanding as on March, 31 2026.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Companys internal financial controls have been identified based on risk assessments conducted across the respective business processes and have been appropriately implemented. The Audit Committee of the Board periodically reviews the internal audit reports, the adequacy and effectiveness of the internal financial controls, and the risk management framework. These systems provide reasonable assurance that the Companys internal financial controls are adequately designed and operating effectively.

INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In compliance with the requirement of the Listing Regulations, names of related parties and details of transactions with them have been included in Note no. 30 to the standalone financial statements and Note no. 37 to the consolidated financial statements, respectively, forming part of this Integrated Annual Report.

DIVIDEND

The Board of Directors of the Company, keeping in view the current financial position, has decided not to recommend any dividend for the Financial Year ended March 31, 2026.

ANNUAL RETURN

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Details pertaining to remuneration as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The remuneration given is as per the "Policy on Nomination, Remuneration and Board Diversity" of the company.

During the financial year under review, no remuneration or commission, other than sitting fees was paid by the Company to its Directors.

Following are the details of sitting fees paid by the Company to its Directors during the financial year:

(a) The median remuneration of employees of the Company during the financial year was 4,80,000;

(b) No remuneration or sitting fees were paid to the Directors during the previous financial year. During the year under review, sitting fees aggregating to g 5,25,000 were paid. Accordingly, the percentage change in remuneration is not ascertainable; and

(c) There were 23 permanent employees on the roll of Company as on March 31, 2026.

AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, the members of the Company at the 40^th (Fortieth) Annual General Meeting (AGM), held on September 29, 2025, appointed M/s. Mehra Goel & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company to hold office for a first term of 5 (five) consecutive years commencing from the conclusion of 40^th AGM till the conclusion of the 45^th AGM of the Company to be held in year 2030.

EXPLANATION OR COMMENT(S) BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY STATUTORY AUDITORS IN THEIR REPORT

The Statutory Auditors Report on the Financial Statements for the financial year ended March 31, 2026, contains a qualification in respect of non-confirmation and non-reconciliation of certain balances, including vendors, inter-corporate deposits, loans and advances outstanding as on the year end.

The Boards explanation/comment(s) in respect of the qualification is as follows:

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. HSPN & Associates LLP, Practicing Company Secretaries, a peer reviewed firm to conduct the Secretarial Audit of the Company for the Financial Year 2025-26.

The Secretarial Audit Report for the Financial Year 2025-26, issued in Form forms a part of this Report and is annexed hereto as Annexure-I. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Board of Directors have appointed M/s. Mishra & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a period of five (5) consecutive financial years commencing from FY 2026-27 up to FY 2030-31, subject to approval of shareholders in 41^st Annual General Meeting.

EXPLANATION OR COMMENT(S) BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDIT REPORT The Secretarial Auditors Report for the Financial Year ended March 31, 2026 does not contain any qualification, reservation, or adverse remark.

Observation: The Secretarial Auditor, in its report, has observed that during the year under review, there was a procedural delay of approximately 39 minutes in filing the prior intimation under Regulation 29 of the Listing Regulations in respect of the Board Meeting held on November 14, 2025.

Explanation: The Management explained that the delay was due to an inadvertent technical issue on the Stock Exchange portal, although the intimation had been prepared within the prescribed timeline. The delay was purely procedural and inadvertent, with no intent to contravene the applicable regulations. BSE Limited levied a monetary fine of ^10,000, which was duly paid by the Company. The Company has further

strengthened its internal compliance monitoring and filing processes to prevent recurrence. Except for the aforesaid instance, the Company complied with all other applicable provisions and disclosure requirements under the Listing Regulations during the year under review.

During the year under review, no fraud has been reported by the Statutory Auditors under Section 143(12) of the Act or the Secretarial Auditors to the Audit Committee involving officers or employees of the Company, requiring disclosure in the Boards Report.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations.

As per Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstances or situations that exist 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 and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs.

Further, the Board members are satisfied with regard to integrity, expertise, experience and proficiency of the Independent Directors of the Company.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a robust Vigil Mechanism / Whistle Blower Policy in accordance with the provisions of the Act and the Listing Regulations. The mechanism enables Directors and employees to report genuine concerns relating to unethical behavior, actual or suspected fraud, violations of the Companys Code of Conduct or any other improper practices, without fear of retaliation.

Your Company hereby affirms that no Director/ Employee has been denied access to the Chairperson of the Audit Committee. Further, no complaints were received through the said mechanism during the year under review.

COMPLIANCE OF THE SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs in terms of the provisions of Section 118(10) of the Act.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Act and the Listing Regulations, the Board of Directors on recommendation of the Nomination and Remuneration Committee, has adopted the "Policy on Nomination, Remuneration and Board Diversity" as amended on May 22, 2026. The Policy, inter alia, lays down the criteria for appointment of Directors, Key Managerial Personnel and Senior Management Personnel, their qualifications, positive attributes, independence of Directors, and provides the framework for determining remuneration, performance evaluation and succession planning with a view to attract, retain and motivate competent individuals to contribute towards the sustainable growth and long-term success of the Company.

The Policy, inter alia, lays down the criteria for identifying and appointing the individuals who are qualified to be appointed as Directors, Key Managerial Personnel (KMP), Senior Management Personnel and

Other Employees of the Company. It also provides the framework for evaluation of the performance of Board, its committees and individual Directors, and for determining the remuneration payable to Directors, KMPs, Senior Management Personnel and other employees. The remuneration framework is designed to ensure that the level and composition of remuneration is reasonable, adequate and commensurate with the roles, responsibilities and performance of such personnel and is aligned with the objective of attracting, retaining and motivating talent to contribute towards the long-term growth and sustainable success of the Company.

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

1. CONSERVATION OF ENERGY:

The operations of the Company during the Financial Year under review were not significantly energy-intensive. Nevertheless, the Company continues to take appropriate measures for efficient utilization and conservation of energy, including monitoring of energy consumption and use of energy-efficient equipment and systems, wherever practicable.

The Company is also evaluating opportunities for adoption of energy-efficient technologies and alternate sources of energy in its operations, as may be appropriate to the nature and scale of its business.

2. TECHNOLOGY ABSORPTION:

The Company continues to focus on adoption and utilisation of appropriate technologies for improving operational efficiency, product development and business processes.

During the year under review, no significant technology was imported requiring specific disclosure under Rule 8(3)(b)(iii) of the Companies (Accounts) Rules, 2014.

The expenditure incurred specifically on Research and Development during the year was not significant.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:

With regard to foreign exchange earnings and outgo for the current year 2025-26, the position is as under:

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, were not applicable to the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

At the end of year under review, details of subsidiaries/ joint ventures/associate companies are as follows:

From the end of the Financial Year under review and up to the date of this report the Company has incorporated Belding HD India Private Limited, a subsidiary, on June 22, 2026.

Further, the Company acquired 100% of the paid- up equity share capital of Evolve IT Solutions Private Limited on July 23, 2026, making it a wholly-owned subsidiary of the Company. Details of subsidiaries/ joint ventures/associate companies effective from the end of year under review and up to the date of this report:

A separate statement containing the salient features of financial statements of subsidiaries/joint venture/ associate companies of the Company as at the end of the financial year, in the prescribed Form AOC - 1 in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 forms part of the Annual Report.

The said Form also highlights the financial performance of each of the subsidiaries included in the Consolidated Financial Statements (CFS) of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements of the subsidiaries are available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the Annual General Meeting of the Company. Any member desirous of obtaining a copy of the said financial statements may write to the Company at the Registered Office of the Company.

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS

In the opinion of the Board, all the Independent Directors, including Independent Directors appointed during the year, if any, are persons of integrity and have expertise and experience in relevant field.

Further, all the independent directors have cleared proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has adopted a formal mechanism for evaluating its performance and as well as of its committees and individual Directors, including the Chairperson of the Board. The detailed process of annual evaluation of the performance of the Board, its chairperson, its committees and of individual Directors has been made available in the Corporate Governance Report forming an integral part of this Boards Report.

MAINTAINANCE OF COST RECORDS

COMMITTEES OF THE BOARD

The Board has constituted various Committees in accordance with the provisions of the Act and the Listing Regulations, to assist it in the effective

discharge of its responsibilities. The Committees function within their respective terms of reference approved by the Board and periodically report on their deliberations and recommendations.

As on the date of this Report, the Board has following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders Relationship Committee.

The detailed disclosures about the composition, terms of reference and meetings of the committees are provided in the Corporate Governance report, attached as Annexure-II.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of sub-section (5) of section 134 of the Act the Board hereby state that-

(a) i n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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;

(c) the Directors had taken proper and sufficient care for 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;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) t he Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE REPORT

Corporate Governance Report pursuant to Part C of Schedule V of the Listing Regulations is attached to this report as Annexure-II.

COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER

Compliance Certificate by Chief Financial Officer pursuant to regulation 17(8) and Part B of Schedule II of the Listing Regulations is attached to this report as Annexure-III.

DECLARATION AFFIRMING COMPLIANCE OF CODEOFCONDUCT

The Company has received confirmations from the Board of Directors as well as Senior Management Executives regarding compliance of the Code of Conduct during the year under review. A declaration by the Chief Financial Officer affirming compliance of Board Members and Senior Management Personnel to the Code is attached to this report as Annexure-IV.

COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY

Compliance Certificate regarding compliance of conditions of Corporate Governance by Practicing Company Secretary pursuant to Part E of Schedule V of the Listing Regulations is attached to this report as Annexure-V.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as per the the Listing Regulations, is presented in a separate section, which forms a part of this Annual Report.

ACKNOWLEDGEMENTS

Your directors would like to express their sincere appreciation to the members, financial institutions, bankers and business associates, Government authorities, customers and vendors for their co-operation and support and look forward to their continued support in future. Your directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.