Belrise Industries Ltd Directors Report

To

The Members,

Belrise Industries Limited

Your Board of Directors take great pleasure in presenting their Thirtieth (30 th ) Boards Report together with the Audited Standalone and Consolidated financial statements of your Company for Financial Year ended on 31 st March, 2026.

FINANCIAL SUMMARY:

The Financial Results of the Company for Financial Year 2025-26 are summarized as under:

(Amt. in million)

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations	75,283.30	65,938.07	95,091.02	82,908.16
Other Income	950.88	647.76	1,097.58	616.31
Total Income	76.234.19	66,585.83	96,188.60	83,524.48
Profit before Finance Cost, Depreciation & Tax	11,477.7	9,799.87	12,635.25	10,827.71
Less: Finance Cost	1,601.55	2,281.27	2,316.72	3,074.39
Less: Depreciation & Amortization Exp.	3,441.88	3,292.51	3,609.50	3,297.56
Profit/(Loss) Before Tax & Exceptional Items	6,434.27	4,226.09	6,709.03	4,455.76
less: Exceptional Item	51.36	0.00	51.36	0.00
Profit/(Loss) Before Tax	6,382.91	4,226.09	6,657.68	4,455.76
Less: Tax Expenses
Current Tax	1,448.00	927.30	1,541.03	927.30
Deferred Tax	85.90	(78.58)	83.07	(78.58)
Excess/(Short) provision Income Tax	64.97	52.60	64.97	52.60
Net Profit/ (Loss) after Tax	4,784.04	3,324.76	4,968.60	3,554.43
Add: Other Comprehensive Income	34.17	(5.96)	37.50	(5.96)
Net profit after Tax	4,818.21	3,318.79	5,006.10	3,548.47
Balance carried forward to Balance Sheet	4,818.21	3,318.79	5,006.10	3,548.47
Earnings Per Share (EPS) Basic/Diluted (INR)	5.60	5.11	5.82	5.46

STATE OF COMPANY AFFAIRS, OPERATIONSAND After Tax FUTURE OUTLOOK:

During the year under review, the Company has recorded a consolidated revenue from operations of y driven by INR 95,091.02 million as against INR 82,908.16 million in the previous Financial Year, registering a growth of 14.69% on a year-on-year basis.

Standalone Revenue from manufacturing operations is INR 75,283.30 million as compared to INR 65,938.07 million in the previous year, reflecting a growth of 14.17%.

The Company reported a Profit of INR 4,818.21 million for the Financial Year under review as against INR 3,318.79 million in the previous Financial Year, demonstrating a significant operational improvement in efficiencies and scale benefits.

During FY 2025 26, the Company secured multiple orders across its key business segments. The Company received significant two-wheeler and three-wheeler OEMs for supply of critical components, including steering columns, suspension systems, exhaust systems and fuel tanks.

Further, the Company expanded its customer base with order wins from a Japanese OEM and secured a single-source order for a premium 650cc motorcycle platform from a European OEM. The Company also strengthened its presence in the passenger and commercial vehicle segments through new business wins in chassis and related components for marquee vehicle launches.

During the year under review, the Company diversified into the Aerospace and Defense sector through strategic acquisitions in Europe, including in France and the United Kingdom. These acquisitions are aligned with the Companys long-term strategy to expand into high-precision engineering segments and enhance its global footprint. The said investments are expected to provide access to advanced manufacturing capabilities, new customer relationships and improved technological competencies.

The Company continues to maintain a strong order book and project pipeline, which is expected to support its growth trajectory. The Company is undertaking capacity expansion and modernization initiatives, including the setting up and revamping of manufacturing facilities in Chennai and Rajasthan, to cater to increasing demand and improve operational efficiencies.

Further, in line with evolving industry trends and supportive regulatory policies, particularly in the electric vehicle (EV) ecosystem, the Company is evaluating opportunities in the EV segment. The Board believes that this segment offers significant long-term growth potential.

CAPITAL RAISING AND LISTING

The Directors wish to inform that during the beginning of Financial Year 2025 26, the Company successfully completed its Initial Public Offering (IPO) and raised INR 21,500 million. In accordance with the objects of the offer, approximately 75% of the proceeds were utilized towards repayment and/or prepayment of certain borrowings of the Company, and the balance 25% was utilized for

General Corporate Purposes (GCP) and issue expenses.

The equity shares of the Company were listed on the National Stock Exchange of India Limited and BSE Limited (collectively referred to as the Stock Exchanges) on 28th May, 2025.

Subsequent to the year under review, in July 2026, the Company further strengthened its capital structure by successfully raising INR 17,000 million through a Qualified Institutions Placement (QIP).

The equity shares issued pursuant to the QIP were listed on the Stock Exchanges on 20th July, 2026. The proceeds from the QIP are proposed to be utilized towards repayment of debt, funding long-term working capital requirements, pursuing inorganic growth opportunities, and for general corporate purposes.

DIVIDEND:

The Board of Directors of the Company, has recommended final per share for the Financial Year ended on 31 st March, 2026 subject to approval of the Members in ensuing Annual General Meeting.

Further, the Board of Directors of the Company has recommended final dividend of INR 0.55 (@ 11%) per equity share for the Financial Year ended 31 st March, 2026 on the equity shares issued and allotted under Qulified Institutioinial Placement (QIP), which would also be subject to approval by the Company at the ensuing Annual General Meeting.

The Board of Directors of the Company has approved and adopted Policy on Distribution of Dividend in compliance of with Regulation 43A of Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015). The Policy on Distribution of

Dividend sets out the parameters and circumstances that will be taken into account by the Board in determining whether or not to distribute dividend to its shareholders, the quantum of profits and/ or retained profits earned by the Company to be distributed as dividend. The said Policy can be assessed on the website of the Company at https:// belriseindustries.com/assets/site/docs/BIL_Policy%20 for%20Dividend%20Distribution.pdf.

CHANGES IN CAPITAL OF THE COMPANY:

During the period under consideration there were changes in the Capital structure of the Company considering the IPO. The capital structure of the Company for the Financial Year ended on 31st March, 2026 was as under:

Authorized Share Capital	Amounts (in million)
100,00,00,000 Equity shares of INR 5/- each	5,000.00
Issued Share Capital:
88,98,79,192 Equity shares of INR 5/- each	4,449.39
Subscribed Share Capital:
88,98,79,192 Equity shares of INR 5/- each	4,449.39
Paid-up Share Capital:
88,98,79,192 Equity shares of INR 5/- each	4,449.39

TRANSFER TO RESERVES:

In view of the further growth plan and planned investments of the Company, your Directors have decided to transfer profit after Tax INR 3,318.79 millionfortheFinancialYearended31 st March, 2026 to the General Reserves of the Company.

ISSUANCE/REDEMPTION OF NON-REDEEMABLE DEBENTURES (NCDS):

The Company has issued and allotted 22,000 unlisted, unrated, secured, non-convertible debenture having a face value of INR 100,000/- (Rupees One Lac only) each of the aggregate value up to INR 2,200,000,000/- (Rupees Two Hundred and Twenty Crores only) on date 24th March, 2025 to The Hong Kong and Shanghai Banking Corporation Limited, Gift City Branch, on private placement basis in accordance with the terms and conditions as set out in the private placement offer cum application letter in form PAS 4 dated 24 th March, 2025 (PPOAL).

The Company has paid interest up to 24 th June, 2026.

Security Details	Security	Due date of payment of	Date of actual	Interest
(ISIN)	Description	interest and principle	payment of interest	paid up to
INE894V07060	Unlisted NCDs	24 th March, 2027	24 th June, 2026	24 th June, 2026

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: a) AMALGAMATION OF H-ONE INDIA PRIVATE LIMITED (H-ONE) WITH COMPANY.

The Board of Directors of the Company and H-One India Private Limited had given in principal approval for the amalgamation of H-One India Private Limited with the Company. Further, Due to jurisdictional challenges, the professional and strategic re-alignment of the Company and the H-One India Private Limited, the Company has withdrawn the Scheme of Amalgamation (the Scheme) as with the NCLT Allahabad Bench and has filed approved a Fresh Scheme of Amalgamation (the Fresh Scheme), at its meeting held on 11 th November, 2025, to be filed Mumbai Bench on a going concern basis, wherein upon the Fresh Scheme becoming effective, the Company shall stand dissolved without further process of winding up.

b) AMALGAMATION OF BADVE AUTOCOMPS PRIVATE LIMITED (BAPL) AND EXIMIUS INFRA TECH SOLUTIONS PRIVATE LIMITED (EXIMIUS) WITH COMPANY.

The Board of Directors of the Company and Badve Autocomps Private Limited (BAPL / Transferor Company 01) and Eximius Infra Tech Solutions Private Limited (Eximius / Transferor Company

02) has given its approval for the amalgamation of BAPL and Eximius with Belrise Industries Limited (Belrise / Transferee Company) and their respective shareholders, under Section 230 to 232 and other applicable provisions of the before the NCLT Company Act, 2013.

Further, the application seeking approval(s) of the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) (Stock Exchanges) for scheme of Arrangement (Scheme) between BAPL, Eximius and Belrise was filed with the exchanges under Regulation 37 and 94 (2) of the Listing Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/CIR/2023/93 dated 20 th June, 2023.

Further, the Company has received No adverse observation, No Objection letter from the (BSE) and (NSE) respectively on 3rd July, 2026. The Company is in process to file National Company Law Tribunal, Mumbai.

c) The Company has issued Corporate Guarantee to the ICICI Bank UK PLC (Lender) amounting to GBP 1,38,60,000 (Maximum Liability) (Corporate Guarantee) as security for the term loan facility sanctioned to Belrise UK Holdings Limited (Borrower) a step down wholly owned subsidiary of the Company.

d) The Company has issued Corporate Guarantee in favour of Mr. Alan Brian Brown, Ms. Carole Amy Brown, Mr. Philip Graham Brown, Ms. Sarah Louise Hoyle and Mr. Dean David Halsey, (collectively referred to as the Sellers) as security for payment of deferred consideration amounting to GBP 1,980,000 (Maximum Liability) in connection with the Share Purchase Agreement dated March 18, 2026 executed between Belrise UK Holdings Limited a step down wholly owned subsidiary of the Company and the shareholders (Sellers) of Chester Hall Precision Engineering Holdings Limited.

e) The Company has issued Corporate Guarantee to the Standard Chartered Bank located at Gift City (Lender) for an amount upto EUR 2.75 million Only being 110% of ECB facility i.e EUR 2.5 million sanctioned to Belrise Defence & Aerospace Private Limited (Borrower) a wholly owned subsidiary of the Company.

DIRECTORS/KEY MANAGERIAL PERSONNEL:

The shareholders of the Company has approved re-appointment of Mrs. Supriya Badve as Executive Director of the Company with effect from 14 th March, 2026 to 13 th March, 2031 at its meeting held on 23 rd September, 2025.

A STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company under Section 149 (7) confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of provisions of Section 134(3)(d) of the Companies Act, 2013, the Board of

Directors of your Company have taken note of these declarations of independence received from all the

Sr. No. Name of KMP	Designation
1. Mr. Shrikant Shankar Badve	Managing Director
2. Mrs. Supriya Shrikant Badve	Whole-Time Director
3. Mr. Rahul Shashikant Ganu	Chief Financial
4. Mr. Manish Kumar	Company Secretary & Compliance Officer (upto 12 th June, 2026)
5. Mr. Siddhesh Mandke	Company Secretary & Compliance Officer (w.e.f. 14 th June, 2026)

There was no change in the Key Managerial Personnel (KMP) of the Company during the Financial Year 2025-26.

Mr. Manish Kumar - Head of Legal Company Secretary and Compliance Officer of the Company had tendered his resignation on 7 th June, 2026 and the Company had relived Mr. Manish Kumar from his duties w.e.f. close of business hours on 12 th June, 2026.

Pursuant to the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors at its Meeting held on 14 th June, 2026 has approved the appointment of Mr. Siddhesh application with Mandke (Membership No. ACS 20101) as a Company Secretary & Compliance Officer (KMP) and Head of Legal of the Company, under Section 203 of the Companies Act, 2013 (Act) and Regulation 6(1) of Listing Regulations w.e.f. 14 th June, 2026.

The following officials are Key Managerial Personnel of the Company in terms of the provisions of Sections 2(51) and 203 of the Act, as on the date of this Report: Independent Directors and have undertaken due assessment of the veracity of the same.

In the opinion of the Board, the Independent Directors possess requisite expertise, integrity and experience (including proficiency as applicable) as an Independent Director of the Company that enables them to discharge their duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

DISCLOSURE REQUIRED UNDER SECTION 134 (3) (e)

The Board has adopted a Policy framework to Promote Diversity on Companys Board of Directors which sets the criteria on for appointment as well as continuance of Directors, at the time of re-appointment of a director in the Company. As per the policy, the Board has an optimum combination of members with appropriate balance of skill, experience, background, gender and other qualities as required by the directors for the effective functioning of the Board.

Coverage: The policy covers remuneration to Executive, Non-Executive Directors, Key Managerial Personnel.

The Nomination and Remuneration Committee recommends remuneration of the Directors, subject to overall limits set under the Act, as outlined in the Remuneration Policy and other applicable statutes.

The Nomination and Remuneration Policy is available on the website of the Company at BIL_Nomination and Remuneration Policy.pdf

The salient features of this policy are as follows: Philosophy: This policy shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors and Key Managerial Personnel.

Objective: To guide the Board in relation to appointment and removal of Directors and Key Managerial Personnel, to evaluate the performance of the Board members and provide necessary report to the Board for further evaluation of the Board and to recommend to the Board on Remuneration payable to the Directors and Key Managerial Personnel.

BOARD OF DIRECTORS:

In terms of Section 149 of the Companies Act, 2013, the Board of the Company has a proper mix of Executive, Non-executive and Independent Director with right mix of expertise, experience from the diverse areas.

During the year and as on the date of this Boards Report, the Composition of the Board of Directors is as under:

Sr. No. Name of Director	Designation in the Board
1 Mr. Shrikant Shankar Badve	Managing Director
2 Mrs. Supriya Shrikant Badve	Whole Time Director
3 Mr. Ashok Vishnu Tagare	Non-executive Non Independent Director
4 Mr. Dilip Bindumadhav Huddar	Non-executive Independent Director
5 Dr. Girish Kumar Ahuja	Non-executive Independent Director
6 Dr. Milind Pralhad Kamble	Non-executive Independent Director
7 Mrs. Sangeeta Singh	Non-executive Independent Director

Meetings of the Board of Directors:

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance in order to help them plan their schedule. However, in case of special and urgent business needs, approval is taken either by convening Meetings at a shorter notice with consent of the Directors or by passing resolutions through circulation.

During the year under review, the Board met twelve (12) times during the Financial Year, the details of which are given in the Corporate Governance Report which is annexed to this Report and forms part of this Annual Report. The intervening gap between any two meetings were within the period prescribed under the Companies Act, 2013.

All the Board Meetings during the year were conducted through Hybrid Mode.

Confirmation on Integrity, Expertise and Experience of Independent Directors

Your Board of Directors hereby confirm that in their opinion, the Independent Directors of the Company possess the requisite integrity, expertise and experience (including proficiency) required to effectively discharge their duties as Independent Directors of the Company.

CONSTITUTION OF VARIOUS COMMITTEES

The Company has duly constituted the following mandatory committees in terms of the provisions of the Act & Listing Regulations, 2015 read with rules framed thereunder viz.

I. Audit Committee;

II. Nomination and Remuneration Committee; III. Stakeholders Relationship Committee;

IV. Corporate Social Responsibility Committee; V. Risk Management Committee.

The Composition of all above Committees, number of meetings held during the year review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has CSR Prolicy as per the requirement of the Act and the same can be accessed at https:// belriseindustries.com/assets/site/docs/BIL_ Corporate%20Social%20Responsibility%20Policy.pdf. Your Company commits itself to atmost care and assistance for sections of the society in need of such support as evident through CSR initiatives undertaken by the Company such as Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and making available safe drinking water, education and skill development, women empowerment, environmental sustainability etc.,. The details of CSR Policy of the Company and the status of implementation of CSR activities are covered in corporate social responsibility report as an Annexure- II to this report.

The Company has spent an amount of INR 72.895 million for Financial Year 2025-26. The total excess CSR spent during the year was INR 0.01 million. Annual Report on CSR Activities for Financial Year 2025-26 is annexed as Annexure II to this Report.

During the year, the Company had from time to time identified suitable schemes/projects/ programs in accordance with the CSR Policy and the details of such CSR programs and amount spent thereon are placed on Companys website and can be assessed at https://belriseindustries.com/assets/site/docs/BIL_ Corporate%20Social%20Responsibility%20 Policy.pdf.

BANKING AND FINANCE COMMITTEE:

To ease out the Banking and finance related activities of the Company, the Board of Directors of the Company has constituted a Banking and Finance Committee. The Committee looks into the day to day activities related to Banking and Financial matters including but not limited to acceptance of the sanction letters, mortgage deed, release deed, such other activities in relation to availing credit facilities, account opening and closing and change in operations in the various bank accounts etc.

The Composition of the Banking and Finance Committee is given as under

Sr. No. Name of Member	Designation in Committee	Designation in Board
1 Mr. Ashok Vishnu Tagare	Chairperson	Non-executive Non Independent Director
2 Mr. Shrikant Shankar Badve	Member	Managing Director
3 Mrs. Supriya Shrikant Badve	Member	Whole-Time Director

Meetings of Banking and Finance Committee:

During the year under review, the Members of Banking and Finance Committee of Board of Directors met 3 times as per the details given in the Corporate Governance Report and forms part of this Annual Report.

IPO COMMITTEE:

The Board of Directors of the Company has constituted the IPO Committee at its meeting held on 16 th November, 2024 to oversee the IPO activities of the Company. Post IPO and listing of the equity shares of the Company, the Board of Directors of the Company at its meeting held on 2nd June, 2025 has dissolved the IPO

Committee.

The Committee was constituted with following members as under:

Sr. No. Name of Member	Designation in Committee	Designation in Board
1 Mr. Shrikant Shankar Badve	Chairperson	Managing Director
2 Mrs. Supriya Shrikant Badve	Member	Whole-Time Director
3 Mr. Rahul Shashikant Ganu	Officer Member	Chief Financial
4 Mr. Swastid Shrikant Badve	Member	Senior Management Personnel

Meetings of IPO Committee:

During the year under review, the member of IPO Committee met six time (06) as per the details given in the Corporate Governance Report and forms part of this Annual Report.

RISK MANEGEMENT COMMITEE

The Board of Directors of your Company are of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

COMMITTEE OF INDEPENDENT DIRECTORS:

The Board of Directors of the Company at its meeting held on 16 th November, 2024 has constituted Committee of independent Directors in relation to proposed public issue and completion of various legal, statutory and procedural formalities, including price band advertisement and other matters incidental thereto.

The composition of the Committee of Independent Director is as under:

Sr. No. Name of Member	Designation in Committee	Designation
1 Dr. Girish Kumar Ahuja	Chairperson	Non-Executive Independent Director
2 Mr. Dilip Bindumadhav Huddar	Member	Non-Executive Independent Director
3 Dr. Milind Pralhad Kamble	Member	Non-Executive Independent Director
4 Mrs. Sangeeta Singh	Member	Non-Executive Independent Director

Meetings of Committee of Independent Directors:

During the year under review, the members of the committee of independent directors met two (2) times as per the details given in the Corporate Governance Report and forms part of this Annual Report.

MEETING OF INDEPENDENT DIRECTORS:

During the year under review, as per Schedule IV of the

Companies Act, 2013 a meeting of the Independent Directors was held on 31 st January, 2026. Primarily to discuss matters mentioned under the said schedule.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

The Board has formulated Board evaluation policy for evaluation of individual directors as well as entire Board and Committees thereof. The evaluation framework is divided into parameters based on various performance criteria. The evaluation process for the Calendar Year ended on 31 st December, 2025 has been carried out.

Performance evaluation of Directors shall be done by the entire Board (excluding the director being evaluated).

Performance of the Board is evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, its contribution in effective management of the Company, etc. Based on the assessment, observations on the performance of the Board are discussed and key action areas for the

Board, Committees and Directors are noted. During the period under review, the annual performance evaluation of the Board, its Committees and individual Directors for the calender year ended on 31 st December, 2025 was conducted. The Independent

Directors carried out annual performance evaluation of the non-independent directors and the Board as a whole. The Chairperson of the respective Committees shared the report on evaluation with the Chairperson of respective Committees. The performance of each Committee was evaluated, based on the report of evaluation received from the respective Members. A consolidated report was shared with the Chairperson of the Board Meeting held on 31 st January, 2026 for his review and feedback was given to each Director.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5)(c) of the Companies Act, 2013, Directors confirm that

(i) in the preparation of the annual accounts for the year ended 31 st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 of the Company for that period;

(iii) 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;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

AUDITORS:

A) STATUTORY AUDITORS:

M/s. GSA & Associates LLP-Chartered Accountants, (LLPIN: AAS-8863 and ICAI Firm Registration Number - 00257N / N500339) were appointed for their second term as Statutory Auditors of the Company by the Shareholders at its 25 th Annual General Meeting held on September 17, 2021 for a period of 5 years i.e. upto conclusion of the 30 th Annual General Meeting.

The second term of appointment M/s. GSA & Associates LLP is getting expired on ensuing 30 th Annual General Meeting and according to Section 139(2) no listed company shall appoint or re-appoint an audit firm as an auditor for more than two terms of five consecutive years hence the Company is required to appoint Statutory Auditors at the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company (the Board), at its meeting held on 08 th September, 2026, considering the experience and expertise and based on the recommendation of the Audit Committee, has proposed to the Members of the Company, appointment of M/s. Shailesh Haribhakti & Associates-Chartered Accountants, Mumbai (Firm Registration No. 148136W) and M/s. Rathi Rathi and Co., - Chartered Accountants, Pune (Registration No. 135143W as Joint Statutory Auditors of the Company in place of GSA & Associates LLP at an audit fees of INR 4,000,000/- (Rupees Forty Lacs Only) p.a. and INR 4,000,000/- (Rupees Forty Lacs Only) p. a. respectively excluding taxes plus out of pocket expenses, if any for the first term of 5 (five) consecutive years commencing from Financial Year 2026-27 to Financial Year 2030-31 who shall hold office from conclusion of 30 th Annual General Meeting till the conclusion of 35th Annual General Meeting of the Company to be held in the Financial Year 2031-32.

The details of propose joint statutory auditors are given in notice of AGM.

The Statutory Auditors Report on the Financial Statements for the Financial Year ended on 31 st March, 2026, does not contain any qualification, reservation, adverse remark or disclaimer.

B) 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, and Regulation 24A of the Listing Regulations, 2015 the M/s. Makarand Lele & Co., Practicing Company Secretaries, (Pune) (Firm Registration Number P2025MH104000), Peer Review Number 6616/2025 had been appointed as a Secretarial Auditor of the Company for a period of 5 years commencing from 1st April, 2025 to 31 st March, 2030 which was approved by the Members of the Company at the 29 th Annual General Meeting held on 23 rd September, 2025.

In terms of provisions of sub-section 1 of Section 204 of the Companies Act, 2013, the Company has obtained the Secretarial Audit Report from the Secretarial Auditor in Form MR-3 for the period under review and annexed it to this Report.

C) COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Companies (Cost Records and Audit) Rules, 2014, the Companies (Audit and Auditors) Rules, 2014 (including amendments thereto from time to time) and such other provisions as may be applicable, based on the recommendation of Audit Committee, the Board of Directors has approved the appointment of M/s. Rajput & Associates cost Accountant (Registration no. M- 103903) as Cost Auditor of the Company for the Financial Year 2025-26 at a remuneration of INR 3 lacs plus GST and reimbursement of out of pocket expenses (if any) which were ratifiedby the shareholders in their 29 th Annual General Meeting held on 23 rd September, 2025.

The Board has approved the appointment of M/s. Rajput & Associates, cost Accountant (Registration no. M- 103903) for 2026-27 based on the recommendation of the Audit Committee at a remuneration of INR 3 lacs plus GST and reimbursement of out of pocket expenses (if any) subject to ratification shareholders at the ensuing AGM.

EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER IN AUDITORS REPORT:

The following observations have been raised by the Secretarial Auditor in their Secretarial Audit Report for the Financial Year 2025-26 and the explanations / comments provided by the Board of Directors thereto are as under:

1. The Company could not appoint at least one Independent Director on the board of its material subsidiary incorporated in Dubai during the review period, as required under Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - The said material subsidiary does not have requirement of forming a Board of Directors under the applicable laws of Dubai.

2. The Company delayed the submission of Annual Report for the Financial Year ended 31 st March, 2025 to the Stock Exchange(s) under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by a few minutes and Stock Exchange(s) levied fine on the Company for such delay. - The Board instructed to adhere to the time lines prescribed under Regulation in future and noted payment of fine to the Stock Exchange(s).

3. The Company has not properly maintained the

Structured Digital Database (SDD) and has not fully complied with the applicable requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, during the review period. The Board instructed to upgrade existing software which would ensure proper maintenance of the Structured Digital Database and compliance under SEBI (Prohibition of Insider Trading) Regulations, 2015.

4. The Company has not complied with the provisions of Section 124(2) of the Act with respect to placing the details of unpaid dividend on its website, as required thereunder. - The Board noted that the Company had opened Dividend Account with Bank of Maharashtra, who could not provide unpaid dividend details and hence the Company could not comply with the said provision, the Board instructed to open Dividend Account in future with another Bank who would provide unpaid dividend details.

5. In respect of certain loans availed by the Company from banks, the registration, modification and/ or satisfaction of charges on the assets of the Company, as applicable under Section 77 of the Act, is yet to be completed. The Board noted that in few cases the Company could not get no dues certificates in time. The Board instructed to get required documents for modification and or no dues certificates in case of satisfaction of charges, in time to ensure the said compliance.

EVENTS OCCURRED AFTER AUDIT PERIOD:

A. On 18th March, 2026, Belrise UK Holdings, a second step-down wholly owned subsidiary of our Company, entered into a share purchase agreement (SPA) for the acquisition of 100% of the outstanding equity interest in Chester Hall, a United Kingdom-based precision engineering group, for a total consideration of £13.2 million. Chester Hall is engaged in the manufacturing, supply and sale of parts, components and systems, including aero structures, aero-engine components and satellite parts, catering to the aerospace, aviation, space and defence industries. Subsequent to the execution of the SPA, the closing formalities were completed on 4 th April, 2026. Pursuant to the terms of the SPA, an amount of ? 11.22 million, being the first tranche of the consideration, was paid to the sellers.

B. In July, 2026, the Company successfully raised INR 17,000 million through a Qualified Institutions Placement (QIP) and 7,72,72,727 equity shares issued & alloted pursuant to the QIP which were listed on the Stock Exchanges on 20 th July, 2026. The proceeds from the QIP are proposed to be utilized towards repayment of debt, funding long-term working capital requirements, pursuing inorganic growth opportunities, and for general corporate purposes.

C. Strategic Acquisition: Hyva India Tipper Body Business

In August 2026, Belrise Industries Limited successfully completed the acquisition of Hyva India Private Limiteds (Hyva India) Tipper Body Business, a subsidiary of JOST Werke SE, for a total consideration of approximately USD 5.65 million by entering into business transfer agreement. The transaction, valued at an EV/ EBITDA multiple of 3.60x, represents a significant milestone in Belrises journey towards becoming a Tier-0.5 supplier within the commercial vehicle ecosystem.

This acquisition strengthens Belrises presence in high-growth sectors such as construction, mining, defense, and infrastructure, while enhancing our customer portfolio with the addition of a key European commercial vehicle OEM. Hyva Indias Tipper Body Business, with its strong engineering capabilities and established relationships with all of Indias top five commercial vehicle OEMs, delivered an EBITDA of USD 1.57 million in CY 2025 and achieved a ROACE of ~20%, underscoring its operational efficiency and profitability.

With three strategically located manufacturing facilities in Pune, Jamshedpur and Bangalore this acquisition complements Belrises existing footprint and reinforces our commitment to delivering integrated, safety-critical, and advanced engineering solutions. It aligns seamlessly with our long-term vision of becoming a diversified, global mobility solutions provider, while ensuring a smooth transition for customers, employees, suppliers, and partners.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

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

The particulars, as prescribed under Section 134(3)(m) of the Act, read with applicable Rules, are enclosed as an Annexure I to the Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS:

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Act, are detailed in Note No.8, 9, 10 and 35 of audited financial statements for the Financial Year ended on 31 st March, 2026.

DEPOSITS:

During the year under review the Company has not invited, accepted or renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and Company does not have any outstanding deposits falling within the purview of section 73 to section 76 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into by the Company with related parties were in the ordinary course of business and on an arms length basis. Each of these transaction was reviewed by the Audit Committee prior to being entered into and where necessary, was approved by the Board of Directors.

In respect of the transactions of a repatative nature, an omnibus approval was obtained from the

Audit Committee. The Company has not entered into material transactions during the Financial Year 2025-26.

At every quarterly meeting, the Audit Committee reviews the transactions that were entered into during the immediately preceding quarter. Details of related party transactions have been disclosed under Note NO. 41 to the financial statements. Details of the same are also reproduced in Form AOC-2 which is attached as an Annexure IV to this Report.

The Companys Policy on transactions with related parties as approved by the Board is also available on the website of the Company at Policy on Materiality of RPT BELRISE 15012024.pdf

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has adequate internal controls over financial reporting on criteria or considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India with reference to the Financial Statements commensurate with the size, scale and complexity of operations and the nature of its business.

The members of the Audit Committee have evaluated the effectiveness of internal financial of the Company pertaining to financial statements, reviewed major transactions and no reportable material weaknesses in the design or operation were observed. The Company has established Internal Financial Controls and the Statutory Auditors of the Company has shown their satisfaction on the effectiveness on the same.

EXTRACT OF ANNUAL RETURN:

A copy of the annual return as provided under subsection (3) of section 92 of the Companies Act, 2013 (the Act), in the prescribed form, is be hosted on the

Companys website and can be accessed at https:// belriseindustries.com/investor-relation#annual-return.

VIGIL MECHANISM:

The Company has established a Vigil Mechanism for directors and employees to report their genuine concerns and to provide adequate safeguards against victimization of persons who use such mechanism. During the period under consideration, the Company has not received any complaints or concerns.

Pursuant to the provisions of Section 177(9) of the

Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the website of the Company can be assessed at https://belriseindustries.com/assets/site/ docs/BIL_Whistle-Blower%20Vigil%20Mechanism. pdf.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

As on 31 st March, 2026 the Company has three wholly owned subsidiary(s) as under:

a) Badve Engineering Trading FZE, wholly owned material subsidiary in Dubai, UAE (Badve FZE). Badve FZE is engaged in carrying on business in the area of the Free Zone as specified RAK Economic Zone Authority and to exercise all acts and conclude all legal actions necessary for the practice of its activities and realization of its objects.

Badve FZE, recorded revenue of INR 17,744.43 million during the Financial Year 2025-26, compared with INR 16,970.09 million in Financial Year 2024-25, representing a growth of 4.56%.

The subsidiary remained a significant to the Companys consolidated performance, accounting for 18.66% of consolidated revenue during the Financial Year 2025-26. Revenue growth during the fourth quarter was impacted by geopolitical developments in the region, which affected business activity during the period. Notwithstanding these near-term headwinds, the business continued to maintain its scale and remained an important contributor to the Companys overall performance.

As per laws of land of Dubai, UAE, conducting of Secretarial Audit is not mandatory, hence Secretarial Audit report of Badve Engineering Trading FZE is not attached to this Report, although it is a material subsidiary.

b) H-One India Private Limited, wholly owned subsidiary, India.(w.e.f. 30th June, 2025) (H-One India) is engaged in carring on the business of manufacturing, producing, fabricating, assembling, importing exporting, buying, selling stocking, supplying distributing, wholeselling, and retailing, repairing, servicing and storing in Union of India of those body building, chassis, frames, components, parts, spares, accessories, fittings, tools, assemblies and subassemblies and all articles and things which are used, incorporated, installed, fitted, attached, assembled or required in the manufacture, production, fabrication, assembly, repair and service of automobiles and other vehicles and conveyances of all kinds and descriptions suitable for propulsion on land, whether propelled, moved, drawn or assisted by means of motor or any mechanical devise, using any form or energy whatsoever, whether conventional or unconventional etc.

H-One India was acquired pursuant to a Share Purchase Agreement dated 28 th March 2025 and, consequently, in the had license no issued revenue by contribution to the consolidated financial statements for FY 2024-25. During FY 2025-26, H-One India recorded revenue of INR 2,092.60 million, contributing 2.20% to the Companys consolidated revenue. The acquisition further strengthened Belrises presence in the automotive component industry, specially in the 4-wheeler segment and expanded its customer and product portfolio.

c) Belrise Defence & Aerospace Private Limited, a wholly owned subsidiary, India, (w.e.f. 28 th August, 2025) (Belrise Defence). Belrise Defence carries on the designing, developing, analyzing, simulation, engineering, manufacturing, integrating, testing, commissioning, validating, fabricating, erecting, installing, remodeling, delivering, assembling, repairing, refurbishing, upgrading, overhauling, hiring, supporting, distributing, marketing, buying, selling, importing, exporting, services and trading in all types & varieties, descriptions, specifications, of engineering and technological products, Systems, Sub-Systems, equipment, cameras, armaments, tools, machines and Components used in Defence and Space sector for applications such as Rocket & Missile, Electronic warfare & surveillance, Battle tanks & armored vehicles, other Land systems, Arms & ammunitions, Naval systems, Space Research & Exploration, Manned and Unmanned vehicles for marine, land and air & Counter UAVs etc. and commissioning systems, projects comprising of technologies involving

Mechanical, Optical, Electrical, Electronic, Software & other technologies required for Defence, Space, Aerospace and allied industry, by contact or non-contact method, with in house or out-sourced facilities.

Belrise Defense & Aerospace Private Limited and Belrise SDM SAS were incorporated towards the end of FY 2025-26 and, accordingly, did not contribute to the consolidated revenue of the Company during the year.

Further as on date of this Annual Report the Company has two Step-down Subsidiary namely:

a) Belrise UK Holdings Limited (Belrise UK), 167-169 Great Portland Street, 5th Floor London W1W SPF England. Belrise UK carries on the business of manufacturing air and spacecraft and related machinery.

b) Belrise SDM (Belrise SDM), 286 boulevard de la Republique, ZAI Cite du Plat Rio 62232 Annezin. Belrise France carried on activities related to engineering, mechanical, optical, electrical, and electronic technologies, software, and other technologies necessary for defense, space, aerospace, and related industries.

There are no associate or Joint Venture companies within the meaning of Section 2(6) of the Companies

Act, 2013 (Act). Further, there has been no material change in the nature of business of the subsidiaries during the Financial Year 2025-26. No subsidiary, joint venture or associates has ceased during the year. The policy for determination of material subsidiary is available on companys website at Companys and applications website can be assessed at https://belriseindustries. com/assets/site/docs/Policy%20on%20Materality%20 of%20RPT%20BELRISE%2015012024.pdf

The Report on the performance and position financial of the above three subsidiary companies, in Form AOC-1 pursuant to first proviso to sub- section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is annexed as

Annexure IV to this Report.

The audited financial statements of Badve Engineering Trading FZE, H-One India Private Limited and Belrise Defence & Aerospace Private Limited being subsidiary Companies of the Company are available on Companys website can be assessed at https://belriseindustries.com/investor-relation financial-results

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURE:

Details as required under the provisions of section 197(12) of the Act, read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended are annexed to this Report as Annexure III.

The percentage increase in the median remuneration and details of top ten employees in terms of the remuneration and employees in receipt of remuneration as required under the provisions of section 197(12) of the Act, read with rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Boards Report.

SECRETARIAL STANDARDS:

The Company complied with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

SEGEMENT REPORTING:

Your Company is engaged and focused on single activity of auto components manufacture and is a tier 1 supplier to the major Original Equipments Manufacturer (OEMs).

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the Senior Managerial with the Code. Personal have

The said Code of Conduct is available on Companys website can be assessed at https://belriseindustries. com/investor-relation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34 read with Para B of Schedule V of the Listing Regulations, 2015, Management Discussion and Analysis Report (MDA) is attached as a separate section forming part of the Annual Report. The MDA details on operations and a view on the outlook for the current year and future.

Pursuant to Listing Regulations, 2015 on report of Corporate Governance, Auditor certificate on Corporate Governance, Certificate pursuant to Schedule V read with Regulation 34 (3) and the Declaration by Managing Director regarding with the Companies Code of Conduct is annexed with this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report of your Company for Financial Year 2025-26 as required under Regulation 34(2)(f) of the Listing Regulations, 2015 is annexed to this Report.

The Business Responsibility and Sustainability Report is available on Companys website can be assessed at https://belriseindustries. com/investor-relation.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION REPORT:

Your Company has complied with the applicable environmental laws and labour laws. Your Company has 20 operational plants including its subsidiary(s). The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS:

During the period under review, the Company has not received any order passed by the Regulator or Courts or Tribunals impacting the going concern status and companys operations in 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 FY 2025 26:

During the year under review, no application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

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:

During the year under review, the Company has not entered into any One Time Settlement with any Bank or Financial Institution and accordingly, the requirement to disclose valuation differences does not arise.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is gender neutral.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee (ICC) to address complaints pertaining to sexual harassment, if any. The Company continues to regularly conduct awareness programs and training sessions to ensure sensitization among employees and compliance with the POSH Act, 2013:

The number of sexual harassment complaints received during the Financial Year: 0 Number of such complaints disposed of during the Financial Year: N.A. Number of complaints pending for a period exceeding ninety days: Nil No of Workshops conducted during the year: 26

STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

During the period under review the Company is in compliance with respect to the provisions relating to the Maternity Benefits Act, 1961.

CASH FLOW:

a) The audited financial statements i.e. balance sheets, profit and loss accounts etc., both standalone and consolidated together with the report of auditors thereon with unmodified opinion are included and attached to this report.

b) Cash Flow Statement for the Financial Year ended on 31 st March 2026 is attached to the Balance sheet.

Contact Details of Debenture Trustee and Registrar & Transfer Agent a) name of the debenture trustees and Registrar and Transfer Agent with full contact details is given hereunder:

Debenture Trustee	Registrar & Transfer Agent
IDBI Trusteeship Services Limited	MUFG Intime India Private Limited
Universal Insurance Building, Ground Floor,	C 101, 247 Park, L.B.S Marg,
Sir P.M. Road, Fort, Mumbai 400 001	Vikhroli West, Mumbai,
Contact Person: Mr. Prasad Tilve	Maharashtra 400083
Email: Prasad.Tilve@idbitrustee.com Website:	Email: rnt.helpdesk@inmpms.mufg.com
www.idbitrustee.com	Website: in.mpms.mufg.com

b) Related party disclosures as specified in Para A of Schedule V are being made in the Financial Statements of the Company disclosures, as applicable, in related notes to accounts forming part of the financial statements included in this report.

DESIGNATED PERSON TO PROVIDE INFORMATION TO REGISTRAR:

In accordance with Rule 9 of the Companies (Management and Administration) Rules, 2014 as amended vide the Companies (Management and Administration) Second Amendment Rules, 2023, and such other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, the Company Secretary of the Company is the deemed Designated Person and has been authorized for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to Beneficial Interest in shares of the Company.

CAUTIONARY STATEMENT:

Statements in this BOARDS Report and Annexure may contain forward looking statements within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied. Various factors including commodity prices, cyclical demand, changes in Government regulations, tax laws, general economic development could all have a bearing on the Companys operations and would impact eventual results.

ACKNOWLEDGEMENT:

The Board of Directors of the Company acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers, financial institutions, government and other agencies. Your Directors thank the customers, vendors and other business associates for their continued support in the Companys growth.

Your Directors also wish to place on record their appreciation to the contribution made by the employees and workers of the Company, because of which, the Company has achieved impressive growth through the competence, hard work, solidarity and co-operation at all levels. The Board would like to place its sincere gratitude to its valued shareholders for their continued support to the Company and its trust and confidence on the Board of Directors.

For and on Behalf of the Board of Directors
For Belrise Industries Limited

Sd/-	Sd/-
Shrikant Shankar Badve	Supriya Shrikant Badve
Managing director	Whole Time Director
DIN: 00295505	DIN: 00366164

Date: 8 th September, 2026
Place: Pune