Belrise Industries Ltd Directors Report

To

The Members,

Belrise Industries Limited

Your Directors take great pleasure in presenting their Twenty Ninth (29 th ) ANNUAL REPORT together with the

Audited Standalone and Consolidated financial statements of your Company for the year ended 31 st March, 2025.

1. FINANCIAL SUMMARY:

The Financial Results of the Company for FY 2024-25 are summarized as under:

(Amt. in Millions)

	Standalone		Consolidated
Particulars
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	65,938.07	60,325.47	82,908.16	74,841.00
Other Income	647.76	741.87	616.31	714.33
Total Income	66,585.83	61,067.34	83,524.48	75,555.32
& Tax Profit	9,799.87	9,176.46	10,827.71	9,998.75
Less: Finance Cost	2,281.27	2,271.21	3,074.39	2,902.42
Less: Depreciation & Amortization Exp.	3,292.51	3,207.34	3,297.56	3,213.94
Profit/(Loss) Before Tax & Exceptional Items	4,226.09	3,697.91	4,455.76	3,882.39
less: Exceptional Item	0.00	122.60	0.00	122.60
Profit/(Loss) Before Tax	4,226.09	3,575.31	4,455.76	3,759.79
Less: Tax Expenses
Current Tax	927.30	776.00	927.30	776.00
Deferred Tax	(78.58)	(173.27)	(78.58)	(173.27)
Excess/(Short)provision Income Tax	52.60	18.96	52.60	18.96
Net Profit/ (Loss) after Tax	3,324.76	2,953.63	3,554.43	3,138.10
Add: Other Comprehensive Income	(5.96)	(149.04)	(5.96)	(149.04)
er Tax aft Netprofit	3,318.79	2,804.59	3,548.47	2,989.07
Balance carried forward to Balance Sheet	3,318.79	2,804.59	3,548.47	2,989.07
Earnings Per Share (EPS) Basic/Diluted (INR)	5.11	4.54	5.46	4.82

2. STATE OF COMPANY AFFAIRS, OPERATIONS y AND FUTURE OUTLOOK:

During the year under consideration, your

Company has achieved revenue from manufacturing operation of INR 65,938 millions as compared to the revenue from operation of INR 60,326 millions of previous year. Thereby registering an increase of revenue by more than 9.30%.

The Company earned Profit after Tax of INR 3,319 ely boost the performance ofdefinit review, as millionsforthe against the Profit after Tax of INR 2,805 millions profitabilit previous compared with the year registering an overall increase of 18.33% which is quite significant wealth creation. Your Company management is confident of coming years.

The Management is very delighted to inform that, the Company earned very good orders and various new projects are in pipeline, which will

Company in near future. The Company is also setting up and revamping facilities in Chennai and Rajasthan.

Considering the growth in government initiatives and encouragement in implementation of environment supportive policies in electronic vehicle business, the Company is exploring new business ideas in EV business, identifying the favorable conditions for the growth it surly be a game changer in coming days.

Your Directors are pleased to inform you that in the beginning of FY 2025-26, the Company raised 21500 millions in Initial Public Offering ( "IPO" ), as per the object of the offer 75% of the IPO proceeds was used for payment, pre payment of certain debts of the Company and whereas 25% was retained for General and Corporate Purposes ( "GCP" ) and the equity shares of the Company listed on NSE and BSE (the " Exchanges " ) on 28 th May, 2025.

3. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business of the Company.

4. DIVIDEND:

The Board of Directors of the Company, considering the Company s future project and business expansions, has decided to recommend final dividend of 11 %, which is INR 0.55 per share for FY 2024-25 subject to approval of the Members in 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 " ). 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 Policy is available on the website of the Company at https://belriseindustries. com/assets/site/docs/BIL_Policy%20for%20 Dividend%20Distribution.pdf

5. CHANGES IN CAPITAL OF THE COMPANY:

During the period under consideration there were no changes in the Capital structure of the Company. At the financialyearended31 st March, 2025, the capital structure of the Company stood as under:

Authorized Share Capital	Amounts (in millions)
90,00,00,000 Equity shares of INR 5/- each	4,500.00
Issued Share Capital:
650,990,304 Equity shares of INR 5/- each	3,254.95
Subscribed Share Capital:
650,990,304 Equity shares of INR 5/- each	3,254.95
Paid-up Share Capital:
650,990,304 Equity shares of INR 5/- each	3,254.95

6. TRANSFER TO RESERVES:-

In view of the further growth plan and planned investments of the Company, Your Directors have decided to transfer INR 3,318.79 million of Profit after Tax of the year under review for future expansion and propose to transfer to the General Reserves of the Company.

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

During the period under review, the Company has issued and allotted 22,000 unlisted, unrated, secured, non-convertible debenture having a face value of INR 100,000/- (Indian Rupees One Hundred Thousand only) each of the aggregate value up to INR 2,200,000,000/- (Indian Rupee Two Billion Two Hundred Million only) on dated 24 th 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, 2025.

Security Details (ISIN)	Security Description	Due date of payment of interest and principle	Date of actual payment of interest	Interest paid up to
INE894V07060	Unlisted NCDs	24th March, 2027	24 th June, 2025	24 th June, 2025

Redemption of outstanding NCDs:

The Company has made timely payment of interest and repayment of principle in respect of the Rated, Listed, Secured, Redeemable Non-Convertible Debentures ( "NCDs" ), which was due on 29 th August, 2024 and 23rd December, 2024 respectively and same has been redeemed as under:

Security Details (ISIN)	Security Description	Due date of payment of interest and principle	Date of actual payment of interest and principle	Interest paid up to
INE894V07045	Tranche 3 NCDs	29 th August, 2024	29 th August, 2024	29 th August, 2024
Scrip: 973411
INE894V07052	Tranche 4 NCDs	23rd December, 2024	23rd December, 2024	23rd December, 2024
Scrip: 973678

During the period under review, the Company has fully redeemed tranche 3 and tranche 4 NCDs as per redemption date and accordingly the Company has been unlisted debt Company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the period under review the Company has signed Share Purchase Agreement ( "SPA" ) dated 03rd March, 2025 with H-One India Private Limited and H-One Company Limited, Japan for acquisition of 99.99% of the paid-up share capital of H-One India Private Limited.

Further, the Company has signed an amended and a restated Share Purchase Agreement ( "SPA" ) dated 27th March, 2025 with H-One India Private Limited and H-One Company Limited, Japan for acquisition of H-One India Private

Limited to be acquired in two tranches.

The Company has successfully concluded acquisition of 23,52,26,155 number of equity shares of H One India Private Limited of face value of INR 10 each amounting to 93.37% of the equity capital as on 28 th March, 2025 and same stands at

31st March, 2025. Accordingly, H-One India Private Limited has been a subsidiary Company of the Company w.e.f. 28 th March, 2025.

Further, the Company has acquired the balance 1,66,91,010 equity shares representing

6.63% percent acquired on 30 th June, 2025 and consequently H-One India Private Limited has become wholly owned subsidiary on 30 th June, 2025.

Further, the Board of Directors of the Company and H One India Private Limited has given in principal approval for the amalgamation of H

One India Private Limited with the Company.

9. DIRECTORS/KEY MANAGERIAL PERSONNEL: a. Reappointment of Mr. Dilip Bindumadhav Huddar as Non-Executive Independent Director of the Company:

Mr. Dilip Bindumadhav Huddar (DIN: 07608615) was appointed as Director (Non-Executive Independent) of the Company w.e.f. 22nd June, 2019 (original appointment date), who s term of 5 years was completed, and based on the recommendation of the

Nomination and Remuneration Committee of the Company in their meeting held on 14 th Augus, 2024 proposed reappointment of Mr. Dilip Bindumadhav Huddar (DIN: 07608615) as Non-Executive Independent Director for second term of five consecutive years w.e.f. 30th September, 2024 which was approved by the members in their 28th Annual General Meeting held on 30th September, 2024 until

29 th September, 2029. b. Appointment of Non-Executive Independent

Director:

The Board of Directors of the Company has appointed Mrs. Sangeeta Singh (DIN

10593952) as Additional Non-Executive Independent Director of the Company in their meeting held on 07 th October, 2024 based on the recommendation of

Nomination and Remuneration committee of the board of directors of the Company in their meeting held on 07th October, 2024.

Further, the members of the Company has regularized her appointment in their Extra Ordinary General Meeting held on 18 th November, 2024. c. Cessation of term of Non-Executive Independent Director:

Mr. Anant Ramkrishna Sathe (DIN:00154924) Non-Executive Independent Director of the Company has completed his two consecutive terms as independent Director of the Company on 25 th January, 2025.

The Board acknowledges the contribution, services and efforts rendered and guidance provided by Mr. Anant Ramkrishna Sathe during his tenure as a non-executive Independent Director of the Company

10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declarations, under section 149(7) of the Companies Act 2013, from its Independent Directors that he/they meets/meet the criteria of Independence laid down in Section 149(6) of the Act.

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.

11. BOARD OF DIRECTORS:

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

During the year, 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. Anant Ramkrishna Sathe	Non-executive Independent Director
	(Cession w.e.f. 25 th January, 2025)
5 Mr. Dilip Bindumadhav Huddar	Non-executive Independent Director
7 Dr. Girish Kumar Ahuja	Non-executive Non Independent Director
8 Dr. Milind Prahlad Kamble	Non-executive Independent Director
9 Mrs. Sangeeta Singh	Non-executive Independent Director
	(Appointed w.e.f. 07th October, 2024)

Meetings of the Board of Directors:

During the year under review, the Board met Nine (09) times during the financial year, the details of which are given in the " Corporate Governance Report Annexure V " and forms part of this Annual Report. The intervening gap between any two meetings were within the period prescribed under the Companies Act, 2013.

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.

Further, pursuant to the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, During the year under review, the Board appointed Ms. Sangeeta Singh as a Non-Executive Independent Director of the Company. The Board further confirms that in its opinion, the integrity, expertise and experience (including proficiency) of Ms. Sangeeta Singh is commensurate with the role and responsibilities of an Independent Director.

12. AUDIT COMMITTEE:

The Company has a duly constituted and reconstituted Audit Committee. The composition of the Audit Committee of the Board pursuant to Section 177(2) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 is given as under:

Sr. No Name of Member	Designation in Committee	Designation in Board
1. Dr. Girish Kumar Ahuja	Chairman	Non-Executive Independent Director
		w.e.f 13 th February, 2025
2. Mr. Dilip Bindumadhav Huddar	Member	Non-Executive Independent Director
3. Mr. Ashok Vishnu Tagare	Member	Non-Executive Non -Independent
		Director
4. Mr. Anant Ramkrishna Sathe	Chairman	Non-Executive Independent Director up
		to 25 th January, 2025*

*Cessation on completion of two terms of five years each.

Meetings of Audit Committee:

During the year under review, the Members of the Audit Committee of the Board of Directors met six (06) times during the reporting Financial Year given in the " Corporate Governance Report Annexure V " and forms part of this Annual Report.

13. NOMINATION AND REMUNERATION COMMITTEE:

The Company has a duly constituted and reconstituted Nomination and Remuneration Committee comprising proper mix of Non-executive and Independent Directors. The composition of the Nomination and Remuneration Committee of the Company for FY 2024-25 is as under:

Sr. No Name of Member	Designation in Committee	Designation in Board
1 Mr. Dilip Bindumadhav Huddar	Chairman	Non-executive Independent Director
2 Dr. Milind Pralhad Kamble	Member	Non-executive Independent Director
		w.e.f. 13 th February, 2025
3 Mr. Ashok Vishnu Tagare	Member	Non-executive Non Independent Director
2 Mr. Anant Ramkrishna Sathe	Member	Non-executive Independent Director up
		to 25 th January, 2025*

Meetings of Nomination and Remuneration Committee:

During the year under review, the members of the Nomination and Remuneration Committee met four (04) times during the reporting Financial Year given in the " Corporate Governance Report " and forms part of this

Annual Report.

14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has constituted and reconstituted the Corporate Social Responsibility ( "CSR" ) Committee had formulated and recommended a Corporate Social Responsibility Policy to the Board of the Company, which was subsequently adopted by it and is being implemented by the Company. The content of CSR Policy of the Company is placed on Companys website at https://belriseindustries.com/investor-relation#corporate-governance.

The composition of the CSR committee of the Board is as under:

Sr. No Name of Member	Designation in Committee	Designation in Board
1 Mrs. Supriya Shrikant Badve	Chairperson	Whole-Time Director
2 Dr. Milind Pralhad Kamble	Member	Non-Executive Independent Director w.e.f.
		13 th February,2025
3 Mr. Ashok Vishnu Tagare	Member	Non-Executive Non-Independent Director
2 Mr. Anant Ramkrishna Sathe	Member	Non-Executive Independent Director until
		25 th January, 2025*

*Cessationoncompletionoftwotermsoffive years each.

Meetings of Corporate Social Responsibility

Committee:

During the year under review, the Members of Corporate Social Responsibility Committee of Board of Directors has met 3 times during the reporting Financial Year the details is given in the

" Corporate Governance Report " and forms part of this Annual 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 is placed on Companys website at https://belriseindustries.com/assets/site/docs/ BIL_Corporate%20Social%20Responsibility%20 Policy.pdf.

The Company has spent an amount of INR 62.02 millions out of the total post set off CSR obligation of INR 61.86 millions for FY 2024-25. The total excess CSR spent during the years was INR 0.16 millions. The Annual Report on CSR Activities for FY 2024-25 is annexed as Annexure II to this

Report.

15. BANKING AND FINANCE COMMITTEE:

To ease out the Banking and finance related working of the Company, the Board of Directors of the Company have a " Banking and Finance

Committee". The Committee looks into the day to day issues related to Banking and Financial matters including but not limited to acceptance of the sanction letters, authorization to purchase any property, change in operations in the various bank accounts, investments, 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	Chairman	Non-executive Non Independent Director
2 Mr. Shrikant Shankar Badve	Member	Managing Director
3 Mrs. Supriya Shrikant Badve	Member	Executive Director

Meetings of Banking and Finance Committee:

During the year under review, the Members of Banking and Finance Committee of Board of Directors met 13 times during the reporting Financial Year the details is given in the " Corporate Governance Report " and forms part of this Annual Report.

16. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted the Stakeholders Relationship Committee on dated 09 th November, 2023 for better Corporate Governance and also in compliance of with and Regulation 20 and other applicable provisions, if any of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, each as amended ( " SEBI Listing Regulations " ).

The Composition of the Stakeholders Relationship Committee was as under:

Sr. No Name of Member	Designation in Committee	Designation in Board
1 Mr. Ashok Vishnu Tagare	Chairman	Non-executive Non-Independent Director
2 Mr. Dilip Bindumadhav Huddar	Member	Non-executive Independent Director
3 Dr. Milind Pralhad Kamble	Member	Non-executive Independent Director
4 Mr. Anant Ramkrishna Sathe	Member	Non-executive Independent Director
		until 25 th January, 2025*

Meetings of Stakeholders Committee:

During the year under review, the Members of Stakeholders Committee of Board of Directors met one time (01) during the reporting Financial Year and the details are given in the " Corporate Governance Report " and forms part of this Annual Report.

17. FUNDRAISING COMMITTEE:

The Company has constituted the Fund Raising Committee on dated 09 th November, 2023 inter alia but not limited to analyze different modes of fresh issuance of the equity shares (the " Equity Shares " ) and other funds by debt, Private Equity, Venture capital etc., either in India or in the course of international offering(s) in one or more foreign markets. Further, the Board of Directors of the Company in their meeting held on 16 th November, 2025 has dissolved the Fund Raising Committee.

The Composition of the Fund Raising Committee was 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	Executive Director
3 Mr. Swastid Shrikant Badve	Member	Senior Management Personnel
4 Mr. Arun Kumar Mallik	Member	Vice President Finance
5 Mr. Rahul Shashikant Ganu	Member	Chief Financial Officer

During the year under review, there was no meeting of the fund raising committee.

18. IPO COMMITTEE:

The Board of Directors of the Company has constituted the IPO Committee in 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 in their meeting held on 2 nd 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	Executive Director
3 Mr. Rahul Shashikant Ganu	Member	Chief Financial Officer
4 Mr. Swastid Shrikant Badve	Member	Senior Management Personnel

Meetings of IPO Committee:

During the year under review, there was no meeting of the IPO Committee.

19. RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company has constituted and reconstituted Risk Management Committee for better Corporate Governance in its meeting held on in their meeting held on 16th November, 2024and in compliance of with the Regulation 21 and other applicable provisions, if any of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ( " Listing Regulations " ) prior to filing of the draft red herring prospectus in relation to the Issue.

The composition of the Risk Management Committee is as under -

Sr. No Name of Member	Designation in Committee	Designation in Board
1 Mrs. Supriya Shrikant Badve	Chairperson	Executive Director
2 Dr. Milind Pralhad Kamble	Member	Non-Executive Independent Director
		w.e.f 13 th February,2025
3 Mr. Dilip Bindumadhav Huddar	Member	Non-Executive Independent Director
4 Mr. Anant Ramkrishna Sathe	Member	Non-Executive Independent Director
		until 25 th January, 2025*

*Cessation on completion of two terms of five years each.

Meetings of Risk Management Committee:

During the year under review, the Members of Risk Management Committee of Board of Directors met One time (01) during the reporting Financial Year and the details are given in the " Corporate Governance Report " and forms part of this Annual Report.

20. COMMITTEE OF INDEPENDENT DIRECTORS:

The Board of Directors of the Company in their meeting held on 16th 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 in Board
1 Dr. Girish kumar Ahuja	Chairperson	Non-Executive Independent Director
2 Mr. Dilip Bindumadhav Huddar	Member	Non-Executive Independent Director
3 Mr. Milind Pralhad Kamble	Member	Non-Executive Independent Director
4 Mrs. Sangeeta Singh	Member	Non-Executive Independent Director
5 Mr. Anant Ramkrishna Sathe	Member	Non-Executive Independent Director
		until 25 th January, 2025*

* Cessation on completion of two terms

Meetings of Committee of Independent Directors:

During the year under review, the committee of Independent Directors was not met.

21. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, as per Schedule IV of the Companies Act, 2013 the independent Directors conducted the sole separate meeting of the Independent Directors was held on 14 th February, 2025. The details of the meeting and attendance are given below:

Sr. No Name of Director	Date of Independent Director Meetings 14 th February, 2025
1 Mr. Dilip Bindumadhav Huddar	Yes
2 Dr. Girish Kumar Ahuja	Yes
3 Dr. Milind Pralhad Kamble	Yes
4 Mrs. Sangeeta Singh	Yes

22. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

In compliance with the provisions of Section 178 of the Companies Act, Nomination and

Remuneration Policy ( "NR Policy" ) of the Company, inter alia, specifies that the Board will conduct performance evaluation of the Board as a whole and its Committees and the individual Directors.

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

Committee shall continue to be responsible for implementation of the methodology followed by the Company in this regard. The NR Policy of the Company is hosted on Companys website at https://belriseindustries.com/assets/site/docs/ BIL_Nomination%20and%20Remuneration%20 Policy.pdf

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 financial year ended 31 st March, 2025 was conducted by the Board. The Independent Directors carried out annual performance evaluation of the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from the respective

Committees. A consolidated report was shared with the Chairman of the Board Meeting held on 14th February, 2025 for his review and feedback was given to each Director.

23. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directorsconfirm that

(i) in the preparation of the annual accounts for the year ended 31 st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(iii) the directors have 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 have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and 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

24. AUDITORS:

A) STATUTORY AUDITORS:

The Board of Directors, based on the recommendation of the Audit Committee and post approval of shareholders of the

Company, had re-appointed M/s. GSA &

Associates LLP, Chartered Accountants, (Firm registration number 000257N/N500339) as the Statutory Auditors of the Company for a second term of 5 years, from the conclusion of the 25th Annual General Meeting of the Company held on 17th September, 2021, till the conclusion of 30th Annual General

Meeting, to be held in 2026.

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, the Company has appointed M/s. Makarand Lele & Co., Practicing Company Secretaries, (Pune) duly represented by Mr. Makarand Lele, (ICSI registration Number: FCS 3453 and COP No.: 2074) to undertake the Secretarial Audit of the Company.

In terms of provisions of sub-section 1 of Section 204 of the Companies Act, 2013, the

Company has obtained the Secretarial Audit Report by the Secretarial Auditor in Form MR

3 for the period under review and annexed it to this Report.

Further, pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 ( " SEBI Listing Regulations " ) and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ( "Rules" ), the Audit Committee and the Board of Directors at their respective meetings held on 11 th August, 2025, have approved and recommended the appointment of M/s Makarand Lele & Co (FRN. P2025MH104000, Peer Review No. 6616/2025), a Practicing Company Secretary as the Secretarial Auditor.

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, M/s. Rajput & Associates, cost Accountant (Registration no. M- 103903) be and is hereby appointed as cost Auditor of the Company for FY 2025-26, to undertake audit of its cost accounting records.

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

Management s Response to Remarks/ Qualifications of Form MGT-14 in respect of the Special of Statutory and Secretarial

Auditor

The remarks and qualifications issued by the

Statutory Auditor and the Secretarial Auditor are self-explanatory. For ease of reference, the explanations are provided below: Delay in submission of Financial Results (Regulation 52(1) & (2) of SEBI LODR Regulations, 2015) The Audited Financial Statements for the quarter and year ended 31st March, 2024 and the Unaudited Financial Statements for the quarter ended 30th September, 2024 were delayed due to adjournment of the Board Meeting on account of .

Further, in view of the Company s DRHP filing in November 2024, there was also a delay in the approval and submission of unaudited financial results for the quarter ended 30 th September, 2024. the red herring prospectus and prospectus Intimation of Board Meeting dated 5th June, 2024 (Regulation 50(1) of SEBI LODR Regulations, 2015) The intimation of the Board Meeting held on 5 th June, 2024 was not filed since no agenda items requiring prior intimation under Regulation 50(1) were transacted in the said meeting.

Delay in filing of Structured Digital Database (SDD) Compliance Certificate SEBI PIT Regulations, 2015) The filing of the SDD Compliance Certificate the quarter ended 30th June, 2024 was delayed by one (1) day due to inadvertence.

The Company has strengthened internal processes and shall ensure timely compliance in the future.

Delay in Registration / Modification of Charges (Section 77 of the Companies Act, 2013) The registration / modification of charges relating to certain bank facilities is pending on account of completion of security creation and other documentation formalities.

The Company assures that the delay does not prejudice the interests of the charge holders, shareholders, or creditors.

Delay in filing of Form MGT-14 (Section 117 of the Companies Act, 2013) The filing Resolution passed at the Extra-Ordinary General Meeting held on 6 th June, 2024 was inadvertently delayed and is now being complied with.

Loans and Advances under Section 185(2) of the Companies Act, 2013 Certain loans and advances extended to a private limited company were, for a limited period, in excess of the earlier approval limits. The revised shareholder approval was duly obtained on 6 th

June, 2024. The said advances were in the nature of routine reimbursements.

26. EVENTS OCCURRED AFTER AUDIT PERIOD:

The Company has successfully undertaken an Initial Public Offering (IPO) of its equity shares of face value of INR 5 each (the " Equity Shares ") amounting to INR 21,500 millions by way of a fresh issue of Equity Shares (the " Fresh Issue " ) and filed its draft red herring prospectus, subsequently filed with the Registrar of Companies, Maharashtra at Mumbai, SEBI and relevant stock exchange(s) where the Equity Shares are proposed to be listed. The Company got listed on both the exchanges on 28 th May, 2025. The Company IPO was received very well by the investors community with the

IPO oversubscribed almost 42 times overall and on retain 4.27 and 108 times on Qualified Institutional 3(5) of Investors ( "QIB" ) portion and 38.33 times Non Institutional Investors( "NIIS" ).

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.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:

(A) Conservation of Energy-

Sr. No Particulars	Remarks
1 The steps taken or impact on conservation of energy	Regular maintenance of electrical equipment. Setting up of Solar panels.
	Regular replacement & maintenance of machinery spare parts, etc.
	Use of variable frequency drive on motors which saves energy.
	Use of voltage control panels which reduce illumination costs.
	Use of CFL/LED instead of conventional lighting.
	Use of LPG heating instead of Electrical heating. Significant reduction in various projects.
2 The steps taken by the Company for utilizing alternate sources of energy	Installation of energy efficient pumps/motors, Equipment \u2019 s, air dryers, exhaust blowers axial fans. The Company has its Wind Mill and is working on putting more sources for utilization of alternate Natural sources of Energy.
3 The capital investment on energy conservation Equipment \u2019 s	Installation of natural light transparent roof sheets. The Company is using one DG set.
(B) Technology absorption-

Sr. No Particulars	Remarks
1 Efforts made for technology Absorption	Your Company possesses technical expertise which has been built over the years and works with emerging technologies, for its customers and in house projects, in the areas of high performance computing.
2 Benefits derivedThe above R & D activities have resulted in development
3 Expenditure on Research &	of in-house expertise and proprietary rights. Besides expanding markets for its products and services, it has also enabled the Company to gain acceptance with technologically demanding customers. INR 75.87 million
Development, if any
4 Details of technology imported, if any	-
5 Year of import	NA
6 Whether imported technology	NA
fully absorbed
7 Areas where absorption of	NA
imported technology has not
taken place, if any

(C) Foreign Exchange Earnings and outgo:

The details relating to the foreign exchange earnings and outgo are as under-

Sr. Particulars	2024-25 Amount	2023-24 Amount
No.	(INR)	(INR)
1 Foreign Exchange Earnings	285,980,647.99	995,712,045.00
2 Foreign Exchange Outgo	257,475,194.21	349,976,991.00

28. 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. 19 of audited financial statements for the year ended on 31 st March, 2025.

29. 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.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were carried in the Ordinary Course of Business on Arm s Length basis. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013 and the same has been annexed in form

AOC- 2 as Annexure I to this Board Report.

31. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has adequate internal financial controls over financial reporting on criteria based on 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 control systems 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.

32. EXTRACT OF ANNUAL RETURN:

A copy of the annual return as provided under sub-section (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-reports.

33. 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 at https://belriseindustries.com/investor-relation#corporate-governance.

34. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES

As on 31 st March, 2025 the Company has two subsidiary(s) as under:

A. Badve Engineering Trading FZE, wholly owned subsidiary in Dubai, UAE

B. H-One India Private Limited, a 93.37 % subsidiary. Further, the Company has become a wholly owned subsidiary on 30 th June, 2025.

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 FY 2024-25. The policy for determination of material subsidiary is available on companys website at Companys website at https://belriseindustries.com/assets/ site/docs/Policy%20on%20Materality%20of%20 RPT%20BELRISE%2015012024.pdf

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

The audited financial statements Badve Engineering Trading FZE and H-One India

Private Limited being subsidiary Companies of the Company are available on Company s website at https://belriseindustries.com/investor-relation#financial-results

35. PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURE:

Details as required under the provisions of section 197(12) of the Act, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors to median remuneration of employees, median remuneration, % increase in the median remuneration and number employees are annexed to this Report as Annexure-IV .

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 Directors" Report, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.

36. SECRETARIAL STANDARDS:

The Company complied with the Secretarial

Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2).

37. 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).

38. 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 designated employees have confirmed compliance with

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

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34 read with Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has prepared 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.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report of your Company for FY 2024-25 as required under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable the Company given the your

Company listed on 28 th May, 2025.

41. HEALTH, SAFETY AND ENVIRONMENT PROTECTION REPORT:

Your Company has complied with all the applicable environmental laws and labour laws. Your Company has 17 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.

42. 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 are prohibitory.

Insolvency and Bankruptcy Proceedings

During the year under review, no application was made nor any proceeding was pending under the

Insolvency and Bankruptcy Code, 2016. However, in respect of a pending proceeding before NCLAT, the Company has entered into settlement in 20 th

August, 2024

One Time Settlement (OTS) Valuation

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.

43. DISCLOSURE ial statements. financ 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:

a. The number of sexual harassment complaints received during the financial year : Nil

b. Number of such complaints disposed of during the financial year: N.A.

c. Number of complaints pending for a period exceeding ninety days: Nil

44. 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,

45. DISCLOSURE UNDER REGULATION 53 OF THE

SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ( " LISTING REGULATIONS " ): 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 given at the end of this report.

b) The cash flow statement under the indirect method as prescribed in Accounting

Standard-3/ Indian Accounting Standard 7, mandated under Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or by the Institute of Chartered Accountants of India, is part of the above audited financial statements.

c) The auditor s report with unmodifiedopinion is also being provided with the above d) name of the debenture trustees and Registrar and Transfer Agent with full contact details is given hereunder: e) 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.

46. 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 company s 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: 11 th August, 2025
Place: Pune