BF Utilities Ltd Directors Report

FOR THE YEAR ENDED 31^st March, 2025 To, The Members,

Your Directors have pleasure in presenting their Twenty Fifth Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended March 31, 2025.

1 . FINANCIAL PERFORMANCE

Particulars	Standalone	Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Income	416.82	355.88	8,616.96	9,885.34
Total Expenditure	201.78	219.03	4,008.48	5,965.98
Profit / (Loss)for the year before taxation	215.03	136.86	4,608.48	3,919.36
Provision for tax (including Deferred Tax)	55.20	35.99	1,230.00	884.28
Profit / (Loss) for the year after taxation	159.83	100.87	3,378.47	3,035.08
Items of other comprehensive income (net of Tax)	0.16	1.01	(7.49)	(5.61)
Total	159.99	101.88	3,370.98	3,029.47
Balance of profit / (Loss) from previous year	1294.55	1,192.67	6,080.76	3,112.23
Adjustments in other equity	-	-	(82.30)	(60.94)
Balance available for appropriation	1,454.57	1,294.55	9,369.44	6,080.76
Appropriations	-	-	-	-
Surplus retained in statement of profit and loss	1,454.57	1,294.55	9,369.44	6,080.76

2 . SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2025 stood at Rs.188.34 Million. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

3 . DIVIDEND & RESERVES

Your Directors do not recommend any dividend on the equity shares for the year ended March 31, 2025. Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

4 . MANAGEMENT DISCUSSION AND ANALYSIS a . Industry structure and developments and outlook: International Scenario:

The global cumulative installed wind capacity surpassed 1 terawatt (TW) and is projected to reach 2 TW before 2030, according to Saur Energy International.

Key Highlights of Global Wind Report 2025:

3 Wind energy is a major contributor to the increasing share of renewables in the electricity sector, which is forecast to expand from 30% in 2023 to 46% in 2030

3 Onshore wind capacity additions will almost double by 2030 compared to the 2017-2023 period, while offshore wind capacity growth is expected to nearly quadruple

Domestic Scenario:

Wind power generation capacity in India has significantly increased in recent years. As of March 31, 2025, the total installed wind power capacity was 50.00 gigawatts (GW). India has the fourth largest installed wind power capacity in the world.

Wind power accounts for nearly 10% of Indias total installed utility power generation capacity and generated 80.27 TWh in the fiscal year 2024-25, which is nearly 4.43% of total electricity generation.

b. Opportunities/Threats/Risks/Concerns in the Wind Energy Sector

3 Supply Chain Constraints: Global supply chain disruptions have impacted the availability and cost of wind turbine components, especially from dominant producers like China.

3 Permitting and Regulatory Hurdles: Slow and complex permitting processes delay project deployments, significantly hindering growth in the wind sector.

3 Technological Limitations: Existing wind turbine technologies face limitations in efficiency, especially in lower wind speed regions.

3 Market and Financial Challenges: The wind sector often experiences financial instability due to fluctuating policy support, market volatility, and competitive pricing pressures.

3 Environmental and Social Impact Concerns: Wind projects can face opposition due to their environmental impact on wildlife and the local community concerns about noise and aesthetic disruption.

3 Interconnection and Grid Integration Issues: Integrating large-scale wind power into the existing grid poses technical challenges due to the variability and location-specific nature of wind energy.

3 Although the wind energy sector faces challenges, it also presents significant opportunities for growth and contributes substantially to the global transition towards a more sustainable energy future.

c. Companys Performance:

The Company ensures maximum capacity utilization by reducing machine downtimes. Preventive and regular maintenance of turbines is done to ensure machine availability. The Company is putting maximum efforts to reduce operating costs.

d. Segment-wise or product-wise performance: It is given in the Segment Report section of Annual accounts

e . Key Financial Ratios

Details of changes in key financial ratios including significant changes i.e. change of 25% or more as compared to the immediately previous financial year along with detailed explanations:

Particulars	FY 2024-25	FY 2023-24	Explanation for significant change
Debtors Turnover	N A	NA	NA
Inventory Turnover	N A	NA	NA
Interest Coverage Ratio	N A	NA	NA
Current Ratio	1.65%	1.64%	NA
Debt Equity Ratio	0.06%	0.09%	NA
Operating Profit Margin (%)	13.59%	6.63%	NA
Net profit Margin (%)	38.35%	28.34%	NA

Details of any change in Return on Net Worth as compared to the immediately previous financial year:

Particulars	Standalone	Consolidated
	2024-25	2023-24	2024-25	2023-24
Return on Net Worth (%)	9.73%	6.80%	77.76%	48.41%

Return on net worth is computed as net profit by average net worth. The details for change, if any, in return on net worth are explained in relevant sections above.

5 . COMPANY PERFORMANCE

During the Financial Year under review, on a standalone basis, your Company earned total income of Rs. 416.82 Mln. (previous years Rs. 355.88 Mln.). The net profit / (Loss) after tax is Rs 159.83 Mln. (previous years Rs. 100.87 Mln).

During the Financial Year under review, on a consolidated basis, your Company earned total income of Rs. 8,616.96 Mln. (previous years Rs. 9,885.34 Mln.). The net profit / (Loss) after tax is Rs. 3,378.47 Mlns. (previous years Rs. 3,035.08 Mlns).

6 . BUSINESS OVERVIEW AND OPERATIONS OF THE COMPANY

The working conditions for wind mill continue to be difficult. Despite such problems, the Company was able to generate Rs. 20.98 Million (Net) Units of power. The Company is making all efforts to maximize power generation and reduce costs.

7 . FINANCE AND CREDIT RATING

During the year under review, the liquidity and cash positions were comfortable and were monitored with reinforced focus and utmost importance was given to ensure the safety and liquidity of surplus cash. Your Company has not done any Credit Rating.

8 . HUMAN RESOURCES

As on March 31, 2025, the Company has 7 employees. The relations with Companys employees are cordial.

9 . CONCERNS AND THREATS

3 The Company operates in a highly regulated environment. Any change in Government Policies will adversely affect the operations of the Company.

3 The Company depends on the service provider for operations and maintenance of Wind Turbines. Certain litigations against the earlier service providers are pending before the judicial / quasi-judicial authorities. Unfavorable outcome of these litigations will adversely affect our operations.

3 The Company has only one customer for sale of power.

10. PROSPECTS FOR THE CURRENT YEAR

The Company is taking all efforts to improve wind power generation, reduce cost and improve realization.

11. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report initiatives taken from an environmental, social and governance perspective in the prescribed format annexed as "Annexure X" to this report. The same is also available on the Companys website at https:// www.bfutilities.com/annual-report.html

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency and accuracy in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internal audit is conducted by a Chartered Accountant in practice. The Audit Committee of the Board reviews the Internal Audit process and the adequacy and effectiveness of internal audit and controls periodically.

13. SAFETY, HEALTH AND ENVIRONMENT

The Company ensures safety of all its employees working at different places. Necessary safety gadgets are provided to the employees requiring the same.

14. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

15. SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATES

The Company has four subsidiary companies as on March 31, 2025. The Company does not have any Joint Venture or Associate as on March 31, 2025

There has been no material change in the business of subsidiaries except as disclosed elsewhere in the Annual Report and accounts of Subsidiaries.

The Companys Policy on determining material subsidiaries, as approved by the Board, is uploaded on the Companys website at https://bfutilities.com/pdf/Policies%20and%20Terms/ Policy%20on%20Material%20Subsidiary.pdf

According to this policy, there are three material subsidiaries of the Company viz. Nandi Infrastructure Corridor Enterprise Limited, Nandi Economic Corridor Enterprises Ltd and Nandi Highway Developers Limited.

A report on the financial position of each of the Subsidiaries as per the Act is provided in Form No. AOC-1 attached hereto as "Annexure III" and also given in the Financial Statements.

16. PARTICULARS OF INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO SECTION

197 (12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at secretarial@bfulilities.com.

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided in Annexure IV

17. NUMBER OF MEETINGS OF THE BOARD

During the year under review, eight Board Meetings were convened and held. The details of which are given in the Corporate Governance Report which forms a part of this Integrated Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (3) and (5) of the Companies Act, 2013, in respect of Directors Responsibility Statement, your Directors to the best of their knowledge and ability state that:

a) in the preparation of the Annual Financial Statements for the year ended 31^st March 2025, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

19. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Rule (6) of The Companies (Appointment and Qualifications) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirmed that they have complied with the Code of Independent Directors prescribed in Schedule IV of The Companies Act, 2013.

The Company has laid down a Code for the Board of Directors and Senior Management of the Company. The said Code is available on the website of the Company viz. https://bfutilities.com/code-of-conduct.html

All the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct.

20. COMPANYS POLICY ON DIRECTORS AND KMPS APPOINTMENT AND REMUNERATION

Directors appointment and remuneration is done as per the policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) and their remuneration. The Nomination & Remuneration Policy is available on Companys website:https://bfutilities.com/pdf/ Policies%20and%20Terms/Nomination_Renumeration_Policy.pdf

21. ACCOUNTS AND AUDIT

a . Statutory Auditors and Audit Report

M/s. G. D. Apte & Co. Chartered Accountant (Firm Registration No.100515W), are the Statutory Auditors of the Company and will continue the audit for Financial year 2025-26. The Audit report of M/s. G. D. Apte & Co. on the Financial Statements of the Company for the Financial Year 2024-25 is a part of the Annual Report.

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. SVD & Associates, Company Secretaries, Pune to undertake the Secretarial Audit of the Company for the year 2024-25.

The Report of the Secretarial Audit is annexed herewith as Annexure V to this Report. The Secretarial Audit Reports of material subsidiaries viz. Nandi Infrastructure Corridor Enterprise Limited, Nandi Economic Corridor Enterprises Ltd. and Nandi Highway Developers Limited are enclosed in Annexure VI

Further in compliance with Regulation 24A of SEBI Listing Regulations and Section 204 of the Act and rules thereunder, the Board at its meeting held on May 29, 2025 based on the recommendation of Audit Committee, has approved the appointment of M/s. SVD & Associates, Practicing Company Secretaries, Peer Reviewed Firm (UIN: P2013MH031900) as Secretarial auditors of the Company for a term of 5 (five) consecutive years commencing from FY 2025-26 to FY2029-30, subject to approval of members at the ensuing AGM.

c. Cost Auditor

The maintenance of Cost records and Cost Audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the Company.

d. Consolidated Accounts

The Consolidated Accounts for the year ended 31^st March, 2025 are enclosed. Further, a statement containing the salient features of the financial statements of subsidiaries in the prescribed Form AOC-1 is appended as Annexure to Note No. 38 which forms part of this Report.

The Company will make the said financial statements and related detailed information available upon the request by any Member of the Company. These financial statements will also be kept open for inspection at the Registered Office of the Company. Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and the financial statements of subsidiaries are available on the website of the Company at https://bfutilities.com/financial-results.html & https://bfutilities.com/annual-report.html

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations). The Policy, as approved by the Board, is uploaded on the Companys website at https://bfutilities.com/pdf/ Policies%20and%20Terms/Policy%20on%20Material%20Subsidiary.pdf

e . Reporting of Fraud by auditors

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act.

22. EXPLANATION ON COMMENTS ON STATUTORY AUDITORS AND SECRETARIAL AUDITORS REPORTS

a) M/s. G. D. Apte & Co., Statutory Auditors have given an adverse opinion in their Audit Report on Financial Statements. The Statutory Auditors qualified and adverse opinions and Boards explanation thereto are summarized as under:

Statutory Auditors adverse opinion on	Boards explanation
Financial Statements
A ) Financial Audit -Standalone Financial Statements	Boards Explanation on the adverse opinion in the Standalone Audit report:
Basis of qualified opinion As described in the accompanying Standalone financial statements, the interest free advance of Rs. 3,700 lacs given by the Company to its step- down subsidiary viz. Nandi Economic Corridor Enterprises Ltd (NECE), for acquisition of land Statutory Auditors adverse opinion on Consolidated Financial Statements parcels is outstanding for more than fourteen years. In view of substantial delay in identification and allotment of the land parcels, we are unable to ascertain the nature and present status of utilisation of the advance by NECE. Further, the Company has not recognised provision for impairment in its financial statements in accordance with Ind AS 36, Impairment of Assets.	The Company has given Rs 370 Millions to NECE, a step- down subsidiary, as Advance towards acquisition of land parcels, which NECE Confirms on quarterly basis during the Audit / Limited Review of Financial Statements / Results. These have been considered as good and recoverable based on the balance confirmation Boards explanation received from NECE.
Consolidated Financial Statements
Basis of adverse opinions
1. As described in the note 39 to the accompanying consolidated financial statements, the Step-down subsidiary viz. Nandi Economic Corridor Enterprises Limited (NECE), had recorded equity of INR 3,113.00 million in earlier years which includes securities premium of INR 2,772.54 million against original subscription amount of INR 4,999.85 million paid by AIRRO (Mauritius) Holdings V ("the Investor/ AIRRO"). NECE has continued to classify all equity shares, including such subscription, as equity instruments basis re-evaluation performed by the Management of NECE during financial year 2023-24. However, in our opinion and based on the adverse opinion on the standalone financial statements of NECE for financial year 2024-25 expressed by their statutory auditors, basis the buyback option contained in the Shareholders Agreement, the buyback obligation should have been classified and measured as liability in accordance with the principles enunciated under the Indian Accounting Standard (Ind AS) specified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rule, 2015. Had the buy-back obligation been classified as liability and measured according to applicable accounting standards, there would have been a material and pervasive impact on total equity and non-current liabilities as at April 1, 2023, March 31, 2024 and March 31, 2025 and profit for the years ended March 31, 2024 and March 31, 2025 along with consequential effects thereof on the Standalone Financial Statements of NECE and on the accompanying Consolidated Financial Statements, which we are unable to quantify due to absence of valuation of aforesaid financial liability as at the respective reporting period ends. Our audit report on the consolidated financial statements of the Group for the year ended March 31, 2024, also included an adverse opinion in respect of this matter.	During the year ended 31 March 2011, NECE Ltd. had issued Compulsory Convertible Preference Shares ("CCPS") to one of the shareholders (i.e. the Investor) amounting to Rs. 49,998.53 lakhs. These CCPS were recorded as a financial liability on First-time Adoption of Indian Accounting Standards i.e. the Ind AS (i.e. AS 101) transition date being 1 April 2016 at Rs. 31,130.00 lakhs with the difference of Rs. 18,868.53 lakhs recorded as adjustment to retained earnings of NECE Ltd. These CCPS were later converted into 3,40,45,692 (Three Crore, forty lakh, forty five thousand six hundred ninety two) equity shares during the year ended 31 March 2017 and consequently, Rs. 3,404.57 lakhs was recorded as equity share capital and Rs. 27,725.43 lakhs was recorded as securities premium by NECE Ltd. Between June 2024- August 2024, the Investor notified the sale of its shareholding of 3,40,00,000 equity shares, to Soinfra Enterprises Private Limited.During the FY 23-24, the management of NECE Ltd. had re-evaluated the provisions of the shareholders agreement dated 24th December, 2010 between NECE Ltd., the Promoters, the Sponsors and the Investor ("SHA"). Under the SHA, the Investor has several Exit Options, with Buy Back being one such option. NECE Ltd., in FY 2023-24 concluded that with respect to the buy-back option under the SHA, NECE Ltd. had not recognized any financial liability as the Investor had not exercised the Buy Back option which could trigger only upon issuance of a valid Buy Back notice containing a clear intention to exercise the buy- back along with prescribed details including, amongst other things, the number of securities offered for Buy- Back following the due procedure outlined under the SHA and applicable laws. Therefore, the management of NECE Ltd. continues to believe even for FY 2024-25 that none of the equity shares issued by NECE Ltd. needed to be classified as a financial liability.
2. As stated in Note 40 to the accompanying consolidated financial statements, one of the Investors (i.e. AIRRO Mauritius Holdings V) of Nandi Economic Corridor Enterprises Limited (NECE), a step-down subsidiary of the Company and Soinfra Enterprise Private Limited ("Claimants") have filed a notice of arbitration before Singapore International Arbitration Centre ("SIAC"), based on Clause 24.2 (Arbitration Clause) of the Shareholders Agreement (SHA) against Sponsors and Promotors (named in the SHA) and NECE. The Company being one of the Promoters in relation to NECE under the SHA received the said notice of Arbitration on March 27, 2025. In this notice of arbitration, the Company has named as the 4th respondent along with other respondents. The Claimants claim that the promoters and sponsors have allegedly failed to provide an exit. The Company along with Sponsors and Promoters have denied the alleged breaches of SHA and /or the alleged failure to provide an exit, by filing an appropriate response to the said notice of arbitration with SIAC. As of date, the arbitral tribunal has been duly constituted in the matter and the Claimants have submitted their statement of claim on September 26, 2025, claiming damages and other reliefs for alleged breach of SHA and failure to provide exit options such as share swap and default put option under the SHA. The Claimants have claimed damages for an amount equal to investment of Rs. 500 Crores along with 18% IRR thereon from the date of investment. Further, the Claimants have sought damages in respect of NECEs shares subsequently acquired by AIRRO Mauritius Holdings V for a sum of Rs 70.90 Crores under a separate transaction with one of the other Respondents by way of a separate Share Purchase Agreement. It is the position of the Company and other Promoters and Sponsors that since these shares form part of a separate agreement, no claim in respect of the same can form subject matter of arbitration under the SHA. The Claimants have also sought pre-award and post-award interest at the rate of 18% p.a. on any monetary amount that may be awarded to the Claimants by the arbitral tribunal. Sponsors and Promoters including the Company have been legally advised that the claim filed by the Claimants lack merits on several counts and that they have strong defences and a good case on merits to contest the Claimants claim. Company along with other Promoters and Sponsors (named in the SHA) will file a statement of defence to the statement of claim in due course in accordance with timelines prescribed by arbitral tribunal. In our opinion, the impact of above claims on the Group if awarded by arbitral tribunal could be material and pervasive. Since the matter is disputed, it cannot be ascertained whether any provision for the aforesaid claim is required to be recognized in the consolidated financial statements for the year ended March 31, 2025.	One of the Investors (i.e. AIRRO Mauritius Holdings V) of Nandi Economic Corridor Enterprises Limited (NECE), a step-down subsidiary of the Company, and the aforesaid transferee Soinfra Enterprises Private Limited ("Claimants") have filed a notice of arbitration before the Singapore International Arbitration Centre ("SIAC"), based on Clause 24.2 (Arbitration Clause) of the SHA against Sponsors and Promoters (named in the SHA) and NECE. The Company being one of the Promoters in relation to NECE under the SHA received the said notice of arbitration on 27th March 2025. In this notice of arbitration, the Company has been named as the 4th respondent along with other respondents. The Claimants claim that the promoters and sponsors have allegedly failed to provide an exit. The Company along with Sponsors and Promoters have denied the alleged breaches of SHA and /or the alleged failure to provide an exit, by filing an appropriate response to the said notice of arbitration with SIAC. As of date, the arbitral tribunal has been duly constituted in the matter, and the Claimants have submitted their statement of claim on 26th September 2025 claiming damages and other reliefs for alleged breach of SHA and failure to provide exit options such as share swap and default put option under the SHA. The Claimants have claimed damages for an amount equal to investment of Rs. 500 Crore along with 18% IRR thereon from the date of investment. Further, the Claimants have sought damages in respect of NECEs shares subsequently acquired by AIRRO Mauritius Holdings V for a sum of INR 70.90 Crores under a separate transaction with one of the other Respondents by way of a separate Share Purchase Agreement. It is the position of the Company and other Promoters and Sponsors that since these shares form part of a separate agreement, no claim in respect of the same can form subject matter of arbitration under the SHA. The Claimants have also sought pre-award and post-award interest @ 18% p.a. on any monetary amount that may be awarded to the Claimants by the arbitral tribunal. Sponsors and Promoters including the Company have been legally advised that the claim filed by the Claimants lack merits on several counts and that they have strong defences and a good case on merits to contest the Claimants claim. Company along with other Promoters and Sponsors (named in the SHA) will file a statement of defence to the statement of claim in due course in accordance with timetable prescribed by arbitral tribunal.
3. As stated in note 42 to the accompanying consolidated financial statements, the interest free advance of Rs. 370 million given by the Holding Company to its step-down subsidiary viz. Nandi Economic Corridor Enterprises Ltd (NECE), for acquisition of land parcels is outstanding for more than fourteen years. The aforesaid advance in the books of Holding Company and the liability in the books of NECE is eliminated in the consolidated financial statements. However, in view of substantial delay in identification and allotment of the land parcels, we are unable to ascertain the nature and present status of utilisation of the advance by NECE and the consequential impact on the consolidated financial statements.Our audit report on the standalone financial statements of the Holding Company for the year ended March 31, 2025, included a qualified opinion in respect of this matter.	The Company has given Rs 370 Millions to NECE, a step- down subsidiary, as Advance towards acquisition of land parcels, which NECE Confirms on quarterly basis during the Audit / Limited Review of Financial Statements / Results. The Company is of the opinion that the advance is good and recoverable. Further, the aforesaid advance is eliminated in the group financial results.
4. As stated in note 41 to the accompanying consolidated financial statements, the toll operations of one of the Material Subsidiaries viz. Nandi Highway Developers Limited (NHDL) have been successfully concluded w.e.f. September 07, 2024, due to end of term of Concession agreement dated February 05, 1998, and Supplementary agreement dated June 21, 2024, between NHDL, Government of India and Government of Karnataka. Considering the positive net worth of NHDL, the management of NHDL is of the view that the assets in the said subsidiary be considered good. However, we are unable to ascertain whether any provision for impairment and expected credit losses is required to be recognised in the Consolidated Financial Statements as per IND AS 36 Impairment of Assets and IND AS 109 Financial Instruments.	The toll operations of one of our Material Subsidiaries viz. Nandi Highway Developers Limited (NHDL) have successfully concluded w.e.f. September 07, 2024, due to end of term of Concession agreement dated February 05, 1998 and Supplementary agreement dated June 21, 2024 between NHDL, Government of India and Government of Karnataka. Considering the positive net worth of NHDL the management of NHDL is of the view that the assets in the said subsidiary be considered as good, not warranting any provisioning or impairment in the companys books.
5. We were unable to obtain sufficient appropriate audit evidence regarding the audit procedures performed by the auditors of three subsidiaries viz. Nandi Highway Developers Limited (NHDL), Nandi Infrastructure Corridor Enterprise Limited (NICE) and Nandi Economic Corridor Enterprises Limited (NECE) in accordance with SA 600, Using the Work of Another Auditor issued by ICAI, whose financial statements reflect total assets of Rs. 25,671.91 million as at March 31, 2025, total revenues of Rs. 8,394.64 million, profit after tax of Rs. 3,394.45 million, total comprehensive income of Rs. 3,386.79 million for year ended March 31, 2025, respectively and cash inflows of Rs. 94.56 million for the year ended March 31, 2025, included in the consolidated financial statements, as the other auditors have not responded to certain group audit communication requirements. Further, we were unable to carry out alternate audit procedures and accordingly, we were unable to determine whether any adjustments might have been necessary to the financial statements of the said subsidiaries and consequently, to the consolidated financial statements.	The audited financial statements of the above subsidiaries are available on record. The management has requested the component auditors to respond to the group audit communication requirements promptly.

b) M/s. SVD & Associates, Practicing Company Secretary, in their Secretarial Audit Report have made certain qualifications. The auditors qualifications and Boards explanation thereto are summarized as under:

Secretarial Auditors Qualifications	Boards explanation
1. There has been delay in submission of consolidated financial results under Regulation 33 of the SEBI (LODR) Regulations, 2015 for the quarter and year ended March 31, 2024, quarter ended June 30, 2024, September 30, 2024 and December 31, 2024. Consequently, the Company received notices from the Recognized Stock Exchanges i.e BSE Limited and National Stock Exchange of India Limited (BSE and NSE) levying fine of INR 9,32,200/- (inclusive of GST) each which listed entity has paid to BSE and NSE in full. Additionally, the listed entity has paid a fine of INR. 11,80,000/- (inclusive of GST) by voluntarily calculating the fine amount for period of delay, to avoid any further action, as per SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and SEBI/HO/CFD/ PoD2/ CIR/P/0155 dated November 11, 2024.	The delay in compliance with Regulation 33 of SEBI LODR was caused due to delay in submission of audited/ unaudited, yearly/ quarterly financial results to the listed entity by its subsidiaries i.e Nandi Infrastructure Corridor Enterprises Ltd., Nandi Economic Corridor Enterprises Ltd. and Nandi Highway Developers Limited. On receipt of the results of subsidiaries, the listed entity had subsequently filed the consolidated results for quarter ended March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024 on November 11, 2024, November 23, 2024, December 26, 2024 and April 09, 2025 respectively.
2. The Demat account of the Promoter of the listed entity was suspended for debits from July 26, 2024 up to November 26, 2024 by the concerned depository on direction of the recognized Stock Exchanges due to non-compliances under Regulation 33 of SEBI LODR Regulations, 2015.	same as above
3. The scrip of the listed entity was shifted to "Z" category by BSE and NSE for the period commenced on October 25, 2024 till January 27, 2025 due to non-compliance under Regulation 33 of SEBI (LODR), 2015.	same as above

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has not made any investments, other than the Current Investments. The closing balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current Investments in the Financial Statements. The details of loans and guarantees, if any, are disclosed in the financial statement of 2024-25.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN

SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arms length and are in the ordinary course of business. Particulars are being provided in Form AOC - 2 in Annexure VII. Related Party Disclosures as per AS -18 have been provided in to Note No.29 to the Standalone Financial Statements.

The Company has formulated a Policy on Related Party Transactions which is available on the Companys website at https://bfutilities.com/pdf/Policies%20and%20Terms/Related%20Party%20Transaction%20Policy.pdf . All related party transactions entered into during FY 2024-25 were on arms length basis and in the ordinary course of business.

All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval was obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. The related party transactions entered into pursuant to the omnibus approval so granted are also reviewed by the internal audit team on a half-yearly basis.

The details of the transactions with related parties are also provided in the accompanying Financial Statements.

25. STATE OF COMPANYS AFFAIRS

Discussion on state of Companys affairs has been covered in the Management Discussion and Analysis above

26. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND

THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, except as disclosed in the Financial Statements for the year ended March 31, 2025 and elsewhere in this report.

Further, following are the changes in Directorships/KMP after March 31, 2025:

3 Mr. B. S. Mitkari (DIN: 03632549) was reappointed as a Whole-time Director ("WTD") and Chief Executive Officer (CEO) of the Company for a further period of 23 months with effect from April 1, 2025 upto February 28, 2027 pursuant to shareholders approval via Postal ballot on June 05, 2025.

3 Mr. B.S. Mitkari resigned as a Company Secretary of the Company w.e.f the close of business hours on March 31, 2025

3 Ms. Pragati. S. Rai, Compliance Officer was appointed as the Company Secretary of the Company w.e.f April 01, 2025

3 Mr. B. N. Kalyani (DIN: 00089380) resigned from the post of Non-Executive, Non-Independent Director and Chairperson of the Company due to other business exigencies w.e.f close of business hours on May 29, 2025. There was no material reason for the resignation.

3 Mr. A. B. Kalyani, Non-Executive, Non-Independent Director (DIN: 00089430) of the Company was designated as the Chairperson of the Company w.e.f May 30, 2025

3 Mr. M.U. Takale (DIN: 01291287) was appointed as an Additional, Non- Executive, Non-Independent Director of the Company w.e.f May 29, 2025 and later appointed as Non- Executive, Non-Independent Director of the Company pursuant to shareholders approval via Postal ballot on August 02, 2025

3 Ms. A.A. Sathe resigned from the position of Non-Executive, Independent Director of the Company w.e.f close of business hours on August 14, 2025 due to the fact that she was elevated as Additional Judge of the Honble Bombay High court by way of notification No. K-13014/06/2021-US-I dated 13th August, 2025 issued by Government of India, Ministry of Law & Justice, Department of Justice (Appointments Division). There was no material reason for the resignation.

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

OUTGO

Conservation of Energy and Technology Absorption

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure VIII to this report.

28. DIVIDEND DISTRIBUTION POLICY :

In term of Regulations 43A of SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which can be accessed on the website of the Company:https://bfutilities.com/pdf/ Policies%20and%20Terms/Dividend%20Distribution%20Policy.pdf

29. RISK MANAGEMENT POLICY

Risk Management at BF Utilities Ltd. forms an integral part of Management focus.

The Risk Management Committee (RMC) oversees the risk management process in the Company. The RMC is chaired by an Independent Director and the Chairperson of the Audit Committee is also a member of the RMC.

Some of the risks identified are set out in the Management Discussion and Analysis and this report which forms part of this Integrated Annual Report.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Risk Management Policy is available on Companys website: https://www.bfutilities.com/pdf/ Policies%20and%20Terms/Risk%20Management%20Policy%2001042019.pdf

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (CSR) activities of the Company are governed through the Corporate Social Responsibility Policy (CSR Policy) approved by the Board. The CSR Policy guides in designing CSR activities for improving quality of life of society and conserving the environment and biodiversity in a sustainable manner. The CSR Committee of the Board oversees the implementation of CSR Projects in line with the Companys CSR

Policy. The CSR Policy is available on Companys website https://bfutilities.com/pdf/Policies%20and%20Terms/ Corporate%20Social%20Responsibility%20Policy.pdf

The Annual Report on CSR activities for FY 2024-25 is enclosed as Annexure I to this Report.

31. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND

JOINT VENTURE COMPANIES:

The details in prescribed format of Form AOC-1 are given in Annexure III and at the relevant places in the Financial Statements

32. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

33. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE

RESIGNED DURING THE YEAR

Directors/KMP appointed during the year

Name of Director/KMP	Designation	Term of appointment
Mr. A. B. Kalyani	Non-Executive, Non-Independent Director	Mr. A.B. Kalyani, due to retire by rotation, being eligible, offered himself for re-appointment in Annual General Meeting held on December 24, 2024,
Mr. B. S. Mitkari	Executive Director	The member, vide Postal Ballot, approved the re-appointment of Mr. B. S. Mitkari as a Whole-time Director ("WTD") and Chief Executive Officer (CEO) of the Company upon period of completion of his term, for a further 23 (Twenty-three) months with effect from April 1, 2025 upto February 28, 2027 (both inclusive)
Mr. B. S. Mitkari	Company Secretary & Compliance Officer	Resigned as Compliance Officer w.e.f. November 1, 2024 and resigned as Company Secretary w.e.f April 01, 2025
Ms. Pragati S. Rai	Company Secretary and Compliance Officer	Appointed as Compliance Officer and Company Secretary w.e.f November 01, 2024 and April 01, 2025 respectively.

None of the Directors of the Company resigned during the year.

Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. They are not liable to retire by rotation in terms of Section 149(13) of the Act.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of technology, strategy, finance, engineering and Law, etc. and that they hold highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms a part of this Integrated Annual Report.

During the Financial Year 2024-25, a separate meeting, exclusively of the Independent Directors was held on February 14, 2025.

Key Managerial Personnel (KMP)

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following is the KMP of the Company as on date:

3 Mr. B. S. Mitkari - CEO / CFO

3 Ms. Pragati S. Rai- Company Secretary & Compliance Officer

Employees designated as Key Managerial Personnel (KMP) during the year

Ms. Pragati S. Rai was appointed as Compliance Officer and Company Secretary of the Company w.e.f November 01, 2024 and April 01, 2025 respectively.

Directors and KMPs resigned during the year

None of the Directors resigned during the year ended March 31, 2025.

Mr. B. S. Mitkari resigned from the position of Company Secretary w.e.f April 01, 2025. He is associated with the Company as WTD, CEO & CFO

Procedure for Nomination and Appointment of Directors.

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting the potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position including expert knowledge expected is communicated to the appointee.

The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company are identified by the Board and are available with the Board. The Company has also mapped each of the skills, expertise and competencies against the names of the Board Members possessing the same. The same is disclosed in the Corporate Governance Report forming part of this Integrated Annual Report.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The relevant information has been given in Annexure II which forms part of this Report. The Policy on Nomination & Remuneration Policy is available on the website of the Company https://bfutilities.com/pdf/ Policies%20and%20Terms/Nomination_Renumeration_Policy.pdf

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of its Committees and individual Directors for the year pursuant to the provisions of the Act and the SEBI Listing Regulations.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as structure and composition of Committees, effectiveness of Committee Meetings, etc.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole including the Chairman of the Board. The NRC reviewed the performance of the Board, its Committees and of the Individual Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and the NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

The Company follows a practice of addressing each of the observations and suggestions by drawing up an action plan and monitoring its implementation through the Action Taken Report which is reviewed by the Board of Directors from time to time.

34. Directors proposed to be appointed and re-appointed at the ensuing Annual General Meeting

1) Mr. A.B. Kalyani (DIN: 00089430), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief resumes and other details relating to Directors who are proposed to be appointed / re-appointed, as required to be disclosed under Regulations 2015, form part of the Notes setting out material facts annexed to the Notice of the Annual General Meeting.

35. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT

VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There were no new companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year

36. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER

V OF THE COMPANIES ACT, 2013

The Company has not accepted Public Deposits under chapter V of The Companies Act, 2013.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the financial year.

There are no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the financial year, nor has the Company done any one time settlement with any Bank or Financial Institutions.

38. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL

GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The Company is not required to comply with the provisions of Section 148 (1) of the Companies Act, 2013 with respect to maintenance of cost records.

39. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO

THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks and balances, policies and procedures. This includes code of conduct, whistle blower policy, MIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internal controls on a regular basis. The internal audit is conducted by an Independent Chartered Accountant.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain, their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed. However, the Company recognizes that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

40. COMPOSITION OF BOARD AND AUDIT COMMITTEE

The composition of the Board and Audit Committee has been mentioned in the Corporate Governance Report forming part of this Report.

41. COMPOSITION OF CSR COMMITTEE

The CSR Committee comprises 3 Members out of which 1 is Independent Director. During the year under review, 1 meeting of the CSR Committee was held, details of which are provided in the Corporate Governance Report. The CSR Policy is available on the website of the Company at https://bfutilities.com/pdf/Policies%20and%20Terms/ Corporate%20Social%20Responsibility%20Policy.pdf

During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board.

Since the Company is not satisfying any of the conditions of Section 135 (1) of the Companies Act, 2013, there is no CSR obligation on the Company for the FY 2024-25.

42. WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The aforesaid policy has also been uploaded on the Companys website https://bfutilities.com/pdf/Policies%20and%20Terms/Whisle%20Blower%20Policy.pdf

43. CASH FLOW

A Cash Flow Statement for the year ended 31^st March 2025 is attached to the Balance Sheet.

44. CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report. The Chief Executive Officer & the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with the Regulation 17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended March 31, 2025.

45. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No cases were pending at the beginning of the year and no complaint was pending at the end of the financial year.

The Company has constituted Internal Complaints Committee under the POSH Act and during the year under review, no complaints were received by the Committee

46. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

Your Company affirms its full compliance with the Maternity Benefit Act, 1961. During the year, there were no reported cases of employees availing maternity leave benefits.

47. SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013, to the extent applicable.

48. CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

The Company has received a certificate from M/s. Paritosh Khandelwal & Associates, Company Secretaries confirming that none of the Directors on the Board of the Company have been debarred or disqualified by MCA or SEBI or any such statutory authority from being appointed / continuing as Director and the same is appended as Annexure IX to the Directors Report.

49. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at https://bfutilities.com/annual-return.html and the Annual Return for the financial year ending March 31, 2025 will be available on website once the filing with MCA is completed.

50. ACKNOWLEDGMENT:

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

	For and on behalf	of the Board of Directors
		For BF Utilities Limited
	M. U. Takale	B.S. Mitkari
Pune	Director	Whole-time Director
October 31, 2025	DIN: 01291287	DIN:03632549