Your Directors have pleasure in presenting the Sixty Fifth Annual Report covering the operations for the year ended 31st March 2026 together with the accounts and Auditors Report thereon.
| Year ended 31-03-2026 | Year ended 31-03-2025 | |
| (Rs. in Lakhs) | (Rs. in Lakhs) | |
| Net Revenue | 29,698.36 | 23,907.82 |
| Profit before Interest, Depreciation and Taxation | 2,344.29 | 1,962.72 |
| Less: Interest | 20.65 | 76.41 |
| Depreciation | 812.83 | 790.06 |
| Profit before Tax | 1,510.81 | 1,096.25 |
| Less : Taxation [including Deferred Tax] | 368.64 | 56.35 |
| Profit after Tax | 1,142.17 | 1,039.90 |
| Other Comprehensive Income | (316.71) | (0.97) |
| Total Comprehensive Income for the year | 825.46 | 1,038.93 |
| Earnings per share (INR) (Basic & Diluted) | 29.86 | 27.19 |
Operations:
The market posted a healthy growth during the year. All segments of the Industry posted higher volumes than the previous year. However the growth was skewed towards the last two quarters. The finished vehicle stocks were at a healthy level to service the festival season purchases. The GST reduction aided in the spurt in demand during the year. Passenger vehicle segment recorded a 7.9% growth, Two wheelers 10.7% with scooters alone growing at 18.5%. Commercial vehicles grew by 12.6% with increased infrastructure spending and rising economic activity. The proliferation of electric vehicles continued to grow with the Two wheeler segment recording 10% of the monthly sales and three wheelers EV growth was 60% of the total sales. The plant utilization was good throughout the year. The company recorded a product growth of 14%, other segments grew at 17% with an overall growth of 15% across all segments for the year. The company engaged in a new segment - Engineering & Projects catering to equipment design and manufacture which added to revenue during the year virtue of stage wise recognition. The last quarter of the year witnessed high price increases in all inputs -steel, non-ferrous metals, petroleum products, gases due to the geo-political conflict in the Middle East. Availability was also a serious issue which posed challenges to the Company in fulfilling its commitments to customers. The outlook for the current year is positive with other product segments also projected to show growth to add to the core business. The challenges continue to exist with higher levels of prices and issues of shortages of critical inputs.
Dividend:
Your Directors recommend a dividend of Rs.13.50 per share (previous year: Rs.13.00 per share) amounting to Rs.5,16,37,500/- on the paid up capital for the financial year ended 31st March 2026.
Reserves :
Your Directors have not recommended any transfer to the General Reserve for the year ended 31st March 2026 and hence the General Reserve remains at Rs. 14,553.81 Lakhs.
Transfer of Unclaimed Dividend to Investors Education and Protection Fund :
Pursuant to the provisions of Section 125(2) of the Companies Act, 2013, the Company has transferred the unclaimed dividend amounts referable to the year ended 31st March 2019 to the credit of the Investor Education and Protection Fund (IEPF) during the year under review well before their respective due dates. The shares on which dividend / corporate action remained unclaimed for a period of seven years, the Company is in the process of transferring to the designated account of IEPF and will be transferred at the earliest.
Subsidiaries, Associates and Joint Ventures:
Details of Joint Venture: BBL Daido Private Limited, a Joint Venture Company with Daido Metal Company Ltd., Japan has achieved a turn-over of Rs. 20,996.64 Lakhs and earned a profit of Rs. 1,267.25 Lakhs and Rs.955.69 Lakhs before and after
taxes respectively for the year 2025-2026 as against a turnover of Rs. 18,404.90 Lakhs and a profit before and after tax of Rs. 1,747.90 Lakhs and Rs. 1,214.32 Lakhs respectively for the previous year 2024-2025. The Investments made by the Company in the Joint Venture Company have been giving satisfactory returns.
Details of Subsidiaries / Associate Company:
Your Company is not having any subsidiary and hence the disclosure regarding the same will not arise. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys Joint Venture in Form AOC-1 is attached as Annexure - H to this report.
Consolidated Financial Statements:
The consolidated financial statements of your Company for the financial year 2025-2026 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable accounting standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements of your Company take into account the financial statement prepared by the management of BBL Daido Private Limited, a Joint Venture Company.
Deposits:
The Company did not accept any deposits within the meaning of provisions of Chapter V- Acceptance of Deposits by Companies under the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and its subsequent amendments.
Changes in Directors and Key Managerial Personnel and Independent Directors:
Mr. Anantharamakrishnan Krishnamoorthy, Non-Executive Director and Chairman is liable to retire by rotation in the ensuing AGM to be held on 20th July 2026 and proposed to be re-appointed which is forming part of the notice of the annual general meeting.
Mrs. Rashmi Hemant Urdhwareshe was appointed as an independent Director for the second term of 3 years with effect from 09th January 2026.
Mr. Vidhya Shankar Krishnamurthy, Company Secretary resigned with effect 28.02.2026 from the Company due to personal reasons. The Company is taking all measures to appoint a Company Secretary in the place of the existing Company Secretary who resigned. Other than the above there are no changes in the Directors and Key Managerial Personnel during the year.
Declaration by Independent Directors:
All the Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI (LODR) Regulations, 2015 and there is no change in their status of Independence. Further the disclosures as stipulated under Section 178(3) of the Act, and other applicable provisions of the Companies Act, 2013 are placed in the Companys website and the necessary disclosures are made in the Corporate Governance Section.
Board Evaluation:
The annual evaluation process of the Board, its committees and individual Directors for the financial year 2025-2026 was conducted as per the provisions of the Companies Act, 2013 and the Listing Regulations. In order to maintain a high level of confidentiality, the process was carried out without the participation of the concerned Directors / Members. The Board has undergone a formal review which comprised Board effectiveness and allied subjects. The Board also reviewed the workings of the various committees and sub-committees. Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Independent Directors at their meeting held on 13th February 2026 considered / evaluated the Boards performance, Committees and performance of the Chairman and other Non-independent Directors. The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available in the web-link www.bimite.co.in/investors/policies .
Board meetings and Committee meetings held during the year:
During the year ended 31st March 2026, Four (4) meetings of the Board of Directors were held. The details of the meetings, composition of the Board, its committees and the attendance by the Directors are furnished in the Corporate Governance Report which is attached as Annexure-B to this Report.
Auditors:
M/s. Fraser & Ross LLP, Chartered Accountants (Firm Regn. No.:000829S/S000211) were appointed as Statutory Auditors of your Company at the 56th Annual General Meeting held on 21st July 2017 for a term of five consecutive years. Further as per the
provisions of Section 139 of the Companies Act, 2013, they were reappointed for a further period of five years and their 2nd term of five years will end at the conclusion of 66th Annual General Meeting to be held in the year 2027.
The Auditors Report for the financial year 2025-2026 does not contain any qualification, reservation or adverse remark and the same is attached with the annual financial statements.
Cost Auditors:
The Board of Directors had appointed M/s.C.S.Hanumantha Rao & Co., (Regn. No.: 000216) as Cost Auditors for the financial year 2026-2027 to carry out the cost audit of the products manufactured by the Company. Your Company is maintaining cost records as specified by the Central Government under sub- section (1) of section 148 of the Companies Act, 2013. The ratification of remuneration payable to the Cost Auditors for the year 2026-2027 is being placed for the approval of the shareholders. The Cost Audit report for the financial year ended 31st March 2025 was filed in the MCA Website on 9th October 2025.
Internal Auditors:
M/s.Gopalaiyer & Subramanian, Chartered Accountants, Coimbatore are the Internal Auditors of the Company for the year 2025-2026.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has engaged the services of M/s. KSR & Co Company Secretaries LLP to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2026. The Board noted the remarks made by the Secretarial Auditors and that the delay in transfer of shares to IEPF account is due to administrative and technical difficulty and steps are being taken and process will be completed at the earliest. The Secretarial Audit Report is attached as Annexure-E to this Report.
Policies:
In accordance with the requirements of the Companies Act, 2013, the Listing Agreement and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the required policies and the policies wherever mandated, are uploaded on the Companys website, under the web-link http:www.bimite.co.in/policies . Further details of policies are also furnished in the Corporate Governance report attached as Annexure -B to this report.
Change in the nature of business, material changes and commitments affecting the financial position and material orders passed :
There were no changes in the nature of the business and commitments affecting the financial position during the year under review. There were no significant orders passed by Regulators or Courts or Tribunals which would impact the going concern status of the Company.
Particulars of Employees and related disclosures:
The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and having regard to the provisions of Section 136(1) read with and its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member if interested in obtaining such information may write to the Chief Financial Officer and the same will be furnished free of cost. Further a comparative analysis of remuneration paid to Directors and employees with the Companys performance is given as Annexure - G to this Report.
Extract of Annual Return:
Copy of the Companys Annual Return filed with the Statutory Authorities in the prescribed form is available on the Companys website at www.bimite.co.in under the web-link https:bimite.co.in/download/annualreport/annualreturn-FY-2025-26 in terms of the requirements of Section 134(3) (a) of the Act, read with the Companies (Accounts) Rules, 2014.
Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013:
The Company has not either given / taken any loans, guarantees or made any investments during the year.
Related Party Transactions:
All transactions entered by the Company with the Related Parties were in the ordinary course of business and at arms length pricing basis. The Audit Committee granted prior approval for the transactions and the same are being reviewed by the Audit Committee and the Board of Directors at regular intervals. Further during the financial year ended 31st March 2026, the transactions with BBL Daido Private Limited., have not exceeded 10% of the total turnover (Standalone and Consolidated), requiring to provide details in Form AOC-2 as it does not fall under the category of "material related party transactions" even though shareholders approval were obtained in the AGM held on 21st July 2025 considering that the proposed transactions would exceed the threshold limit requiring the approval of shareholders in terms of Regulation 23(4) of SEBI (LODR)
Regulations, 2015.The details of the transactions with the related parties are given in Note No.38 of the financial statements. Further the Management is proposing to pass an ordinary resolution for getting the approval of the shareholders in respect of the transactions to be maintained with BBL Daido Private Limited for the Financial Year 2026-2027 considering that the value of transactions may exceed the threshold limit as stated in Resolution No.5 of the Notice of Annual General Meeting forming part of this report.
Risk Management:
The Company has constituted a Risk Management Committee. The Committee takes care of the external and internal risks associated with the Company. The Board of Directors oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting.
Internal Financial Control Systems and their Adequacy:
Details of the same are provided in the Management Discussion and Analysis Report attached as Annexure-D to this Report.
Research and Development, Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
Your Company continues to focus on Research and Development activities with specific reference to fuel efficiency, vehicle performance and study of Tribology of our products. The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure - A to this Report.
Corporate Governance:
Your Company is fully compliant with the Corporate Governance guidelines, as laid out in SEBI (LODR) Regulations, 2015. The details of the Code of Conduct are furnished in the Corporate Governance Report attached as Annexure-B to this Report. The Secretarial Auditors of the Company have examined the requirements of Corporate Governance with reference to the provisions of SEBI (LODR) Regulations, 2015 and have certified the compliance, as required under SEBI (LODR) Regulations, 2015. The Certificate in this regard is attached as Annexure-C to this Report.
Internal Complaints Committee:
The Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place to protect women employees and enable them to report sexual harassment at the work place. Following are the details of complaints received and disposed off during the year ended 31st March 2026.
i. Number of complaints received : NIL
ii. Number of complaints disposed off : NA
Maternity benefit for employees:
Your Company has complied with the provisions of Maternity Benefits Act, 1961 during the year.
Corporate Social Responsibility (CSR) initiatives:
Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and its subsequent amendments, your Company framed a Policy on Corporate Social Responsibility and an amount of Rs.25.00 Lakhs was spent towards Corporate Social Responsibility obligations for the year ended 31st March 2026. The Annual Report on CSR activities and expenditure, as required under sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, are provided as Annexure F to this Report. The CSR Policy is also available on the website of the Company.
Vigil Mechanism:
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism which inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director / employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The relevant details are available at https:bimite.co.in/download/investors/policies.
Directors Responsibility Statement:
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with 134(5) of the Companies Act, 2013 in the preparation of financial statements for the year ended 31st March 2026 and state that:
a. in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.
b. the Directors had selected such accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period.
c. the Directors had taken proper and sufficient care for the maintenance of the 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 Directors had prepared the annual accounts on a going concern basis.
e. the Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are operating effectively.
Other Statutory Statements:
a. The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
b. Secretarial Standards - The Company has complied with the applicable Secretarial Standards as amended from time to time.
Acknowledgment:
The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments,
Bankers, Customers, Dealers, Suppliers, Share-holders and also the valuable support received from Daido Metal Company,
Japan. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.
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