birla precision technologies ltd share price Directors report

Dear Members,

The Board of Directors ("Board") are pleased to present the Companys 36^th Annual Report on business and operations, together with the Audited standalone and consolidated Financial Statements along with the Report of the Auditors for the year ended March 3 1,2023.

I. FINANCIAL PERFORMANCE:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014.

The financial highlights of your Company for the year ended March 31,2023 are summarized as follows:

Particulars	For the Year ended 31.03.2023	For the Year ended 3 1.03.2022
Total Income	26,364.62	24,832.22
EBITDA	2858.24	2066.85
Less: Depreciation	462.01	408.11
EBIT	2396.23	1658.74
Less: Finance Cost	331.21	527.58
Profit before exceptional items and tax	2065.02	1131.16
Less: Exceptional items	Nil	Nil
Profit Before Tax	2065.02	1131.16
Less:Tax Expenses	536.70	13.11
Profit after Tax	1528.32	1 118.05

a. Overview of Performance

During the Financial Year under review, the Company delivered a healthy performance achieving a robust turnover a total revenue Rs. 26379.74 lakhs as against Rs. 24832.22 lakhs in the corresponding previous financial year. The EBIDTA margin as a percentage of sales, has been a healthy EBITDA grew from Rs. 2066.85 lakhs in the previous year to 2858.24 lakhs in year under review. Net profit (before tax) grew at phenomenal growth rate of 82.56% i.e. from Rs. 1131.16 lakhs in the previous year to Rs. 2065.02 lakhs in the year under review. Net profit (after tax) marked a growth rate of 36.70% i.e. from Rs. I I 18.05 lakhs to Rs. I 528.32 lakhs.

Your Company has been able to add new customers and strengthen its share of business in existing customers, which resulted in a growth of sales as mentioned above. Additionally, the Company has been able to keep a tight control on costs and process wastage, which resulted in achievement of healthy margins. Your Company took timely and proactive measures to ensure the safety of its employees, operations and uninterrupted services to its customers.

Your companys management shall endeavor to continue to focus on cutting costs and concentrate on better productivity so as to overcome these uncertain and difficult times.

b. Cash Flow Statement:

The Cash Flow statement for the year 2022-2023 is attached to the Balance Sheet.

c. Dividend:

Your Directors have not recommended dividend for the year ended 3 1st March, 2023.

d. Transfer to Reserves.:

The Company proposes to transfer Nil amount to the General Reserve Account during the financial year ended March 3 1,2023.

e. Deposits:

In terms of sections 73 and 74 of the Act read with relevant Rules, your Company has not accepted any fixed deposits during the year under review.

f. Particulars of Loans, Guarantees and Investments.:

Details of Loans, Guarantees and Investments made by your Company and covered under the provisions of Section 186 of the Act are appended as notes to the financial statements.

II. CHANGES IN SHARE CAPITAL:

There are no changes in the Share Capital of the Company during the financial year 2022-23. The paid-up equity share capital of the company as on 31^st March, 2023 is Rs. I 3,05,42,274/-

III. SUBSIDIARIES. ASSOCIATES & IOINT VENTURES:

As on March 31,2023, the Company has Five subsidiaries in the name and style of "Birla Accucast Limited Birla Engineering Private Limited, Birla Durotool Private Limited and foreign subsidiaries in the name and style of "Birla Precision USA Limited" incorporated in USA and "Birla Precision Technologies GmbH" incorporated in Germany.

Your Company does not have any, Associate & Joint Venture Company as on 3 1st March, 2023. Furthermore, a statement containing the salient features of the financial statements of the companys subsidiaries in the prescribed ‘Form AOC-1 is attached as ‘Annexure -I forms part of the Boards report.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of Annual Report under the head ‘Management Discussion and Analysis.

V. PI RECTORS & KEY MANAGERIAL PERSONNEL

(‘KMP):

a. Appointment/Re-appointment:

There were no changes in the composition of Key Managerial Personnel during the year under review except for the mentioned changes:

There is a change in the composition of the board of directors during the year under review:

Mr. Rajeev Sharma (Non -non-executive independent Director), Mr. Srinivasa Raghavan Dorai Rajan (Non -Executive Independent Director) and Mr. Sanjay Kothari (Non-Executive Non-Independent Director) were inducted to the Board w.e.f. 10.02.2022. Mr.Anil Verma (Non-Executive Independent Director), Ms. Rekha Gupta (Non-Executive Independent Director) and Mr. Rajeev Sharma (Non-Executive Independent Director) had resigned on 08.08.2022. Mr.VikasThapa (Non -Executive Independent Director), Ms. Raji Vishwanathan (Woman Non-Executive Independent Director) and Ms.Tulsi Jayakumar (Non -Executive Independent Director) were appointed to the board nn OR nfi

b. Retires by rotation:

In accordance with the applicable provisions of the Companies Act 2013 (‘the Act) and the Articles of Association of the Company, Mr. Sanjay Kothari (DIN: 00258316), non-Executive Non-Independent Director, is liable to retire by rotation at the ensuing 36^th AGM pursuant to the provisions of Section 152 of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible offers himself for re-appointment, on the recommendation of the Nomination & Remuneration Committee and Board of Directors.

In pursuance of Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard - 2 on General Meetings relating to Mr. Sanjay Kothari is given in the Notice of 36th AGM.

c. Key Managerial Personnel (KMPs):

In terms of Section 203 of the Act, during the financial year 2022-23 there are no changes in the Key Managerial Personnel of the Company.

d. Declaration given by the Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,20l4.They have also furnished the declaration pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16( I )(b) of the Listing Regulations.The Independent Directors have individually confirmed that they are not aware of any circumstances 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. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled

all the conditions as specified under the governing provisions of the Companies Act 201 3 and the Listing Regulations. Further, the Independent Directors have also confirmed that they have complied with the Companys code of conduct.

During the year 2022-23 a separate meeting of Independent Director was held on 29.08.2022 without the presence of Executive Directors or management representatives and the following matters were discussed:

Review the performance of Non-Independent Directors of the Company, except Chairman

e. Independent Directors Familiarization Policy:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, etc. The details of the training and familiarization program have been provided under the Corporate Governance Report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties, and responsibilities. Details of the Familiarization Program conducted are available on the Companys website : https://www.birlaprecision. com/documents/investor/Policies/lndependent%20 Director%20Familirization%20 Pro gramme.pdf.

The Familiarization Policy of the Company seeks to familiarize the Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.

f. Performance Evaluation of Board:

The criteria for performance evaluation are broadly based on the Guidance Note issued by the SEBI on Board Evaluation which included aspects such as the structure and composition of Committees, the effectiveness of Committee Meetings, etc. Board evaluation processes, including in relation to the Chairman, individual directors, and committees, constitute a powerful and valuable feedback mechanism to improve Board effectiveness, maximize strengths and highlight areas for further development.

The manner of evaluation has been explained in the Corporate Governance Report forming part of this Annual Report.

g. Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance Report.The policy is available on the Companys website at the weblink: https://www.birlaprecision.com/documents/ investor/Polides/CQDE%20QF%20CQNDUCT%20 FQR%20BOARD%20QF%20PI RECTORS%20 AND%20SENIQR.pdf.

The policy contains, inter-alia, principles governing Directors, KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

h. Code of Conduct.:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviour in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Companys website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. A declaration to this effect signed by the Whole Time Directors of the Company appears elsewhere in this Annual Report.

VI. MEETINGS QFTHE BOARD:

During the financial year 2022-23,7(seven) Board meetings were convened.

The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, and is annexed as an ‘Annexure - IV to this Boards Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

VII. COMMITTEES OF BOARD:

In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had the following Four (4) Committees as on March 31,2023:

• Audit Committee,

• Nomination and Remuneration Committee,

• Stakeholders Relationship Committee,

• Corporate Social Responsibility Committee

A detailed update on the Board, its committees, its composition, detailed charter includingterms of reference of various Board Committees, number of committee meetings held, and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

VIII. PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, the Company has formulated a revised Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on related party transactions is available on the Companys website at https://www.birlaprecision.com/documents/investor/ Policies/Policy-Related-Party Transaction.pdf

All related party transactions are placed before the meeting(s) of Audit Committee for its review and approval. Prior/Omnibus approval of the Audit Committee is obtained on an annual basis for a financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all

related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on quarterly basis.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Hence, the disclosure of Related Party Transactions as required under Section I34(3)(h) of the Companies Act 2013 in FormAOC-2 is not applicable.

IX. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Act introduced regulations with focus on control and compliance requirements, in light of which, the Company has laid down internal financial controls across various processes prevalent in the organization. These controls have been established at the entity as well as process level and are designed to ensure compliance to internal control requirements, regulatory compliance and enable appropriate recording of financial and operational information.The Company has reviewed the effectiveness of its internal financial controls by adopting a systematic approach to assess the design and its operating effectiveness.

During the financial year 2022-23, such controls were tested and no reportable material weakness in the design or operation was observed. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

X. AUDITORS AND AUDITORSREPORT:

a) Statutory Auditors & their Report:

The Companys Statutory Auditors, M/s. Valawat & Associates, Chartered Accountants (ICAI Firm Registration No. 003623C) were appointed as Statutory Auditors ofthe Company for a period of five consecutive years at the 33^rd Annual General Meeting held on 29th December, 2020 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. The requirement of

seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. May 7,2018.

M/s. Valawat & Associates, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141 (3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-

explanatory and therefore do not call for any further comments.

b) Secretarial Auditor & their Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Anil Kumar Somani Proprietor of Anil Somani & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2023.

The Secretarial Audit Report for the financial year ended March 31, 2023 is enclosed to this report as "Annexure 11". The Secretarial Audit Report is selfexplanatory except below observations:

Auditors Observation and Managements Reply:

Sr. No.		Observations		Reply to the Observations
1.		The Company has not filed disclosure as per SEBI Circular SEBI/HO/DDHS/ CIR/P/2018/144 dated November 26, 2018 regarding Fund raising by issuance of Debt Securities by Large Corporate for March, 2022		SEBI Circular SEBI/HO/DDHS/CIR/P/2018/144 dated 26th November, 2018 is applicable to all listed entities which as on last day of the financial year have their specified securities or debt securities or non-convertible redeemable preference share, listed on a recognised stock exchange(s) in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5; and have an outstanding long term borrowing of Rs 100 crores or above, where outstanding long-term borrowings shall mean any outstanding borrowing with original maturity of more than 1 year and shall exclude external commercial borrowings and inter-corporate borrowings between a parent and subsidiary(ies); and have a credit rating of "AA and above", where credit rating shall be of the unsupported bank borrowing or plain vanilla bonds of an entity, which have no structuring/ support built in; and in case, where an issuer has multiple ratings from multiple rating agencies, highest of such rating shall be considered for the purpose of applicability of this framework. Looking into the applicability criteria, our Company does not fell into this framework. However, the Company is always being a Compliance oriented, so voluntarily filed quarterly disclosures regarding fund raising and had not filed yearly disclosure.
2.		The Company has not filed Confirmation certificate in the matter of Regulation 74(5) of Securities and Exchange Board of India (Depositories and Participants) Regulations, 201 8 for the quarter ended September, 2022.		The Company has filed Confirmation certificate in the matter of Regulation 74(5) of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 for the quarter ended September, 2022 but inadvertently, the Certificate of Practising Company Secretary of Reco Report was enclosed rather the certificate from Registrar and Share Transfer Agent.
3.		The Company has delayed filed financial results (In XBRL) for the quarter ended 3 1.03.2022 and 30.09.2022 with BSE Ltd.		As per Regulation 33 of Listing Regulations, the Company is required to file Financial Results in XBRL mode within 24 hours of submission of results in PDF mode. Due to technical error of validation of excel utility in XBRL mode, the results were not filed within the prescribed time limit. However, the Company had filed the results through listing portal in PDF mode.
4.		The Company has delayed submitted Scrutinizer report on 09.05.2022 for postal ballot completed on 05.05.2022 and also delayed filed outcome of postal ballot on 10.05.2022 and the company has delayed filed voting results (In XBRL) on 1 1.05.2022		As per Rule 22(9) of the Companies (Management and Administration) Rules, 2014, the Scrutinizers report is to be submitted as soon as possible after the last date of receipt of postal ballot but not later than seven days thereof. The Company has complied with the said provisions and submitted the report on 10.05.2022 the same was communicated with the auditor also but due to differential opinion on it, the Auditor has mentioned the remark.
	forthe postal ballot completed on 05.05.2022		As far as voting results are concerned, the same has to be submitted to the stock exchange within 24 working hours of the voting results. It was filed within the prescribed timeline. While calculating timeline, auditor has considered public holidays as working time.
5.	Compliance certificate filed for the year ended 31.03.2022 under Regulation 7(3) of SEBI (LODR), 2015 was not signed by Company Secretary and compliance officer of the Company as required under Regulation 7(3).		Compliance Certificate under Regulation 7(3) of Listing Regulations was filed by the Company Secretary along with Certificate received from Registrar and Share Transfer Agent, KFin Technologies Limited. Due to oversight, the Compliance Certificate was not signed by the Company Secretary of the Company.
6.	The Company has given notice of AGM to BSE Ltd on 04.09.2022 but delayed given advertisement in newspaper for notice of AGM on 1 1.09.2022 as per Regulation 47 of SEBI (LODR), 2015.		To avoid such non-compliances in future, the Company has taken cautionary measures
7.	The Company has not filed statement of investor complaints (In XBRL) for the quarter ended 30.06.2022 and also delayed filed statement of investor complaints (In XBRL) on 09.1 1.2022 for the quarter ended 30.09.2022 as per Regulation 13(3) of SEBI (LODR), 2015.		As per BSE circular dated 12th April, 2022 pertaining to XBRL based filing of Statement of investor compliant under Regulation 13(3) for Listed Companies at BSE, filing of Investor Complaint in XBRL mode made mandatory for all listed Companies from quarter ended 30th June, 2022. As it was the first time applicability of the Compliance, the report was filed delayed due to technical error of validating the excel utility. For September 2022 quarter, due to oversight the Company Secretary had filed the report in pdf mode and delayed filing of report in XBRL mode.
8.	The Company has not complied disclosure requirement of material as well as other subsidiaries.		The Company has complied with Material disclosures requirements of its subsidiaries as transactions with its subsidiaries were in ordinary course of business.
9.	The Company has not uploaded all documents/ information as required under Regulation 46 of SEBI (LODR) Regulations, 2015		The Company is continuously updating its website as and when required under Regulation 46 of Listing Regulations
10.	The Company has not adopted all applicable policies prescribed under SEBI LODR Regulations, 2015.		The Company has adopted the policies which are applicable to our Company. Also the Company has taken adequate measures to review and implement other policies, if any, applicable to the Company
11.	100% promoters and promoter group shareholding of the Company as on 31.03.2023 are not holding in dematerialized form as per Regulation 31(1) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015		The demat account of Mr.Yashovardhan Birla has been attached by a court order which is not related to the Company. Mr.Yashovardhan Birla has filed an application to detach the same which is yet to come up for hearing as soon as the attachment will be removed the "Physical Holding consisting 21919 shares will be converted into the "Demat Holding"
12.	The constitution of audit committee of the Company not as per Regulation 18(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 during the year and BSE Ltd. imposed a fine of Rs. 344560/-.		As per Regulation 18(1) of Listing Regulations pertaining to Constitution of Audit Committee, at least two third of the members of the Committee shall comprise Independent Directors. During the period of August and December, appointments and resignation of directors were taken place. Thereby the constitution of the committees were altered too and recognition of regulation was not considered inadvertently. It came into light to the management after receiving notice of fine from the stock exchange.The Management promptly made the payment of fine and had reconstituted all its Committees as required under the SEBI (LODR) and also seek to eliminate such errors in future.
13.	The Company has not filed Annual Return on Foreign Liabilities and Assets and Annual Performance Report (APR) to RBI for foreign subsidiaries of the Company		Due to technical issues while log in to the RBI portal for filing Annual Return on Foreign Liabilities and Assets and Annual Performance Report (APR), the same was not filed through online portal of RBI.Though, being a compliance oriented organisation, the report was mailed to the concerned person via email within the specified time limit.The auditor is of the view of non-compliance though it was filed

c) Internal Auditor:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Samp & Co., Chartered Accountants bearing Firm Registration Number: 023782N as the Internal Auditors of the Company for the financial year ended 2023-24. M/s Samp & Co., Chartered Accountants have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company for the financial year 2023 - 24.

d) Cost Auditor:

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, on recommendations of Audit Committee, your Directors had appointed Mr. Jayant Galande Cost Auditor to audit the cost accounts of the Company for the Financial Year ending 31st March, 2023 at a remuneration of Rs. 75,000/- p.a. (Rupees Seventy-Five Thousand Only) plus applicable GST and reimbursement of out of pocket expenses etc. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification.

XI. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the "Annexure III" to the Boards Report.

XII .CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best Corporate Governance Practices as prevalent globally.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015, report on the Corporate Governance is annexed as "Annexure IV" and forms part of the Annual Report.

XIII. CORPORATE SOCIAL RESPONSIBILITY fCSRY

The Companys guiding principle for CSR is to build its relationship with stakeholders and the community at large, and to contribute to their long term social good and welfare. Your company, as a matter of duty, has been carrying out the CSR activities since long even when there were no statutory requirements in this regard. In compliance of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee. The Corporate Social Responsibility (‘CSR) Committee of the Board is responsible for evaluation and implementation of CSR Projects. Salient features of the CSR Policy are as follows:

• It lays down CSR Philosophy,Vision and Commitment of the Company.

• It specifies guidelines for implementation of CSR Projects through CSR Partners including eligibility criteria for CSR Partners.

• It also lays down roles and responsibilities of the CSR Committee.

During the year under review, no change was made in the CSR Policy. This Policy is disclosed on the Companys website at https://www.birlaprecision. com/documents/investor/Policies/Policy-Corporate- Social-Res ponsibility.pdf.

XIV. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Companys Code of Conduct. Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Companys website at the weblink: https://www.birlaprecision.com/ documents/investor/Policies/Whistleblower%20Policv.pdf.

XV. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As required under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally.Your Company has constituted ‘Internal Complaints Committee to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2022-23.

XVI. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

There are no significant or material orders passed by any Regulators / Courts which would impact the going concern status of the Company and its future operations.

XVII. ANNUAL RETURN:

The Annual Return of the Company as of 3 I st March, 2023, in Form MGT - 7 in accordance with Section 92(3) of the Companies Act 2013 read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.birlaprecision.com/uploads/news/Annual- Return 2022-2023.pdf-Active.pdf

By virtue of an amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of the Annual Return (form MGT- 9) as part of the Boards Report.

XVIII. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office/ Corporate Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

XIX. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements.The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections I 29 and I 33 of the Act.

XX. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards (SS-I and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

XXI. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) read with Section I34(3)(c) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts, for the financial year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 3 1,2023, and of the profit/ loss of the Company for the financial year from April 1,2022, to March 31,2023.;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate.

XXII. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee, of any instances of fraud committed in the Company by its officers or employees, as required under Section 143(12) of the Act.

XXIII. MATERIALCHANGES AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. However, during the year under review, the Company has incorporated a subsidiary company named as "Birla Durotool Private Limited" dated 20^th December, 2022.

XXIV. CHANGE IN THE NATURE OF COMPANYS BUSINESS:

There has been no change in the nature of business of the Company.

XXV. RISK MANAGEMENT:

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation I 7(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business.

The specific objectives of this framework are:

• To identify and assess various business risks arising out of internal and external factors that affect the business of the Company;

• To work out methodology for managing and mitigating the risks;

• To establish a framework for the Companys risk management process and to ensure its implementation;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and

• To assure business continuity, sustained growth with financial stability.

XXVI. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Companys performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

By Order of the Board of Directors For Birla Precision Technologies Limited

Vedant Birla Chairman & Managing Director DIN:0332769I

Place: Mumbai Date: 29^th August, 2023