Bondada Engineering Ltd Directors Report

To

The Members of

BONDADA ENGINEERING LIMITED

Your directors take pleasure in presenting the 13th Annual Report together with the Audited Accounts of the Company for the Financial Year ended March 31 2025 and the Auditors Report thereon.

FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable ICAAP and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (‘Act).

The summarized financial highlight is depicted below:

(INRin Lakhs)

	At Standalone Level	At Consolidated Level
Particulars	For the financial year ended 31.03.2025	For the financial year ended 31.03.2024	For the financial year ended 31.03.2025	For the financial year ended 31.03.2024
Revenue	1,40,755.49	74,141.86	1,57.137.68	80,072.23
Other Income	1,237.71	403.08	837.37	299.99
Total Revenue	1,41,993.20	74,544.94	1,57,975.05	80,372.22
Expenditure	1.25,497.47	68,200.56	1,39,643.53	73,224.49
EBITDA	16,495.73	6,344.38	18,331.52	7,147.73
Finance Costs	2,385.97	885.68	2,486.36	885.67
Depreciation	202.16	34.48	362.55	95.31
Profit before tax	13,907.60	5,424.23	15,482.61	6,166.75
Less: Taxes	3,594.92	1,363.17	3,945.84	1,535.97
Profit After Tax	10,312.68	4,061.06	11,536.77	4,630.80

PERFORMANCE HIGHLIGHTS:

Standalone:

Total revenue of the Company for the financial year 2024-25 stood at Rs. 1,41,993.20 lakhs as against Rs. 74,544.94 lakhs for the financial year 2023-24, showing an increase of 190%.

EBITDA for the financial year 2024-25 stood at Rs. 16,495.73 lakhs as against Rs. 6,344.38 lakhs for the financial year 2023-24, showing an increase of 260%.

Profit after tax for the financial year 2024-25 stood at Rs. 10,312.68 lakhs as against Rs. 4,061.06 lakhs for the

CONSOLIDATED:

Total revenue of the Company for the financial year 2024-25 stood at Rs. 1,57,975.05 lakhs as against Rs. 80,372.22 lakhs for the financial year 2023-24, showing an increase of 197%.

EBITDA for the financial year 2024-25 stood at Rs. 18,331.52 lakhs as against Rs. 7,147.73 lakhs for the financial year 2023-24, showing an increase of 256%.

Profit after tax for the financial year 2024-25 stood at Rs.11,536.77 lakhs as against Rs. 4,630.80 lakhs for the financial year 2023-24 showing an increase of 249%.

DIVIDEND AND RESERVES:

During the year under review, the Board of Directors of the Company have declared final dividend of Re. 0.15 (1.50%) per equity share, for the financial year 2023-24 aggregating to Rs. 32.40 lakhs /- having a face value of Rs. 10/- each on the paid-up equity share capital of the Company.

Further, the company has also declared/recommended final dividend for the financial year 2024-25.

The dividend declared/proposed and paid is in accordance with section 123 of the Companies Act, 2013.

TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as the company was not required to transfer any amount to IEPF.

CHANCES IN SHARE CAPITAL:

During the period under review, there are no changes in the Authorised Share Capital of the Company. However there were changes in the Paid up Share Capital of the Company as mentioned below:

SPLIT OF SHARES

• The members of the Company in the Annual General Meeting held on 12th August, 2024 have accorded their approval for subdivision / split of the existing equity shares of the Company, such that 1 (One) equity share having the face value of Rs. 10/- (Rupees Ten Only) each fully paid up, be sub-divided / split into 5 (Five) equity shares having face value of Rs. 2/- (Rupees Two only) each fully paid up, ranking pari-passu with each other in all respects with effect from the Record Date.

• Pursuant to the above sub-division of the Equity Shares of the Company, all the issued, subscribed and paid-up equity shares of the face value of Rs. 10/- (Rupees Ten Only) each shall stand sub-divided into 5 (Five) equity shares having face value of Rs. 2/- (Rupees Two only) each.

PREFERENTIAL ISSUE OF EQUITY SHARES

• Board of Directors of the Company at their meeting held on Wednesday, January 29,2025 has considered and approved the allotment of 18,16,190 Equity Shares of face value of Rs. 2/- each at an Issue Price of Rs. 591.90/- each (including the premium of Rs. 589.90/- each amounting to Rs. 1,07,50,02,861/- (Rupees One Hundred and Seven Crore Fifty Lakh Two Thousand Eight Hundred and Sixty One Only) to investors being Promoter and Non-Promoters on Preferential Allotment basis through Resolution passed in the Extra Ordinary General Meeting held on 30th December, 2024 pursuant to the provision of Section 42, 62 and other applicable provisions of "The Companies Act, 2013" for which the In-principle approval has been

received from BSE Limited vide letter no. LOD/PREF/AM/FIP/1700/2024-25 dated Danuary 17, 2025.

• Consequent to the aforesaid allotment of 18.16,190 Equity Shares, the paid up equity capital of the Company has increased from Rs. 21,60,20,590/- consisting of10,80,10,295 Equity Shares of Rs. 2/- each to Rs. 21,96,52,970/- consisting of 10,98,26,485 Equity Shares of Rs. 2/- each.

ALLOTMENT OF EQUITY SHAPES UNDER BEL EMPLOYEES STOCK OPTION PLAN

• There was an allotment of 2,01,000 fully paid-up equity shares of face value of Rs. 2/- each, to the employees pursuant to exercise of options granted to them under the "BEL- Employees Stock Option Plan 2024" f‘ESOP 2024").

• 4,18,000 options have been granted to the eligible employees of the Company under the BEL Employees Stock Option Plan 2024 ("the Scheme")

• the scheme is in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

• Each of the 4,18,000 options upon vesting thereof, shall be exercisable into 1 equity share of face value of Rs. 2/- each.

• The exercise price of the options was determined as Rs. 2/- per option in accordance with applicable Accounting Standards.

• Consequent to the aforesaid allotment of 2,01,000 Equity Shares, the paid up equity capital of the Company has increased from Rs.21,96,52,970 consisting of 10,98,26,485 equity shares of face value of Rs.2/- each fully paid to Rs. 22,00,54,970 consisting of 11,00,27,485 equity shares of face value of Rs.2/- each fully paid.

CONVERSION OF 15,66,000 WARRANTS INTO 15,66,000 EQUITY SHARES

• Board of Directors of the Company at its meeting held on May 31, 2025 has inter alia considered and approved the allotment of 15,66,000 equity shares (pre-split -3,13,200 Warrants) of Rs. 2/- each (pre split - Rs. 10/- each) on conversion of15,66,000 warrants (pre-split - 3,13,200 Warrants) at an issue price of Rs.351.2/- (pre split - Rs. 1,756 per warrant) (including a premium of Rs.349.2/-(pre split - Rs. 1,746), on preferential basis to Dr. Faruk C. Patel, non-promoter, pursuant to the exercise of conversion of warrants into equity shares in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

• Pursuant to the allotment of equity shares consequent to the conversion of warrants, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increased to Rs.22,31,86,970/- (Rupees Twenty Two Crores Thirty One Lacs Eighty Six Thousand Nine Hundred and Seventy Only) consisting of 11,15,93,485 fully paid-up Equity Shares of Rs.2/- each. The new equity shares so allotted shall rank pari-passu with the existing equity shares of the Company.

Note : The above allotment were after the closure of the Financial Year i.e. 21st April 2025.

CHANGE IN NATURE OF BUSINESS:

The Company continues to be in the same line of business as stated in main objects of the existing

Memorandum of Association.

DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

CREDIT RATING:

The Credit Rating agency of the Company is M/s. Credit Rating Information Services of India Limited (CRISIL).

During the financial year 2024-25 CRISIL has assigned the rating as under in respect to the Companys banking facilities.

Facility/lnstrument	Present Rating Assigned
Rating Agency	CRISIL
Total facilities rated	INR 483 Cr
Long Term Rating	CRISIL A-/Stable
Short Term Rating	CRISIL A2+

CHANGE OF NAME OF THE COMPANY:

During the year 2024-25 there was no change in the name of the Company.

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

During the financial year 2024-25, there have been material changes and commitments which affects the

financial position of the Company which have occurred between the end of the financial year to which the

Financial Statements relate and the date of this Report is stated below:

SPLIT OF SHARES

• The members of the Company in the Annual General Meeting held on 12th August, 2024 have accorded their approval for subdivision / split of the existing equity shares of the Company, such that 1 (One) equity share having the face value of Rs. 10/- (Rupees Ten Only) each fully paid up, be sub-divided / split into 5 (Five) equity shares having face value of Rs. 2/- (Rupees Two only) each fully paid up, ranking pari-passu with each other in all respects with effect from the Record Date.

• Pursuant to the above sub-division of the Equity Shares of the Company, all the issued, subscribed and paid-up equity shares of the face value of Rs. 10/- (Rupees Ten Only) each shall stand sub-divided into 5 (Five) equity shares having face value of Rs. 2/- (Rupees Two only) each.

PREFERENTIAL ISSUE OF EQUITY SHARES

• Board of Directors of the Company at their meeting held on Wednesday, January 29, 2025 has considered and approved the allotment of 18,16,190 Equity Shares of face value of Rs. 2/- each at an Issue Price of Rs. 591.90/- each (including the premium of Rs. 589.90/- each amounting to Rs. 1,07,50,02,861/- (Rupees One Hundred and Seven Crore Fifty Lakh Two Thousand Eight Hundred and Sixty One Only) to investors being

Promoter and Non-Promoters on Preferential Allotment basis through Resolution passed in the Extra Ordinary General Meeting held on 30th December, 2024 pursuant to the provision of Section 42, 62 and other applicable provisions of "The Companies Act, 2013" for which the In-principle approval has been received from BSE Limited vide letter no. LOD/PREF/AM/FIP/1700/2024-25 dated January 17,2025.

• Consequent to the aforesaid allotment of 18,16,190 Equity Shares, the paid up equity capital of the Company has increased from Rs. 21,60,20,590/- consisting of 10,80,10,295 Equity Shares of Rs. 2/- each to Rs. 21,96,52,970/- consisting of 10,98,26,485 Equity Shares of Rs. 2/- each.

ALLOTMENT OF EQUITY SHARES UNDER BEL EMPLOYEES STOCK OPTION PLAN

• There was an allotment of 2,01,000 fully paid-up equity shares of face value of Rs. 2/- each, to the employees pursuant to exercise of options granted to them under the "BEL- Employees Stock Option Plan 2024" ("ESOP 2024").

• 4,18,000 options have been granted to the eligible employees of the Company under the BEL Employees Stock Option Plan 2024 ("the Scheme")

• the scheme is in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

• Each of the 4,18,000 options upon vesting thereof, shall be exercisable into 1 equity share of face value of Rs. 2/- each.

• The exercise price of the options was determined as Rs. 2/- per option in accordance with applicable Accounting Standards.

• Consequent to the aforesaid allotment of 2,01,000 Equity Shares, the paid up equity capital of the Company has increased from Rs.21,96,52,970 consisting of 10,98,26,485 equity shares of face value of Rs.2/- each fully paid to Rs. 22,00,54,970 consisting of 11,00,27,485 equity shares of face value of Rs.2/- each fully paid.

Note: The above allotment were after the closure of the Financial Year i.e. 21st April 2025

CONVERSION OF 15,66,000 WARRANTS INTO 15,66,000 EQUITY SHARES

• Board of Directors of the Company at its meeting held on May 31, 2025 has inter alia considered and approved the allotment of 15,66,000 equity shares (pre-split -3,13,200 Warrants) of Rs. 2/- each (pre split - Rs. 10/- each) on conversion of15,66,000 warrants (pre-split-3,13,200 Warrants) at an issue price of Rs.351.2A (pre split - Rs. 1,756 per warrant) (including a premium of Rs.349.2/-(pre split - Rs. 1,746), on preferential basis to Dr. Faruk C. Patel, non-promoter, pursuant to the exercise of conversion of warrants into equity shares in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

• Pursuant to the allotment of equity shares consequent to the conversion of warrants, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increased to Rs.22,31.86,970/- (Rupees Twenty Two Crores Thirty One Lacs Eighty Six Thousand Nine Hundred and Seventy Only) consisting of 11,15,93,485 fully paid-up Equity Shares of Rs.2/- each. The new equity shares so allotted shall rank pari-passu with the existing equity shares of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS:

As on March 31, 2025, the Company has 5 (Five) Directors, consisting of 2 (Two) Independent Directors, 1 (One) Non-Executive Director and 2 (Two) Executive Directors, out of two executive directors 1 (One) is Chairman and Managing Director and 1 (One) is Whole Time Director which is in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013.

The Board of Directors of the Company, at its meeting held on 17th March, 2025, considered the following matters relating to the composition of the Board:

APPOINTMENT OF MR. K.N. KUMAR AS AN INDEPENDENT DIRECTOR

The Board deliberated on the proposal for the appointment of Mr. K.N. Kumar as an Independent Director of the Company in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

After evaluating his background, professional expertise, and declaration of independence as submitted under Section 149(7) of the Companies Act, 2013, the Board approved his appointment, subject to the approval of shareholders in the ensuing General Meeting.

RESIGNATION OF MR. SARVESWAR REDDY SANIVARAPU FROM THE POSITION OF INDEPENDENT DIRECTOR

During the year the resignation was tendered by Mr. Sarveswar Reddy Sanivarapu, Independent Director, effective from 17th March, 2025.

The Board placed on record its deep appreciation for the outstanding leadership, guidance, and unwavering commitment displayed by Mr. Sarveswar Reddy Sanivarapu during his association with the Company. His contributions to the decision-making process, governance practices, and long-term value creation for stakeholders were highly acknowledged and recognized.

The Board expressed its sincere gratitude and wished him success in his future endeavors.

During the year there were changes in the composition various committees consequent to appointment of Mr. K.N. Kumar as an Independent Director and the resignation of Mr. Sarveswar Reddy Sanivarapu from the position of Independent Director.

Consequent to the above changes, the Board considered it necessary to reconstitute various Committees of the Board to ensure compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and to maintain an appropriate balance of executive, non-executive, and independent directors in all Committees.

Post reconstitution, the position of the Committees is as follows:

AUDIT COMMITTEE:

S.No.	Name of the Member	Category	Position
1.	Pasupuleti Venkata Subba Rao	Independent Director	Chairman
2.	Neelima Bondada	Non Executive; Non Independent.!	Member
3.	K. N Kumar	Independent Director	Member

NOMINATION AND REMUNERATION COMMITTEE:

S.No.	Name of the Member	Category	Position
1.	K N Kumar	Independent Director	Chairman
2.	Neelima Bondada	Non Executive; Non Independent.!	Member
3.	Pasupuleti Venkata Subba Rao	Independent Director	Member

CSR COMMITTEE:

S.No.	Name of the Member	Category	Position
1.	Pasupuleti Venkata Subba Rao	Independent Director	Chairman
2.	Neelima Bondada	Non Executive; Non Independent.!	Member
3.	K. N Kumar	Independent Director	Member

Mr. Satyanarayana Baratam (DIN: 02610755) Director is liable to retire by rotation and offer themself for re-appointment as Directors of the company. After considering recommendations of Board, the members of the Company at the ensuing Annual General Meeting may re-appoint Mr. Satyanarayana Baratam as Director of the company.

In the opinion of the Board, there has been no change in the circumstances which may affect the status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 as on March 31,2025:

1. Dr. Raghavendra Rao Bondada, Chairman & Managing Director ZSatyanarayana Baratam, Whole Time Director and Chief Financial Officer 3.Sonia Bidlan, Company Secretary & Compliance Officer

DECLARATION BY AN INDEPENDENT DIRECTOR(S):

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, the Company has received declarations from the Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Companys code of conduct.

BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, the Non- Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

During the year under review, the Company has also conducted two programs for familiarization of the Independent Directors on different aspects.

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met 11 (Eleven) times during the year under review. The details of board meetings and the attendance are given below:

S. No.		Date of Meeting		Total Number		Attendance
				of directors associated as on the date of meeting		Number of Directors Attended		% of attendance
1.		1st May 2024		5		5		100
2.		5th June, 2024		5		5		100
3.		15th July, 2024		5		5		100
4.	27th August, 2024		5		5		100
5.	20th September, 2024		5		5		100
6.	4th October, 2024		5		5		100
7.	22nd October 2024		5		5		100
8.	1st November, 2024		5		5		100
9.	7lh December 2024		5		5		100
10.	29th January 2025		5		5		100
TL	17th March 2025		5		5		100

ATTENDANCE OF DIRECTORS FOR BOARD MEETING:

Sr.No	Name of the Director	Number of Meetings which director was entitled to attend	Board Meetings Number of % of Meetings Attendance attended
1.	Dr. Raghavendra Rao Bondada	11	11	100
2.	Satyanarayana Baratam	11	11	100
3.	Neelima Bondada	11	11	100
4.	S. Sarveswar Reddy	11	11	100
5.	Pasupuleti Venkata Subba Rao	11	11	100
6.	K. N. Kumar	0	0	0

MEETINGS OF AUDIT COMMITTEE:

		Total Number of	Attendance
Sr. No.	Date of Meeting	members associated as on the date of meeting	Number of members Attended	% of attendance
1.	1st May, 2024	3	3	100
2.	27th August, 2024	3	3	100
3.	22nd October, 2024	3	3	100
4.	7th December, 2024	3	3	100
5.	1st March, 2025	3	3	100

ATTENDANCE OF DIRECTORS FOR AUDIT COMMITTEE:

		Audit Committee
Sr. No	Name of the Director	Number of Meetings which director was entitled to attend	Number of Meetings attended	% of Attendance
1.	S. Sarveswar Reddy	5	5	100
2.	Pasupuleti Venkata Subba Rao	5	5	100
3.	Neelima Bondada	5	5	100
4.	*K. N Kumar	0	0	0

* Appointed with effect from 17th March, 2025.

MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE:

		Total Number of	Attendance
Sr. No.	Date of Meeting	members associated as on the date of meeting	Number of members Attended	%of attendance
1.	29th March, 2025	3	3	100

ATTENDANCE OF DIRECTORS FOR NOMINATION AND REMUNERATION COMMITTEE:

		Nomination and Remuneration Committee
Sr. No	Name of the Director	Number of Meetings which director was entitled to attend	Number of Meetings attended	% of Attendance
1.	Pasupuleti Venkata Subba Rao	1	1	100
2	S. Sarveswar Reddy	1	1	100
3	Neelima Bondada	1	1	100
4	*Kadim Narayana Kumar	1	1	100

* Appointed with effect from 17th March, 2025.

MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

		Total Number of	Attendance
Sr. No.	Date of Meeting	members associated as on the date of meeting	Number of members Attended	%of attendance
1.	29th March, 2025	3	3	100

ATTENDANCE OF DIRECTORS FOR STAKEHOLDERS RELATIONSHIP COMMITTEE:

Sr. No	Name of the Director	Stakeholders Relationship Committee Number of Number of % of Meetings which Meetings Attendance director was attended entitled to attend
1.	Neelima Bondada	1	1	100
2.	Dr. Raghavendra Rao Bondada	1	1	100
3.	Satyanarayana Baratam	1	1	100

MEETINGS OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

		Total Number of	Attendance
Sr. No.	Date of Meeting	members associated as on the date of meeting	Number of members Attended	% of attendance
1.	29th March, 2025	3	3	100

ATTENDANCE OF DIRECTORS FOR CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

		Stakeholders Relationship Committee
Sr. No	Name of the Director	Number of Meetings which director was entitled to attend	Number of Meetings attended	% of Attendance
1.	**S. Sarveswar Reddy	0	0	0
2.	Pasupuleti Venkata Subba Rao	1	1	100
3.	Neelima Bondada	1	1	100
4.	*K. N Kumar	1	1	100

** Resigned with effect from 17th March, 2025 * Appointed with effect from 17th March, 2025.

MEETINGS OF RISK MANAGEMENT COMMITTEE:

Sr. No.	Date of Meeting	Total Number of members	Attendance
		associated as on the date of meeting	Number of members Attended	% of attendance
X	05,h June 2024	3	3	100
2.	07th December 2024	3	3	100

ATTENDANCE OF DIRECTORS FOR RISK MANAGEMENT COMMITTEE:

		Stakeholders Relationship Committee
Sr.No	Name of the Director	Number of Meetings which director was entitled to attend	Number of Meetings attended	% of Attendance
1.	Satyanarayana 8a rata m	2	2	100
2.	Dr. Raghavendra Rao Bondada	2	2	100
3.	Pasupuleti Venkata Subba Rao	2	2	100

GENERAL MEETING:

During the Year under review the company has conducted General Meetings as shown in the following table:

Attortdance

Sr. No.	Type of Meeting	Date of Meeting	Total Numbot of Members omitted to attond meeting	Number of members Attended	% of total Shareholding
1,	Exira-Ordinary General Meeting	6/07/2026	3.180	22	7936
2:	Annua! General Meeting	12/0*2026	3336	39	79.30
3.	Extra-Ordinary Genera! Meeting	30/12/2026	7125	26	B0 07

INDEPENDENT DIRECTORS AND THEIR MEETING:

The Independent Directors met on March 29, 2025, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COMMITTEES OF THE BOARD OF DIRECTORS:

The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given below:

• AUDIT COMMITTEE

1 Sr, No.	, Name of the Director	Designation	Type of the member
1.	Pasupuleti Venkata Subba Rao	Independent Director	Chairman
2.	Neelima Bondada	Non-Executive Director	Member
3.	**Sarveswar Reddy Sanivarapu	Independent Director	Member
4.	"K.N Kumar	Independent Director	Member

** Resigned with effect from 17th March, 2025

• Appointed with effect from 17th March, 2025

• NOMINATION AND REMUNERATION COMMITTEE

Sr. No.	Name of the Director	Designation	Type of the member 1
1.	*K.N Kumar	Independent Director	Chairman
2.	Sarveswar Reddy Sanivarapu	Independent Director	Member
3.	Neelima Bondada	Non-Executive Director	Member
4.	Pasupuleti Venkata Subba Rao	Independent Director	Member

** Resigned with effect from 17th March, 2025

* Appointed with effect from 17th March, 2025

• STAKEHOLDERS RELATIONSHIP COMMITTEE

Sr. No.	Name of the Director	Designation	Type of the member ?
1.	Neelima Bondada	Non-Executive Director	Chairman
2.	Dr Raghavendra Rao Bondada	Director	Member
3.	Satyanarayana Baratam	Director	Member
• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Sr. No.	Name of the Director	Designation	Type of the member !>
1.	Pasupuleti Venkata Subba Rao	Independent Director	Chairman
2.	Neelima Bondada	Director	Member
3.	*K. N Kumar	Independent Director	Member

‘Appointed with effect from 17th March, 2025

• RISK MANAGEMENT COMMITTEE

Sr. No.	Name of the Director	Designation	Type of the member
1,	Satyanarayana Baratam	Whole Time Director & CFO	Chairman
2.	Raghavendra Rao Bondada	Chairman & Managing Director	Member
3.	Pasupuleti Venkata Subba Rao	Independent Director	Member

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31,2025, the company has 7 (Seven) subsidiaries. As on March 31,2025, the Company does not have any Associate and/or Joint Venture Companies.

The list of Subsidiaries and associates of the company as on March 31, 2025, is forming a part of Boards Report and the details under section 129 of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014 regarding the performance and financial position of each of the Subsidiaries/associate companies/joint ventures of the company is provided in ‘Form AOC-V under ANNEXURE - C which forms part of this report.

AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 and any other applicable provisions and the Rules framed thereunder, if any. of the Companies Act, 2013 (including any statutory modification(s) or re- enactment thereof for the time being in force) read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Sreedar Mohan & Associates, Chartered Accountants, Hyderabad (Firm Registration No. 012722S) were appointed as Statutory Auditors of the Company at the 10th Annual General Meeting held on 30th September, 2022 for a term of five consecutive years from the FY 2022-23 to FY 2026-27 from the conclusion of that Annual General Meeting till the conclusions of the Annual General meeting to be held in 2027.

The Report given by M/s. Sreedar Mohan & Associates, Statutory Auditors of the Company on the financial statements of the Company for the FY 2024-25 is part of the Annual Report.

• STATUTORY AUDITORS OBSERVATIONS IN AUDIT REPORT:

The Audit Report submitted by statutory auditors for the financial year ended March 31. 2025 does not contain any qualifications, reservations, adverse remarks or disclaimers.

SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re- enactment thereof for the time being in force), on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed M/s RVR & Associates, Practicing Company Secretary, as a Secretarial Auditor of the Company to conduct a Secretarial Audit for the Financial Year 2024-25 in Meeting of Board of Directors held on May 1. 2024. A Secretarial Audit Report in Form MR-3 issued by M/s. RVR & Associates. Practicing Company Secretary has been provided in an ANNEXURE - A which forms part of this Report.

• SECRETARIAL AUDITORS OBSERVATIONS IN SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report issued by the secretarial auditors does not contain any qualifications, reservations or adverse remarks or disclaimers.

INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed M/s. 3. Madhav Rao & Co., Chartered Accountant (FRN 015119S) as an Internal Auditor of the Company to conduct the internal Audit for the Financial Year 2024-25 in Meeting of Board of Directors held on May 1,2024.

COST AUDITOR:

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules 2014 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013, the Company is required to maintain the cost accounts and records of the Company, accordingly, on recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. Bharatulla & Associates, Cost Accountants as a Cost Auditor to prepare the Cost records and also undertake the Cost Audit for the financial year 2024-25 in the meeting of Board of Directors held on May 1,2024. Accordingly, after considering the recommendations of Audit Committee and Board of Directors, the remuneration payable to the Cost Auditor shall be ratified by the members at the ensuing Annual General Meeting.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR Policy and CSR Plan is available on the website of your Company at https://www.bondada.net.

The Report on CSR activities is annexed as ANNEXURE - B to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Since the Company is SME listed, the requirements of the Business Responsibility and Sustainability Report for the financial year ended March 31, 2025 is not applicable.

CORPORATE GOVERNANCE:

The Company is committed to good corporate governance practices.

Corporate Governance is not applicable to the Company under Regulation 15(2) of SEBI (LODR) Regulations, 2015 since the Company is listed on BSE SME platform.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has put in place adequate, strong and effective internal control systems with best processes commensurate with its size and scale of operations which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy is uploaded on the website of the Company www.bondada.net.

During the year under review, your Company had not received any complaint under the whistle blower policy.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company www.bondada.net.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the period under review, the Company has provided loans, guarantees or investment pursuant to provisions of Section 186 of the Companies Act, 2013, details of which are provided in notes of the Balance Sheet.

The details of loans, guarantees and investments made during the year under review are disclosed in the financial statements.

RELATED PARTY TRANSACTIONS:

All transactions with related parties entered into during the financial year were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions. All Related Party Transactions are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is provided as ANNEXURE - D of this Report.

The Policy on Related Party Transactions is available on the Companys website www.bondada.net.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended are provided below.

CONSERVATION OF ENERGY:

The company is in the process of identifying the areas for conservation of energy.

TECHNOLOGY ABSORPTION:

No technology either indigenous or imported is involved.

RESEARCH & DEVELOPMENT:

No research and development have been carried out

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not earned any foreign exchange during the year and there is no foreign currency outgo during the year under review.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in ANNEXURE-E.

BOARD POLICIES:

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are available on the website at www.bondada.net.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website www.bondada.net.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act. 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for Redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, the Company has not received any complaint pertaining to sexual harassment.

RISK MANAGEMENT

During the year under review, being the top 1000 listed entities based on the market capitalization, the Board in its meeting held on May 01,2024 has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses, if any, are systematically addressed through mitigation actions on a continual basis. The policy on Risk Management is also available on the website of the Company at www.bondada.net

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement

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 made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records ccordance 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 have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

SECRETARIAL STANDARDS:

The Directors have devised proper systems and processes for complying with the requirements of applicable provisions of Secretarial Standard-! and Secretarial Standard-2 Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

EMPLOYEE STOCK OPTION PLAN:

Equity based compensation is an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through stock based incentive plan. The Company recognised that employees are most valuable resource and their steadfast commitment and highly motivated performance is instrumental in sustained growth of the Company. It is therefore essential to attract and retain talent to ensure long-term commitment to the company to contribute to the growth and development of the company.

The Company believes in rewarding its employees including directors of the Company as well as of the existing and future subsidiary company(ies) or associates company(ies) for their continuous hard work, dedication and support, which has led the Company and existing and future subsidiary company(ies) or associates company(ies) on the growth path. The Company intends to implement Bondada Engineering Limited - Employee Stock Option Plan 2024 ("BEL-ESOP 2024") with a view to attract and retain business critical and high potential employees of the Company and its existing and future subsidiary company(ies) or associates company(ies) by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability.

Under BEL-ESOP 2024, the eligible employees were granted Options which were to be exercisable into equity shares of Rs. 10/- (Rupee Ten only) (pre-split) and (Rs. 2/- post split) each of the Company. BEL-ESOP 2024 was implemented by the Nomination and Remuneration Committee of the Board during the year.

• There was an allotment of 2,01,000 fully paid-up equity shares of face value of Rs. 2/- each, to the employees pursuant to exercise of options granted to them under the "BEL- Employees Stock Option Plan 2024" (ESOP 2024").

• 4,18,000 options have been granted to the eligible employees of the Company under the BEL Employees Stock Option Plan 2024 ("the Scheme")

• the scheme is in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

• Each of the 4,18,000 options upon vesting thereof, shall be exercisable into 1 equity share of face value of Rs. 2j- each.

• The exercise price of the options was determined as Rs. 2/- per option in accordance with applicable Accounting Standards.

The Scheme contemplated grant of Options to the employees of the Company and its Subsidiary Company(ies) or associates company(ies) (present and future, if any).

After vesting of Options, the employees earned a right, but not an obligation, to exercise the vested Options within the exercise period and obtain equity shares of the Company which shall be issued by the Company subject to payment of exercise price and satisfaction of any tax obligation arising thereon and other terms and condition of the Scheme.

The objectives of the Scheme are:

1. Create a sense of ownership within the organization;

2. Encourage Eligible Employees to align their performance with Company objectives;

3. Promote the long-term interests of the Company by providing an incentive to attract, retain, motivate and reward Eligible Employees of the Company so as to make them partners to the growth and profitability of the Company, and thereby promoting the welfare of the Eligible Employees.

The aggregate number of stock Options to be granted under the Plan shall not exceed 21,60,000 (Twenty One Lakh Sixty Thousand) Employee Stock Options ("ESOPsV "Option(s)"), being 2% (Two percent) of the total outstanding equity shares of the Company as at December 31, 2023, exercisable into not more than 21,60,000 (Twenty One Lakh Sixty Thousand) fully paid-up equity shares of the Company in aggregate of face value of Rs. 10/- (Rupees Ten only) each ("ESOP Pool").

In case of any corporate action(s) such as rights issue, bonus issue, merger, demerger, sale of division, expansion of capital, change in capital structure and others, if any including preferential allotment of shares or qualified institutions placement, additional Options of the Company are to be issued to the employees for the purpose of making a fair and reasonable adjustment to the Options issued to them, the above ceiling in terms of number of equity shares shall be deemed to be increased in proportion to the additional equity shares issued in the aforesaid corporate action(s).

In case of a share split or consolidation, if the revised face value of the share is less or more than the current face value as prevailing on the date of coming into force of this scheme, the maximum number of shares

available for being granted under BEL-ESOP 2024, as specified above shall stand modified accordingly, so as to ensure that the aggregate benefit (No. of Shares X face value per Share) prior to such Share split or consolidation does not reduce after such Share split or consolidation.

GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Voting rights which are not directly exercised by the employees in respect of shares for the subscript ion/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

• Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

• Change in the nature of business of your Company

• No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

• One-time settlement of loan obtained from the Banks or Financial Institutions.

• Revision of financial statements and Directors Report of the Company

• None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI / Ministry of Corporate Affairs / Statutory Authorities.

• Neither the Managing Director nor the Whole- time Directors of the Company, receives any commission from any of its subsidiaries.

ACKNOWLEDGEMENT:

The Directors wishes to express their gratitude to bankers, financial institutions, government authorities, regulatory authorities, customers and suppliers, business partners, shareholders and other stakeholders, and all others who are directly or indirectly associated with the company for their continued cooperation and support throughout the year.

The Directors also express their sincere gratitude for the committed efforts and ongoing contributions made by all Bondada Family members, at all levels, in order to foster the Companys success and growth.

For and on behalf of Bondada Engineering Limited
Dr. Raghavendra Rao Bondada Chairman and Managing Director	Satyanarayana Baratam Whole-time Director
DIN: 01883766	DIN: 02610755
Place: Hyderabad
Date: September 5, 2025