BSEL ALGO Ltd Directors Report

To,

The Members,

BSEL ALGO LIMITED (Formerly: BSEL Infrastructure Realty Limited)

1. INTRODUCTION

Your directors are elated in presenting their 30 th Report on the Audited, Standalone and Consolidated, Financial Statements for the Financial year ended 31^st March, 2025.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

2. FINANCIAL RESULTS

(Rs. in Lakhs)

	Consolidated		Standalone
Particulars	2024-25	2023-24	2024-25	2023-24
Total Income	1,494.55	3,027.47	1,494.55	3,027.47
Profit before Interest, Depreciation, and Tax	1,340.67	2,864.40	1,340.87	2,864.55
Finance Cost	-	-	-	-
Depreciation	4.59	5.01	4.59	5.01
Profit before Tax and Exceptional Items	1,336.08	2,859.39	1,336.28	2,859.54
Exceptional Items Net (loss)/Gain	-	-	-	-
Tax Expense	338.70	339.85	338.70	339.85
Net Profit for the year	997.38	2,519.54	997.58	2,519.69
Appropriations		-		-

3. BUSINESS OVERVIEW

The Standalone Net profit is Rs. 997.58 Lakhs for financial year under review as compared to the Standalone Net profit for previous financial of Rs. 2,519.69 Lakhs. The Companys Consolidated Net Profit after tax is Rs. 997.38 Lakhs for the financial year under review as compared to Consolidated Net Profit of Rs. 2,519.54 lakhs for the previous financial year.

4. DIVIDEND

Directors of the Company are unable to declare any dividend for the financial year under review.

5. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the Companies Act, 2013 is not required.

6. SUBSIDIARY COMPANIES

BSEL is having three Wholly Owned Subsidiaries including step down subsidiaries named (I) BSEL Infrastructure Realty FZE

(II) BSEL Infrastructure Realty SDN BHD and (III) BSEL Waterfront SDN BHD, Balance Sheets, Profit & Loss accounts, Reports of the Directors and Auditors will be made available upon request by any member on application and will also be kept for inspection at the Registered Office of your Company. The financial data of the subsidiaries has been furnished with the statement pursuant to the provisions of the Companies Act, 2013 (‘Act) forming part of the Annual Report. Also, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India and listing agreement, your Company has presented the consolidated financial statements which include the financial information relating subsidiaries.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is attached to the financial statements of the Companyas Annexure I.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any; (b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) They have prepared the annual accounts on a ‘going concern basis; (e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; (f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment and Cessation of Directors:

The details of appointment and reappointment of Directors of the Company, during the year under review, are given in the table as hereunder:

Name of the Director	Date of Appointment/ Re-appointment	Details of Appointment/Re-appointment
Ms. Deepa Jani	28th September, 2024	Re-appointed as an Independent Director of the
(DIN: 08580654)		Company for the second term of Five consecutive years till 27 th September, 2029
Mr. Ashish Vidyasagar Dube (DIN: 07477676)	30th June, 2024	Re-designation as a Non-Executive, Non-Independent Director of the Company
Ms. Archana Dinesh Warade (DIN: 06986545)	30th June, 2024	Appointed as an Independent Director of the Company for a period of Five consecutive years tillth June, 2029 29

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence to the Company and pursuant to the provisions of Section 149 of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations). The appointment/re-appointment of the Directors mentioned above was recommended by the Nomination and Remuneration Committee of the Board and was approved by the shareholders.

B. Key Managerial Personnel other than Directors:

During the year under review, Mrs. Monika Dilipkumar Nathani has resigned as the Company Secretary & Compliance Officer w.e.f.8 th February, 2025 and Mrs. Khushbu Desai has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f.24 ^th March, 2025.

Pursuant to Section 203 of the Act, Mr. Santosh Sambhu Tambe, Managing Director, Ms. Anamika Kamble, Wholetime Director and Chief Financial Officer and Mrs. Khushbu Desai, Company Secretary and Compliance Officer are the Managerial Personnel of the Company as on March 31, 2025.

9. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

On appointment of an individual as Independent Director, the Company issues a formal Letter of Appointment to the concerned director, setting out in detail, the terms of appointment, duties and responsibilities. Each newly Independent Director is taken through a formal familiarization program. The programme also provides awareness of the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarization Programme also provides information relating to the financial performance of the Company and budget and control process of the Company.

10. BOARD MEETINGS

Seven meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

11. BOARD EVALUATION

The Board has adopted a formal mechanism for evaluating its own performance, as well as that of its Committees and Individual Directors, including the Chairman. The evaluation was conducted through a structured process, covering various aspects of the Boards functioning, such as composition of the Board and its Committees, diversity of experience and competencies and overall effectiveness in discharging responsibilities.

12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on appointment of directors is available on the Companys website at http://bsel.com/Policies/

Code-of-Conduct-for-Board-Members-and-Senior-Management-Personnel.pdf

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Companys website at http://bsel.com/ Policies/Nomination -and-Remuneration -Policy.pdf

13. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted the Corporate Social Responsibility (‘CSR) Committee in accordance with Section 135 of Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Pursuant to the provisions of Section 135 of the Act, the Company has also formulated a CSR Policy which is also available on the website of the Company at http://bsel.com/Policies/CSR-Policy.pdf. The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed herewith as Annexure II to this report.

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

STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014

The Company has an adequate Internal Financial Control system, commensurate with the size of its business operations.

15. COMMITTEES OF BOARD

The details of various committees constituted by the Board, including the committees mandated pursuant to applicable provisions of the Act and Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

16. STATUTORY AUDITORS

M/s. Gada Chheda & Co. LLP, Chartered Accountants, (FRN: W100059) ("the Statutory Auditors") have been appointed as the Statutory Auditors of the company at the 25th AGM held on 25th September 2020, to hold office up to30 th Annual General meeting.

Further, the Board of Directors at its meeting as recommended by Audit Committee, recommended reappointment of M/s. Gada Chheda & Co. LLP, Chartered Accountants, (FRN: W100059) as the Statutory Auditors of the Company to hold office for a period of five consecutive years commencing from the conclusion of forthcoming30 th Annual General Meeting until the conclusion of35 th Annual General Meeting, subject to approval of shareholders of the Company at the forthcoming Annual General Meeting.

17. AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

The statutory auditors report and the secretarial auditors report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

Secretarial audit report is attached to this report as Annexure III.

18. ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with Regulation 24A of the Listing Regulations, the Company has undertaken an audit for the financial year 2024-25 to verify compliance with all applicable SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Sunita Dube & Associates, Practicing Company Secretaries has been duly submitted to the Stock Exchange.

19. RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

20. VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Companys website at http://bsel.com/Policies/Vigil-mechanism-Whistle-Blower-policy.pdf.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

22. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE

The Board confirms that Independent Directors appointed during the year possess integrity, expertise and experience.

23. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025 and hence does not form part of this report.

24. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at http://www.bsel.com/shareholderinfo.htm

25. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014.

The details of employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, are annexed in Annexure-IV.

26. DISCLOSURE REQUIREMENTS

As per Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the integrated Management Discussion and Analysis form part of the Directors Report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

27. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

Earning/Expenditure in Foreign Currency

Earning: - Nil Expenditure: -Nil

29. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED

BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE

REPORT.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

30. CORPORATE GOVERNANCE

Corporate Governance essentially involves balancing the interests of a Companys stakeholders. The Company continues to nurture a culture of good governance practices across functions, offices and manufacturing facilities. Your Company has complied with the mandatory Corporate Governance requirements stipulated under the Listing Regulations. The separate Report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from M/s. Sunita Dube & Associates, Practicing Company Secretaries is attached to the Report on Corporate Governance.

31. CODE OF CONDUCT

Pursuant to the requirements of Listing Regulations, the Company has laid down a Code of Conduct for all Board Members, Senior Management Personnel and its employees to ensure the avoidance of conflicts of interest. The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2025.

The Codes are available on the website of the Company. The Codes have been circulated to the Directors and Senior Management Personnel and annual compliance with the same is affirmed by them.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints:

No. of complaints received during FY 2024-25:	Nil
No. of complaints disposed off during FY 2024-25:	Nil
No. of complaints pending for more than 90 days:	Nil

33. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL IMPACTING THE GOING

CONCERN STATUS AND COMPANYS OPERATION IN FUTURE.

There are no significant material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2024-25, there was no application made and proceeding initiated/pending by any Financial and/ or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016 ("the Code"). Further, there is no application or proceeding pending against your Company under the Code.

35. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE TIME SETTLEMENT AND THE

VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE

REASONS THEREOF

During the Financial Year 2024-25, the Company has not made any settlement with its bankers for any loan/facility availed or/and still in existence.

36. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

In accordance with the provisions of Section 134(3)(q) of the Act read with Rule 8(5) of the Companies (Accounts) Rules, 2014, the Company hereby confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year 2024-25.

37. OTHER DISCLOSURES

During the year under review:

There was no issuance of any shares with differential rights as to dividend, voting or otherwise or issuance of Sweat Equity Shares to employees of your Company under any scheme;

No fraud has been reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

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

Your Company does not engage in commodity hedging activities.

38. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Companys Bankers, its valued customers, employees and all other intermediaries concerned with the Companys business. Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

		By Order of the Board of Directors
		For BSEL ALGO LIMITED
	Sd/-	Sd/-
	Mr. Santosh Sambhu Tambe	Ms. Anamika Jeevan Kamble
Place: Navi Mumbai	Managing Director	Director
Date: 8th July, 2025	(DIN: 09668177)	(DIN: 09824238)