Butterfly Gandhimathi Appliances Ltd Directors Report

Dear Members,

The Board of Directors ("Board") are pleased to present the 38th (Thirty Eight) Annual Report of Butterfly Gandhimathi Appliances Limited ("the Company" or "Butterfly") on the business and operations, along with the audited Financial

Statements for the Financial Year ended March 31, 2025.

1. State of the affairs of the Company

In the face of a challenging economic environment marked by higher inflation, degrowth among peer companies, and a generally sluggish market, the Company undertook strategic measures to optimise its product portfolio by concentrating on high-potential offerings and advancing digital penetration to broaden customer access. A prudent pricing strategy was implemented to maintain competitiveness while safeguarding margins, complemented by premiumisation initiatives aimed at enhancing brand equity through the introduction of premium product variants. Concurrently, cost optimisation efforts were pursued to improve operational efficiency, and product laddering was employed to provide a structured range of offerings tailored to diverse customer segments. Collectively, these initiatives have reinforced the Companys market position and underpin its commitment to sustainable growth despite prevailing macroeconomic challenges.

The performance of the business(es) of the Company are detailed out in the Management Discussion and Analysis Report ("MDA"), which forms part of this Annual Report.

2. Financial performance

The Companys financial performance for the year ended March 31, 2025 is summarised below:

(Rs. in Lakhs)

Particulars	F.Y. ended on March 31, 2025	F.Y. ended on March 31, 2024
Revenue from Operations (Net)	86,450.15	93,128.25
Other Income	697.58	485.77
Operating Expenditure	79,924.94	90,390.91
Operating Profit before Depreciation and Finance Cost	6,525.21	2,525.80
Operating Profit before Depreciation, Finance cost and Exceptional Items	6,525.21	2,737.34
Finance Cost	518.68	642.44
Depreciation	2,309.43	1,806.27
Profit before Exceptional Items and Tax	4,394.68	774.40
Exceptional Items	-	211.54
Profit before Tax	4,394.68	562.86
Income Tax/ Deferred Tax	1,141.37	(176.12)
Profit after Tax	3,253.31	738.98
Other Comprehensive Income net of tax	55.83	(84.50)
Total Comprehensive Income for the year	3,309.14	654.48
Earnings Per Equity Share (Face Value of J 10/- (Rupees Ten Only)	18.20	4.13

3. Performance at a glance

• During the year under review, the Revenue from operations amounted to Rs. 86,450.15 Lakhs as against Rs. 93,128.25 Lakhs during the previous year.

• EBITDA for the year stood at Rs. 6,525.21 Lakhs as against Rs. 2,525.80 Lakhs during the previous year.

• Depreciation for the year stood at Rs.2,309.43 Lakhs as against Rs. 1,806.27 Lakhs during the previous year.

• Interest expense for the year stood at Rs.518.68 Lakhs as against Rs. 642.44 Lakhs during the previous year.

• Profit before Tax stood at Rs. 4,394.68 Lakhs as against Rs. 562.86 Lakhs during the previous year.

• No material changes or commitments have occurred between the end of the Financial Year and the date of this Report, which affects the Financial Statements of the Company with respect to the reporting year.

4. Dividend

The Board has not recommended any dividend for the Financial Year 2024-25.

In terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations"), the Company has formulated a Dividend Distribution Policy. The said policy is enclosed as Annexure-1 to this Report.

It is also available on the Companys website and can be accessed at https://butterflyindia com/wp-content/uploads/2021/04/Dividend-Distribution-Policy-20.10.2020.pdf

5. Transfer to reserves

Your Company does not propose to transfer any amount to the General Reserve.

6. Report on Management Discussion and Analysis ("MDA")

As required under Regulation 34, read with Schedule V (B) of the Listing Regulations, report on MDA is presented in a separate section, forming part of this Annual Report and are restricted to the areas, which are relevant to the current scenario and outlook of the Company.

7. Share capital

During the year under review, there was no change in the share capital of the Company.

The total paid-up share capital of the Company as on March 31, 2025 stood at H 17,87,95,510 divided into 1,78,79,551 equity shares of H 10 each. Your Company has neither issued any shares with differential rights as to dividends, voting or otherwise nor issued any sweat equity shares during the year under review.

8. Financial liquidity

Cash and cash equivalent as on March 31, 2025 stood at H 966.70 Lakhs vis-?-vis H 4,091.10 Lakhs in the previous year. The Companys working capital management is robust and involves a well-organised process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

9. Credit rating

CRISIL, a credit rating agency has provided the Companys credit rating for its bank facilities. During the financial year under review there was no change in the credit rating. The details of the ratings are as follows:

Instrument(s)	Rating(s)
1. Long-Term Rating	CRISIL AA/Stable
2. Short-Term Rating	CRISIL A1+

10. Public deposits

No public deposits have been accepted or renewed by your Company during the Financial Year under review, pursuant to the provisions of Section 73 and 74 of (the "Act") read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

11. Particulars of loans, guarantees or investments

During the year under review, the Company has not granted any Loans and/ or given any Guarantees and/ or provided any security and/or made any investments under the provisions of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014.

12. Internal control systems

12.1 Internal controls and its adequacy

Your Company prioritises reinforcing financial and operational controls to enhance transparency, accountability and efficiency in its processes. Your Company adheres to an internal control framework that includes key process coverage that impacts the reliability of financial reporting, periodic control testing to assure design and operational effectiveness, implementation of remedial measures and regular monitoring by senior management and the Audit Committee of the Board. Internal audits are conducted periodically and any design deficiencies or operational inefficiencies are reported and improvement measures are recommended. The adequacy of controls is reviewed by the Audit Committee of the Board and specific processes are assessed for improvement in systems and outcomes.

12.2 Internal controls over financial reporting

The Companys internal financial controls are commensurate with the scale and complexity of its operations. These systems are designed keeping in view the nature of activities carried out at each location and the various business operations. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets, timely preparation of reliable financial information, accuracy and completeness in maintaining accounting records, prevention & detection of frauds & errors and economical and efficient use of resources.

13. Vigil Mechanism/ Whistle-Blower Policy ("WB Policy")

During the Financial Year under review, trainings were conducted to keep the employees informed of the Companys Code of Conduct ("COC"), Prevention of Sexual Harassment and Whistle-Blower rights. This ensures compliance and a controlled environment, while achieving our objectives. The Company has established a reputation for doing business with integrity and maintained zero tolerance towards any form of unethical behaviour. Your Company has formulated a WB

Policy intending to provide a mechanism for employees to report violation(s). It also assures them of the process that will be observed to address the reported violation. The Policy also lays down the procedures to be followed for tracking complaint(s), giving feedback, conducting investigation, and taking disciplinary action(s). It also provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to complainant(s). No personnel have been denied access to the Audit Committee of the Board. The Audit Committee oversees the functioning of this policy. Protected disclosures can be made by a whistle-blower through several channels to report actual or suspected fraud(s) and violation(s) of the COC.

The WB Policy also establish a framework to encourage and safeguard genuine whistleblowing by Vendor(s).

Any incident that reported, is investigated and suitable action is taken in line with the WB Policy. The WB Policy of your Company is available on the website of the Company and can be accessed at the web-link https://www.butterflyindia.com/ wp-content/uploads/2022/09/Whistle-Blower-Policy_28092022.pdf Your Company received 9 (Nine) Whistle-Blower complaints during the F.Y. 2024-25 and suitable action(s) were taken, in accordance with the WB Policy.

14. Holding Company

Pursuant to Section 2(87)(ii) of the Act, Crompton Greaves Consumer Electrical Limited ("Crompton"), the Holding Company, incorporated on February 25, 2015 inter alia, engaged in the business of manufacturing, trading, selling and distribution of fans, lighting, pumps and appliances. The equity shares of the Crompton are listed on BSE Limited ("BSE") and National Stock Exchange Limited ("NSE"). Total revenue of Crompton on a consolidated basis for the F.Y. ended March 31, 2025, was H 7,932.38 Crore (including H 68.83 Crore as other income). Profit after Tax was H 564.08 Crore as compared to H 441.78 Crore in the previous year.

Pursuant to Section 2(87)(ii) of the Act, Crompton holds 75% of the paid up equity share capital of the Company.

15. Subsidiaries, associates and joint venture companies

The Company does not have any Subsidiaries, Associates or Joint Venture during the financial year or at any time after the closure of the financial year and till the date of this report.

16. Board of Directors & Key Managerial Personnel

Your Companys Board consists of distinguished professionals with a track record of integrity and excellence. Their collective experience, strategic acumen, and leadership strength contribute significantly to the Companys governance and growth

The Board of your Company comprises of 8 (Eight) members as on the date of this Report.

16.1 Directorate a) Appointment(s), Re-appointment(s), and Retirement by Rotation of Directors

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee ("N&RC") of your Company. The detailed Nomination and Remuneration Policy is available on the website of the Company and can be accessed at https://butterflyindia. com/wp-content/uploads/2025/05/BGMAL-Policy-for-Appointment-Evaluation-OF-BOD-Senior-Management.pdf

Appointment of Mr. Kunnawalkam Elayavalli Ranganathan (DIN: 00058990) as Non-Executive Independent Director of the

Company

During the year under review, the Board of the Company at its meeting held on April 4, 2024, and on the basis of the recommendation of the N&RC and based on the evaluation of balance of skills, knowledge, experience and expertise, considered and approved the appointment of Mr. Kunnawalkam Elayavalli Ranganathan (DIN: 00058990) as an Additional Director (Non-Executive, Independent) for a period of 5 (Five) consecutive years commencing from April 4, 2024 to April 3, 2029, who is not liable to retire by rotation.

The resolution pertaining to the above appointment was duly approved by the shareholders of the Company, with requisite majority, on May 28, 2024, by means of Postal Ballot, through remote e-Voting, details of which have been provided in the Report on Corporate Governance which forms part of this Annual Report.

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the

Company, Mr. Promeet Ghosh (DIN: 05307658) is liable to retire by rotation at the forthcoming Annual General Meeting ("AGM") and, being eligible, has offered himself for re-appointment. The Board recommends re-appointment of Mr. Promeet Ghosh for the consideration of the Members of the Company at the forthcoming AGM. The relevant details including brief profile of Mr. Promeet Ghosh is included separately in the Notice of AGM and Report on Corporate Governance of this Company, forming part of the Annual Report.

Retirement & Cessation

During the year under review, Mr. Rangarajan Sriram (DIN: 09550640), Managing Director, had resigned from its position w.e.f. closure of business hours of June 14, 2024 to pursue career options outside the organisation. Mr. Sriram confirmed that there was no other material reason other than those provided herein above. The Board recognised and expressed their gratitude for the exceptional leadership and contributions made by Mr. Sriram during his tenure as the Managing Director of the Company.

Pursuant to completion of the respective tenure of Mr. A. Balasubramanian (DIN: 00490921), Mr. M. Padmanabhan (DIN: 00101997), Mr. G. S. Samuel (DIN: 05284689) and Mr. T. R. Srinivasan (DIN: 00367302), retired w.e.f. July 31, 2024. The Board placed on record its appreciation for the contribution made by them during their tenure as Non-Executive, Independent Directors of the Company.

16.2 Key Managerial Personnel ("KMP")

During the year under review, Mr. Rangarajan Sriram, Managing Director of the Company, resigned w.e.f. closure of business hours of June 14, 2024.

Ms. Swetha Sagar G was appointed as the Manager & Chief Business Officer w.e.f. June 15, 2024 for a period of 5 (Five) years effective from June 15, 2024 and the resolution pertaining to the appointment of Ms. Swetha Sagar G was duly approved by the shareholders of the Company, with requisite majority, at the 37th Annual General Meeting of the Company held on July 19, 2024, details of which have been provided in the Report on Corporate Governance which forms part of this Annual Report.

The Board in its meeting held on May 13, 2025, on the recommendation of Nomination & Remuneration Committee, pursuant to Section 203 of the Act and the Regulation 6 of the Listing Regulations, and Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 appointed Mr. Jayant Barde (A-61954) as the Company Secretary & Compliance Officer of the Company w.e.f. May 13, 2025.

In accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force the following are the KMPs of the Company:

1. Ms. Swetha Sagar G, Manager & Chief Business Officer("Manager & CBO")

2. Mr. V. A. Jospeh, Chief Financial Officer

3. Mr. Viral Sarvaiya, Company Secretary & Compliance Officer*

4. Mr. Jayant Barde, Company Secretary & Compliance Officer#

*Resigned w.e.f. April 07, 2025 #Appointed w.e.f. May 13, 2025

16.3 Independent Directors

The Independent Directors of the Company have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section

149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company and can be accessed at https://butterflyindia.com/investor-relations/#downcont.

The Board is of the opinion that the Independent

Directors of the Company possess requisite qualifications, experience and expertise in the varied fields and holds high standards of integrity.

All the Independent Directors of the Company have registered themselves with Indian Institute of Corporate Affairs, Manesar ("IICA") for the inclusion of their names in the data bank maintained by IICA. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014 as amended, since all the Independent Directors of the

Company have served as Directors for a period of not less than 3 (Three) years on the Board of listed Company(ies) as on the date of inclusion of their names in the database, they are not required to undertake online proficiency self-assessment test conducted by the Institute.

As on the date of this report, Mr. P. M. Murty, Ms. Smita Anand, Ms. Maheshwari Mohan and Mr. Kunnawalkam Elayavalli Ranganathan are the Independent Directors of the Company. The details of the membership of committees and the qualifications and expertise of all the Directors is covered in the Report on Corporate Governance which forms part of this Annual Report.

16.4 Non-Independent Directors

As on March 31, 2025, Mr. Shantanu Khosla, Mr. Promeet Ghosh, Mr. Kaleeswaran Arunachalam, and Mr. Nithiyanandam Anandkumar were the Non-Executive Non-Independent Directors of the Company.

Mr. Shantanu Khosla, Non-Executive Director liable to retire by rotation was re-appointed at the Annual General Meeting of the Company held on July 19, 2024.

16.5 Board effectiveness

Familiarisation Programme for Independent Directors

Your Company has in place a structured induction programme for induction of new Directors as well as other initiatives to update the existing Directors on a continuous basis. The Familiarisation Programme aims to provide insights into the Company to enable the Independent

Directors to understand its business in depth, to acclimatise them with the processes, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The programme of the Company provides information relating to the Company, operational activities, business model of the Company, geographies in which Company operates, etc. The programme also intends to improve awareness of the Independent Directors on their roles, rights, responsibilities towards the

Company. Further, the Familiarisation Programme also provides information relating to the financial performance of the Company, budget and control process of the Company.

Regular presentations and updates on relevant statutory changes encompassing economic outlook; market trends; peer trends; changes in laws where Company is operating are made to the Directors at regular Board/ Committee(s) Meetings of the Company.

The Manager & CBO along with senior leadership team makes presentation(s) on the performance & strategic initiatives of the Company The Familiarisation Programme, topics covered and details of programs conducted during the year under review have been disclosed on the website of the Company at https://butterflyindia.com/ wp-content/uploads/2025/06/Familiarization-Programme-for-FY-24-25.pdf

Evaluation of the Boards performance

In terms of requirements of the Act read with the Rules framed thereunder and the Listing

Regulations, the Board carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors. Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board Engagement and Effectiveness. Criteria for Board evaluation is duly approved by N&RC. Performance evaluation is facilitated by the Chairperson of the Board who is supported by the Chairperson of N&RC. The process of Board Evaluation is conducted through structured questionnaires which includes various aspects of the Boards functioning such as adequacy of the Board composition diversity, skill set of members, the appointment process, understanding of roles and responsibilities, circulation of board papers, quality of information provided, strategic oversight, risk evaluation, acquisitions guidance, individual Board Members and contributions, execution of duties, governance performance for the Board as a whole, Committees of the Board and Individual Directors and has been undertaken digitally.

The parameters for performance evaluation of the Board inter alia includes the composition of the Board, understanding the terms of reference, adherence to the charters, the effectiveness of discussions at the Committee Meetings, the information provided to the Committee to discharge its duties/ obligations and performance of the Committee, support provided to the Board vis-a-vis its responsibilities.

Some of the performance indicators for the Committees inter alia includes understanding the terms of reference, the effectiveness of discussions at the Committee Meetings, the information provided to the Committee to discharge its duties/ obligations and performance of the Committee, support provided to the Board vis-a-vis its responsibilities.

Performance of individual Directors was evaluated based on parameters such as attendance at the Meeting(s), contribution to Board deliberations, engagement with colleagues on the Board, ability to guide the Company in key matters, knowledge, and understanding of relevant areas, and responsibility towards stakeholders. All the Directors were subject to self-evaluation and peer evaluation.

The performance of the Independent Directors were evaluated taking into account the above factors as well as independent decision-making and non-conflict of interest. Further, the evaluation process was based on the affirmation received from the Independent Directors that they meet the independence criteria as required under the Act and the Listing Regulations.

In addition to the questionnaires, detailed one-on-one in sighting was carried out by the Chairperson of the N&RC with individual Board Members. A quantitative analysis and Board effectiveness brief with in-sighting feedback and trends was shared by the Chairperson of the N&RC to all the Board

Members. Thereafter, the following process was followed to assimilate and process the feedback:

A separate Meeting of the Independent Directors was held, wherein performance of Non-Independent Directors including the Manager & CBO, Chairperson of the Board and of the Board as a whole was evaluated;

The entire Board discussed the findings of the evaluation with the Independent Directors and also evaluated the performance of the Individual Directors including the Manger & CBO, the Board as a whole and all Committee(s) of the Board; and

As an outcome of the above process, individual feedback was shared with each Director.

The Board Evaluation discussion was focused on how to make the Board more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was apprised of relevant business issues and related opportunities and risks. The Board discussed various aspects of its functioning and that of its Committee(s) such as structure, composition, Meetings, functions and interaction with management and what needs to be done to further augment the effectiveness of the Boards functioning.

The overall assessment of the Board was that it was functioning as a cohesive body including the Committee(s) of the Board. They were functioning well with periodic reporting by the Committee(s) to the Board on the work done and progress made during the reporting period. The Board also noted that the actions identified in the past questionnaires based evaluations had been acted upon.

The Board of Directors has expressed its satisfaction with the evaluation process.

Remuneration policy and criteria for selection of candidates for appointment as Directors, KMPs and Senior Management

The Company has in place a policy for remuneration of Directors, KMPs and Members of Senior Management as well as a well-defined criteria for the selection of candidates for appointment to the said positions, which has been approved by the Board based on the recommendation of N&RC. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission), KMPs and members of Senior Management.

The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the N&RC and the Board of Directors while selecting candidates. The policy on remuneration of Directors, KMPs and Senior Management is given as an Annexure to Report on Corporate Governance and is also available at the website of the Company and can be accessed at https://butterflyindia.com/ wp-content/uploads/2025/05/BGMAL-Policy-for-Appointment-Evaluation-OF-BOD-Senior-Management.pdf

17. Number of Meetings of the Board & its Committee(s)

17.1 Board Meetings

Regular Meetings of the Board and its Committee(s) are held to discuss and decide on various business policies, strategies, financial matters, digitalisation, governance and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board also approves several proposals by circulation as and when required. Your Board of Directors met 7 (Seven) times during the F.Y. 2024-25. The details of the meetings and the attendance of the Directors are mentioned in the Report on Corporate Governance which forms part of this Annual Report.

17.2 Board Committee(s)

The Board has established Committee(s) as a matter of good corporate governance practice and as per the requirements of the Act and the Listing Regulations.

The Company has the following 6 (Six) Board-level Committee(s), which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit Committee

2. Nomination & Remuneration Committee

("N&RC")

3. Corporate Social Responsibility Committee

("CSR Committee")

4. Risk Management Committee ("RMC")

5. Stakeholder Relationship Committee ("SRC")

6. Share Transfer Committee ("STC") The composition, terms of reference, number of meetings held and business transacted by the Committee(s) are given in the Report on Corporate Governance which forms part of this Annual Report.

The details of Composition of the Mandatory Committee(s) of the Board are as follows:

17.2.1 Audit Committee

The Audit Committee comprises of 4 (Four) Members out of which 3 (Three) are Independent Directors. The Committee is chaired by Mr. K. E. Ranganathan (Non-Executive, Independent Director). The other Members of the Committee are Mr. P. M. Murty (Non-Executive, Independent Director), Ms. Smita Anand (Non-Executive, Independent Director), and Mr. Promeet Ghosh (Non-Executive, Non-Independent Director).

Details of the roles and responsibilities of the Audit

Committee, the particulars of Meetings held and attendance of the Members at such Meetings, are given in the Report on Corporate Governance, which forms part of this Annual Report.

Mr. K. E. Ranganathan and Mr. Promeet Ghosh were appointed as the Members of the Audit Committee w.e.f. May 14, 2024.

Mr. A. Balasubramanian, Mr. M. Padmanabhan and Mr. G. S. Samuel ceased to be Committee Member(s) w.e.f. July 31, 2024, pursuant to their retirement as Directors of the Company upon completion of the second term as an Independent Directors. Additionally, Mr. Shantanu Khosla ceased to be the Member of the Committee w.e.f. July 31, 2024, and Mr. K. E Ranganathan was appointed as the Chairperson of the Committee w.e.f. August 1, 2024.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

17.2.2 Nomination & Remuneration Committee ("N&RC")

The N&RC comprises of 4 (Four) Members out of which 3 (Three) Members are Independent Directors. The Committee is chaired by Ms. Smita Anand (Non-Executive, Independent Director). The other Members of the Committee are Mr. P. M. Murty (Non-Executive, Independent Director), Ms. Maheshwari Mohan (Non-Executive, Independent Director) and Mr. Promeet Ghosh (Non-Executive, Non-Independent Director). Details of the roles and responsibilities of the N&RC, the particulars of Meetings held and attendance of the Members at such Meetings, are given in the Report on Corporate Governance, which forms part of this Annual Report.

Mr. Promeet Ghosh and Ms. Maheshwari Mohan were appointed as the Members of N&RC w.e.f.

May 14, 2024.

Mr. A. Balasubramanian, Mr. M. Padmanabhan and Mr. G. S. Samuel ceased to be a Committee Member w.e.f. July 31, 2024, pursuant to their retirement as Directors of the Company upon completion of second term as Independent Directors. Additionally, Mr. Shantanu Khosla ceased to be the Member of the Committee w.e.f. July 31, 2024.

N&RC is inter alia responsible for, recommendation and approval of appointment and remuneration of the Directors, KMPs and Senior Management. N&RC is also entrusted with the responsibility of framing the criteria for evaluation of the individual Directors, Chairman of the Board, the Board as a whole and its Committees. It also routinely evaluates the working and effectiveness of the Board and manages the succession planning for Board Members and KMPs.

During the year under review, all the recommendations made by the N&RC were accepted by the Board.

17.2.3 Corporate Social Responsibility Committee ("CSR Committee")

The CSR Committee comprises of 4 (Four) Members out of which 3 (Three) are Independent Directors. The Committee is chaired by Mr. Shantanu Khosla (Non-Executive, Non-Independent Director). The other Members of the Committee Mr. P. M.

Murty (Non-Executive, Independent Director), Ms. Smita Anand (Non-Executive, Independent Director) and Ms. Maheshwari Mohan (Non-Executive, Independent Director). Details of the roles and responsibilities of the CSR Committee, the particulars of Members held and attendance of the Members at such Meetings, are given in the Report on Corporate Governance, which forms part of this Annual Report.

Mr. R. Sriram (Managing Director) ceased to the Member of the Committee w.e.f. June 14, 2024 and Mr. G. S. Samuel (Non-Executive Independent Director) and Mr. T. R. Srinivasan (Non-Executive Independent Director) ceased to be the member of the Committee w.e.f. July 31, 2024, pursuant to their retirement as Directors of the Company upon completion of second term as Independent Directors.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Company has set up CSR Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure-2. The CSR Policy as recommended by the CSR Committee and as approved by the Board is available on the website of the Company and can be accessed at https://butterflyindia. com/wp-content/uploads/2021/04/CSR-POLICY-20.10.2020.pdf

17.2.4 Stakeholders Relationship Committee and Share Transfer Committee ("SRC and STC") 17.2.4.1 Stakeholders Relationship Committee

As on March 31, 2025, the SRC comprises of 4 (Four) Members out of which 2 (Two) Members are Independent Directors. The Committee is chaired by Ms. Maheshwari Mohan (Non-Executive Independent Director). The other Members of the Committee are, Ms. Smita Anand (Non-Executive Independent Director) Mr. Nithiyanandam Anandkumar (Non-Executive Non-Independent Director) and Mr. Promeet Ghosh (Non-Executive Director Non-Independent Director). Details of the roles and responsibilities of the SRC, the particulars of Meetings held and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of this Annual Report. Mr. Nithiyanandam Anandkumar and Ms. Maheshwari Mohan were appointed as the Members of the Committee w.e.f. May 14, 2024, and July 25, 2024 respectively.

Mr. M. Padmanabhan and Mr. T. R. Srinivasan ceased to be the Committee Members w.e.f. July 31, 2024, pursuant to their retirement as the Independent Directors of the Company and Mr. Rangarajan Sriram, Managing Director of the Company, ceased to be the Member of the Committee w.e.f. from June 14, 2024. Additionally, Mr. Promeet Ghosh ceased to be the Chairman the Committee and Ms. Maheshwari Mohan was appointed as the Member and Chairperson of the Committee w.e.f. July 25, 2024.

During the year under review, all the recommendations made by the SRC were accepted by the Board.

17.2.4.2 Share Transfer Committee

As on March 31, 2025, the STC comprises of 3 (Three) Members out of which 2 (Two) Members are Independent Directors. The Committee is chaired by Ms. Maheshwari Mohan (Non-Executive Independent Director). The other Members of the Committee are Ms. Smita Anand (Non-Executive Independent Director) and Mr. Promeet Ghosh (Non-Executive Non-Independent Director). Details of the roles and responsibilities of the STC, the particulars of Meetings held and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of this Annual Report.

Mr. M. Padmanabhan and Mr. T. R. Srinivasan ceased to be a Committee Member w.e.f. July 31, 2024, pursuant to their retirement as the Independent Directors of the Company upon completion of second term as an Independent Directors. Additionally, Mr. Promeet Ghosh ceased to be the Chairperson of the Committee and Ms. Maheshwari Mohan was appointed as the Member & Chairperson of the Committee w.e.f. July 25, 2024.

SRC and STC is inter alia responsible for various aspects of interest of the stakeholders, monitoring the performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement of the quality of investor services as and when the need arises, resolve the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of annual report and non-receipt of declared dividends, etc. During the year under review, all the recommendations made by the STC were accepted by the Board.

17.2.5 Risk Management Committee ("RMC")

The RMC comprises of 6 (Six) Members. The Committee is chaired by Mr. P. M. Murty (Non-Executive Independent Director). The other Members of the Committee are Mr. K. E. Ranganathan (Non-Executive Independent Director), Ms. Smita Anand (Non-Executive Independent Director), Ms. Maheshwari Mohan (Non-Executive Independent Director), Mr. Shantanu Khosla (Non-Executive Non- Independent Director) and Mr. Kaleeswaran Arunachalam (Non-Executive Non- Independent Director). Details of the roles and responsibilities of the RMC, the particulars of meetings held and attendance of the Members at such Meetings, are given in the Report on Corporate Governance, which forms part of this Annual Report. During the year under review, all the recommendations made by the RMC were accepted by the Board. Mr. K. E. Ranganathan and Mr. Kaleeswaran Arunachalam were appointed as the members of the Committee w.e.f. May 14, 2024.

Mr. A. Balasubramanian, Mr. G. S. Samuel, ceased to be the Member of the Committee w.e.f. July 31, 2024, pursuant to their retirement as the Independent Directors of the Company. Mr. M. Padmanabhan ceased to be the Chairman & Member of the committee w.e.f. July 31, 2024 pursuant to his retirement as the Independent Director of the Company and Mr. P. M. Murty was appointed as the Chairman of the Committee w.e.f. August 1, 2024. RMC assists the Board in monitoring and reviewing the risk management plan and implementation of the risk management and mitigation framework of the Company. The main objective of the RMC is to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of risks including risks related to cyber security.

18. Risk Management Framework

In the realm of todays dynamic economic environment, navigating risk is critical aspect of our sustainable growth objective. Our commitment to effective risk management is not just the cornerstone of our operations but a testament to our dedication to stakeholders trust and long-term success. Developing an agile and robust risk management framework will enable us to overcome obstacles, innovate and deliver value to consumers in rapidly changing market landscapes. In this section, we delve into our risk management framework, highlighting the proactive measures undertaken to identify, assess and mitigate potential threats. By embracing this framework, we strive to enhance value creation, safeguard assets and capitalise on opportunities amidst an ever evolving business landscape. The Board has formulated the Risk Management Policy identifying the elements of risk that the Company may face, such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory and other risks, pursuant to the provisions of Section 134(3)(n) of the Act, which has been exhibited on the Companys website and can be accessed at https://butterflyindia.com/wp-content/uploads/2022/04/Risk-Management-Policy.pdf

19. Particulars of contracts or arrangements with related parties

In accordance with the requirements of the Act and the Listing Regulations, your Company has a Policy on Related Party Transactions ("RPTs") uploaded on the Companys website and can be accessed at https://butterflyindia.com/wp-content/uploads/2025/05/BGMAL-RPT-Policy.pdf All the RPTs transactions are placed before the Audit Committee for its review and approval and also before the Board for its approval, wherever required. Prior omnibus approval of the Audit Committee and the Board is obtained for all the transactions which are of a foreseen and repetitive nature. A statement giving details of all RPTs is placed before the Audit Committee for their noting/ approval every quarter. There were no material significant transactions with related parties during the financial year as per the last audited financial statements. The details pertaining to RPTs during the year is given in Form AOC-2, as a good corporate governance practice attached as Annexure - 3. None of the Directors and the KMPs has any pecuniary relationships or transactions vis-a-vis the Company. All RPTs are mentioned in the notes to the accounts. The Directors draw attention of the Members to the Notes to the financial statements which sets out the disclosure for RPTs.

20. Transfer to Investor Education and Protection Fund ("IEPF")

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF

Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of 7 (Seven) years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the Members for 7 (Seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year under review, since 7 (Seven) years have not elapsed from the date of declaration and payment of any dividend, transfer of unpaid dividend and the shares on which dividend has not been paid or claimed, to IEPF is not applicable to the Company.

Further, in F.Y. 2023-24, in compliance with the applicable provisions of the Act and IEPF Rules, the Company transferred an unclaimed dividend of H5,82,689 (Rupees Five Lakhs Eighty Two Thousand Six Hundred and Eighty Nine Only) for F.Y. 2015-16 to the IEPF Fund. Additionally, 2,97,583 (Two Lakhs Ninety Seven Thousand Five Hundred and Eighty Three) equity shares of H 10 (Rupees Ten Only) each, for which dividends remained unclaimed for 7 (Seven) consecutive years, were transferred to the IEPF Authoritys demat account. Members may reclaim both the unclaimed dividend and corresponding shares, along with any accrued benefits, by following the procedure prescribed under Rule 7 of the IEPF Rules.

21. Significant and material orders passed by the Regulators or Courts or Tribunals, Statutory and Quasi-Judicial Body

During the year under review, there were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

22. Risk arising out of litigation, claims and uncertain tax positions

The Company is exposed to a variety of different laws, regulations, positions and interpretations thereof which encompasses direct taxation and legal matters. In the normal course of business, provisions and contingencies may arise due to uncertain tax positions and legal matters.

Based on the nature of matters, the management applies significant judgement when considering evaluation of risk, including how much to provide for the potential exposure of each of the matters. These estimates could change substantially over time as new facts emerge as each matter progresses, hence these are reviewed regularly. For matters where expert opinion is required, the Company involves the best legal counsel.

23. Auditors

a) Statutory Auditors

M/s. ASA & Associates LLP, Chartered Accountants (Firm Registration Number: 009571N/N500006), were appointed as Statutory Auditors of the Company by the shareholders of the Company at the 35th Annual General Meeting ("AGM") held on July 14, 2022 to hold office as Statutory Auditors for a second term of 5 (Five) consecutive years, commencing from the conclusion of the 35th AGM till the conclusion of the 40th AGM.

The Board at their Meeting held on May 13, 2025, and basis the recommendation of the Audit Committee approved a remuneration of M/s. ASA

& Associates at H 30.5 Lakhs for the F.Y. 2025-26. The Auditors Report for the F.Y. 2024-25 does not contain any reservation, qualification or adverse remark, on the financial statements of the Company. Auditors Report is self-explanatory and therefore, does not require further comments and explanation. The report given by the auditors on the financial statements of the Company form part of this Annual Report.

Further, in terms of Section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended notifications/ circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit Process.

b) Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to maintain cost records as specified by the Central Government. Accordingly, the Company has made and maintained such cost accounts and records in the prescribed manner. The records maintained by the Company under Section 148 of the Act are required to be audited by a Cost Accountant. The Board at its Meeting held on May 13, 2025, based on the recommendation of the Audit Committee, approved the appointment of M/s. S. Mahadevan & Co, Cost Accountants (Firm Registration Number: 000007), as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the F.Y. 2025-26. A remuneration of H 2.25 Lakhs plus applicable taxes and out-of-pocket expenses, has been fixed for the Cost Auditors subject to the ratification of such fees by the Members at the ensuing AGM. Accordingly, the matter relating to the ratification of the remuneration payable to the Cost Auditors for the F.Y. 2025-26 will be placed at the ensuing AGM. Your Company has received consent and eligibility certificate from M/s. S. Mahadevan & Co. M/s. S. Mahadevan & Co., have confirmed that the cost records of the Company for the F.Y. 2024-25, are free from any disqualifications as specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

c) Secretarial Auditors & Secretarial Audit Report

The Board at its meeting held on May 14, 2024, appointed M/s Alagar & Associates LLP (Formerly known as M/s M. Alagar & Associates), Practicing Company Secretaries as Secretarial Auditors of the Company to conduct the Secretarial Audit for F.Y. 2024-25.

The Secretarial Audit Report is annexed herewith as Annexure-4 to this Report. There has been no qualification, reservation, or adverse remark given by the Secretarial Auditors in their Report. Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Third amendment to the Listing Regulations, as per Regulation 24(1) (b), the Board , at its meeting held on May 13, 2025, based on recommendation of the Audit

Committee approved the appointment of M/s Alagar & Associates LLP (Formerly known as M/s M. Alagar & Associates), Practicing Company Secretaries (ICSI Unique Code: L2025TN019200) as Secretarial Auditors to conduct audit of the

Secretarial records of the Company for a period of consecutive 5 (Five) Financial Years i.e. from F.Y. 2025-26 to F.Y. 2029-30 subject to the approval of the members of the Company at the ensuing Annual General Meeting.

The Board of Director(s) at their meeting held on May 13, 2025, basis the recommendation of the Audit Committee, approved the remuneration of M/s Alagar & Associates LLP (Formerly known as M/s M. Alagar & Associates) H 1.40 Lakhs for conducting the audit of the secretarial records of the Company for the F.Y. 2025-26. Pursuant to the provisions of Regulation 24A of the Listing Regulations read with the SEBI Circulars issued in this regard, M/s M. Alagar & Associates, has undertaken an audit for the F.Y. 2024-25 for all applicable compliances as per SEBI Regulations and circulars/ guidelines issued thereunder.

d) Internal Auditors

Pursuant to the provisions of Section 138 of the Act, the Board, at its meeting held on May 13, 2025, based on the recommendation of the Audit Committee, approved the appointment of M/s. Ernst & Young to conduct the internal audit of your Company for the F.Y. 2025-26.

24. Material changes and commitments affecting position between the end of the financial year and date of the report

No material changes or commitments have occurred between the end of the Financial Year and the date of this Report, which affects the Financial Statements of the Company with respect to the reporting year.

25. Awards and recognitions

The detailed section on awards & recognitions forms part of this Annual Report.

26. Enhancing stakeholders value

Your Company is dedicated towards generating sustainable value and ensuring meaningful returns for its stakeholders. Accordingly, the Company is dedicated to achieve high levels of operating performance, cost competitiveness, and striving for excellence in all areas of operations. The Company firmly believes that its success in the marketplace and good reputation are among the primary determinants of stakeholders value. Its close relationship with customers and a deep understanding of their challenges and expectations drive the development of new products and services. Anticipating customer requirements early and being able to address them effectively requires a strong commercial backbone. Your Company continues to develop this strength by institutionalising sound commercial processes and building world-class commercial capabilities across its marketing and sales teams. The Company uses an innovative approach in the development of its products and services, as well as execution of growth opportunities. The Company is also committed to creating value for all its stakeholders by ensuring that its corporate actions positively impact the economic, societal and environmental dimensions of the triple bottom line.

27. Business Responsibility and Sustainability Report ("BRSR")

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an environmental, social, and governance perspective are provided in the BRSR which is included as a separate section in the Annual Report.

28. Corporate Governance

The Board reaffirm their continued commitment to good corporate governance practices. During the year under review, the Company has complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from practicing Company Secretaries Firm confirming the compliance of the Corporate Governance norms as stipulated in Regulation 34(3) of the Listing Regulations is provided in the Report on Corporate Governance, which forms part of this Annual Report and provided as Annexure-5.

29. Particulars of employees

There was 1 (One) employee who was in receipt of remuneration of not less thanRs.1,02,00,000 (Rupees One Crore and Two Lakhs Only), and 2 (Two) employees who were in receipt of remuneration of not less than 8,50,000 (Rupees Eight Lakhs and Fifty Thousand Only) per month.

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-6 to this Boards Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company. Details of employee remuneration as required under provisions of Section 197(12) of the Act, read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the Registered Office of your Company during working hours.

The Annual Report and accounts are being sent to the shareholders excluding the aforesaid exhibit. Any Member interested in obtaining such information may write to the Company Secretary & Compliance Officer at butterfly. investorrelations@butterflyindia.com

30. Reporting of fraud by auditors

During the year under review, neither the Statutory Auditors, the Secretarial Auditors nor the Cost Auditors nor the Internal Auditors have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

31. Annual return

As required under Section 92 (3) read along with Section 134(3)(a) of the Act, the Annual Return of the Company is placed on the Companys website and can be accessed at https://butterflyindia. com/wp-content/uploads/2025/06/Annual-Return-2024-25.pdf

32. Compliance with Secretarial Standards ("SS-1 and SS-2")

Your Directors state that applicable Secretarial Standards issued by the Institute of Company

Secretaries of India ("ICSI") i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively, have been duly followed by the Company.

33. Conservation of energy, technology, absorption and foreign exchange outgo

Information relating to energy conservation, technology absorption, foreign exchange earned and spent, and research and development activities undertaken by the Company in accordance with Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014, are given in Annexure-7 of this Boards Report.

34. Disclosures pertaining to the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH")

Your Company is committed in creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. Your Company is committed to ensure that every employee is treated with dignity and respect and works in a conducive work environment, which promotes professional growth of employee and encourages equality of opportunity. The Company has zero tolerance towards any act on the part of any executive, which may fall under the ambit of "sexual harassment" at workplace, and is fully committed to uphold and maintain the dignity of every woman executive working in the Company. Further, to provide an empowering and enabling atmosphere to women employees, the Company has continuously endeavoured to build the work culture, which promotes the respect and dignity of all women employees across the organisation. The Company has formulated a comprehensive policy on prevention, prohibition and redressal against sexual harassment of women at workplace, which is also in accordance with the provisions of POSH. The said policy has been made available on the website of the Company. The Company has constituted of Internal Complaints Committee ("ICC") under the POSH Act and has complied with the provision relating to the same. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The constitution of ICC is as per the POSH Act and includes an external member who is an independent POSH consultant with relevant experience. The POSH Policy is gender inclusive, and the framework ensures complete anonymity and confidentiality.

The employees are sensitised from time to time in respect of matters connected with prevention of sexual harassment. Training programmes on POSH were conducted at unit levels to sensitise the employees to uphold the dignity of their female colleagues at workplace.

During the year under review, no complaints were received.

35. Registrar & Share Transfer Agent ("RTA")

M/s. GNSA Infotech Private Limited is the RTA of the Company. Their contact details are mentioned in the Corporate Governance Report and same is also available on the website of the Company https://www.butterflyindia.com/investor-relations/

36. Listing with Stock Exchanges

The equity shares of your Company are listed on The National Stock Exchange of India Limited

("NSE") and BSE Limited ("BSE"). Details of the

Company in the Stock Exchanges are as follows:

NSE Symbol	BUTTERFLY
BSE Scrip Code	517421
ISIN	INE295F01017

Your Company has paid the Annual Listing Fees for the F.Y. 2024-25 and F.Y. 2025-26 of both NSE and BSE, where the equity shares of the Company are listed.

37. Directors responsibility statement

Your Directors would like to assure the Members that the Financial Statements for the year under review confirm in their entirety the requirements of the Act and guidelines issued by the SEBI. Pursuant to the provisions of Section 134(3)(c) of the Act, to the best of their knowledge and based on the information and explanations received from the Company, your Directors confirm that: (a) in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures if any; (b) the accounting policies selected and applied consistently and made judgements 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 31, 2025 and of the profit and loss of the Company for that year; (c) sufficient care has been taken and that adequate accounting records have been maintained for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities; (d) the annual accounts have been prepared on a going concern basis; (e) proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and (f) the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

38. Insider trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), as amended from time to time, your Company has instituted a comprehensive Code titled as

"Policy on Determination of Legitimate Purpose for Sharing UPSI" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

39. General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the financial year under review: (i) The Company has not resorted to any buy-back of the equity shares during the financial year under review; (ii) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise; (iii) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees; (iv) The Company has not issued Sweat Equity Shares to the employees of the Company; (v) There has been no change in the nature of business of the Company as on the date of this report; (vi) There was no revision in the Financial Statements;

(vii) There were no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the year under review; (viii) No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act; (ix) Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one-time settlement. There was no instance of onetime settlement with any Bank or Financial Institution; and (x) No fraud has been reported by the Auditors to the Audit Committee or the Board.

(xi) During the year under review, the company complied with the provisions of the Maternity Benefit Act 1961 along with all the applicable amendments & undertook necessary measures to ensure compliance for all eligible employees.

40. Rights of Shareholders

Right to participate in, and to be sufficiently informed of, decisions concerning fundamental corporate changes;

Opportunity to participate effectively and vote in General Meetings and during the postal ballot conducted by the Company;

Being informed of the rules, including voting procedures that govern general shareholder meetings;

Opportunity to ask questions to the Board at General Meetings;

Effective Members participation in key corporate governance decisions such as election of Members of Board;

Exercise of ownership rights by all Members, including institutional investors; adequate mechanism to address the grievances of the Members;

Protection of minority Members from abusive actions by, or in the interest of, controlling Members acting either directly or indirectly, and effective means of redress;

To receive Dividends and other corporate benefits like rights, bonus etc. once approved;

To inspect statutory registers and documents, including minutes books of the general meetings, as permitted under law; and

Any other rights as specified in the statutory enactments from time to time.

41. Acknowledgement

Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Companys performance. Your Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

42. Cautionary statement

Statements in the Boards Report and the Management Discussion and Analysis Report, describing the Companys objectives, projections, estimates, expectations or predictions may be ‘forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labour negotiations. The Company is not obliged to publicly amend, modify or revise any forward-looking statement, on the basis of any subsequent development, information or events or otherwise.

For Butterfly Gandhimathi Appliances Limited

	P. M. Murty
Place: Mumbai	Chairman
Date: May 13, 2025	DIN: 00011179