Your Directors presents the 55th Annual Report together with the audited financial statements of the company for the year ended
31 March 2025.
i) Your company achieved production of 7 3767 crore as against 7 2592 crore of previous financial year and achieved salesturnover of 7 3345 crore as against 7 2369 crore of previous financial year, registering a growth of 41%.
ii) Highest ever export of 7 1270 crore during FY 2024-25 as against the previous year’s export turnover of 7161 croreregistering a growth of about 689%.
iii) During the year, your company has received new orders worth about 76668 crore for supply of one of the Anti-Tank GuidedMissiles (ATGM), Medium Range Surface to Air Missile (MR-SAM) and other weapon systems to the Indian Armed Forces.
iv) During the year, your company has successfully evaluated trails of new generation ATGMs, upgraded Surface to Air Missiles,Vertical Launched Short Range Surface to Air Missiles (VL-SRSAM), Long Range Land Attack Cruise Missiles (LR-LACM) andUnderwater Weapons.
2.1 Performance of the company in financial terms is summarized below:
Particulars
' in Crore
% of Increase/(Decrease)
2024-25
2023-24
Sales/Revenue from Operations
3345
2369
41%
Value of Production
3767
2592
45%
i) Import Material Consumed
110
148
(26%)
ii) Indigenous Material Consumed
1990
972
105%
Total Material Consumed
2100
1120
88%
Value Added
1667
1472
13%
Profit Before Tax
749
828
(10%)
Profit After Tax
550
613
Earnings per share# (in Rupee)
14.99
16.72
# EPS has been calculated based on profits excluding the other comprehensive income and number of shares outstandingat the end of the year is adjusted for the impact of sub division of 1 fully paid up equity share having a face value of 710each into 2 fully paid up equity shares having a face value of 75 each.
2.2 Following data reflect the financial position of the company:
Gross Block (Excl. CWIP)
1601
1497
7%
Accumulated Depreciation
743
673
10%
Net Block
858
824
4%
Working Capital (Net)
6018
6233
(3%)
Capital Employed
3886
3566
11%
Net Worth
4009
3637
*Figures have been reclassified and regrouped, wherever necessary.
2.3 During the year under review, your company has achieved revenue from operations of 1 3345 crore, compared to 12369crore in the previous financial year, registering a growth of 41%. The growth in turnover is primarily driven by boostedmanufacturing activities and easing out of supply chain constraints.
During FY 2024-25, the company reported a profit before tax of 1749 crore, compared to 1828 crore in FY 2023-24. Thedecline is primarily attributed to the absence of a one-time net gain of 1119 crore (after offsetting 146 crore in associatedexpenses) that was recorded in the previous financial year. Additionally, the current year’s results were impacted by a1141 crore provision for a contract identified as onerous and a 190 crore provision for expected credit losses on tradereceivables.
The major products executed during the year are ATGMs, Akash-SAMs. The order book position of the company as on31 March 2025 is about 1 22814 crore.
In the fiscal year 2024-25, your company recorded a turnover surpassing 13345 crore, a 41% rise from the previous year,with exports soaring 689% to 11270 crore. The company secured orders worth 16668 crore building an order book of122814 crore as on 31 March 2025. Your company anticipates further new orders worth 120000 crore over the next 2-3years as several orders are in the finalization stages, ensuring robust future growth.
Your company is committed to advancing India’s self-reliance in next-generation weapon systems by adopting acomprehensive and strategic approach. We prioritize the indigenous development of critical defence technologies, includingmissile seekers, homing systems, avionics, cruise missile propulsion, specialized warheads, and electronic warfare systems.
To drive innovation and foster cutting-edge research, we actively collaborate with premier Indian institutions such as IITs,NITs, and domain-specific research centers. These partnerships enable the co-creation of disruptive technologies tailoredto India’s strategic needs.
In parallel, we pursue joint ventures with leading global defence firms, bringing world-class expertise and manufacturingpractices to India. These collaborations support both domestic requirements and export-oriented production, strengtheningIndia’s position in the global defence market.
We strategically engage in foreign technology transfer programs, not only to bridge existing capability gaps but also to fast-track the Make-in-India initiative. From the contractual stage, we emphasize maximizing indigenous content, ensuring thateach project contributes to the long-term vision of technological sovereignty.
Through this integrated approach-combining indigenous innovation, global collaboration, and strategic capability-building—your company is shaping the future of India’s defence ecosystem, making it robust, competitive, and self-reliant.
The Government of India has approved several BDL products for export, BDL has begun penetrating the global defencemarket, offering customized solutions and comprehensive lifecycle management for its products. By partnering with localdefence industries in customer countries, BDL ensures robust, localized lifecycle support. To boost efficiency, BDL isoptimizing its production lines by streamlining processes and adopting advanced technologies, ensuring timely deliverieswhile maintaining high-quality standards.
In FY 2025-26, we will continue to focus on organizational capacity building, talent development, and fostering a high-performance culture across the company. With a skilled workforce, solid institutional foundation, and a clear strategicdirection, BDL is confident in its ability to deliver value to stakeholders, contribute meaningfully to national defencepreparedness, and emerge as a global player in the defence manufacturing sector.
Your company did not accept any fixed deposits from public during the year, and there was no outstanding Fixed Deposits at thebeginning/end of the year. Accordingly, there was no default in payment of deposits/interest thereon.
Your company has a consistent track record of Dividend Payment. The Board has recommended a Final Dividend of 1 0.65/- perequity share of face value of 15/-each amounting to 1 23.83 crore for the year 2024-25. Further, your company has paid interimdividend of 14 per share (at face value of 15/- each) amounting to 1146.63 crore for the year 2024-25. The total dividend for FY2024-25 declared by the company is 14.65 per share (at face value of 15 each). An amount of 1 400 crore is being transferredto General Reserve for the year 2024-25.
BDL paid Interim dividend of F109,86,04,216 for the Financial Year 2024-25 to Government of India. CMD of BDL, Cmde A Madhavarao(Retd) presented the Dividend Cheque, pertaining to the Govt. of India's shareholding in BDL to Hon'ble Raksha Mantri Shri Rajnath Singh.The total dividend paid by BDL to Govt. of India for the year amounts to k 1,27,71,27,401.
The paid up capital of the company as on 31 March, 2025 stood at T183.28 crore (36,65,62,500 equity shares of T5/- each).The Authorized Capital of the company is T200 crore (40,00,00,000 equity shares of T5/- each) as on 31 March 2025.
As on 31 March 2025, the Govt. of India shareholding in the company stands at 74.93% (representing 27,46,51,054 equityshares of T5/- each).
As on 31 March 2025, your company has two section 8 Joint Venture companies viz., M/s Electronic Warfare (Defence) TestingFoundation and Advanced Materials (Defence) Testing Foundation formed under Defence Testing Infrastructure Scheme(DTIS) promulgated by Department of Defence Production, Ministry of Defence. Your company holds 10% shareholding in M/sElectronic Warfare (Defence) Testing Foundation and 20% shareholding in Advanced Materials (Defence) Testing Foundation.These entities are not considered for preparation of consolidated financial statements as the company does not have right tovariable returns from its involvement, other than equity investment.
Your company signs a Memorandum of Understanding (MoU) every year with the Ministry of Defence, Government of India. Theperformance of the company for the year 2023-24 was rated as “Very Good” and the performance for the year 2024-25 is underevaluation.
During the year, an amount of T282.75 crore has been spent towards Capital Expenditure (CAPEX) programs for the modernizationof Plant & Machinery and other infrastructure development, including joint development programs. The majority of this amountwas dedicated to establishing the infrastructure work for establishment of propellant plant at Jhansi, infrastructure work forPhase-II at Ibrahimpatnam. Additionally, your company has planned to spend approximately T200 crore during the currentfinancial year 2025-26 on various CAPEX programmes, including construction of Jhansi Unit, Phase-II infrastructure developmentat Ibrahimpatnam and Ceramic Radome facility at Kanchanbagh.
Your company is making determined efforts to increase the indigenization content in the manufacturing of ATGMs, SAMs, Air toAir Missiles, and Torpedoes. This objective aims to enhance self-reliance and reduce dependence on imports
Your company acknowledges that Research and Development (R&D) plays a pivotal role in the growth of the organization. Tocater to the requirements of the Indian Armed Forces, your company has identified several products for R&D.
The following table shows the recent trend of in-house R&D expenditure:
2023-24 2022-23
Sales Turnover (Gross) (7 in Crore)
R&D expenditure (7 in Crore)
R&D expenditure as % of Sales TurnoverPBT (7 in Crore)
R&D expenditure as % of PBT
3345.05
2369.28 2489.3975.37 152.033.18% 6.11%828.24 481.809.10% 31.55%
222.92
6.66%
748.76
29.77%
In compliance with the Procurement Policy of the Government of India, your company has surpassed the mandated procurementrequirement of 25% from Micro, Small, and Medium Enterprises (MSMEs). During the year 2024-25, your company procured29.12% of goods and services, amounting to approximately 7460.48 crore, from MSMEs out of its total procurement of 71581.42crore. By achieving the mandated target of 25% from MSMEs, your company has demonstrated its commitment to supportingand promoting the growth of these enterprises.
Your company endeavors to expand its vendor base through special drives and by offering free registration in certain cases andon specific occasions. Throughout the year, your company conducted 6 vendor meets, resulting in over 500 registered vendorsas of the current date. Furthermore, your company has implemented an updated Integrity Pact in accordance with the directivesof the Central Vigilance Commission’s latest circular and adheres to the Standard Operating Procedure outlined therein. Yourcompany has procured goods & services to the tune of 3.83% (of total procurement) from Women MSM enterprises, thussurpassing the 3% target set for such procurement. The procurement from SC/ST owned MSMEs stood at 1.19% (of totalprocurement) against the mandated procurement of 4%, about 1174 MSMEs (including SC/ST & women) have been benefittedin FY 2024-25.
Your company registered as both a Buyer and Seller with the Government e-Marketplace (GeM). GeM is utilized for procuringcommon items and services. Throughout the year, your company has successfully procured common goods and services worth71501 crore through GeM out of total procurement of 71581.42 crore (Gross Merchandise Value) with staggered deliveries. Thisdemonstrates your company’s active engagement and utilization of GeM for streamlined procurement processes.
During the year, your company has showcased its products in various National and International Exhibitions where in the SeniorExecutives and Directors of the company took it on themselves to explain to the various stake holders on the developments inthe company and enabled greater collaboration with all stakeholders. The details along with the photographs of such exhibitionsare as follows:
Your company has placed significant emphasis on the export of Weapon Systems. During the year, your company has registeredhighest exports value of about 71270 crore, which is all time high in the history of the company. The products offered byyour company are state-of-the-art, designed indigenously, competitively priced, and not heavily reliant on any foreign OriginalEquipment Manufacturers (OEMs). With existing facilities, your company is well prepared to meet both domestic and exportdemands. Several leads have been received from various friendly foreign countries for the export of BDL products, these leadsare actively being pursued by the export cell, which is engaged in interactions with overseas customers to achieve export targets.As a result, your company has secured orders for the export of various Weapon systems, CMDS, ATGMs, SAMs etc. from friendlyforeign countries. Channel Partners/Agents have been appointed in several countries to promote your company’s exportableproducts. Your company has also participated in various Foreign Defence Exhibitions to showcase its products and facilitate one-on-one meetings with participants from the Armed Forces/Ministries of Defence of other countries. To strengthen internationalengagement, BDL is working closely with Indian Embassies / Defence Attaches to arrange meetings and visits with stakeholdersfrom foreign countries. Furthermore, plans are underway to open Representative Offices in foreign countries. As of 31 March,2025, your company has total export order book of 71167 crore, reflecting the growing success in the international market.
As part of its commitment to building an Atmanirbhar Bharat (Self-Reliant India), BDL has prioritized indigenization efforts fromthe very outset of each contract. The company manufactures missiles through Technology Transfer (ToT) agreements with boththe Defence Research and Development Organisation (DRDO) and foreign Original Equipment Manufacturers (OEMs).
While initial ToT from foreign OEMs covered only around 60% of the technology, BDL has successfully increased indigenizationlevels to over 80%-90% in many of these products. For DRDO-designed systems, most of them have already achievedindigenization levels exceeding 90%. BDL continues to make concerted efforts to further enhance indigenization across its entireproduct range, reinforcing its role in strengthening India’s defence manufacturing capabilities.
BDL is utilizing the Srijan Portal, an indigenization initiative by the Ministry of Defence. The primary objective of the Srijan Portalis to engage the private sector in the indigenization efforts of Defence PSUs. BDL regularly uploads details of imported itemsidentified for indigenization, enabling Indian industry partners to come forward and participate in their development.
Accordingly, BDL has uploaded 1,198 imported items on the portal. As of this year, 217 items have been indigenized cumulatively.Necessary technical support is being provided to Micro, Small, and Medium Enterprises (MSMEs) to encourage them to producequality components.
BDL is also fostering collaboration with startup companies, identifying problem statements for them to work on and developinnovative solutions. Memorandums of Understanding (MoUs) are being signed with these companies to support their growthand create new business opportunities.
Furthermore, as of this year, the Ministry of Defence has issued five Positive Indigenisation Lists (PILs) under the Department ofDefence Production (DDP) as part of ongoing efforts to promote self-reliance in defence manufacturing through the AtmanirbharBharat Abhiyan. These lists include an embargo on imports beyond specified timelines.
Of the five PILs issued, 59 items are associated with BDL. Out of these, BDL has successfully indigenized 49 items, while theremaining items are at various stages of the indigenization process.
In line with the Government of India’s vision for the Make in India initiative, with a special focus on Atmanirbharta in Defence,BDL has conducted and participated in several vendor development programs and seminars, showcasing components and sub¬assemblies proposed for indigenization.
During these events, vendors were briefed on the indigenization procedures, as well as the technical and procedural support thatBDL would provide throughout the indigenization process.
BDL and the Innovation for Defence Excellence (iDEX) programme have forged a strategic partnership, in alignment with theGovernment’s vision of Atmanirbhar Bharat. This collaboration has led to the creation of a robust ecosystem where BDL worksclosely with aspiring entrepreneurs and MSMEs to enhance its innovation and R&D capabilities.
Through iDEX, BDL has been engaging with startups to develop innovative technologies for its R&D projects and for theproduction of missile systems for the Indian Armed Forces. As a result of this partnership, a Miniaturized Visual Imaging GuidanceSystem was successfully developed during 2024-25.
14.1 The company has been following Presidential Directives of the Government with regard to reservation of posts for SCs/STs/OBC in recruitments.
14.2 Total manpower strength as on 31 March 2025 is at 2269 (including four functional directors). Out of the total strength,72 are ex-servicemen, 465 are of Schedule Caste, 200 are of Scheduled Tribes, 792 are of OBC category and 10 are ofEWS category. The percentage of Scheduled Caste and Scheduled Tribes in respect of employees is at 20.49% and 8.81%respectively.
14.3 The No. of Scheduled Caste, Scheduled Tribes, OBC and EWS in various categories of posts as on 31 March 2025 is givenbelow:
Category
Number of Employees (excluding CVO)
Total Strength
Scheduled Castes
Scheduled Tribes
OBC
EWS
31-03-2025
31-03-2024
Group-A
757
768
142
147
80
84
211
201
10
7
Group-B
2
1
0
Group-C
1375
284
291
111
526
539
Group-D
135
149
39
41
11
53
58
Temporary
4
Total
2269
2401
465
483
200
206
792
801
14.4 Recruitment of employees in Scheduled Caste, Scheduled Tribes, OBC, EWS during 2024-25 is given below:
Classificationof posts
Vacancies
Released
Recruitment
made
Reservationof posts
Recruitment madeduring the year 2024-25
(1)
(2)
(3)
(4)
(5)
SCs
STs
OBC EWS
50
54
07
04
12
05
06
03
13 04
-
01 -
03 -
- -
67
17 04
As per the recommendation No.51, Para (ii)(a) of the National Commission for Women (NCW) in its Annual Report for theyear 1995-96, the employment position of Women as on 31 March 2025 is given below as directed by the Ministry ofDefence, vide their letter Nos. 39(6)/99/D(B&C), dated 27 August 1999.
Grade
No. of Employees
Women
Percentage
I
100
II
170
31
18.24
III
64
10.94
IV
218
34
15.60
V
132
20
15.15
VI
116
14
12.07
VII
47
3
6.38
VIII
IX
Functional Directors
CMD
759
14.62
WG-0
WG-1
WG-2
23
17.39
WG-3
65
13
20.00
WG-4
97
15
15.46
WG-5
9.40
WG-6
256
16
6.25
WG-7
164
35
21.34
WG-8
181
27
14.92
WG-9
14.89
WG-10
38
10.53
WG-11
78
2.56
WG-12
410
8.54
1510
172
11.39
The total number of Physically Challenged employees as on 31 March 2025 is 93 and its percentage to total employeesworks out to 4.10%.
HI
LD
MD
6
25
8
17
60
93
During FY 2024-25, your company has demonstrated a strong commitment to employee development by conducting varioustraining programs for both Executives and Non-Executives. A total of approximately 1415 employees participated, resulting in3099 training man-days. These programs, conducted through both in-house and external agencies, were designed to enhanceskills and knowledge while also meeting statutory requirements.
These initiatives aimed to enhance executives’ understanding of internal systems and procedures, get acquainted with latesttechnologies, improve interpersonal communication and presentation skills, and ultimately enable them to perform their rolesmore effectively, contributing to the company’s success.
i) Conducted during 03 September 2024 to 03 October 2024.
ii) Vigilance Awareness Trainings were conducted as per the directions from Central Vigilance Commission covering theemployees, entry level managers and mid-level managers who have at least 10 years of experience.
iii) Themes: Ethics and Governance, Conduct Rules (CDA Rules), Conduct Rules (Standing Orders), Systems andProcedures of the Organization (NOC, Higher Education, FR56J, Grievance Procedure, Pension, PSMB etc), Cyberhygiene and Security, Procurement.
i) Various Skill based programmes viz. NDT Techniques, Comprehensive AI Fundamentals, Leveraging AI to enhanceproductivity, Design and Optimization of UAVs, Industry 4.0 / QA 4.0
ii) Knowledge Programmes: SAP Functional Modules (MM & PP), DPR course on Media, Defence AcquisitionManagement Course, Mission Design and Avionics at IIST Trivandrum by ISRO etc. were conducted to stay abreastof the latest technological advances in the industry.
This is an online learning and career management platform for Government Employees. Over the years, the idea is toacclimatize employees with iGOT trainings along with the regular in-house and External trainings, so as to maximize thelearning appetite and to become a learning organization. All the employees were encouraged to complete 5 trainingcapsules as pilot phase. About 87% employees were registered till FY 2024-25 and about 33% employees have completedthe following courses:
i) Prevention of Sexual Harassment of Women at Workplace
ii) Introduction to Emerging Technologies
iii) Orientation Module on Mission LiFE
iv) Stay Safe in Cyber Space
v) Code of Conduct for Government Employees
As part of Women’s Day celebrations an outbound training was conducted on 08 March 2025 to empower the womenemployees wherein about 300 women across all Units have participated.
i) On International Day of Disabled Persons, a workshop for Persons with Benchmark Disabilities (PwBDs) was held on03 December 2024.
ii) Special Training Programmes for SC, ST, OBC, Ex-servicemen & PwD Associations and EC Members of RegisteredUnion were trained on Reservations and Rosters, Role of Union in CPSEs to promote diversity and inclusion.
i) Phase 1 of PMIS has commenced from 02 December 2024 with target of posting 250 vacancies for FY 2024-25.On approval of Competent Authority, BDL has published vacancies for 250 nos. of Interns under Prime Minister’sInternship programme in FY 2024-2025 across all Units of BDL.
ii) These Interns are being provided with Lunch, Transport, Accommodation, Medical facilities and Mentoring apartfrom providing the Internship Allowance.
No employee of the company received remuneration in excess of the limits prescribed under Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Furthermore, in accordance with Ministry of CorporateAffairs Notification No. GSR 463(E) dated 05 June 2015, Government Companies are exempt from the provisions of Section 197of the Companies Act, 2013 and the rules made thereunder.
Your company incurred an expenditure of around 7 3.36 crore during the year under report towards foreign travel for businesstrips.
Your company maintains cordial and harmonious industrial relations through the cooperation of all employee sections, includingthe Recognized Trade Union and associations for SC, ST, OBC, Ex-Servicemen, and Officers. Statutory and non-statutorycommittees like the Works Committee, Safety Committee, Canteen Managing Committee, and Welfare Committee play a keyrole in maintaining workplace discipline.
Compliance with statutory welfare provisions is strictly followed. The Post Superannuation Medical Benefit Scheme addressesthe medical needs of retired employees and their families. There is cordial cooperation between the Recognized Trade Union andall associations and the Management, ensuring smooth functioning of the organization.
The Central Industrial Security Force (CISF) is responsible for providing security and fire services at both the Kanchanbaghand Bhanur Units, playing a crucial role in ensuring the security and protection of the company’s property. The CISF team hasimplemented robust security measures, combining physical measures and advanced technology to maintain the security of highlysensitive installations
To oversee the security arrangements and the implementation of Intelligence Bureau (IB) guidelines, the Plant Security Councilis in place. Regular security review meetings are conducted by both the management and CISF to enhance security measures.
In addition to computerized photo identity cards, a Biometric Access Control System has been implemented to preventunauthorized entry. CCTV cameras are installed throughout the factory premises to expand the coverage of CCTV surveillance.Door frames, metal detectors, and X-ray baggage machines are also utilized. Barricades, boom barriers, and mochas are providedto reinforce physical security measures.
Regular security awareness programs are conducted, along with the observation of Security Week and Fire Week. Employees aresensitized to security threats and educated on the appropriate actions to be taken during emergencies and fire accidents.
BDL stringently follows, applicable norms to maintain Safety, Health and Environment (SHE). The two Safety Committees i.e.Industrial Safety Committee and Explosive Safety Committee monitor Safety, Health and Environment (SHE) at regular intervalsat BDL, KBU. The Industrial works are carried out in compliance with Factories act 1948, and explosive safety is stringentlyadhering to the Storage & Transport of Explosive Committee (STEC-2017) regulations framed by Centre for Fire, Explosive &Environment Safety, (CFEES) MoD, New Delhi. Safety committee meetings are conducted periodically to monitor the Safety,Health and Environment as per the statutory norms. The safety related issues are reviewed at regular intervals by GeneralManager/Unit Head for compliance.
During the year, Industrial Safety audit was conducted by Deputy Chief Inspector of Factories, Telangana State and observationsmade are duly addressed. Annual Explosive safety audit was conducted by Centre for Fire, Explosive & Environment Safety(CFEES) New Delhi and necessary actions are taken based on their observations. EMS (ISO 14001:2015) surveillance (external)audit was also successfully completed in Feb-2024 without any NC’s/observations.
4 March 2025 is observed as 54th National safety day Campaign, this event observed for entire week from 4 March-11 Marchof 2025. In this campaign various events like Safety pledge was administered at the main gate entrance, different workstationsof concerned departments, safety badges distributed to all, safety day banners displayed, various competitions like safety slogan,essay & elocution conducted in Hindi/Telugu/English languages, safety quiz and basic first aid firefighting demo conductedas safety promotional activities. Followed by 54th National Safety Day Campaign valedictory function conducted chaired byDirector (Production) & Executive Director (Unit Head) with special guests Director of Factories & Joint Chief Inspector ofFactories, Telangana State.
In terms of training programs, both in-house and external trainings are regularly conducted for employees on industrial andexplosive safety. During the year, a special program was organized on “Train the Trainer - Explosive Safety” which was deliveredby Retd., Director (CFEES) and followed by a technical session on Static Electricity which was delivered by M/s. 4S TechnoSystems, Hyderabad. Special medical checkups are carried out for employees working in Electroplating and Canteen. Periodicalmedical checkups are carried out for employees working in other areas. Fire mock drills are conducted at regular intervals toensure firefighting preparedness.
Safety Engineering Department is in continuous interaction with Inspector of Factories, Telangana, State Pollution Control Board(TSPCB) and Centre for Fire, Explosive & Environment Safety (CFEES) MoD, New Delhi and complying with their guidelines,issued from time to time.
As per the company’s environmental policy, your company is committed to manufacturing and supplying defence products to theIndian armed forces in an environmentally friendly manner. The key environmental commitments include:
i) Protecting the environment and preventing all types of pollution.
ii) Fulfilling compliance obligations.
iii) Conserving natural resources.
v) Continually improving to enhance environmental performance.
Your company demonstrates a strong commitment to environmental sustainability and compliance with regulations throughvarious initiatives and certifications. Here are the key environmental management practices and measures in place across allthree units—Kanchanbagh, Bhanur, and Visakhapatnam:
All units are recertified with ISO 14001:2015 (EMS) to assess pollution levels and ensure compliance with legalrequirements.
i) Plastic Use Reduction: Issued a circular to discourage the use of plastics.
ii) E-waste and Hazardous Waste: Disposed of through agencies registered with the Pollution Control Board.
iii) Solid Waste: Disposed of through M/s MSTC, a government undertaking, specifically ferrous and non-ferrousmetals.
iv) Biomedical Waste: Disposed of through an agency registered with the Pollution Control Board.
v) Housekeeping: Proper practices are maintained to ensure a clean and safe environment.
i) Effluent Treatment: Treated water from the effluent treatment plant undergoes further treatment through reverseosmosis (RO).
- RO treated water is utilized in the Demineralized Water (DM) plant for producing DM Water.
- DM Water is used in the Electroplating Shop, CNC machines, and flow forming machines in the Workshops.
iii) Gardening: Treated water from the sewage treatment plant is used for gardening within the premises.
i) Internal and Surveillance Audits: Conducted at regular intervals by certification bodies for all units.
- Ambient air quality, stack quality of DG sets/venturi scrubbers, sewage treatment plants, and effluent treatmentplants.
- Noise levels tested as per specified frequencies.
iii) Resource Monitoring: Water quantity monitored using separate water meters and electricity consumption is trackedto comply with consent conditions.
On the occasion of World Environment Day, the Prime Minister of India launched a global campaign, “#EkPedMaaKeNaam”/ “#Plant4Mothers.” In support of this initiative, BDL planted 8,366 saplings of various species, including Mango, Guava,Lemon, Coconut, Amla, Pomegranate, Neem, Orange, Peepal, Teak, Tamarind, Chilbil, Sababia Roja, Gulmohar, Pagoda, KalaJamun, Spanish Cherry, Terminalia, Spathodea, Caesalpinia, Cassia Javanica, Jacaranda, and Tecoma Gaudichaudi, coveringa total area of 15.13 acres.
World Environment Day 2024 was celebrated with great enthusiasm across all BDL units. Banners were displayed atprominent locations, and saplings were planted on 5 June 2024 to mark the occasion. Slogan writing, essay writing, andquiz competitions were organized based on the theme “Land Restoration, Desertification, and Drought Resilience.” Prizeswere distributed to the winners during the valedictory function.
The then General Manager and Unit Head (VU) addressed the gathering on the theme "Land Restoration, Desertification, and Drought Resilience.”Guest speaker Prof. Dr. S. Bala Prasad from the Department of Environmental Engineering, Andhra University, Visakhapatnam, delivered a speech onthe theme and its significance in translating sustainable practices into day-to-day activities aimed at creating a healthier and greener planet. Prizes
were also distributed to the winners during the valedictory function.
All production divisions/units including Akash, CP-IGMP, Design & Engineering, Electronics Division of Kanchanbagh Unit, Bhanur,and Visakhapatnam Units are certified with AS 9100D, an aerospace quality management system standard. Kanchanbagh, Bhanur,and Visakhapatnam Units are also certified with ISO 14001:2015 (EMS), which is an environmental management system standard.The Corporate Office is certified with ISO 9001:2015 (QMS), which focuses on quality management systems. The MaterialTesting Lab, Electronics Lab, and Standard Labs are certified with ISO/IEC 17025:2017, which pertains to the competence oftesting and calibration laboratories. The Electronics Division is certified with AFQMS (Air Force Quality Management System).Furthermore, BDL holds the ISO/IEC 27001:2022 certification for information security management systems (ISMS). Internalaudits for all ISO/AS certified divisions are conducted by the company’s own internal auditors, while surveillance audits arecarried out by certification bodies as per the prescribed frequency.
In addition to these certifications, your company is committed to continuously improving customer satisfaction through customermeets and interactions with users. Corrective actions are implemented wherever necessary to drive improvement in processesand meet customer expectations.
23.1 Implementation of OL Act-1963 (as amended 1967) & Rules thereunder are ensured. Quarterly OLIC Meetings were heldregularly under the Chairmanship of CMD and Directors, besides submission of Quarterly progress reports on use of OL,which are sent in time to authorities concerned.
23.2 In compliance with the Official Language (OL) Act, 1963 and the Presidential Orders thereon, the papers laid beforeParliament, the Annual Report of the Company, the Memorandum of Understanding (MoU) with the Ministry of Defence(MoD), and brief presentations for various Parliamentary Committees and delegations are prepared in bilingual format andsubmitted accordingly.
23.3 In compliance to the assurances and directives of Parliamentary Committee on OL, ‘A series of Hindi Workshops’ wereorganized wherein a total of 512 nos. of officials were covered in 20 Hindi Workshops organized during the year withan objective to integrate the use of Hindi effectively in day-to-day functioning. During the workshops, fulfilling theassurances given to the parliamentary Committee on OL and its action plan was discussed and implanted later. Also, theuse of ‘Kanthasth 2.0’ a memory based translation software developed by Department of Official Language, GoI was alsodiscussed with its hands on training for effective implementation of OL in day-to-day functioning. To promote the originalwriting in Hindi in Technical and Non-Technical areas with detail coverage of OL activities of the Organization, a dedicatedHindi e-Magazine of the Organization titling “BDL BHARATI” (2nd & 3rd issues) was released and issued.
23.4 An “Orientation Program on OL Policy” was organized on 7 March 2025 for newly joined executives. The DGM (HR-OL)briefed the trainee officers on the Official Language Policy of the Government of India, emphasizing the role of executivesin its implementation and encouraging them to use Hindi in their routine work.
23.5 BDL was awarded the “TOLIC Rajbhasha Trophy” for the best implementation of the Official Language among PSUs in thetwin cities. The trophy and certificate were presented by the CMD of ECIL & Chairman, TOLIC (Undertakings) to the DGM(HR-OL) at the 59th Half-Yearly Meeting held on 28 May 2024.
23.6 Hindi Fortnight 2024 was celebrated from 10 to 26 September 2024 at the Corporate Office and across all units. Variouscompetitions were organized, including ‘Vocabulary-Noting-Drafting’, ‘Hindi Dictation’, ‘Hindi Typing on Computers’,and ‘Multimedia Hindi Quiz’ for officers and employees at the Corporate Office, Kanchanbagh Unit, Bhanur Unit,and Visakhapatnam Unit. BDL also participated in Hindi Diwas and the 4th All India OL Conference organized by theDepartment of Official Language, MHA, GoI, from 14 to 15 September 2024 at Bharat Mandapam, New Delhi. Thevaledictory program for the Hindi Fortnight was held on 26 September 2024 under the chairmanship of the CMD, withDirectors, Unit Heads, and senior officials in attendance. Cash awards were presented to the winners of competitions andto employees recognized for original work in Hindi during the year.
23.7 To mark the golden jubilee of the Constitution of India and the Official Language, a special program was organized on 5March 2025. A lecture session included a documentary on the Constitution and a presentation covering its key featuresand creation. In the second session, the DGM (HR-OL) spoke on the role of the Official Language in national developmentand highlighted various Government initiatives to promote and propagate Hindi.
23.8 A ‘Hindi Kavya Goshthi’ was organized on 7 March 2025 to encourage creative writing among executives and non¬executives. Dr. Surabhi Dutt, a political science academician, and Dr. Rajeev Singh, an eminent writer and academician,were the chief guests. Besides the guests, BDL executives also presented their poems during the event.
23.9 On occasions such as Republic Day, Independence Day, Vigilance Awareness Week, Swachhata Pakhwada, and ConstitutionDay, programs were conducted in both Hindi and English. The company’s Hindi website was regularly updated in linewith Government directives. Officers and employees also participated in Inter-PSU competitions conducted by TOLIC(Undertakings) and won eight prizes.
23.10 To promote the use of Hindi and encourage reading habits among officers and employees, BDL subscribes to a variety ofHindi magazines and newspapers, including Hindi Milap, Swatantra Vaartha, Daily Shubha-Labh, Anuvad, Sahitya Amrit,Avishkar, Yojana, Hindi Rozgar Samachar, Pratiyogita Darpan, Meri Saheli, and Hans. Additionally, popular Hindi books onvarious subjects are purchased annually as per the directives of the Department of Official Language.
24.1 Preventive/ proactive vigilance has been the primary objective of Vigilance Department of the Company. As a part of itsproactive vigilance measure, the department has issued 11 Systemic Improvement Suggestions in the areas of e-reverseauction, Recruitment, Departmental Promotion, Reservation, Sensitive Area Rotation, Civil works and Service Contractsetc. and of which many have been implemented by the Management during the year under report. Brief of all the SystemicImprovements have been hosted on BDL website https://bdl-india.in.
24.2 In furtherance of its preventive vigilance approach, as directed by Hon’ble CVC as a prelude to observance of VigilanceAwareness Week-2024, various preventive vigilance measures were undertaken in 3-months campaign made across unitsof the Company during 16 August 2024 to 15 November 2024 in the following focus areas:
- Capacity Building Programs
- Identification and implementation of Systemic Improvement measures
- Dynamic Digital Presence
- Updation of Circulars/ Guidelines/ Manuals
- Disposal of complaints received before 30 June 2024
24.3 Being an extended arm of the Central Vigilance Commission (CVC), New Delhi, the department has submitted variousreports i.e., Monthly, Quarterly, Annual & CTE Type to the Commission and also to Department of Vigilance, Ministry ofDefence and to the Board of the Company. The Department has also issued vigilance clearances to employees in cases ofRecruitment, Promotion, Absorption, Confirmation, Foreign visits, for postings in sensitive areas etc. The department hasalso accorded priority in handling the complaints as per the complaint handling policy of the CVC.
24.4 As part of the observance of Vigilance Awareness Week during the campaign period, Smt. G Sreedevi Retd, Justice of HighCourt of Telangana, visited Kanchanbagh Unit of BDL on 04 November 2024. On her visit to the Company, Smt. G Sreedeviwas briefed about BDL by Commodore A. Madhavarao (Retd.), Chairman & Managing Director, BDL. A presentation wasmade by Shri K. Srinivas, AGM & HoD (Vigilance) about the vigilance activities at BDL and the preventive vigilance activitiesbeing undertaken in campaign period. In her keynote address to the gathering of senior management executives, the chiefguest appreciated the vigilance initiatives of BDL. During her address, she has highlighted the significance of VigilanceAwareness Week and exhorted all to be vigilant about irregularities. She has underlined the need for transparency andenhancing awareness among the employees about vigilance.
24.5 Observation of Vigilance Awareness Week is an integral part of the Vigilance department. As directed by the Central VigilanceCommission, Vigilance Awareness Week (VAW)-2024 with the theme “Culture of Integrity for Nations Prosperity” wasobserved across units of Bharat Dynamics Limited from 28 October 2024 to 03 November 2024. The observance of VAW-2024 commenced with Commodore A. Madhavarao (Retd.), Chairman and Managing Director (CMD), BDL administering‘integrity pledge for citizens’ at 11 AM on 28 October 2024 at BDL-Kanchanbagh Unit. Employees of Corporate Office,Bhanur Unit, Visakhapatnam Unit and lbrahimpatnam Unit participated in the ceremony through video-conference and tookintegrity pledge. This was followed by reading out messages of Hon’ble President of India, Hon’ble Vice-President of India,Hon’ble Prime Minister of India by Directors and message of CVC by HoD (Vigilance) to the august gathering. The programwas live across units of the company through video conference. A total of 2310 employees of BDL have taken the IntegrityPledge during observance of vigilance awareness week.
24.6 In order to create awareness on vigilance and the importance of it in day-to-day life, various competitions such as EssayWriting, Elocution, Slogan Writing, Poster making on issues relating to Anticorruption were conducted for employees,spouse and children of employees during the Vigilance Awareness Week-2024. ‘Integrity pledge for Citizens’ wasadministered to the students. Special emphasis was given to involve youth in various activities and as a part of it, Debateson topics related to anti-corruption were conducted in colleges in Hyderabad and Visakhapatnam.
24.7 As part of Vigilance Awareness Week - 2024, Sensitization programs for employees on matters relating to the Role ofInquiry Officer (IO) & Presenting Officer (PO), Ethics and Governance, Public Procurement, Cyber Hygiene and security,Systems and Procedures of the Organization, Complaint Policy of CVC and Disciplinary Proceedings procedure etc., wereconducted across units of the company.
24.8 To spread awareness on the theme of “Culture of Integrity for Nations Prosperity” and to sensitize employees of BDL andpublic at large, banners on the theme were displayed at conspicuous places across units of the company and in publicplaces too. To promote citizens to take eve ‘e-integrity pledge’, a link of eve website was hosted in the BDL website. Shorttelephonic messages were sent to all employees encouraging to be a part of “Vigilance Awareness Week-2024” and to takeintegrity pledge clicking by the link http://pledge.cvc.nic.in.
24.9 In order to spread the messages to public about the ill effect of corruption on society and the importance of self¬reliance & integrity in life, a walkathon was organized by Bhanur Unit at Kyasaram village on 30 October 2024. Students,youth, personnel from CISF Unit of BDL Bhanur Unit, BDL employees, local leaders and the general public participatedenthusiastically in the Walkathon. ‘Integrity Pledge’ was administered to the participants on the occasion. Shri P V Rajaram,Director (Production), BDL has flagged-off the walkathon along with representatives of the Municipality Officials. Publicwere appraised of the need to ensure integrity in their day-to-day life and commit to the development of the Nation bysaying ‘no’ to corruption. Placards and banners with slogans on ill effects of corruption were displayed.
24.10 Online Vendor Meet was organized by Corporate Commercial Department of BDL on 29 October 2024 at CorporateOffice, 150 vendors of BDL participated. A presentation on the provisions of Integrity Pact (IP) and role of IndependentExternal Monitor (IEM) was made on this occasion.
The 5th edition of “CHETANA”- annual vigilance newsletter was released during valedictory function ofVAW-2024 by Chief Guest Smt. G Sreedevi Retd., Justice of High Court of Telangana on 04 November 2024.
Your company has zero tolerance approach to bribery and corruption. Your company prohibits all forms of bribery and corruptionwhether involving, but not limited to Government Officials or a Private Sector persons or Company and whether directly orindirectly. The Board of Directors had approved a policy on Anti-Bribery and Anti-Corruption and the same was hosted onwebsite of the Company https://bdl-india.in/sites/default/files/BDLACABPolicy_0.pdf .
26.1 The Board of Directors of the Company comprises Functional Directors, Government Nominee Directors and IndependentDirectors (i.e. Non Official Part Time Directors) who are appointed by the Government of India from time to time. Further,the tenure and remuneration of Functional Directors including Chairman and Managing Director are decided by theGovernment of India through Public Enterprises Selection Board/Search Committee. The Government communication alsoindicates the detailed terms and conditions of their appointment including a provision for the applicability of the relevantrules of the Company.
26.2 The Government Nominee Directors are not entitled to any remuneration/sitting fee. The Independent Directors (i.e. NonOfficial Part Time Directors) are entitled to sitting fees for attending the Board/Committee meetings as approved by theBoard, considering the government directives, statutory acts, rules and regulations.
During the year, out of six (6) Independent Directors, the term of office of five (5) Independent Directors namely Shri. SunilChintaman Mone, Shri. Nandakumar Subburaman, Dr. Pawan Sthapak, Prof. (Dr.) Sanghamitra Mishra and Shri RajendraSingh Shekhawat was completed in the month of December, 2024. The Board expresses its gratitude for the valuablecontributions made by them during their tenure.
The Ministry of Defence, Government of India vide its letter No. -M0001(11)/3/2018-D(BDL) dated 22.04.2025 appointedShri.Chetan Bansilal Kankaria as Part-time Non-Official Independent Director for a period of one year or until further orders,whichever is the earliest.
Independent Directors have given declarations u/s 149(7) of the Companies Act, 2013 that they meet the criteria ofindependence as laid down u/s 149 (6) of the said Act.
26.4 During the year, the Ministry of Defence, Government of India has appointed Shri. D. V. Srinivas as Director (Technical)of BDL vide their letter No. DDP-M0001(11)/4/2023-D(BDL) -dated 20 September 2024 and Shri. G. Gayatri Prasad asDirector (Finance) of BDL vide their letter No. DDP-M0001(11)/3/2023-D(BDL)-dated 18 December 2024.
26.5 In accordance with the provisions of Section 152 of the Companies Act, Shri. U. Raja Babu, Govt Director, retires by rotationat the upcoming Annual General Meeting and, being eligible, offers himself for reappointment.
During the year 2024-25, six (6) Board Meetings were held on 30 May 2024, 09 August 2024, 25 October 2024,14 November 2024, 09 December 2024 and 06 February 2025.
The provisions of Section 134(3)(p) of the Companies Act, 2013 relating to evaluation of Board of Directors do not applyto your company since necessary exemptions are provided to all government companies. Further, similar exemptions weregranted to your company by Securities Exchange Board of India (SEBI) under the provisions of SEBI (Listing Obligations andDisclosure Requirements {LODR}) Regulations, 2015 vide their letter No. SEBI/HO/CFD/DIL1/OW/P/2018/1679/1 dated17 January 2018.
The following are the statutory Committees constituted by the Board and they function according to their respective rolesand defined scope:
• Audit Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility and Sustainability Development Committee
• Stakeholders Relationship Committee
• Risk Management Committee
Details of composition, terms of reference and number of meetings held for respective Committees are given in the Reporton Corporate Governance, which forms a part of this Annual Report.
As per Section 134(3)(C) and 134(5) of the Companies Act, 2013 as amended, the Directors state that:
(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with properexplanation relating to material departures.
(ii) Directors have selected such accounting policies and applied them consistently and judgments and estimates made arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2025 andof the profit of the company for the year ended on that date.
(iii) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities.
(iv) Directors have prepared the annual accounts on a going concern basis.
(v) Directors have laid down internal financial controls which are being followed by the company and that such internal financialcontrols were adequate and operating effectively and
(vi) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern statusand company’s operations in future.
Material changes and commitments affecting the financial position of the company which have occurred between 31 March2025 and date of signing of this Report are - Nil.
During the year 2024-25, four (4) Audit Committee meetings were held to review internal control systems and their adequacy,including coverage of Audit functions. Details of composition, terms of reference, etc., are covered in Report on CorporateGovernance.
31.1 Pursuant to the provisions of Section 135 of the Companies Act, 2013 and The Companies (Corporate Social Responsibility)Rules, 2014 read with various clarifications/amendments issued by Ministry of Corporate Affairs & DPE guidelines, thecompany has undertaken various activities as per the CSR Policy. The programmes / initiatives / projects are taken up inline with the Schedule-VII of the Companies Act-2013, which are duly incorporated in CSR policy and forms the guidingprinciple for all our programmes. The Board of Directors of your company has Board Level Committee on Corporate SocialResponsibility and Sustainable Development (CSR & SD) (please refer Corporate Governance Report) in line with theprovisions of Section 135 of the Companies Act, 2013. The Committee has formulated and recommended CSR Policy tothe Board indicating the projects/activities to be undertaken by the company as specified in Schedule VII of the CompaniesAct, 2013.
31.2 Your company has been very conscious about its responsibilities towards society. Your company has also ventured intobackward/ under developed areas in Andhra Pradesh and Telangana to undertake Corporate Social Responsibility (CSR)activities by sponsoring various schemes.
31.3 The core areas of focus under CSR are Health Care, Nutrition, Education & Literacy, Skill Development & SustainableLivelihoods, Sanitation, Safe Drinking Water etc. Your company also adopted villages in Andhra Pradesh and TelanganaState under Corporate Social Responsibility initiative and the focus is on the necessities of human life-health, water andother conveniences.
31.4 The CSR and SD activities are monitored periodically by the Committee and a detailed annual report on CSR and SDactivities undertaken during the year 2024-25 is enclosed at Annexure-I.
31.5 During the year 2024-25, the CSR & SD obligation was 1:1288.23 lakh. Against the total CSR obligation, the companyhas incurred an expenditure of 11334.13 lakh and achieved 100% CSR target amount required under the provisions ofCompanies Act, 2013. CSR activities being undertaken are placed on Company’s website https://bdl-india.in/csr-projects
The company has a Board approved Risk Management Policy. The policy aims at elimination or reduction of risk exposuresthrough identification and analysis of various types of risks and facilitating timely action for taking risk mitigation measures. Thepolicy envisages that all programs, project reviews will highlight the progress of risk mitigation plans till the closure and signingoff the mitigation plans.
Pursuant to the Reg. 21 of SEBI (LODR) Regulations, 2015, the company has constituted a Risk Management Committee. Thedetails of Committee and its terms of reference, Risk Management Policy etc. are set out in the Corporate Governance Report.
In accordance with the provisions of the Companies Act, 2013, Annual Return of the company for the year under report isavailable on the company’s website https://bdl-india.in/annual-reports
There are no materially significant related party transactions during the year under review which may have a potential conflictwith the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. Members may refer to the notes to theaccounts for details of related party transactions. The policy for related party transaction has been uploaded on the Company’swebsite https://bdl-india.in/sites/default/files/PolicyonRelatedPartyTransactions_1.pdf
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 aregiven in the notes to the Financial Statement.
Your company, being a Defence PSU, the disclosure of information with respect to conservation of energy, technology absorption,foreign exchange earnings and outgo under the provisions of Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts)Rules, 2014 (as amended) is not required as the Ministry of Corporate Affairs vide Notification GSR No.680 (E) dated 4 September2015 has granted exemption to Defence Public Sector Undertaking.
During the year, your company as a part of energy conservation measures, procured and installed LED lights (14032 Nos.), BLDCFans (744 Nos.), 5 Star Rated ACs (74 Nos.), IE3 Motors (30 Nos.), e-mobility (2 wheelers -3 Nos. & 4 wheelers - 5 Nos.). Byinstalling the above, your company has adopted energy conservation measures across BDL. BDL had installed two 5 MW solarpower plants of each (Land based) and 200 KW (Rooftop) inside the premises at Kanchanbagh and Bhanur respectively. Further,planned to install 0.5 MW solar power plant (rooftop) at Visakhapatnam unit.
Your company had put in place all required internal controls and systems to meet the canons of financial propriety. Externalaudit firms are appointed to ensure their adequacy and report thereon. Detailed analysis of reports of Internal Audit Firmsas well as reports of Internal Audit Department of your company is placed before the Audit Committee for its review andadvice. The adequacy of internal control procedures is being reviewed and reported by Statutory Auditors in their Audit Report.The necessary disclosures have been made in Notes to Accounts. Your company being a Government Company is subject toGovernment Audit also.
Statutory Auditor:
M/s. Tej Raj & Pal, Chartered Accountants, Hyderabad were appointed as Statutory Auditors of the company for the financialYear 2024-25 by the Comptroller & Auditor General of India. The Auditors have audited the Accounts and does not contain anyqualification, reservation or adverse remarks
The Auditors’ Report on the financial statements for the financial year 2024-25 and the Comments of Comptroller and AuditorGeneral of India (C&AG) under Section 143 (6) of the Companies Act, 2013 are appended to the Annual Report.
Your company appointed M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad as Cost Auditors for the FY 2024-25 forthe audit of the cost records of the Company. The company maintains cost records as specified by the Central Government undersection 148(1) of the Companies Act, 2013 in respect of its manufacturing activities.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 (as amended), M/s. C.V.Reddy K & Associates, Practicing Company Secretaries ( PCSRegistration No.7976) has conducted Secretarial Audit of the company for the financial year 2024-25. The Secretarial AuditReport is appended to the Annual Report.
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting heldon 27 May, 2025, has approved the appointment of M/s. C.V.Reddy K & Associates, Practicing Company Secretaries, a peerreviewed firm (Firm Registration No.6517/2025) as Secretarial Auditors of the Company for a term of five consecutive yearscommencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.
As per the requirements of SEBI Listing Regulations and DPE Guidelines, the CEO/CFO certificate has been obtained and placedbefore the Audit Committee and the Board.
During the year, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee/Board underSection 143(2) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees,the details of which needs to be mentioned in the Board’s Report.
Management Discussion and Analysis Report required under the SEBI (LODR) Regulations, 2015 and also under the DPEGuidelines on Corporate Governance for Central Public Sector Enterprises (CPSEs), is attached to this Report as Annexure II.
42.1 Corporate Governance is about application of best management practices, compliance of laws and adherence to ethicalstandards to achieve Company’s objective of enhancing stakeholders’ value and discharge of social responsibility. TheCompany has a well-established, transparent and fair administrative set up to provide for professionalism and accountability.
42.2 As per the guidelines on Corporate Governance for CPSEs issued by DPE vide its OM No. 18 (8)/2005-GM, dated 14May 2010 and in terms of the SEBI (LODR) Regulations, 2015, Report on Corporate Governance along with Certificate oncompliance of conditions on Corporate Governance from a Practicing Company Secretary are attached to this report asAnnexure-III.
42.3 Quarterly and Yearly compliance reports on Corporate Governance are being forwarded to Stock Exchanges and MoD inthe prescribed format.
42.4 The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetingsof the Board of Directors and General Meetings.
42.5 No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance ofonetime settlement with any Bank or Financial Institution.
42.6 There has been no change in the nature of business of the Company.
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified in thecompany. In line with the Guidelines received from time to time, necessary actions have been taken to prevent Sexual Harassmentof Women at Workplace. The BDL CDA Rules applicable to Officers and the Certified Standing Orders applicable to Workmenhave the required provisions in this regard. The Internal Complaints Committees as per Section 4 of the Act have been put inplace. During the year 2024-25, no sexual harassment complaints were received by your company.
The information required to be provided to citizens under Section 4(1)(b) of Right to Information Act, 2005 is placed onCompany’s Website https://bdl-india.in//sites/default/files/Info-on-BDL.pdf. It contains general information of the company,functions, powers and duties of employees/officers, decisions making process, rules, regulations, manuals and records held bythe company, directory of the Company’s Officers, pay scales of officers/ employees and procedure for seeking information andinspection of records. The company has nominated a Central Public Information Officer of Senior Manager Level to attend toqueries and appeals.
During the year 2024-25, the CPIO has received 185 applications/queries, out of which 173 applications have been disposed-off and 9 (Nine) application is transferred to other Public Authority. 3 (Three) RTI queries are under process. Further, out of 19appeals received, 17 are disposed-off by Final Appellate Authority and 2 (Two) are under process as on 31 March 2025.
Pursuant to the provisions of the Section 177(9) of the Companies Act, 2013 read with Rule (7) of the Companies (Meeting ofthe Board & its Power) Rules, 2014 (as amended) and DPE Guidelines for CPSEs, the Board of Directors had approved the policyon Whistleblower/Vigil Mechanism and the same was hosted on website of the company https://bdl-india.in/sites/default/files/WBP.pdf. The policy inter-alia provides a direct access to the Chairman of the Audit Committee.
Employees are encouraged to raise any of their concerns by way of whistle blowing and none of the employees have been deniedaccess to the Audit Committee.
The Securities and Exchange Board of India (SEBI) has mandated inclusion of Business Responsibility and Sustainability Report(“BRSR”) as part of the Annual Report based on market capitalization. Your Company has prepared a comprehensive policyframework for BRSR, after studying the SEBI (LODR) Regulations, 2015 (as amended) requirements and keeping in view thebusiness and governance environment in which BDL as a Defence PSU operates. The company’s BRSR for the year is availableon the BDL’s website at https://bdl-india.in/sites/default/files/BRSR-24-25.pdf
In terms of SEBI (LODR) Regulations, 2015 (as amended), dividend distribution policy has been adopted by your company to setout the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividendto its shareholders and/or retaining the profit into the business. The policy is available on the BDL’s website https://bdl-india.in/sites/default/files/DividendDistributionPolicy_1.pdf .
48.1 Your Directors gratefully acknowledge and express their appreciation for the cooperation extended and guidance providedby various Government Agencies, including the Ministry of Defence, DPSUs, Department of Defence Production, DRDOLaboratories, Central Government Departments, State Governments of Telangana and Andhra Pradesh, Quality AssuranceAgencies of the Government of India, and other PSUs. Their support has been invaluable to the company, and yourDirectors are grateful for the assistance received from them on various occasions.
48.2 The company would like to extend its sincere appreciation to the Comptroller & Auditor General of India, the PrincipalDirector of Commercial Audit & Ex-officio Member, Audit Board, Statutory Auditors, Bankers, and Suppliers for theircooperation, support, and guidance. Their contributions have been instrumental in ensuring the smooth functioning andfinancial integrity of the company.
48.3 The Directors take this opportunity to express their deep appreciation for the valuable contributions and cooperationof the employees at all levels. Their dedication, hard work, and commitment have played a crucial role in propelling thecompany to greater heights and sustaining its growth trajectory. The Directors recognize and acknowledge the employees’efforts and extend their gratitude for their continued support in the future.
Place : Hyderabad Chairman & Managing Director
Date : 27 May 2025 DIN: 09808949