Your Directors are pleased to present the 64^th Annual Report along with the Audited Financial Statements of your Company for
the financial year (“FY”) ended March 31, 2025 (“FY 2024-25/FY 2025”).

FINANCIAL HIGHLIGHTS

The Company's Financial Performance (Standalone & Consolidated) for the FY 2024-25 is summarized below;

'NJotes:

1. EPS of current and previous financial years are restated to account for the 3:1 bonus issue during the year

2. The Company has received a sum of USD 31,83,528 (Equivalent to C265233 Lakhs) in the form of dividend from one of its Wholly owned Subsidiary
"Bajaj Coneagie LLC, Alabama, USA" during the quarter ended June 24. The same is shown as Exceptional Items in above consolidated results for
the year ended March 31, 2025, so that the same are in consonance with the Standalone results.

PERFORMANCE HIGHLIGHTS

The Performance Highlights on a Standalone and Consolidated
basis for the FY 2024-25 of the Company are as under:

STANDALONE BASIS

During the FY 2025, the gross turnover including other Income
on standalone basis of the Company was C54,501.33 lakhs.
The Profit before Interest, Depreciation and Tax (PBITDA) of
the Company was C9,287.26 in 2024-25. The EPS was C36.33
per share during the year under review, further, the figures of
Earnings Per Share have been restated to give effect to the
allotment of 15600000 new bonus shares of the Company.

The Net worth of the Company for FY 2024-25 was
C36,669.20 lakhs.

CONSOLIDATED BASIS

The gross turnover including other Income on consolidated
basis of the Company was C59,720.70 lakhs. The Profit before
Interest, Depreciation and Tax (PBITDA) of the Company was

C10,453.57 lakhs in 2024-25 and the Earnings Per share was
C40.27 per share during the year under review. The figures of
Earnings Per Share have been restated to give effect to the
allotment of 15600000 new bonus shares of the Company.

The Company had delivered a stable performance in FY25,
with steady growth in operations and financials.

OPERATIONS

The Company is aggressively expanding its capacity in
terms of manpower, land parcel, machineries and product
range. In the FY 2025, the Heavy Engineering Division of the
Company has reached to the new heights and is continuously
developing the customer base across the world. The other
business verticals such as PEB and Electrical Panel are
also exploring the International markets and have started
receiving good order bookings from the clients of the different
continents. Significant efforts are also being made in the
Research & Development department of the Company with
an intent to bring Product oriented results in terms of design,

performance, quality etc., to have a cutting edge position over
the competitors.

This year marked a key milestone as we expanded capacity in
the Infrastructure Division, which is expected to triple revenue
from this segment in next 2-3 years. We also incorporated two
subsidiaries in Brazil, strengthening our presence in South
America and paving the way for higher international revenues.

With over 60 years of engineering expertise and a strong team
of 2000 workforce, including 200 in design and detailing,
we've improved systems, increased efficiency, and built strong
partnerships. Looking ahead, we plan to invest C 300-350 Cr
over the next 3-4 years to scale up our Infrastructure, Heavy
Engineering, and Electrical Panels divisions—supporting long¬
term growth and value creation.

DIVIDEND

Directors are pleased to recommend a Dividend @ 20 % i.e.
1/- per equity share having a Face Value of C5/- each as final
dividend for the FY 2025. The Payment of Dividend is subject
to the approval of shareholders at the ensuing Annual General
Meeting (AGM) of the Company.

The dividend, subject to its declaration, will be distributed
to shareholders whose names appear on the Register of
Members on August 27, 2025. Based on the total number
of Equity Shares of the Company, the dividend, if approved
would result in a cash outflow of C208 Lakhs.

Pursuant to the Finance Act, 2020, dividend income is taxable
in the hands of the shareholders effective from April 01, 2020
and the Company is required to deduct tax at source from
dividend paid to the Members at prescribed rates as per the
Income Tax Act, 1961.

The Register of Members and Share Transfer Books of
the Company will remain closed from August 28, 2025 to
September 03, 2025 (both days inclusive) for the purpose of
payment of dividend and AGM of FY 2024-25.

TRANSFER OF RESERVES

Out of the amount available for appropriations for the FY 2024¬
25, the Company has transferred C6,620.63 Lakhs to its
General Reserves.

DEPOSITS

During the FY 2024-25, the Company did not invite or accept
any deposits within the meaning of Section 73 and 74 of the
Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014 (as amended).

SUBSIDIARIES OF THE COMPANY

The Board of Directors at its meeting held on May 28, 2025,
approved the Audited Standalone & Consolidated Financial
Statements for the FY 2024-25 which includes financial
information of all its subsidiaries, and forms part of this report.

The Consolidated Financial Statements of your Company
for the FY 2024-25, have been prepared in compliance with
applicable Indian Accounting Standards (Ind-AS) and SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015 (Listing Regulations). Pursuant to Section 129(3) of the
Act, a statement containing the salient features of the Financial
Statement of the subsidiary Companies is attached to the
Financial Statement in Form AOC-1 as Annexure-A.

In accordance with Section 136 of the Companies Act, 2013,
the Audited Financial Statements, including the Consolidated
Financial Statements and related information of the Company
and audited accounts of each of its subsidiaries, are available
on our website www.bajajngp.com. These documents will
also be available for inspection during business hours at the
registered office of the Company.

The Company has the following Wholly Owned
Foreign Subsidiaries:

1) Bajaj Coneagle LLC, Alabama, USA;

2) Bajaj Steel Industries (U) Ltd., Uganda

3) Bajaj Continental LTDA, Brazil; and

4) Bajaj Services LTDA, Brazil

MATERIAL SUBSIDIARY

The Company has no material subsidiary as per the thresholds
laid down under the Listing Regulations.

CREDIT RATING

During the year under review, the domestic rating agency
“CRISIL” has reviewed and reinstated the rating of the
Company's long term & short term facilities in the below manner:

Total Rank loan Facilities Rated C194 orore

This reflects the Company's robust financial position and
operational efficiency.

MATERIAL CHANGES BETWEEN THE DATE
OF THE BOARD REPORT AND END OF
FINANCIAL YEAR

There are no other Material Changes or Commitments affecting
the financial position of the Company which have occurred
between the end of the financial year of the Company to which
the financial year ended 2025 relate and the date of the report
except the Company has issued 1,56,00,000 bonus shares in
the ratio of 3:1 having a face value of C5/each in compliance with
the provisions of Section 63 of the Companies Act, 2013, SEBI
Listing Regulations, 2015 and SEBI ICDR Regulations 2018.

CHANGE IN THE NATURE OF BUSINESS, IF
ANY

There was no such change in the nature of business of the
Company during the reporting period.

AUDITORS

STATUTORY AUDITORS

M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur,
(FRN: 305123E), were appointed as Statutory Auditors of the
Company at the 61^st AGM to hold their office till the conclusion
of 66^th AGM of the Company and they have successfully
conducted Statutory Audit of the Financial Statements of the
Company for the FY ended 2024-25.

AUDITORS’ REPORT

The Auditor's Report for the FY 2024-25 on the financial
statements of the Company is attached to this Annual Report.
The notes on Financial Statements referred in the Annual
Report are self-explanatory and do not call for any further
comments. The Auditor's Report does not contain any
qualification, reservation or adverse remark.

COST AUDITOR

During the year under review, in accordance with Section 148(1)
of the Companies Act, 2013, the Company has maintained
the cost records, as specified by the Central Government.
These cost records were audited by M/s Rakesh Misra & Co.,
(Firm Reg. No. 000249), Cost Accountants, Kanpur, for the
FY 2024-25. The Cost Auditors' Report of FY 2025 did not
contain any qualifications, reservations, adverse remarks or
disclaimers and no frauds were reported by the Cost Auditors
to the Company under sub-section (12) of Section 143 of
the Act.

Further, pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014
(as amended), the Board of Directors, on the recommendation
of the Audit Committee have re-appointed M/s Rakesh Misra
& Co., (Firm Reg. No. 000249), Cost Accountants, Kanpur,
as the Cost Auditor of the Company for the Financial Year
2025-26. The remuneration payable to the Cost Auditor is
subject to ratification of Shareholders at the ensuing AGM of
the Company.

INTERNAL AUDITOR

The Internal Audit of the Company for the FY 2024-25 was
undertaken by the Internal Auditors M/s V.R. Inamdar &
Associates, Chartered Accountants, Nagpur. Further, there
were no adverse remarks or qualification received from the
Internal Auditors. The Internal Auditors reports directly to the
Audit Committee of the Company and the internal audit was
completed as per the scope defined by the said Committee
from time to time.

Further on the recommendation of the Audit Committee, M/s
V.R. Inamdar & Associates, Chartered Accountants, Nagpur,
have been re-appointed as Internal Auditors pursuant to the
provisions of Section 138 of the Companies Act, 2013 to carry
out the Internal Audit of the functions and activities of the
Company for the FY 2025-26.

SECRETARIAL AUDITOR

The Company had appointed M/s Siddharth Sipani &
Associates, Practicing Company Secretaries, Nagpur, to
conduct the Secretarial Audit for the FY 2024-25, as prescribed
under Section 204 of the Act and Rules made thereunder.
Further as per the latest amendment of Regulation 24A of
SEBI Listing Regulations, 2015, the Company has secured the
consent & eligibility of M/s Siddharth Sipani & Associates for
their appointment as Secretarial Auditors of the Company for
a term of 5 consecutive years w.e.f. FY 2025-26 to 2029-30,
subject to the approval of shareholders at the ensuing AGM of
the Company.

The Secretarial Audit Report in the prescribed Form MR-3 for
FY 2024-25 as furnished by M/s Siddharth Sipani & Associates
is annexed to this Report as Annexure-B.

Further, the Secretarial Auditors have made the following
observation in their Report and the Board's explanation
thereof is as under:

Observation:

No observation made.

Board’s Explanation/Comments:

Not Applicable.

FRAUDS REPORTED BY AUDITOR

During the year under review, there were no instances of
frauds reported by the auditors to the Audit Committee or the
Board under Section 143(12) of the Act read with Rule 13 of
the Companies (Audit and Auditors) Rules, 2014.

INTERNAL FINANCIAL CONTROLS

The Company's internal control systems commensurate
with the nature of its business, the size and complexity of its
operations and such internal financial controls with reference
to the Financial Statements are adequate. These internal
financial controls, are operating effectively for ensuring the
accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

BUSINESS RISK MANAGEMENT

Business Risk Assessment procedures have been set in place
for self-assessment of business risks, operating controls and
compliance with Corporate Policies. The identified elements of
Risk and Risk Mitigation measures are periodically reviewed /
revised by the Board of Directors as and when the need arises.

SHARE CAPITAL

During the FY 2025, the paid-up Equity Share Capital
was C1,040.00 Lakhs. During the year under review, the
Company has issued 1,56,00,000 bonus shares in the ratio
of 3:1 having a face value of C5/each in compliance with the
provisions of Section 63 of the Companies Act, 2013, SEBI
Listing Regulations, 2015 and SEBI ICDR Regulations 2018,
by capitalizing Company's securities premium account to be
utilized for the purpose, as per the audited accounts of the
Company for the financial year ended March 31, 2024.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has disclosed the details relating to the Loans,
Guarantees or Investments, as defined under Section 186
of the Companies Act, 2013, in the Notes to the Financial
Statement which forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013
and the Listing Regulations, the Company has formulated a
Policy on the Materiality of Related Party Transaction (RPT)
and dealing thereof which is also available on the Company's
website at https://bajajngp.com/investor-relations/guidelines-
code-policy/.

The Policy intends to ensure that proper reporting, approval
and disclosure processes are in place for all the transactions
between the Company and its Related Parties. All the RPTs
are placed before the Audit Committee for its approval, review
and ratification. Prior omnibus approval is obtained for RPTs
on a yearly basis for the transactions which are of repetitive
nature and/or entered in the ordinary course of business at
arm's length.

All the RPTs entered during the year were in ordinary course
of the business and at arm's length basis. No Material RPTs,
as per the materiality threshold adopted by the Board of
Directors, were entered during the year by the Company.
Accordingly, the disclosure of RPTs as required under Section
134(3)(h) of the Act, in Form AOC-2 is not applicable.

However, the particulars of all the RPTs in terms of IND AS 24
are forming part of the financial statements.

HUMAN RESOURCES AND INDUSTRIAL
RELATIONS

The Company understands that its ability to emerge as a
customer-centric organization hinges completely on the
dedication and commitment of its human resources to
uphold the Company's values. Further, relationship with the
employees were cordial throughout the year.

MANAGEMENT

DIRECTORS AND KEY MANEGERIAL PERSONNEL
(KMP)

The composition of the Board of Directors of the Company is
as below:

Pursuant to Section 152(6)(d) of the Companies Act, 2013, Shri Sunil Bajaj, Executive Director, is getting retired by rotation at the
ensuing AGM, and he expressed his willingness for the re-appointment as Executive Director of the Company.

DETAILS OF CHANGE IN DIRECTORS/KMP DURING THE FY 2025

DETAILS OF CHANGE IN DIRECTORS/KMP AFTER THE END OF FY 2025 BUT UPTO THE DATE OF
REPORT

The previous terms of Shri Rohit Bajaj and Shri Sunil Bajaj
got expired on June 30, 2024, therefore considering their skills
and overall contribution in the Company's success and on the
recommendation of Nomination & Remuneration Committee,
the Board has re-appointed them as a Chairman & Managing
Director and Executive Director respectively for a period of
5 years w.e.f. July 01, 2024 to June 30, 2029 at the Board
meeting held on May 29, 2024, subject to further approval of
shareholders which was secured at the 63^rd Annual General
Meeting held on September 04, 2024.

Further, the appointment of Dr. Mahendra Kumar Sharma
as Whole Time Director & CEO of the Company has also
expired on November 11, 2024, therefore looking at his skills,
experience and overall contribution in the Company's success,
the Company has reappointed him for a further period of 5
years w.e.f. November 12, 2024 to November 11, 2029 by
obtaining the shareholder's consent which was secured at
the Extra Ordinary General Meeting of the Company held on
October 28, 2024.

Further to get the benefits of the passion, enthusiasm and
commitment from the new age directors to the Company's
board, the Board has appointed Shri Lav Bajaj and Shri Gaurav
Sarda as an Additional Director and Additional Non-Executive
Independent Director respectively at the Board Meeting
held on October 03, 2024 subject to further approval of
shareholders which was secured at the Extra Ordinary General
Meeting dated October 28, 2024 and their appointments were
regularized by the shareholders in the below manner:

• Shri Lav Bajaj - Director for 5 consecutive years w.e.f.
October 03, 2024 to October 02, 2029, liable to retire by
rotation; and

• Shri Gaurav Sarda - Independent Director for 2 consecutive
years w.e.f. October 03, 2024 to October 02, 2026, not
liable to retire by rotation.

• Shri Mayank Bhandari - Independent Director for 2
consecutive years w.e.f July 23, 2025 to July 22, 2027, not
liable to retire by rotation.

DECLARATION OF INDEPENDENCE BY
INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to
the Board indicating that they comply with all the requirements
that are stipulated in Section 149(6) of the Companies Act,
2013 and Regulation 16(1)(b) of SEBI Listing Regulations, 2015
so as to qualify themselves to act as Independent Directors of
the Company. Further, they have also declared that they are
not aware of any circumstance or situation, which exists or may

be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent
judgment and without any external influence.

The Independent Directors of the Company have complied
with the requirements of the provisions in relation to the
Independent Directors Databank as stated in the Companies
(Creation and Maintenance of Databank of Independent
Directors) Rules, 2019 and the Companies (Appointment and
Qualification of Directors) Rules, 2014 as amended from time
to time.

BOARD EVALUATION

During the year, annual performance evaluation of the Board
and Committees of the Board, individual Directors including
the Chairman of the Board, was carried out as per the criteria
and process approved by Nomination & Remuneration
Committee, which is in line with the SEBI Guidance Note on
Board Evaluation.

The Board discussed upon the performance evaluation
outcome and concluded that they were satisfied with the
overall performance of the Board and Committees and
Directors individually. The Board also assessed the fulfilment
of the independence criteria by the Independent Directors of
the Company and their independence from the management
as specified in the Listing Regulations.

The performance evaluation of the Non-Independent Directors
and the performance of the Board as a whole was discussed
at the separate meeting of the Independent Directors as well.

ANNUAL RETURN

The Annual Return for the Financial Year 2024-25 as required
under Section 92(3) of the Companies Act, 2013 is available
on the website of the Company and can be accessed on the
Company's website at the link https://bajajngp.com/investor-
relations/annual-report/.

CORPORATE GOVERNANCE REPORT

In accordance with Regulation 34 of the SEBI Listing
Regulations, 2015, a Report on Corporate Governance
along with the Auditors' Certificate confirming compliance is
attached and forms part of this Report.

A report of the Statutory Auditors of the Company confirming
the compliance of conditions of Corporate Governance as
required by SEBI Listing Regulations, 2015 is also obtained by
the Company and attached to this report.

CORPORATE SOCIAL RESPONSIBILITY

(‘CSR’)

As required under section 135 of the Companies Act, 2013,
the CSR Policy was formulated by the CSR Committee and
thereafter approved by the Board. CSR Policy is available
on the Company's website: https://bajajngp.com/investor-
relations/guidelines-code-policy/. The annual report on CSR
activities during the FY 2025 and other details required to be
given under section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, are given in Annexure C-I and C-II forming part
of this Report.

BOARD MEETINGS

The Board of Directors met five (5) times during the year under
review. The details of board meetings and the attendance
of the Directors are provided in the Corporate Governance
Report, which forms part of this Annual Report.

BOARD COMMITTEES

The Board of Directors has following Committees: -

A detailed disclosure on the Board, its committees, its
composition, and brief terms of reference, number of board
and committee meetings held, and attendance of the directors
at each meeting is mentioned in the Report on Corporate
Governance which forms part of this Annual Report.

VIGIL MECHANISM

The Company has established a vigil mechanism pursuant
to the requirements of Section 177(9) of the Companies
Act, 2013 and Regulation 22 of the Listing Regulations. No
personnel have been denied access to the chairman of the
Audit Committee to report genuine concerns. Establishment
of vigil mechanism is hosted on the website of the Company
under the web link at https://bajajngp.com/investor-relations/
guidelines-code-policy/.

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

Your Company believes in providing a safe and harassment
free workplace for each and every individual working for the
Company through various interventions and practices. It is
an endeavor of the Management to create and provide an
environment to all its employees that is free from discrimination
and harassment including sexual harassment.

The Company has also constituted Internal Complaints
Committees to consider and resolve the complaints related

to sexual harassment. Information regarding the same is also
provided in the Corporate Governance Report forming part of
Directors' Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis as prescribed
under Part B of Schedule V read with Regulation 34(3) of
the Listing Regulations is provided in a separate section and
forms part of this Report which includes the state of affairs of
the Company and there has been no change in the nature of
business of the Company during FY 2025.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are attached as Annexure 'D' to
this Report.

The statement containing names of top ten employees in
terms of remuneration drawn and the particulars of employees
as required under Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. Further, in terms of the
first provision of Section 136(1) of the Act, the report and
the accounts are being sent to the members excluding the
aforesaid annexure. In terms of Section 136(1) of the Act, the
said annexure is open for inspection at the Registered Office
of the Company, any shareholder interested in obtaining a
copy of the same may write to the Company Secretary on
email id : cs_legal@bajajngp.com and will be made available
to any Member on his/her request.

TRANSFER OF UNCLAIMED AMOUNTS
/ SHARES TO INVESTOR EDUCATION &
PROTECTION FUND

Pursuant to Sections 124 and 125 of the Act read with the
Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”),
dividend, if not claimed for a period of seven years from the
date of transfer to Unpaid Dividend Account of the Company,
are liable to be transferred to IEPF.

Further, all the shares in respect of which dividend has
remained unclaimed for seven consecutive years or more from
the date of transfer to unpaid dividend account shall also be
transferred to IEPF Authority.

The Members who have a claim on above dividends and/or
shares are requested to follow the below process:

1. Submit self-attested copies of documents provided in
IEPF 5 helpkit, which is available on IEPF website (www.

iepf.gov.in) to the Company/ Registrar and Transfer Agent
(RTA).

2. After verification of the aforesaid documents submitted,
Company/RTA will issue an entitlement letter.

3. File Form IEPF-5 on IEPF website and send self-attested
copies of IEPF-5 form along with the acknowledgement
(SRN), Indemnity bond and entitlement letter to Company/
RTA.

4. On receipt of the physical documents mentioned above,
Company will submit e-Verification report, for further
processing by the IEPF Authority

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

As required under Section 134(m) of the Companies Act, 2013,
read with the Companies (Accounts) Rules 2014, information
relating to the foregoing matters is as under:

CONSERVATION OF ENERGY AND GREEN
TECHNOLOGY/ INITIATIVES

The Company has always been conscious of the need to
conserve energy in its manufacturing plants and to the
protect environment. Energy conservation is achieved through
optimized consumption of power and improvements in
energy productivity.

1. Replacement of all halogen type lights by LED lamps
across all the factory locations.

2. Variable Frequency Drive (VFD) installed in the maximum
lathe and hoist system.

3. Energy saving fans and office bulbs installed across
all the plants and offices to reduce the overall
energy consumption.

The Company has also adopted nature friendly activities across
all the manufacturing plants and offices. Further, by adopting
sustainable practices, we aim to minimize our environmental
impact and contribute to a greener future.

RESEARCH AND DEVELOPMENT (R&D)

The R&D division of the Company has carried out the research
& development during the FY 2025 and the details of the same
are as under:

a. Specific areas in which R&D was carried out
by the Company

Solid Fuel / Wood-Fired Hot Air Generator-

Developed a Wood-Fired Hot Air Generator for drying
cotton seed. Incorporated finned tubes to improve heat
transfer efficiency and reduce fuel consumption.

Seed Cotton Compacting Machine:-

Designed and developed a Seed Cotton Compacting
Machine to form raw cotton modules, especially for
farmers. This helps in preventing moisture and trash
contamination and enables easier handling and storage.

Bale Moisture Sensor-

Developed a Bale moisture scanner to measure bale
moisture using microwave technology which includes
transmitter and receiver. Bale moisture data can be
simply displayed on local HMI screen and moisture
monitoring system and can be recorded on hard drives
or online database.

Data Communicator-

Designed Data Communicator to accept inputs via
RS232 and RS485 Modbus, enabling it to interface with
a wide range of legacy and modern equipment. The Data
Communicator then translates these inputs into outputs
over RS485 Modbus and WiFi, offering dual connectivity
options that enhance integration capabilities within
complex systems.

Cotton Testing Instrument-

Conducted research on issues encountered during
trials and redesigned the complete L&S Table Modules
to address all the problems. Further, manufactured the
required parts and completed full mechanical assembly.
Successfully conducted trials of pneumatics and motors
using the step kit.

b. Benefits derived as a result of the above R&D

• Provided farmers with a practical and affordable
solution for raw cotton handling, reducing
contamination and logistical challenges.

• Enabled accurate moisture and weight
measurement of cotton bales, improving quality
control and traceability.

• For industrial automation, and remote monitoring,
this device ensures secure and efficient data
transmission across different platforms, making it
an essential tool for modernizing communication
infrastructures. With the Data Communicator, you
can effortlessly connect and manage your devices,
whether they are part of a local network or require
remote access via WiFi.

c. Future Plan of action

The R&D division is planning to undertake initiatives for
the following New Product Development:

• Development of a Solid Fuel/Wood-Fired
Humidification System.

• Research and development of a Multi-Grain Dryer
suitable for drying various types of grains with
optimal energy use and preservation of quality.

• Development of Cotton Testing Instrument - Length
& Strength Module and Comb Integration

• Research and development of the Intelligent
System—an advanced, cloud-based platform
designed to modernize the collection, monitoring,
and analysis of operational data in cotton
ginning operations.

• Design and Development of a Steam Tube Heat
Exchanger Type Dryer

TECHNOLOGY ABSORPTION

The Company manufactures the ginning machineries/
equipment in-house via the technology acquired from
Continental Eagle Corporation, USA. The Company has
technical collaboration with Central Institute for Research on
Cotton Technology (CIRCOT) and is currently developing new
products such as Dryers and Humidification Systems.

The Company is technological driven organization that
continuously works on the technical front to make its products
more competent in the market. Under the able leadership and
guidance of Dr. M.K. Sharma, Whole Time Director & CEO of
the Company, various R&D activities are being undertaken to
develop the existing product line and to manufacture the new
ones to expand the Company's product portfolio.

FOREIGN EXCHANGE EARNINGS AND
OUTGO

Total foreign exchange earned and used during the financial
year 2024-25

LISTING OF SHARES

The Equity Shares of the Company are listed on the
BSE Limited.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the
Regulators or Courts or Tribunals, Statutory and quasi-judicial
bodies, impacting the going concern status and Company's
operations in the future.

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

No application has been made under the Insolvency and
Bankruptcy Code, 2016 and hence the disclosure is not
applicable to the Company for the period under review.

DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

No such incident took place during the reporting year.

COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company complies with the applicable Secretarial
Standards as mandated by the Institute of Company
Secretaries of India (‘ICSI') to ensure compliance with all the
applicable provisions read together with the relevant circulars
issued by the Ministry of Corporate Affairs.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013,
the Board of Directors hereby confirms that:

1. I n the preparation of Annual Accounts for the FY 2025,
the applicable accounting standards have been followed
along with proper explanation relating to material
departures and in compliance with the laws;

2. The Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the
Company for that year on that period;

3. The Directors have taken proper and sufficient care
towards the maintenance of adequate accounting
records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. Annual Accounts have been prepared on a going
concern basis;

5. Internal financial controls were in place which were
adequate and were operating effectively; and

6. Proper systems to ensure compliance with the provisions
of all applicable laws were in place and such systems are
adequate and operating effectively.

CEO/CFO CERTIFICATION

The Chief Executive Officer (CEO) and the Chief Financial
Officer (CFO) have issued a certificate pursuant to the
provisions of Regulation 17 (8) of the Listing Regulations
certifying that the financial statements do not contain any
untrue statement and these statements represent a true and
fair view of the Company's affairs, which has been reviewed
by the Audit Committee and taken on record by the Board.

CAUTIONARY STATEMENT

It is to be noted that in accordance with relevant securities
laws and regulations, certain comments in the Management
Discussion and Analysis section may be regarded to be
“forward-looking statements” with respect to Company's
objectives, plans, estimates and expectations.

It is crucial to recognize that the actual results achieved may
significantly deviate from the expressed or implied statements.

Company's operations are subject to various influential
factors, including economic developments within the country,
industry-specific demand and supply conditions, fluctuations
in input prices, modifications in government regulations and
tax laws, as well as additional considerations such as litigation
and industrial relations.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the
Company's employees for their contribution towards the
Company's performance. The Directors would also like to
thank the members, employee unions, customers, dealers,
suppliers, bankers, governments and all other business
associates for their continuous support to the Company and
their confidence in its management.

FOR AND ON BEHALF OF THE BOARD
Date: July 23, 2025 OF BAJAJ STEEL INDUSTRIES LIMITED

Place: Nagpur

ROHIT BAJAJ

CHAIRMAN & MANAGING DIRECTOR
DIN: 00511745