The Directors are pleased to present their 76^th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2023.

Your Company continued its progress of previous years and achieved its highest ever sales turnover.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

As per the Press Note of February, 2023 from the National Statistical Office - Ministry of Statistics & Programme Implementation, gross fixed capital formation (GFCF) expanded by 11.2% in 2022-23 compared to 14.6% in 2021-22, and its share in GDP rose marginally to 34.0% as against 32.7% in 2021-22.

As per the RBI Monetary Policy Document April 2023, domestic economic activity exhibited resilience in the second half of 2022-23 despite stronger global headwinds. Investment activity was robust though private consumption growth was moderate. On the supply side, the services sector was the main driver, with elevated input cost pressures dragging down the manufacturing sector. Going ahead, economic activity would be supported by improving rural demand, the Government’s thrust on infrastructure spending, revival in corporate investment, healthy bank credit, and moderate commodity prices. The prolonged geopolitical tensions, tighter global financial conditions, global financial market volatility, and slowing external demand remain the key risks to the immediate outlook.

Previous year’s figures have been regrouped for comparison purposes with current year’s presentation wherever necessary.

DIVIDEND:

Your Directors are pleased to recommend a Dividend of ' 40/- (Rupees Forty only) per fully paid-up equity share of Face Value of '10/- (Rupees Ten Only) each, i.e., @ 400%, for the Financial Year 2022-2023, subject to approval of the Members at the ensuing 76^th Annual General Meeting (AGM).

The total cash out flow on account of payment of Dividend for the year (if approved) will involve a sum of ' 22,60,62,400/- (Rupees Twenty Two Crore Sixty Lakh Sixty Two Thousand Four Hundred only).

The Dividend on equity shares, as recommended by the Board of Directors, if declared at the 76^th AGM, will be paid to the Shareholders whose names appear in the Register of Members of the Company as on cut-off date i.e., Thursday, September 07, 2023, upon close of business hours and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders and accordingly payment will be made after deduction of tax at source, if applicable.

SHARE CAPITAL:

The paid-up share capital of the Company as on March 31, 2023 was ' 5,65,15,600/-. There is no change in the capital structure since the previous year.

DIVIDEND DISTRIBUTION POLICY:

The Company forms part of the List of Top 1000 listed entities, based on Market Capitalisation, as on March 31, 2023. In view thereof, pursuant to the provisions of Regulation 43A of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (including amendments) (“the Listing Regulations”), the Dividend Distribution Policy is available on the Company’s Website, the weblink of which is https://www.bharatbijlee.com/ media/20440/bbl div-dist-policy 04082021.pdf.

OPERATIONS:

Income from Sales and Services for the Company at ' 141849.62 lakhs (compared to ' 126573.97 lakhs in the previous year) was higher by 12%. The profit before tax was higher, from ' 7455.79 lakhs in the previous year, at ' 11135.90 lakhs.

FINANCE:

The finance cost for the year increased by 5% to ' 2206.80 lakhs compared to ' 2102.21 lakhs in the previous year due to increased working capital required to support the 12% growth in sales and rising interest rates due to tight monetary policy being pursued by the Central Banks globally. The free reserves of the Company as on March 31, 2023 increased by ' 6433.35 lakhs to ' 57134.14 lakhs. The credit rating for the bank facilities enjoyed by the Company continues to be at ICRA A (Stable) (Long Term) and ICRA A1 (Short Term).

During the year under review, Unclaimed Fixed Deposit and Unclaimed Fixed Deposit Interest amount to ' 3,16,749/-(Rupees three lakhs sixteen thousand seven hundred and forty nine only) was transferred to the Investor Education and Protection Fund.

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

There is an ongoing emphasis on building a progressive Human Resources culture within the Organisation. Structured initiatives to nurture talent and create a working environment that fosters motivation, teamwork and result orientation continue to be addressed. Productivity level continued to be subject to continuous monitoring. Industrial Relations continued to be harmonious.

Employee strength as on March 31, 2023 was 1,656 as compared to 1,415 in the previous year.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The Company has no Subsidiary / Joint Venture / Associate Companies during the financial year ending March 31, 2023. Accordingly, a Statement under the provisions of Section 129(3) of the Companies Act, (‘the Act’) containing salient features of the financial statements of the Company’s subsidiary(ies) in Form AOC-1 is not enclosed.

DEPOSITS:

The Company has not accepted / renewed any fixed deposits from the public or the Members, within the meaning of Section 73 read with Chapter V of the Act, and the Companies (Acceptance of Deposits) Rules, 2014, during

the financial year 2022-2023, and as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls framework as designed and implemented by the Company is adequate and commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding of assets, transactional controls and ensuring compliance with the Company’s policies & procedures. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the in-house internal audit department and the observations, corrective and preventive actions are reviewed by the management and Audit Committee of the Board of Directors. During the financial year under review, no material weakness in the design or effectiveness was observed.

The framework on Internal Financial Controls over Financial Reporting has been reviewed by the internal and the external auditors and concluded to be adequate & effective as at March 31, 2023.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the Financial Year 2022-2023, with Related Parties, as defined under Section 188 of the Act and the Rules made there under and as per the applicable provisions of the Listing Regulations, were in the ordinary course of business and on arm’s length basis.

Further the Company has not entered into material related party transactions as defined under Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, during the Financial Year under review. Accordingly, disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with the Companies (Accounts) Rules, 2014, in Form AOC-2, is not annexed to this Report.

As per the Related Party Transactions Policy, all related party transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for transactions which could be foreseen and are of repetitive nature for a period of one year. During the year under review, the Related Party Transactions entered into, pursuant to the omnibus approval so granted for review, are placed before the Audit Committee on a quarterly basis.

Your Company has adopted a Policy on Related Party Transactions which was approved by the Board at its Meeting held on July 28, 2022, to incorporate the new requirements introduced under the Listing Regulations. The Audit Committee reviews this Policy from time to time, to ensure that the same is in line with the provisions of applicable law.

In conformity with the requirements of the Act and the Listing Regulations, the weblink of the Policy is https:// www.bharatbiilee.com/media/21035/bbl related-party-transactions-policy.pdf.

The details of transactions with related parties are provided under Note No. 34 of the Financial Statements.

PARTICULARS OF LOANS, GUARANTEE, INVESTMENTS AND SECURITIES:

Particulars of loans given, guarantees provided or investments made by the Company, wherever applicable, during the financial year under review, covered under the provisions of Section 186 of the Act, have been given as a part of the Financial Statements, which forms part of this Annual Report. (Please refer Note No. 5 and 9 to the Financial Statements).

BOARD OF DIRECTORS:Retire by Rotation:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Shome N. Danani (DIN 00217787), Whole-time Director of the Company, being longest in the office, shall retire by rotation at the ensuing 76^th Annual General Meeting (‘AGM’) and being eligible, offers himself for the re-appointment.

Appointment / Cessation of Directors / KMP during the Financial Year 2022-2023:

After the end of the Financial Year under review, Mr. Ravi Chaudhary (DIN 06728841) tendered his resignation, as a Non-Executive Non-Independent Director of the Company, effected from the close of business hours on July 07, 2023. The Board Members place on record their sincere appreciation for Mr. Chaudhary’s contribution and guidance provided during his tenure as a Director

Except as explained hereinabove, there were no changes in Directorship of the Company as well as in Key Managerial Personnel category during the period under review. As on March 31, 2023, your Company had Nine (9) Directors consisting of Five (5) Independent Directors, including one (1) Woman Director, Three (3) Executive Directors and One (1) Non-Executive Director.

Necessary Resolution relating to Director who is seeking re-appointment, as required under Regulation 36 of the Listing Regulations / SS-2, is disclosed as part of the Notice dated July 1 8, 2023, of the ensuing 76^th Annual General Meeting.

Declarations by Independent Directors:

The Company has received the necessary declarations from each of the Independent Directors of the Company under Section 149 of the Act and Regulation 25 of the Listing Regulations, that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations along with Rules framed thereunder.

There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations.

The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs (“IICA”).

Also, all the Independent Directors of the Company have served for more than three (3) years on board of listed entities and hence they are exempt from the requirement to undertake and pass the online proficiency self-assessment test as per the proviso to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the Company has obtained a Certificate from a Company Secretary in Practice dated May 20, 2023, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority.

Further, during the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

KEY MANAGERIAL PERSONNEL:

As on the date of this Boards’ Report, the following personnel have been designated as the Key Managerial Personnel of the Company, in terms of provisions of Section 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

MEETINGS OF THE BOARD:

The Meetings of the Board and its Committees are held at regular intervals to discuss, deliberate and decide on various business policies, strategies, governance, financial matters and other businesses. Additional Meetings of the Board are held, when deemed necessary by the Board. The intervening gap between any two consecutive meetings did not exceed the gap prescribed by the Act and the Listing Regulations.

Agenda of the Meetings and the supporting documents and information are circulated to the Directors through a secure IT platform, to ensure integrity and confidentiality of data.

As required by Secretarial Standards issued by Institute of Company Secretaries of India (ICSI), certain Unpublished Price Sensitive Information (UPSI) such as Unaudited/ Audited Financial Results with Presentation thereon is being circulated to the Board Members at a shorter Notice as per the general consent given by the Board of Directors at the first Board Meeting held at each financial year.

During the Financial Year under review, the information as required under Regulation 17(7) of the Listing Regulations was made available on a quarterly basis to the Board.

Further, all the Board and Committee Meetings, during the Financial Year 2022-2023, were held by Video Conferencing, details of which are appended herein under:

Detailed information on the Board Meetings with regard to dates and attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Board’s Report.

Further, pursuant to the requirements of Schedule IV to the Act and Regulation 25(3) and 25(4) of the Listing Regulations, a separate Meeting of the Independent Directors of the Company was also held on January 23, 2023, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Director and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

AUDIT COMMITTEE:

The composition, powers, role and terms of reference of the Audit Committee are constituted as per the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. As of March 31, 2023, the Audit Committee of the Board of Directors of the Company, which consists entirely of the Independent Directors, comprised of 3 (three) Members namely :

All members of the Committee are financially literate. Mr. Sanjiv Shah, Chairman of the Committee is a Chartered Accountant and has adequate financial and accounting knowledge. The permanent invitees to the Committee Meetings are Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company. It is a practice of the Committee to extend an invitation to the Managing Directors, Whole-time Director and Cost Auditor to attend the Committee Meeting as and when required. Mr. Durgesh N. Nagarkar, Company Secretary, acts as Secretary of the Audit Committee.

The Audit Committee oversees and reviews the functioning of a vigil mechanism (implemented in the Company as a Whistle Blower Policy) and reviews the findings of investigation into cases of material nature and the actions taken in respect thereof.

During the Financial Year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors.

The terms of reference of Audit Committee and other details including number of Meetings held, are provided in the Corporate Governance Report, which forms part of this Board’s Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Company complies with the provisions related to Nomination and Remuneration Committee in terms of Section 178(1) of the Act and Regulation 19 read with Part D(A) of Schedule II of the Listing Regulations. The terms of reference of the Committee and other details including number of Meetings held, are set out in the Corporate Governance Report, which forms a part of this Boards’ Report.

As of March 31, 2023, the Nomination and Remuneration Committee of the Board of Directors of the Company, which consists entirely of the Independent Directors, comprised of 3 (three) Members namely:

The Nomination and Remuneration Committee is entrusted with the responsibility of screening and selection process of new Directors and KMPs. The Committee develop strategies on people agenda, Talent Management Initiatives and criteria for appointment of Independent Directors, Non-Executive Directors and Executive Directors in compliance with the Act and the Listing Regulations.

The Company has no pecuniary relationship or transaction with its Non-Executive and Independent Directors other than payment of sitting fees to them for attending the Board and Committee meetings.

The Company follows a Nomination and Remuneration policy in accordance with the provisions of the Act and the Listing Regulations to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. The said “Nominations and Remuneration Policy” is available on the Company’s website at, https://www.bharatbiilee.com/media/1208/bbl nomination-and-remuneration policy 27052021.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders’ Relationship Committee with an objective to monitor and resolve the grievances of the security holders of the Company. As on March 31, 2023, the Committee comprised of 4 (four) Members namely:

The Committee ensures cordial investor relations and oversees the mechanism for redressal of investors’ grievances. The Committee specifically looks into redressing shareholders’/ investors’ complaints/ grievances pertaining to share transfers/transmissions, non-receipts of annual reports, issuance of duplicate shares, exchange of new share certificates, recording dematerialization/ rematerialization of shares and related matters.

The Committee also reviews the various measures taken for reducing the quantum of unclaimed dividends and ensures timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company. The Committee reviews the measures taken for effective exercise of voting rights by shareholders and adherence to the service standards adopted in respect of various services being rendered by the Registrar & Share Transfer Agent

There are no complaints pending to be resolved at the end of the year under review. The Company has a dedicated e-mail address: investorcare@bharatbiilee.com for shareholders to communicate their grievances. Dividend reconciliation requests were duly acted upon by the Company.

The detailed terms of reference of the Committee and other details including number of Meetings held, has been provided in the Corporate Governance Report.

Shareholders Complaints are redressed through SEBI Complaints Redress System (SCORES).

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

At Bharat Bijlee, we uphold the values of being responsible corporate citizens, recognising our duty to the environment and the community in which we operate. Your Company would like to promote and sustain a culture, where CSR is profoundly integrated with Bharat Biilee’s business

philosophy. We believe that by conducting our business with utmost respect for the environment and the community, we can contribute to a sustainable and inclusive future for all.

The Company has constituted a Corporate Social Responsibility (CSR) Committee in line with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, to review and monitor the CSR policy and the CSR activities undertaken by the Company. The Committee recommends the CSR projects to be undertaken by the Company and also monitors its implementation status.

As on March 31,2023, the Committee comprised of 4 (four) Members namely:

For the Financial Year 2022-2023, Company’s CSR endeavours centered around initiatives identified under ‘Livelihood’ followed by ‘Climate Change’ as the Sectors, which are appended herein below:

1. Antarang Foundation

Antarang Foundation envisions a world where every young person is passionately, productively and positively engaged in a career of their choice. Through two career focused programs, CareerAware and CareeReady, the Foundation works to bridge the Employability gap that exists amongst disadvantaged youth.

Bharat Bijlee & Antarang Foundation -CareerAware: Enabling Aspirational Career

Pathways Programme 2022-23

Young people, facing the possibility of failing 10^th / 12^th standard exams, are at risk of dropping out of school. Once they do so, the only avenues open to them are menial jobs in the unorganised sector.

Antarang Foundation, through the aforementioned CareerAware Programme, emphasised the importance of completing 10^th and 12^th standard, and worked with students to help them understand the careers best suited to their individual talents and preferences. This programme made students examine themselves

carefully and chart a course for the future. Based on these learnings, students are able to make informed, self aware career choices.

Activities Committed during the FY 2022-2023:

- impacted 3251 Grade 9 students through 60 schools of Municipal Corporation of Greater Mumbai;

- 14 sessions of 45 mins each conducted for each student;

- Average attendance for CareerAware sessions was at 87%;

- Sessions for self-awareness, career awareness, and career mapping followed by one on one counselling;

- Parent engagement session to encourage parents to support students’ aspirations.

2. Utthan :

Utthan, which means ‘upliftment’ in Hindi initiated a people’s movement comprising a large number of women and youth, to address their rights to regular, safe drinking water, protecting and accessing common land for their livelihood security, challenging patriarchy, feudal exploitation and caste discrimination at local levels.

Bharat Bijlee & Utthan - Social enterprise development to better lives & livelihoods of marginalized women Programme 2022-23

Utthan committed to creating alternative income streams by training 300 women in the climate-change affected Dahod, Gujarat. As a pilot project, Utthan conducted a progress analysis and established an evidence-based process to determine area needs, forge high-quality partnerships, train their teams, and financially empower 25 selected women entrepreneurs through the setting up of ‘goat enterprises’. The organization exceeded its commitment by setting up enterprises for 50 women.

Activities Committed:

- 300 goat rearers had been selected and underwent basic training organised by NABARD;

- 50 potential entrepreneurs for the goat rearing enterprise out of the total 300 women received financial support for the purchase of 5 goats each;

- The final selection of 12 Pashu Sakhis and 50 potential entrepreneurs was completed with the inputs from The Goat Trust, Lucknow, and they underwent a 5-day orientation and training program focusing on goat management practices

3. Anubhuti Charitable Trust

Anubhuti’s is led by a woman from a nomadic tribe, working primarily with Nomadic & Denotified Tribes (NT-DNT), Adivasi, SC, migrant, and rural and urban poor populations with lenses of gender and social justice. Anubhuti works closely with youth and women living in resource-deprived urban and rural communities in Mumbai.

Bharat Bijlee & Anubhuti Charitable Trust - Career Leadership with Intersectional Marginalized Youth Programme 2022-23

Anubhuti has been able to execute on the activities through participatory methods focused on NT-DNT youth, in a planned and timely manner and have reached 5000 individuals through their training programs and activities.

Activities Committed:

- 10 mobilization and orientation meetings with community leaders;

- 3 community-based trainings with youth, women, stakeholder groups;

- 1 career leadership conference was conducted’

- 7 college-based trainings have been completed with the achievement of involving Industrial Training Institute;

- 2 career leadership fairs have been conducted to reach 200 individuals directly.

4. Sar-La Education Trust (Unit: Lalji Mehrotra Technical Institute)

Mr. Lalji Mehrotra was involved in the Non-cooperation Movement led by Shri Mahatma Gandhi during India’s freedom struggle. Later, together with his wife, Mrs. Saroj, he delved into many philanthropic activities, one among such was the Sar-La Education Trust. The Trust’s focus lies in the area of vocational education, technical education and skill development.

Bharat Bijlee & Sar-La Education Trust’s LMTI

Project 2022-23:

- Offering ITI courses affiliated to NCVT, DGT Government of India;

- Offering State level Vocational courses affiliated to Maharashtra State Board of Skill, Vocational Education & Training, Government of Maharashtra;

- Transforming the lives, by equipping the youth with employable skill, knowledge and attitudes and making them “Industry Ready”.

Activities Committed:ITI Electrician Course

- 7 monthly tests conducted;

- Meeting with parents of students conducted in

February, 2023;

- Lecture by an industry expert and industrial visit conducted.

Diploma in Electrician

- 6 monthly tests conducted;

- Meeting with parents of students conducted in

February, 2023;

- English communication and employability skill classes started from January, 2023;

- Lecture by an industry expert and industrial visit conducted.

The Annual Report on CSR activities that includes details about brief outline on CSR Policy developed and implemented by your Company, Composition of CSR Committee and CSR Initiatives taken during the Financial Year 2022-2023, in accordance with Section 135 of the Act and other details required to be disclosed as per the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, is set out at Annexure I, forming part of this Board’s Report.

RISK MANAGEMENT COMMITTEE:

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board has established a Risk Management Committee in line with the provisions of Regulation 21 read with Part D of Schedule II of the Listing Regulations,

As on March 31, 2023, the Risk Management Committee of the Board comprised of five (5) Members, the details of which are mentioned herein under:

The detailed terms of reference of the Committee and other details including number of Meetings held, has been provided in the Corporate Governance Report.

The “Risk Management Policy” is hosted on Company’s Website at https://www.bharatbiilee.com/media/1206/bbl risk-management-policy 04082021.pdf.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of Section 178(2) the Act, Regulation 17(10) of the Listing Regulations and the Guidance Note issued by SEBI, the Board of Directors of the Company, at its Meeting held on January 23, 2023, through Video Conferencing, evaluated the Annual Performance of Individual Directors, Board as a whole, Independent Directors and all the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Banking Committee on the basis of performance evaluation criteria approved by the Nomination and Remuneration Committee of the Company.

The criteria used for Performance Evaluation of the Independent Directors covers the areas relevant to their functioning as Independent Directors and is based on the expectation that they are performing their duties in a manner which should create and continue to build sustainable value for shareholders and in accordance with the duties and obligations imposed upon them.

Further, In accordance with the provisions of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on January 23, 2023, through Video Conferencing,

where the Independent Directors of the Company assessed the annual performance of Non-Independent Directors, Board and Chairman of the Company, on the basis of performance evaluation criteria approved by the Nomination and Remuneration Committee of the Company.

Responses of the Directors were sought by way of a structured questionnaire covering various aspects of the Board’s and Committee’s functioning such as adequacy, effectiveness, diversity etc of the Board and on the structure, composition of Committees, attendance, participation, fulfillment of the functions etc. The observation / outcome of the evaluation was discussed and presented to the Chairman of the Board at the Meeting held on January 23, 2023.

There were no observations and actions pending to be taken by the Company and the Board was satisfied with all the processes being followed by the Management and is hopeful in continuing the same good governance practices in the Company.

BOARD DIVERSITY POLICY:

The Company has in place a Board Diversity Policy, which is hosted on the website of the Company, https://www. bharatbijlee.com/. The criteria for determining qualification, positive attributes, and independence of Directors are as per the Board Diversity Policy, Listing Regulations, and the Act.

VIGIL MECHANISM POLICY:

The Company has a “Whistle Blower Policy”, in line with the provisions of Section 178(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, for the highest degree of transparency, integrity and accountability.

As a part of the said Policy, appropriate avenues are provided to the Directors and employees of the Company, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, actual or suspected fraud, or violation of the Company’s code of conduct etc.

Details of “Vigil Mechanism Policy” are available on the internal employee portal as well as the website of the Company, i.e., https://www.bharatbiilee.com/media/15062/ bbl whistle-blower-policy.pdf. The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld.

The Policy also provides for direct access to the Chairperson of the Audit Committee. During the financial year under review, no employee has been denied access to the Chairman of the Audit Committee. Also, Whistle blower complaints, if any and their redressal are discussed at the meeting of Audit Committee of the Board. During the financial year under review, no such complaints were received.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE:

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender or hierarchy and expects responsible conduct and behaviour on the part of employees at all levels.

To foster a positive workplace environment, free from harassment of any nature, your Company has institutionalized the ‘Policy for Prevention and Redressal of Sexual Harassment’ in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as “the said Act”) and Rules made there under, through which we address complaints of sexual harassment at the all workplaces of the Company. The said policy has been uploaded on the internal portal of the Company for information of all employees.

As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (‘ICC’) at the Registered Office, Works and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

The ICC has been constituted covering the offices at Mumbai / Navi Mumbai, consisting of the following Members:

Also, each branch of the Company, has its own ICC consisting of officers from Serial no. 1, 3 and 4, as mentioned herein above, along with two more members

employed at the branches, one of them consisting of a woman employed in those respective branches.

Company had conducted a Training Session on “POSH awareness” for 30 Female employees in month of October 2022.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5) of the

Act, the Board of Directors hereby confirms that:

a. i n the preparation of the Annual Financial Statements for the Year ended March 31, 2023, the Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI) have been followed along with proper explanations relating to material departures, if any;

b. such accounting policies have been selected and applied consistently and the Directors have 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 as at March 31,2023 and of the Profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken for 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;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF UNCLAIMED EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) ACCOUNT:

Pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), (including any statutory modification(s) / re-enactment(s) / amendment(s) thereof, for the time being in force), the dividend which remains unclaimed / unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund Authority (‘IEPF’) established by the Central Government. Also, according to the IEPF Rules, the shares in respect of which dividend has not been paid / claimed by the Shareholders for seven (7) consecutive years or more, shall also be transferred to demat account created by the IEPF Authority.

However, the Shareholders are entitled to claim their shares including all the corporate benefits accruing on such shares, if any, from the IEPF Authority by submitting an online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature recorded with the Company along with requisite documents enumerated in the Form IEPF-5, to the Company’s RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the shares, are available on the website of the IEPF, i.e., on www.iepf.gov.in.

Please note, during the year under review, there was no amount or share(s) which was required to be transferred to the Investors Education and Protection Fund as per the provisions of Section 125(2) of the Act, as the Company did not declare a dividend for the F.Y. ended on March 31,2015.

The details of Nodal Officer of the Company, in line with the provisions of IEPF Regulations are available on the Company website and can be accessed through the link : https://www.bharatbiilee.com/companv/investor-relations/ investor-contact/

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Information as required under the provisions of Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) / amendment(s)/ re-enactment thereof, for the time being in force), is set out in Annexure II hereto, which forms part of this Board’s Report.

CORPORATE GOVERNANCE:

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI Listing Regulations. A separate Report on Corporate Governance is annexed as Annexure IV, and forms integral part of this Board’s Report along with the requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Messrs N. L. Bhatia and Associates, Practicing Company Secretaries, Mumbai, Secretarial Auditors of the Company, pertaining to the compliance of conditions of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:

Pursuant to Regulation 34(2)(f) read with Schedule V of the Listing Regulations, a separate Report on Management Discussion and Analysis (‘MDA’) forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINAIBILITY REPORT:

In line with Regulation 34(2)(f) of the Listing Regulations, a Business Responsibility and Sustainability Report (BRSR) forms an integral part of this Boards’ Report, as Annexure VI.

STATUTORY AUDITOR AND THEIR REPORT:

Messrs Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration Number : 117366W/W-100018), Mumbai, on the recommendation of the Audit Committee and as approved by the Board, were appointed as Statutory Auditors of the Company, at the 75^th Annual General Meeting (AGM) of the Company, held on Wednesday, September 28, 2022, for a second (2^nd) term of five (5) consecutive years, commencing from the conclusion of the 75^th AGM till the conclusion of the 80^th AGM of the Company, at such remuneration plus applicable tax and reimbursement of out-of pocket expenses incurred by them during the course of audit, as Board of Directors / Audit Committee may fix in this behalf.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023:

The Auditor’s report given by Messrs Deloitte Haskins & Sells, LLP, Statutory Auditors, on the Financial Statements of the Company, for the year ended March 31, 2023, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

REPORTING OF FRAUDS:

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Act (including amendments), during the financial year under review, to the Audit Committee or the Board of Directors and hence, as such there is nothing to report by the Board under Section 134 (3)(ca) of the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

Pursuant to Clause 9 of the Revised Secretarial Standard - 1 (SS-1), your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the Financial Year under review.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai (Firm Registration No.: P1996MH055800), as its Secretarial Auditor to undertake the secretarial audit of the Company for the financial year 2022-2023.

The Report on Secretarial Audit for the financial year

2022- 2023, in Form MR-3, as Annexure V, forms integral part of this Board’s Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

In terms of Section 204 of the Act, on the recommendation of the Audit Committee, the Board of Directors at its Meeting held on May 26, 2023, appointed Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai, (Firm Registration No.: P1996MH055800), as the Secretarial Auditors of the Company for the Financial Year

2023- 2024. The Company has received their consent for the said appointment.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to the Regulation 24A of the Listing Regulations, read with SEBI Circular No CIR/CFD/CMD1/27/2019, dated February 08, 2019, Messrs N. L. Bhatia & Associates, Practicing Company Secretaries carried out the audit for the financial year 2022-2023, for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

The said Annual Secretarial Compliance Report for the Financial Year 2022-2023, was filed with Stock Exchange(s),

i.e. on BSE Limited and on National Stock Exchange of India Limited, within 60 days from the Financial Year ended March 31, 2023.

COST AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 (including any amendment(s), modification(s), variation or re-enactment thereof for the time being in force), and as per the recommendation of the Audit Committee, the Board of Directors at its Meeting dated May 26, 2023, have appointed Messrs P. M. Nanabhoy & Co., Cost Accountants (Firm Registration No.: 000012), as the Cost Auditors of the Company, for the Financial Year 2023-2024, to audit the cost records of Electric Motors, Power Transformers, Drives and Magnet Technology Machines, at a remuneration as mentioned in the Notice of the 76^th AGM.

A Certificate from Messrs P. M. Nanabhoy & Co., has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and the Rules framed there under.

A resolution seeking Member’s approval for the remuneration payable to Cost Auditors forms part of the Notice convening 76^th AGM of the Company and the same is recommended for approval of Members.

The Cost Audit Report for the Financial Year ended March 31, 2022, issued by Messrs P. M. Nanabhoy & Co., Cost Auditors, in respect of the various products prescribed under Cost Audit Rules does not contain any qualification(s), reservation(s) or adverse remark(s) and the same was filed with the Ministry of Corporate Affairs on August 24, 2022. The Cost Audit Report for the Financial Year ended March 31, 2023 will be filed with the Ministry of Corporate Affairs within stipulated time.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the Financial Year under review, no Corporate Insolvency Resolution Process (CIRP) was Initiated against your Company, under the “Insolvency and Bankruptcy Code, 2016” (IBC) (as amended).

EXTRACT OF ANNUAL RETURN:

Pursuant to amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, wherein, instead of attaching an extract of annual return to the Directors’ Report, the Company can host a copy of Annual Return on the website of the Company and a web link of the same to be given in the Directors’ Report.

Accordingly, a copy of Annual Return for the financial year ended March 31, 2023, is available on the website of the Company at the below link: https://www.bharatbijlee.com/ company/investor-relations/disclosures/annual-return/

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

The particulars as required under the provisions of Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III which forms part of this Board’s Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

Except as disclosed elsewhere in this Board’s Report, no material changes and commitments which could affect the Company’s financial position have occurred since the close of the financial year, i.e., March 31, 2023, till the date of this Board’s Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

For the year under review and till the date of this Board’s Report, there are no significant and / or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in future.

GENERAL:

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

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

2. Issue of Shares (including sweat Equity shares) to employees of the Company under any Scheme save and except ESOS referred to in this Report;

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

APPRECIATION:

Your Directors wish to record their deep appreciation for the co-operation received from the Employees, Customers, Government, Regulatory authorities, Vendors, Banks and last but not least, the Shareholders for their unwavering support, during the Financial Year under review.