Your Directors have pleasure in presenting the 43^rd Annual Report of Bazel International Ltd. (“the Company”)
on the business and operations of the Company together with the Audited Financial Statements and Accounts
for the Financial Year ended 31^st March, 2025.

1. BACKGROUND

The Company is engaged as a (Non-Deposit Accepting), Non-Banking Finance Company (“NBFC”), Holding
Certificate of Registration (COR No. B-14.03332), issued by the Reserve Bank of India (“RBI”) dated 23^rd March,
2016.

KEY BUSINESS. FINANCIAL AND OPERATIONAL HIGHLIGHTS

2. STATE OF COMPANY'S AFFAIR

The company has sustained its commitment to the highest level of quality, best in class service management,
security practices and mature business continuity processes that have collectively helped achieve significant
milestones during the year. With the expected positive momentum in the Indian economy, the Company is
focused on growth and achieving profitability along with a renewed commitment to enhance quality and
customer service and to reduce costs. Innovations, investment and positive modifications are expected in the
near future, boosting the Company's revenues. Together with forward looking strategy, the Company is also
focusing extensively on expanding the business and operational improvements through various strategic
projects for operational excellence and cost cutting initiatives.

3. FINANCIAL SUMMARY

The Audited Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual
Report, have been prepared in accordance with the applicable Indian Accounting Standard (hereinafter referred
to as “Ind AS”) prescribed under Section 133 of the Companies Act, 2013 (“the Act”) and other recognized
accounting practices and policies to the extent applicable. The Company's performance during the financial year
under review as compared to the previous financial year is summarized below:

(Rs in hundred)

The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in
accordance with Indian Accounting Standards (“IND AS”) as notified under Sections 129 and 133 of the Companies
Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act
and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”)

4. OPERATIONAL PERFORMANCE

Standalone Performance

As at the end of the reporting period, Reserve and Surplus the Company was of Rs. 3,25,46,545/-, Other
Comprehensive Income is Rs. 9,04,701/- and Statutory Reserves is of Rs. 75,54,714/-.

The Company has earned profit during the year (i.e. 2024-2025) of Rs. 1,44,54,587/- as on 31st March 2025 as
compared to the profit earned during previous year (i.e. 2023-2024) of Rs. 35,54,720/- as on 31st March 2024

Consolidated Performance

As at the end of the reporting period, Reserve and Surplus the Company was of Rs. (5,40,05,500.55/-), Total
Comprehensive Income is Rs. 27,67,120.26/- and Statutory Reserves is of Rs. 75,54,714/-.

The company has earned profit during the year (i.e. 2024-2025) of Rs. 57,91,139.32/-as on 31st March 2025.

Detailed information on the operations of the Company and details on the state of affairs of the Company is
covered in Management Discussion and Analysis Report.

5. RESERVES AND PROVISIONS

Under section 45-IC of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required
to transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any
dividend. Accordingly, the Company has transferred a sum of Rs. 28,91,000/- /- to its reserve fund during the
year.

6. SHARE CAPITAL

During the year 2024-2025, the Company has its authorized and paid-up capital of the Company.

The Authorized Share Capital of the Company is Rs. 11,50,00,000 (Eleven Crore Fifty Lakhs Only) comprising:

(i) Rs. 8,00,00,000/- (Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakhs) Preference Shares of
Rs. 10/- each and,

(ii) Rs. 3,50,00,000/- (Rupees Three Crores Fifty Lakhs Only) divided into 35,00,000 (Thirty-Five Lakhs) Equity
Shares of Rs. 10/- each.

The Paid-up Capital of the Company is Rs. 9,89,35,360/- (Nine Crores Eighty-Nine Lakhs Thirty Five Thousand
Three Hundred and Sixty only):

(i) Rs. 7,10,75,030/- (Rupees Seven Crores Ten Lakhs Seventy-Five Thousand Thirty only) divided into
71,07,503 (Seventy-One Lakhs Seven Thousand Five Hundred Three) Preference shares of Rs. 10/- each
and

(ii) Rs 2,78,60,330/- (Rupees Two Crores Seventy-Eight Lakhs Sixty Thousand Three Hundred and Thirty Only)
divided into 27,86,033 (Twenty-Seven Lakhs Eighty-Six Thousand and Thirty-Three) Equity Shares of
Rs.10/- each.

During the year under review, the Company had made the following allotments:

(i) 2,18,250 equity shares of Rs. 10 each to BIL Employee Stock Option Trust pursuant to the Employee Stock
Option Plan;

(ii) 6,17,283 equity shares by way of conversion on loan to shares on Preferential Basis to Persons, other than
Promoters i.e Public Category;

(iii) 24,60,928 share warrants on Preferential Basis to Persons, other than Promoters i.e. Public Category.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise, nor have
any sweat equity shares been issued during the year under review.

7. DIVIDEND

The company is planning to expand and thereby would need funds to invest in future projects. With respect to the
expansion of business the Company do not recommend any dividends for the current financial year but the
Directors are hopeful for better results in enduing future.

8. LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Ltd. The Annual listing fees for the year 2024-25
have been duly paid to the Stock Exchange.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

10. DETAILS OF SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES

Following are the subsidiaries/associates of the Company:

S R Industries Limited ("SR”) was incorporated on 19th July 1989 under the provisions of the Companies
Act, 1956. The Company was admitted into Corporate Insolvency Resolution Process (CIRP) on 21st
December 2021.

Bazel International Limited ("the Company” / "Bazel”), along with its associate Promoters, emerged as the
Successful Resolution Applicant pursuant to the order of the Hon'ble National Company Law Tribunal
(NCLT), Chandigarh Bench, dated 1st July 2024, acquiring majority shareholding in SR upon successful
completion of the CIRP.

Following approval of the Resolution Plan, the management and control of SR was transferred to Bazel,
which now oversees its operations and strategic direction. In line with the Resolution Plan, SR allotted
98,56,424 equity shares, representing 50.10% of its paid-up equity share capital, to Bazel International
Limited, thereby establishing Bazel as the holding company of SR.

Subsequently, in November 2024, SR reconstituted its Board of Directors, inducting a new management
team. The Board has since undertaken a comprehensive review of SR's operations, financial health, and
future strategy, aligning it with the long-term objectives of Bazel and its promoters.

SR has submitted an application to the BSE Limited for the listing of its equity shares post-restructuring,
which is currently under consideration and pending regulatory approval.

A separate statement containing the salient features of the subsidiaries in the prescribed form AOC-1 is
attached to this board report as “Annexure-I".

11. BRANCHES OF THE COMPANY

During the period under review, the company doesn't have any branch office.

12. PUBLIC DEPOSIT

As the Company is a Non-Banking Financial Company (Non-Deposit Taking-Non-Systematically Important), the
provisions of Chapter V of the Companies Act, 2013 are not applicable on the Company.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

The particulars of every contract or arrangements entered into by the Company, with related parties referred to
in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under
third proviso thereto are disclosed in Form AOC-2 as “Annexure-H".

14. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS

Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and ICAI guidance
note on adequacy on internal financial controls with reference to financial statements, it is stated that there is
adequate internal control system in the Company.

15. CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business during the financial year under review.

16. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the
Company under Insolvency and Bankruptcy Code, 2016.

17. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from banks and Financial
Institutions.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR

During the year under review the Board of Directors of the Company was duly constituted. None of the Directors
of the Company are disqualified under the provisions of the Companies Act, 2013.

During the year, Mrs. Sriparna Upadhyay was appointed as an Additional Non-Executive Director on 9^th April
2024. Further, her appointment was regularised in the 42^nd Annual General Meeting held in the year 2024-2025.

19. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Your Company does not have material exposure of any commodity or foreign exchange and accordingly, no
hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular
no. SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141 dated 15th November, 2018

20. CONSTITUTION OF BOARD AND KEY MANAGERIAL PERSONNEL AS ON 31^st MARCH. 2025

Pursuant to the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Pankaj
Dawar, Director, who retires by rotation and, being eligible, offers himself for re-appointment.

21. MEETINGS DURING THE FINANCIAL YEAR 2024-2 5

The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. During the
year under review, 11 (Eleven) Board Meetings, 4 (Four) Audit Committee Meetings, 1 (One) Nomination and
Remuneration Committee Meetings, 1(One) Independent Director's Committee Meeting, 1(One) Risk
Management Committee Meeting, 1(One) Stakeholder Relationship Committee Meeting, 1(One) Internal
Complaint Committee Meeting, were convened and held. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 i.e. the maximum interval between any two board meetings

did not exceed 120 days. Also, the meetings were conducted as per the applicable provisions of the Companies
Act, 2013 read with rules made thereunder and as per the Secretarial Standards -1 (SS-1) as framed by the
Institute of Company Secretaries of India (ICSI) in this regard.

Details of Board Meetings held during the year 2024-25

22. DETAILS OF COMPOSITION & MEETINGS OF COMMITTEES OF THE BOARD

(a) Audit Committee

In compliance with the provisions of Section 177 of the Companies Act, 2013, the primary objective of the Audit
Committee is to monitor and provide an effective supervision of the Management's financial reporting process, to
ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial
reporting.

The composition of Audit Committee is over and above the minimum requirement prescribed under the Act, SEBI
Listing Regulations and RBI Regulations, of having a minimum of two-thirds of independent directors, including
the Chairman. All members of the committee are independent directors possessing financial literacy and expertise
in accounting or related financial management related matters.

The constitution of the Audit Committee is as follows:

Ms. Pooja Bhardwaj (Chairman)

Mr. Prithvi Raj Bhatt (Member)

Ms. Sriparna Upadhyay (Member)

No. of Meetings held: During the year, 4 (Four) Audit Committee Meetings were held, the details of which are as
follows:-

The Board has accepted all the recommendations proposed by the Audit Committee during the Financial Year.

(b) Nomination and Remuneration Committee

In compliance with provisions of 178(1) of the Companies Act, 2013, the purpose of the Committee is to screen
and review individuals qualified to serve as executive directors, non-executive directors and independent
directors and to review their remuneration, consistent with criteria approved by the Board, and to recommend,
for approval by the Board. The composition of Nomination and Remuneration Committee of the Company is as
follows:

Mr. Prithvi Raj Bhatt (Chairman)

Ms. Pooja Bhardwaj (Member)

Ms. Sriparna Upadhyay (Member)

No. of Nomination and Remuneration Committee Meetings held: During the year 1 (One) Nomination and
Remuneration Committee Meeting was held, the details of which are as follows:-

(c) Stakeholders Relationship Committee

In compliance with section 178 of the Companies Act, 2013, the Company has Stakeholders Relationship
Committee to consider and resolve the grievances of security holders of the Company.

The Stakeholders Relationship committee comprises of the following Members:

Ms. Pooja Bhardwaj (Chairman)

Mr. Pankaj Dawar (Member)

Ms. Sriparna Upadhyay (Member)

Only 1 Meeting of Stakeholders Relationship Committee was held during the year and all the members of the
committee have attended the same.

(d) Risk Management Committee

The Board of Directors has framed a Risk Management Committee to frame, implement and monitor the risk
management of the Company. The Committee is responsible for reviewing the risk management plan and ensuring
its effectiveness. The risk management committee has additional over sight in the area of financial risk and
controls. Major risks identified by the businesses and functions are systematically addressed through mitigating
actions on continuing basis.

The Risk Management Committee comprises of the following Members:

Mr. Pankaj Dawar (Chairman)

Ms. Pooja Bhardwaj (Member)

Ms. Sriparna Upadhyay (Member)

Only 1 meeting of Risk Management Committee was held during the year and all the members of the committee
have attended the same.

23. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations of independence, as required pursuant to
provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in sub
section (6) and Regulation 25 of Listing Regulations.

24. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company familiarizes the Directors about their role and responsibility at the time of their appointment
through a formal letter of appointment. Presentations are regularly made at the meetings of the Board and its
various Committees on the relevant subjects. The details of programs for familiarization of Independent Directors
can be accessed on the Company website.

25. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company's Independent Directors met on 11th February, 2025, without the attendance of Non-Independent
Directors and shareholders of the management. All Independent Directors were present at the meeting. At the
meeting, they:-

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive
Directors and Non-Executive Directors;

iii. Assessed the quality and timeliness of flow of information between the Company management and the
Board which is necessary for the Board to effectively and reasonably perform their duties.

26. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them,
your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(a) That in the preparation of the annual financial statements for the year ended 31st March, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if
any;

(b) That accounting policies as mentioned in the Notes to the Financial Statements have been selected and
applied consistently and judgement and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the
Company for the year ended on that date;

(c) That the directors had 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 and loss of the Company for that period;

(d) That proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

(e) That the Annual Financial Statements have been prepared on a going concern basis;

(f) That the proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively.

(g) That directors had devised proper system to ensure compliance with the provisions of all applicable laws is
in place and was adequate and operating effectively.

27. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 20, 20, 21, 22, 23,
24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of
Schedule V is mandatory, for the time being, in respect of the following class of companies:

(i) The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding
Rs.25 Crore, as on the last day of the previous financial year;

(ii) The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Company's paid-up share capital and net-worth exceeded the prescribed threshold limits therefore,
Regulations 17, 17A, 18, 20, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2)
of Regulation 46 and para-C, D and E of Schedule V are applicable on the Company.

The Corporate Governance Report of the company has been annexed as "Annexure- III".

28. PERFORMANCE EVALUATION OF THE BOARD

SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 mandates that the Board shall monitor
and review the evaluation framework. The framework includes the evaluation of Director on various parameters
such as:

• Board dynamics and relationship

• Information flows

• Decision-making

• Relationship with Stakeholders

• Company performance and strategy

• T racking Board and Committees' effectiveness

• Peer evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit
Committee, Nomination & Remuneration Committee, Share Transfer Committee and Finance and Investment
Committee.

In respect of the above-mentioned Evaluation framework, a structured questionnaire was prepared after taking
into consideration of the various aspects of the Board & its committees, execution and performance of specific
roles, duties, obligations and governance.

The performance evaluation of Committees, Executive Directors, Non-Executive Directors and Independent
Directors was completed.

The Performance evaluation of the Chairman, Non-Executive Directors & Board as a whole was carried out by the
Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process carried
out their own performance evaluation too known as “Self-Assessment”.

Further as per Schedule IV of the Act and provisions of SEBI Listing Regulations, the performance evaluation of
Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated, on
the basis of performance and fulfilment of criteria of independence and their independence from management.
On the basis of the report of the performance evaluation, it shall be determined whether to extend or continue the
term of appointment of Independent Director.

29. REMUNERATION POLICY

The Board, on the recommendation of the NRC, has framed a Remuneration Policy. The policy, inter-alia, provides:

a) the criteria for determining qualifications, positive attributes and independence of directors; and

b) a policy on remuneration of directors, key managerial personnel and other employees.

The remuneration policy is placed on the Company's website and can be accessed at
https://www.bazelinternationalltd.com/policies

The policy is directed towards a compensation philosophy and structure that will reward and retain talent and
provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.

30. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars.

31. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies
(Management and Administration) Rules, 2014, A copy of the annual return as required under section 92(3) of
the Act in the prescribed form is hosted on the Company's website and can be accessed at i.e-
https://www.bazelinternationalltd.com/annual-returns.

32. INTERNAL AUDITORS

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules,
2014, the Company has appointed an Internal Auditor of the Company to conduct the internal Audit of the
Company for the financial year 2024-25. The Company is also having an Internal Audit Department to test the
adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest
improvement in the systems.

33. REPORTING OF FRAUD BY AUDITOR

In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 of Companies Act, 2013, there
have been no frauds reported by the Auditors under sub section (12) of section 143 other than which are
reportable to Central Government.

34. CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THE
YEAR

There have been no material changes and 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 statements relate and
till the date of this annual report.

35. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT. 2013

The Company, being an NBFC registered with the RBI and engaged in the business of investments as its ordinary
course of business, is exempt from complying with the provisions of section 186 of the Act with respect to
investments. Accordingly, the disclosures of the investments as required under the aforesaid section have not
been made in this Report. During the year under review, the Company did not give loans or guarantee to any
person including its Directors.

36. ORDERS PASSED BY THE REGULATORS OR COURTS. IF ANY

During the Financial year 2024-25, no significant and material orders were passed by the Regulators, Courts or
Tribunals impacting the going concern status and Company's Operation in future.

37. DISCLOSURES UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES. 2014

The Details of the top ten employees of the Company in terms of remuneration drawn are attached to this Board's
Report as “Annexure-lV".

Further, no other Director / employee of the Company, was in receipt of amount exceeding a salary of Rs.
8,50,000/- per month or more if employed for a part of the financial year and Rs. 1,02,00,000/- per annum or
more if employed throughout the year, or if employed throughout the financial year or part thereof, was in receipt
of remuneration in that year which, in the aggregate, or at a rate which, in the aggregate, is in excess of that drawn
by the managing director or whole-time director or manager and holds by himself or along with his spouse and
dependent children, not less than two percent of the equity shares of the company. under the provision of Rule 5
(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended
from time to time.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to the members
of the Company excluding the particulars of employees referred to above. The said information is available for
inspection by the members at the Registered Office of the Company during business hours on working days, up to
the date of the ensuing Annual General Meeting, and will also be made available to any shareholder on request.

38. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic
culture to nature this asset. The company has kept a sharp focus on Employee Engagement. The Company's
Human Resources is commensurate with the size, nature and operation of the Company.

39. EMPLOYEE STOCK OPTION PLAN

To reward employees for their contribution to your Company and to provide an incentive for their continuous
contribution to the organization's success, the Company has instituted an employee stock option scheme, namely,
'BIL Employee Stock Option plan 2022' ('ESOP 2022/ Plan'). ESOP 2022 envisages the grant of such number of
options (together with exercised options) enabling the eligible employee stock option holders the right to apply
for equity shares of the Company

During the year under review, the Company had not granted any options to employees of the Company under the
Employee Stock Option Plan - 2022.

Disclosures with respect to stock options, as required under Regulation 14 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“the Regulations”), are available on the Company's website at
https://www.bazelinternationalltd.com/

Ms. Meenu Gupta, Secretarial Auditor of the Company, has provided certification confirming that the
implementation of Employee Stock Option Plan is in accordance with the Regulations and the resolutions
approved by the members regarding the plan and the same is available at

https://www.bazelinternationalltd.com/sec. It is also available for public inspection at the registered office of the
Company until the commencement of 43^rd AGM.

40. PARTICULARS OF EMPLOYEES

In Compliance with disclosures required under section 197 of the Companies Act, 2013 and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) relating to the
remuneration and other details are as follows:

(i) The Company has not paid any remuneration to its Director during the year Details of the ratio of the
remuneration of each Director to the median employee's remuneration and other details in terms of Section
197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and amendments thereof are provided below:

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year-

1. 45% increase in salary of Chief Financial Officer.

2. No increase in salary of Company Secretary.

3. In given financial year 2024-25 no remuneration was given to Managing Director of the company.

(iii) Percentage increase in median remuneration of employees being recorded in the financial year 2024-25 has
been increased by Rs. 10000/- as compared to previous year.

(iv) As on 31st March, 2025, total no. of permanent employees on the payrole of the Company: 6

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration- There is 3.5% percentile increase in the managerial remuneration vis a vis increase in the
salaries of employees other than the managerial personnel and the same is based on performance basis and
no other exceptional circumstance.

(vi) The Company affirms that remuneration given to employees is as per the remuneration policy of the Company.

41. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s.
Krishan Rakesh & Co., Chartered Accountants, (FRN: 009088N) were appointed as Statutory Auditors of your
Company in the Annual General Meeting held on 30th September,2021 for a term of five years beginning 1st
April, 2021 to 31st March, 2026.

The Statutory Auditors have confirmed that they are not disqualified from being re-appointed as the Statutory
Auditor of the Company.

42. STATUTORY AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made in the Statutory Auditors' Report. The
observation made by the Auditors are self-explanatory and do not require any further clarifications under Section

134(3)(f).

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year
under review.

43. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Meenu G. & Associates,
Practicing Company Secretary to undertake the Secretarial Audit of the company for the Financial Year 2024-25.

Further, the Board has consented for the appointment of M/s. Meenu G. & Associates, Practicing Company
Secretary to undertake the Secretarial Audit of the company for the Financial Year 2025-26 and onwards for a
period of 5 years up till for the financial year 2029-2030 subject to the approval of shareholders in the ensuing
Annual General Meeting.

44. SECRETARIAL AUDITORS' REPORT

The report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report as "Annexure-V".
It does not contain any qualification, reservation, adverse remark or disclaimer made by secretarial auditor.

Pursuant to Regulation 24A (2) of the SEBI Listing Regulations, a report on secretarial compliance has been issued
by M/s. Meenu G. & Associates for the financial year ended 31^st March 2025 and the same is being submitted to
stock exchanges. There are no observations, reservations or qualifications in the said report. The report will be
made available on the website of the Company at https://www.bazelinternationalltd.com/sec Since, the auditors
i.e. Joint statutory auditors and secretarial auditor have not reported any matter under section 143 (12) of the Act,
no detail is required to be disclosed under section 134(3) ca of the Act.

45. CERTIFICATE PURSUANT TO SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE
BENEFITS AND SWEAT EQUITY) REGULATIONS. 2021

Pursuant to Regulation 13 of Securities And Exchange Board Of India (Share Based Employee Benefits And Sweat
Equity) Regulations, 2021 In the case of every company which has passed a resolution for the scheme(s)under
these regulations, the Board of Directors shall at each annual general meeting place before the shareholders a
certificate from the secretarial auditors of the company that the scheme(s) has been implemented in accordance
with these regulations and in accordance with the resolution of the company in the general meeting. The Company
has obtained this certificate and will be placed before the Shareholders at the ensuing date of 43 rd Annual General
Meeting (AGM).

46. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain
policies for all listed companies. All the policies are available on the website of the Company.

The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance.

KEY GOVERNANCE POLICIES AND CODES ADOPTED BY THE BOARD

47. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT. 2013

The Company has zero tolerance for sexual harassment at workplace and takes suitable measures for prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for
prevention and redressal of complaints of sexual harassment at workplace. All employees are treated with dignity
with a view to maintain a work environment free of sexual harassment.

The Company is committed to promoting a work environment that ensures every employee is treated with
dignity, respect and provided equitable treatment regardless of gender, race, social class, disability, or economic
status. We prioritise providing a safe and conducive work environment for our employees and associates.

During the financial year under review, there were no complaints reported under the Prevention of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Pursuant to MCA
Notification dated 30^th May 2025, additional information is given as follows-

a) Number of complaints of sexual harassment received in the year- Nil

b) Number of Complaints disposed off during the year- Nil

c) Number of cases pending for more than Ninety Days- Nil

As required under the Sexual Harassment of women at Workplace (Prohibition, Prevention and Redressal) Act,
2013, the Company has policy on prevention of Sexual harassment of women at workplace and matters connected
therewith.

48. MAINTAINANCE OF COST RECORD AND COST AUDIT

The maintenance of cost records and the requirement of cost audit, as prescribed under Section 148(1) of the
Act are not applicable to the business activities carried out by the Company.

49. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not
applicable as the Company is not covered under the criteria mentioned in Section 135(1) of the Companies Act,
2013.

50. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March, 2025
and is attached as "Annexure-VI” of this Annual Report for the reference of the stakeholder.

51. INTERNAL CONTROL SYSTEM

The Company's internal control system is designed to ensure operational efficiency, protection and conservation
of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The
internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the
Company's internal controls, including its systems and processes and compliance with regulations and
procedures.

The internal auditors periodically bring to the attention of the Audit Committee any deficiencies and weaknesses
in the internal control systems, if any. The Audit Committee reviews and monitors the remedial actions to ensure
its overall adequacy and effectiveness.

The Company's Internal Control System is adequate and commensurate with the nature and size of the Company
and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

52. RISK MANAGEMENT

Managing risk is fundamental to any business in general and in particular to financial services industry. Key risks
exposure of the company includes market risk, credit risk, governance risk, reputation risk and compliance risk.
The Risk Management Committee of the Board, assists the Board in monitoring various risks, review and analysis
of risk exposures and mitigation plans related to the Company and its group companies.

A Risk Management Policy has been adopted by the Board of Directors which, inter alia, sets out risk strategy,
approach and mitigation plans for the identified risks.

53. MASTER DIRECTION - RESERVE BANK OF INDIA (NON-BANKING FINANCIAL COMPANY - SCALE BASED
REGULATION) DIRECTIONS, 2023

RBI vide its circular dated 19 October 2023, has introduced Reserve Bank of India (Non-Banking Financial
Company- Scale Based Regulation) Directions, 2023 (the 'Master Directions') which now supersedes the existing
NBFC-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank)
Directions, 2016.

As per the Master Directions, regulatory structure for NBFCs shall comprise of four layers based on their size,
activity, and perceived riskiness. NBFCs in the lowest layer shall be known as NBFC - Base Layer (NBFC-BL).
NBFCs in middle layer and upper layer shall be known as NBFC - Middle Layer (NBFC-ML) and NBFC - Upper
Layer (NBFC-UL), respectively. RBI may, based on the size of an NBFC, classify some of them as NBFC Top Layer.

In accordance with the Master Directions, NBFCs not availing public funds and not having any customer interface
are classified as a Base Layer of the regulatory structure. Considering the nature of business, the Company is
categorized under the Base Layer.

The Company is in compliance with the Governance Guidelines as specified under Master Direction - Reserve Bank
of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023.

54. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013,
read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, the
details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) CONSERVATION OF ENERGY

The operations of the Company are not energy intensive. However, the Management is aware of the energy
crises prevailing in the country and utilizes its energy sources in the best possible manner.

(b) TECHNOLOGY ABSORPTION

The Company, primarily being an investment company and not involved in any industrial or manufacturing
activities, Company upgrades the technology used by it as and when the need arises.

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO

(i) The total foreign exchange earned in terms of actual inflows during the financial year - Nil

(ii) Total foreign exchange in terms of actual outgo during the financial year - Nil

55. COMPLIANCE OF MATERNITY BENEFIT ACT 1961

In accordance with the requirements of Section 134 of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Amendment Rules, 2025,
and pursuant to the Maternity Benefit (Amendment) Act, 2017 and the Ministry of Corporate Affairs
General Circular No. MCA/2025/Compliance/MB dated April 15, 2025, the Board of Directors of Bazel
International Limited hereby confirms that:

The Company has fully complied with all applicable provisions relating to maternity benefits, including the
grant of paid maternity leave to eligible women employees, provision of creche facilities at the workplace
or within the prescribed radius, facilitation of work-from-home options wherever applicable, and
dissemination of information regarding maternity entitlements through written and electronic modes, in
accordance with the statutory requirements.

The Company also ensures that no discrimination is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and
letter of the legislation.

56. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016 (including amendments and modifications, thereof), no unpaid/unclaimed dividends
were transferred during the year under review to the Investor Education and Protection Fund.

57. GENDERWISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the
gender composition of its workforce as on the March 31, 2025.

Male Employees: 04 (Four)

Female Employees: 02(Two)

Transgender Employees: 00(Zero)

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

58. Downstream Investment

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream
Investment in any other Company in India.

59. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors places its gratitude and appreciation for the support and cooperation from its
members, the RBI, other regulators and banks.

The Board of Directors also places on record its sincere appreciation for the commitment and hard work put
in by the Management and the employees of the Company, its subsidiaries and associates and thank them for
yet another excellent year of performance.

By the order of the Board

For Bazel International Limited

Pankaj Dawar PrithviRaj Bhatt

(Managing Director) (Director)

DIN:06479649 DIN: 08192235

Date: 21.06.2025
Place: New Delhi