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BELRISE INDUSTRIES LTD.

12 November 2025 | 12:00

Industry >> Auto Parts & Accessories

Select Another Company

ISIN No INE894V01022 BSE Code / NSE Code 544405 / BELRISE Book Value (Rs.) 30.42 Face Value 5.00
Bookclosure 22/08/2025 52Week High 165 EPS 3.99 P/E 38.70
Market Cap. 13753.97 Cr. 52Week Low 89 P/BV / Div Yield (%) 5.08 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors take great pleasure in presenting their Twenty Ninth (29th) ANNUAL REPORT together with the
Audited Standalone and Consolidated financial statements of your Company for the year ended 31st March, 2025.

1. FINANCIAL SUMMARY:

The Financial Results of the Company for FY 2024-25 are summarized as under:

2. STATE OF COMPANY AFFAIRS, OPERATIONS
AND FUTURE OUTLOOK:

During the year under consideration, your
Company has achieved revenue from
manufacturing operation of INR 65,938 millions
as compared to the revenue from operation of
INR 60,326 millions of previous year. Thereby
registering an increase of revenue by more than
9.30%.

The Company earned Profit after Tax of INR 3,319
millions for the financial period under review, as
against the Profit after Tax of INR 2,805 millions

compared with the profitability of previous
year registering an overall increase of 18.33%
which is quite significant from shareholders
wealth creation. Your Company management is
confident of demonstrating stable growth in the
coming years.

The Management is very delighted to inform
that, the Company earned very good orders and
various new projects are in pipeline, which will
definitely boost the performance of the Company
in near future. The Company is also setting up and
revamping facilities in Chennai and Rajasthan.

(Amt. in Millions)

Particulars

Standalone

Consolidated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue from operations

65,938.07

60,325.47

82,908.16

74,841.00

Other Income

647.76

741.87

616.31

714.33

Total Income

66,585.83

61,067.34

83,524.48

75,555.32

Profit before Finance Cost, Depreciation & Tax

9,799.87

9,176.46

10,827.71

9,998.75

Less: Finance Cost

2,281.27

2,271.21

3,074.39

2,902.42

Less: Depreciation & Amortization Exp.

3,292.51

3,207.34

3,297.56

3,213.94

Profit/(Loss) Before Tax & Exceptional Items

4,226.09

3,697.91

4,455.76

3,882.39

less: Exceptional Item

0.00

122.60

0.00

122.60

Profit/(Loss) Before Tax

4,226.09

3,575.31

4,455.76

3,759.79

Less: Tax Expenses

Current Tax

927.30

776.00

927.30

776.00

Deferred Tax

(78.58)

(173.27)

(78.58)

(173.27)

Excess/(Short)provision Income Tax

52.60

18.96

52.60

18.96

Net Profit/ (Loss) after Tax

3,324.76

2,953.63

3,554.43

3,138.10

Add: Other Comprehensive Income

(5.96)

(149.04)

(5.96)

(149.04)

Net profit after Tax

3,318.79

2,804.59

3,548.47

2,989.07

Balance carried forward to Balance Sheet

3,318.79

2,804.59

3,548.47

2,989.07

Earnings Per Share (EPS) Basic/Diluted (INR)

5.11

4.54

5.46

4.82

Considering the growth in government initiatives
and encouragement in implementation of
environment supportive policies in electronic
vehicle business, the Company is exploring new
business ideas in EV business, identifying the
favorable conditions for the growth it surly be a
game changer in coming days.

Your Directors are pleased to inform you that in
the beginning of FY 2025-26, the Company raised
21500 millions in Initial Public Offering (
“IPO”),
as per the object of the offer 75% of the IPO
proceeds was used for payment, pre payment of
certain debts of the Company and whereas 25%
was retained for General and Corporate Purposes
(
“GCP”) and the equity shares of the Company
listed on NSE and BSE (the
“Exchanges”) on 28th
May, 2025.

3. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there is no change
in the nature of business of the Company.

4. DIVIDEND:

The Board of Directors of the Company,
considering the Company's future project and
business expansions, has decided to recommend
final dividend of 11 %, which is INR 0.55 per share
for FY 2024-25 subject to approval of the Members
in ensuing Annual General Meeting.

The Board of Directors of the Company has
approved and adopted Policy on Distribution of
Dividend in compliance of with Regulation 43A
of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (
“Listing Regulations”). The
Policy on Distribution of Dividend sets out the
parameters and circumstances that will be taken
into account by the Board in determining whether
or not to distribute dividend to its shareholders,
the quantum of profits and/ or retained profits
earned by the Company to be distributed as
dividend. The Policy is available on the website
of the Company at
https://belriseindustries.
com/assets/site/docs/BIL Policv%20for%20
Dividend%20Distribution.pdf

5. CHANGES IN CAPITAL OF THE COMPANY:

During the period under consideration there were no changes in the Capital structure of the Company.
At the financial year ended 31st March, 2025, the capital structure of the Company stood as under:

6. TRANSFER TO RESERVES:-

In view of the further growth plan and planned
investments of the Company, Your Directors
have decided to transfer INR 3,318.79 million of
Profit after Tax of the year under review for future
expansion and propose to transfer to the General
Reserves of the Company.

7. ISSUANCE /REDEMPTION OF NON¬
REDEEMABLE DEBENTURES (NCDS):-

During the period under review, the Company
has issued and allotted 22,000 unlisted, unrated,
secured, non-convertible debenture having a
face value of INR 100,000/- (Indian Rupees One
Hundred Thousand only) each of the
aggregate value up to INR 2,200,000,000/-
(Indian Rupee Two Billion Two Hundred
Million only) on dated 24th March, 2025 to

Authorized Share Capital

Amounts (in millions)

90,00,00,000 Equity shares of INR 5/- each

4,500.00

Issued Share Capital:

650,990,304 Equity shares of INR 5/- each

3,254.95

Subscribed Share Capital:

650,990,304 Equity shares of INR 5/- each

3,254.95

Paid-up Share Capital:

650,990,304 Equity shares of INR 5/- each

3,254.95

The Hong Kong and Shanghai Banking Corporation Limited, Gift City Branch, on private placement basis in
accordance with the terms and conditions as set out in the private placement offer cum application letter in
form PAS 4 dated 24th March, 2025 (
“PPOAL”). The Company has paid interest up to 24th June, 2025.

Security Details
(ISIN)

Security

Description

Due date of payment of
interest and principle

Date of actual
payment of interest

Interest paid
up to

INE894V07060

Unlisted NCDs

24th March, 2027

24th June, 2025

24th June, 2025

Redemption of outstanding NCDs:

The Company has made timely payment of interest and repayment of principle in respect of the Rated,
Listed, Secured, Redeemable Non-Convertible Debentures (
“NCDs”), which was due on 29th August, 2024
and 23rd December, 2024 respectively and same has been redeemed as under:

Security Details
(ISIN)

Security

Description

Due date of payment
of interest and
principle

Date of actual
payment of interest
and principle

Interest paid up to

INE894V07045
Scrip: 973411

Tranche 3 NCDs

29th August, 2024

29th August, 2024

29th August, 2024

INE894V07052
Scrip: 973678

Tranche 4 NCDs

23rd December, 2024

23rd December, 2024

23rd December, 2024

During the period under review, the Company has fully redeemed tranche 3 and tranche 4 NCDs as per
redemption date and accordingly the Company has been unlisted debt Company.

8. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

During the period under review the Company
has signed Share Purchase Agreement (
“SPA”)
dated 03rd March, 2025 with H-One India Private
Limited and H-One Company Limited, Japan for
acquisition of 99.99% of the paid-up share capital
of H-One India Private Limited.

Further, the Company has signed an amended
and a restated Share Purchase Agreement
(
“SPA”) dated 27th March, 2025 with H-One India
Private Limited and H-One Company Limited,
Japan for acquisition of H-One India Private
Limited to be acquired in two tranches.

The Company has successfully concluded
acquisition of 23,52,26,155 number of equity
shares of H One India Private Limited of face value
of INR 10 each amounting to 93.37% of the equity
capital as on 28th March, 2025 and same stands at
31st March, 2025. Accordingly, H-One India Private
Limited has been a subsidiary Company of the
Company w.e.f. 28th March, 2025.

Further, the Company has acquired the
balance 1,66,91,010 equity shares representing

6.63% percent acquired on 30th June, 2025 and
consequently H-One India Private Limited has
become wholly owned subsidiary on 30th June,
2025.

Further, the Board of Directors of the Company
and H One India Private Limited has given in
principal approval for the amalgamation of H
One India Private Limited with the Company.

9. DIRECTORS/KEY MANAGERIAL PERSONNEL:

a. Reappointment of Mr. Dilip Bindumadhav
Huddar as Non-Executive Independent
Director of the Company:

Mr. Dilip Bindumadhav Huddar (DIN:
07608615) was appointed as Director (Non¬
Executive Independent) of the Company
w.e.f. 22nd June, 2019 (original appointment
date), who's term of 5 years was completed,
and based on the recommendation of the
Nomination and Remuneration Committee
of the Company in their meeting held on 14th
Augus, 2024 proposed reappointment of Mr.
Dilip Bindumadhav Huddar (DIN: 07608615)
as Non-Executive Independent Director for
second term of five consecutive years w.e.f.
30th September, 2024 which was approved

During the year, the Composition of the Board of Directors is as under:

Sr. No

Name of Director

Designation in the Board

1

Mr. Shrikant Shankar Badve

Managing Director

2

Mrs. Supriya Shrikant Badve

Whole Time Director

3

Mr. Ashok Vishnu Tagare

Non-executive Non Independent Director

4

Mr. Anant Ramkrishna Sathe

Non-executive Independent Director
(Cession w.e.f. 25th January, 2025)

5

Mr. Dilip Bindumadhav Huddar

Non-executive Independent Director

7

Dr. Girish Kumar Ahuja

Non-executive Non Independent Director

8

Dr. Milind Prahlad Kamble

Non-executive Independent Director

9

Mrs. Sangeeta Singh

Non-executive Independent Director
(Appointed w.e.f. 07th October, 2024)

by the members in their 28th Annual General
Meeting held on 30th September, 2024 until
29th September, 2029.

b. Appointment of Non-Executive Independent
Director:

The Board of Directors of the Company
has appointed Mrs. Sangeeta Singh (DIN
10593952) as Additional Non-Executive
Independent Director of the Company
in their meeting held on 07th October,
2024 based on the recommendation of
Nomination and Remuneration committee
of the board of directors of the Company in
their meeting held on 07th October, 2024.

Further, the members of the Company
has regularized her appointment in their
Extra Ordinary General Meeting held on 18th
November, 2024.

c. Cessation of term of Non-Executive
Independent Director:

Mr. Anant Ramkrishna Sathe (DIN:00154924)
Non-Executive Independent Director
of the Company has completed his two
consecutive terms as independent Director
of the Company on 25th January, 2025.

The Board acknowledges the contribution,
services and efforts rendered and guidance
provided by Mr. Anant Ramkrishna Sathe
during his tenure as a non-executive
Independent Director of the Company

10. A STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS:

The Company has received declarations, under
section 149(7) of the Companies Act 2013, from its
Independent Directors that he/they meets/meet
the criteria of Independence laid down in Section
149(6) of the Act.

In the opinion of the Board, the Independent
Directors possess requisite expertise, integrity and
experience (including proficiency as applicable)
as an Independent Director of the Company.

11. BOARD OF DIRECTORS:

In terms of Section 149 of the Companies Act,
2013, the Board of the Company had a proper mix
of Executive, Non-executive and Independent
Director with right mix of expertise, experience
from the diverse areas.

Meetings of the Board of Directors:

During the year under review, the Board met Nine (09) times during the financial year, the details of which are
given in the "Corporate Governance Report
Annexure V” and forms part of this Annual Report. The intervening
gap between any two meetings were within the period prescribed under the Companies Act, 2013.

Confirmation on Integrity, Expertise and Experience of Independent Directors

Your Board of Directors hereby confirm that in their opinion, the Independent Directors of the Company possess
the requisite integrity, expertise and experience (including proficiency) required to effectively discharge their
duties as Independent Directors of the Company.

Further, pursuant to the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8(5)(iiia) of the
Companies (Accounts) Rules, 2014, During the year under review, the Board appointed Ms. Sangeeta Singh
as a Non-Executive Independent Director of the Company. The Board further confirms that in its opinion, the
integrity, expertise and experience (including proficiency) of Ms. Sangeeta Singh is commensurate with the
role and responsibilities of an Independent Director.

12. AUDIT COMMITTEE:

The Company has a duly constituted and reconstituted Audit Committee. The composition of the Audit
Committee of the Board pursuant to Section 177(2) of the Companies Act, 2013 and Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014 is given as under:

Sr. No

Name of Member

Designation in
Committee

Designation in Board

1.

Dr. Girish Kumar Ahuja

Chairman

Non-Executive Independent Director
w.e.f 13th February, 2025

2.

Mr. Dilip Bindumadhav Huddar

Member

Non-Executive Independent Director

3.

Mr. Ashok Vishnu Tagare

Member

Non-Executive Non -Independent
Director

4.

Mr. Anant Ramkrishna Sathe

Chairman

Non-Executive Independent Director up
to 25th January, 20251

*Cessation on completion of two terms of five years each.

Meetings of Audit Committee:

During the year under review, the Members of the Audit Committee of the Board of Directors met six (06)
times during the reporting Financial Year given in the "Corporate Governance Report
Annexure V” and forms
part of this Annual Report.

13. NOMINATION AND REMUNERATION COMMITTEE:

The Company has a duly constituted and reconstituted Nomination and Remuneration Committee
comprising proper mix of Non-executive and Independent Directors. The composition of the Nomination
and Remuneration Committee of the Company for FY 2024-25 is as under:

Sr. No

Name of Member

Designation in
Committee

Designation in Board

1

Mr. Dilip Bindumadhav Huddar

Chairman

Non-executive Independent Director

2

Dr. Milind Pralhad Kamble

Member

Non-executive Independent Director
w.e.f. 13th February, 2025

3

Mr. Ashok Vishnu Tagare

Member

Non-executive Non Independent Director

2

Mr. Anant Ramkrishna Sathe

Member

Non-executive Independent Director up
to 25th January, 20251

was subsequently adopted by it and is being implemented by the Company. The content of CSR Policy of
the Company is placed on Company's website at
https://belriseindustries.com/investor-relation#corporate-
governance
.

The composition of the CSR committee of the Board is as under:

Meetings of Corporate Social Responsibility
Committee:

During the year under review, the Members of
Corporate Social Responsibility Committee of
Board of Directors has met 3 times during the
reporting Financial Year the details is given in the
"Corporate Governance Report” and forms part of
this Annual Report.

During the year, the Company had from time
to time identified suitable schemes/projects/
programs in accordance with the CSR Policy and
the details of such CSR programs and amount
spent thereon is placed on Company's website
at
https://belriseindustries.com/assets/site/docs/

BII__Corporate%20Social%20Responsibility%20

Policv.pdf.

The Company has spent an amount of INR 62.02
millions out of the total post set off CSR obligation
of INR 61.86 millions for FY 2024-25. The total
excess CSR spent during the years was INR 0.16
millions. The Annual Report on CSR Activities for
FY 2024-25 is annexed as
Annexure - II to this
Report.

15. BANKING AND FINANCE COMMITTEE:

To ease out the Banking and finance related
working of the Company, the Board of Directors
of the Company have a "Banking and Finance
Committee”. The Committee looks into the day
to day issues related to Banking and Financial
matters including but not limited to acceptance
of the sanction letters, authorization to purchase
any property, change in operations in the various
bank accounts, investments, etc.

Sr. No

Name of Member

Designation in
Committee

Designation in Board

1

Mrs. Supriya Shrikant Badve

Chairperson

Whole-Time Director

2

Dr. Milind Pralhad Kamble

Member

Non-Executive Independent Director w.e.f.
13th February,2025

3

Mr. Ashok Vishnu Tagare

Member

Non-Executive Non-Independent Director

2

Mr. Anant Ramkrishna Sathe

Member

Non-Executive Independent Director until
25th January, 2025*

The Composition of the Banking and Finance Committee is given as under

Sr. No

Name of Member

Designation in
Committee

Designation in Board

1

Mr. Ashok Vishnu Tagare

Chairman

Non-executive Non Independent Director

2

Mr. Shrikant Shankar Badve

Member

Managing Director

3

Mrs. Supriya Shrikant Badve

Member

Executive Director

Meetings of Banking and Finance Committee:

During the year under review, the Members of Banking and Finance Committee of Board of Directors met 13
times during the reporting Financial Year the details is given in the "Corporate Governance Report” and forms
part of this Annual Report.

16. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted the Stakeholders Relationship Committee on dated 09th November, 2023 for
better Corporate Governance and also in compliance ofwith and Regulation 20 and other applicable provisions,
if any of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, each as amended (
“SEBI Listing Regulations”).

The Composition of the Stakeholders Relationship Committee was as under:

Sr. No

Name of Member

Designation in
Committee

Designation in Board

1

Mr. Ashok Vishnu Tagare

Chairman

Non-executive Non-Independent Director

2

Mr. Dilip Bindumadhav Huddar

Member

Non-executive Independent Director

3

Dr. Milind Pralhad Kamble

Member

Non-executive Independent Director

4

Mr. Anant Ramkrishna Sathe

Member

Non-executive Independent Director
until 25th January, 2025*

Meetings of Stakeholders Committee:

During the year under review, the Members of Stakeholders Committee of Board of Directors met one time
(01) during the reporting Financial Year and the details are given in the "Corporate Governance Report” and
forms part of this Annual Report.

17. FUNDRAISING COMMITTEE:

The Company has constituted the Fund Raising Committee on dated 09th November, 2023 inter alia but not
limited to analyze different modes of fresh issuance of the equity shares (the
“Equity Shares”) and other
funds by debt, Private Equity, Venture capital etc., either in India or in the course of international offering(s)
in one or more foreign markets. Further, the Board of Directors of the Company in their meeting held on 16th
November, 2025 has dissolved the Fund Raising Committee.

The Composition of the Fund Raising Committee was as under:

Sr. No

Name of Member

Designation in
Committee

Designation in Board

1

Mr. Shrikant Shankar Badve

Chairperson

Managing Director

2

Mrs. Supriya Shrikant Badve

Member

Executive Director

3

Mr. Swastid Shrikant Badve

Member

Senior Management Personnel

4

Mr. Arun Kumar Mallik

Member

Vice President Finance

5

Mr. Rahul Shashikant Ganu

Member

Chief Financial Officer

Meetings of Fund Raising Committee:

During the year under review, there was no meeting of the fund raising committee.

18. IPO COMMITTEE:

The Board of Directors of the Company has constituted the IPO Committee in its meeting held on 16th
November, 2024 to oversee the IPO activities of the Company. Post IPO and listing of the equity shares of the
Company, the Board of Directors of the Company in their meeting held on 2nd June, 2025 has dissolved the
IPO Committee.

Sr. No

Name of Member

Designation in
Committee

Designation in Board

1

Mr. Shrikant Shankar Badve

Chairperson

Managing Director

2

Mrs. Supriya Shrikant Badve

Member

Executive Director

3

Mr. Rahul Shashikant Ganu

Member

Chief Financial Officer

4

Mr. Swastid Shrikant Badve

Member

Senior Management Personnel

Meetings of IPO Committee:

During the year under review, there was no meeting of the IPO Committee.

19. RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company has constituted and reconstituted Risk Management Committee
for better Corporate Governance in its meeting held on in their meeting held on 16th November, 2024and in
compliance of with the Regulation 21 and other applicable provisions, if any of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (
“Listing Regulations”)
prior to filing of the draft red herring prospectus in relation to the Issue.

The composition of the Risk Management Committee is as under -

Sr. No

Name of Member

Designation in
Committee

Designation in Board

1

Mrs. Supriya Shrikant Badve

Chairperson

Executive Director

2

Dr. Milind Pralhad Kamble

Member

Non-Executive Independent Director
w.e.f 13th February,2025

3

Mr. Dilip Bindumadhav Huddar

Member

Non-Executive Independent Director

4

Mr. Anant Ramkrishna Sathe

Member

Non-Executive Independent Director
until 25th January, 20252

Sr. No

Name of Member

Designation in
Committee

Designation in Board

1

Dr. Girish kumar Ahuja

Chairperson

Non-Executive Independent Director

2

Mr. Dilip Bindumadhav Huddar

Member

Non-Executive Independent Director

3

Mr. Milind Pralhad Kamble

Member

Non-Executive Independent Director

4

Mrs. Sangeeta Singh

Member

Non-Executive Independent Director

5

Mr. Anant Ramkrishna Sathe

Member

Non-Executive Independent Director
until 25th January, 2025*

* Cessation on completion of two terms
Meetings of Committee of Independent Directors:

During the year under review, the committee of Independent Directors was not met.

21. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, as per Schedule IV of the Companies Act, 2013 the independent Directors
conducted the sole separate meeting of the Independent Directors was held on 14th February, 2025. The
details of the meeting and attendance are given below:

Sr. No

Name of Director

Date of Independent Director Meetings

14th February, 2025

1

Mr. Dilip Bindumadhav Huddar

Yes

2

Dr. Girish Kumar Ahuja

Yes

3

Dr. Milind Pralhad Kamble

Yes

4

Mrs. Sangeeta Singh

Yes

22. PERFORMANCE EVALUATION OF THE BOARD,
ITS COMMITTEES AND DIRECTORS:

In compliance with the provisions of Section
178 of the Companies Act, Nomination and
Remuneration Policy (
“NR Policy”) of the
Company, inter alia, specifies that the Board will
conduct performance evaluation of the Board as
a whole and its Committees and the individual
Directors.

Performance evaluation of Directors shall be done
by the entire Board (excluding the director being
evaluated). The Nomination and Remuneration
Committee shall continue to be responsible for
implementation of the methodology followed
by the Company in this regard. The NR Policy of
the Company is hosted on Company's website
at
https://belriseindustries.com/assets/site/docs/

BII__Nomination%20and%20Remuneration%20

Policy.pdf

Performance of the Board is evaluated after
seeking inputs from all the directors on the
basis of criteria such as board composition and
structure, effectiveness of board processes,
information and functioning, its contribution
in effective management of the Company, etc.
Based on the assessment, observations on the
performance of the Board are discussed and
key action areas for the Board, Committees and
Directors are noted. During the period under
review, the annual performance evaluation of the
Board, its Committees and individual Directors
for the financial year ended 31st March, 2025
was conducted by the Board. The Independent
Directors carried out annual performance
evaluation of the non-independent directors
and the Board as a whole. The Chairman of
the respective Committees shared the report
on evaluation with the respective Committee

members. The performance of each Committee
was evaluated by the Board, based on the report
of evaluation received from the respective
Committees. A consolidated report was shared
with the Chairman of the Board Meeting held on
14th February, 2025 for his review and feedback
was given to each Director.

23. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act,
2013, Directors confirm that

(i) in the preparation of the annual accounts
for the year ended 31st March, 2025, the
applicable accounting standards have been
followed along with proper explanation
relating to material departures;

(ii) 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 and loss of the Company for that
period;

(iii) the directors have taken proper and sufficient
care 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;

(iv) the directors have prepared the annual
accounts on a going concern basis;

(v) the directors have laid down internal financial
controls to be followed by the Company and
such internal financial controls are adequate
and operating effectively; and

(vi) the directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively

24. AUDITORS:

A) STATUTORY AUDITORS:

The Board of Directors, based on the
recommendation of the Audit Committee
and post approval of shareholders of the

Company, had re-appointed M/s. GSA &
Associates LLP, Chartered Accountants, (Firm
registration number 000257N/N500339) as
the Statutory Auditors of the Company for a
second term of 5 years, from the conclusion
of the 25th Annual General Meeting of the
Company held on 17th September, 2021,
till the conclusion of 30th Annual General
Meeting, to be held in 2026.

B) 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. Makarand Lele
& Co., Practicing Company Secretaries, (Pune)
duly represented by Mr. Makarand Lele, (ICSI
registration Number: FCS 3453 and COP No.:
2074) to undertake the Secretarial Audit of
the Company.

In terms of provisions of sub-section 1 of
Section 204 of the Companies Act, 2013, the
Company has obtained the Secretarial Audit
Report by the Secretarial Auditor in Form MR
3 for the period under review and annexed it
to this Report.

Further, pursuant to the provisions of
Regulation 24A of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 (
“SEBI Listing Regulations”) and
provisions of Section 204 of the Act and
Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 (
“Rules”), the Audit Committee
and the Board of Directors at their
respective meetings held on 11th August,
2025, have approved and recommended
the appointment of M/s Makarand Lele &
Co (FRN. P2025MH104000, Peer Review No.
6616/2025), a Practicing Company Secretary
as the Secretarial Auditor.

C) COST AUDITORS:

Pursuant to the provisions of Section 148 of
the Companies Act, 2013, the Companies
(Cost Records and Audit) Rules, 2014, the
Companies (Audit and Auditors) Rules, 2014
(including amendments thereto from time

to time) and such other provisions as may
be applicable, M/s. Rajput & Associates, cost
Accountant (Registration no. M- 103903) be
and is hereby appointed as cost Auditor of
the Company for FY 2025-26, to undertake
audit of its cost accounting records.

25. EXPLANATIONS OR COMMENTS BY THE
BOARD ON QUALIFICATIONS, RESERVATIONS
OR ADVERSE REMARKS OR DISCLAIMER IN
AUDITOR'S REPORT:

Management's Response to Remarks/
Qualifications of Statutory and Secretarial
Auditor

The remarks and qualifications issued by the
Statutory Auditor and the Secretarial Auditor
are self-explanatory. For ease of reference, the
explanations are provided below:

Delay in submission of Financial Results
(Regulation 52(1) & (2) of SEBI LODR Regulations,
2015)

The Audited Financial Statements for the
quarter and year ended 31st March, 2024 and the
Unaudited Financial Statements for the quarter
ended 30th September, 2024 were delayed due to
adjournment of the Board Meeting on account of
insufficient quorum.

Further, in view of the Company's DRHP filing
in November 2024, there was also a delay in the
approval and submission of unaudited financial
results for the quarter ended 30th September,
2024.

Intimation of Board Meeting dated 5th June, 2024
(Regulation 50(1) of SEBI LODR Regulations, 2015)

The intimation of the Board Meeting held on 5th
June, 2024 was not filed since no agenda items
requiring prior intimation under Regulation 50(1)
were transacted in the said meeting.

Delay in filing of Structured Digital Database
(SDD) Compliance Certificate (Regulation 3(5) of
SEBI PIT Regulations, 2015)

The filing of the SDD Compliance Certificate for
the quarter ended 30th June, 2024 was delayed by
one (1) day due to inadvertence.

The Company has strengthened internal
processes and shall ensure timely compliance in
the future.

Delay in Registration / Modification of Charges
(Section 77 of the Companies Act, 2013)

The registration / modification of charges relating
to certain bank facilities is pending on account
of completion of security creation and other
documentation formalities.

The Company assures that the delay does not
prejudice the interests of the charge holders,
shareholders, or creditors.

Delay in filing of Form MGT-14 (Section 117 of the
Companies Act, 2013)

The filing of Form MGT-14 in respect of the Special
Resolution passed at the Extra-Ordinary General
Meeting held on 6th June, 2024 was inadvertently
delayed and is now being complied with.

Loans and Advances under Section 185(2) of the
Companies Act, 2013

Certain loans and advances extended to a private
limited company were, for a limited period, in
excess of the earlier approval limits. The revised
shareholder approval was duly obtained on 6th
June, 2024. The said advances were in the nature
of routine reimbursements.

26. EVENTS OCCURRED AFTER AUDIT PERIOD:

The Company has successfully undertaken an
Initial Public Offering (IPO) of its equity shares
of face value of INR 5 each (the
“Equity Shares”)
amounting to INR 21,500 millions by way of a fresh
issue of Equity Shares (the
“Fresh Issue”) and filed
its draft red herring prospectus, subsequently
filed the red herring prospectus and prospectus
with the Registrar of Companies, Maharashtra
at Mumbai, SEBI and relevant stock exchange(s)
where the Equity Shares are proposed to be listed.
The Company got listed on both the exchanges
on 28th May, 2025. The Company IPO was received
very well by the investors community with the
IPO oversubscribed almost 42 times overall
and on retain 4.27 and 108 times on Qualified
Institutional Investors (
“QIB”) portion and 38.33
times Non Institutional Investors(
“NIIS”).

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SECTION 143(12):

During the year under review, there were no
frauds reported by the auditors to the Audit
Committee or the Board under section 143(12) of
the Companies Act, 2013.

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

(A) Conservation of Energy-

Sr. No

Particulars

Remarks

1

The steps taken or impact on
conservation of energy

• Regular maintenance of electrical equipment.

• Setting up of Solar panels.

• Regular replacement & maintenance of machinery
spare parts, etc.

• Use of variable frequency drive on motors which
saves energy.

• Use of voltage control panels which reduce
illumination costs.

• Use of CFL/LED instead of conventional lighting.

• Use of LPG heating instead of Electrical heating.

• Significant reduction in water consumption through
various projects.

• Installation of energy efficient pumps/motors,
Equipment's, air dryers, exhaust blowers axial fans.

2

The steps taken by the Company
for utilizing alternate sources of
energy

The Company has its Wind Mill and is working on putting
more sources for utilization of alternate Natural sources
of Energy.

Installation of natural light transparent roof sheets.

3

The capital investment on energy
conservation Equipment's

The Company is using one DG set.

(B) Technology absorption-

Sr. No

Particulars

Remarks

1

Efforts made for technology
Absorption

Your Company possesses technical expertise which
has been built over the years and works with emerging
technologies, for its customers and in house projects, in
the areas of high performance computing.

2

Benefits derived

The above R & D activities have resulted in development
of in-house expertise and proprietary rights. Besides
expanding markets for its products and services, it has
also enabled the Company to gain acceptance with
technologically demanding customers.

3

Expenditure on Research &
Development, if any

INR 75.87 million

4

Details of technology imported, if
any

-

5

Year of import

NA

6

Whether imported technology
fully absorbed

NA

7

Areas where absorption of
imported technology has not
taken place, if any

NA

(C) Foreign Exchange Earnings and outgo:

The details relating to the foreign exchange earnings and outgo are as under-

Sr.

Particulars

2024-25 Amount

2023-24 Amount

No.

(INR)

(INR)

1

Foreign Exchange Earnings

285,980,647.99

995,712,045.00

2

Foreign Exchange Outgo

257,475,194.21

349,976,991.00

28. PARTICULARS OF LOANS, GUARANTEES,
SECURITIES OR INVESTMENTS:

Information regarding loans, guarantees and
investments covered under the provisions of
section 186 of the Act, are detailed in Note No.
19 of audited financial statements for the year
ended on 31st March, 2025.

29. DEPOSITS:

During the year under review the Company has
not invited, accepted or renewed any deposits
within the meaning of Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014 and company does not
have any outstanding deposits falling within the
purview of section 73 to section 76 of the Act.

30. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during
the year were carried in the Ordinary Course of
Business on Arm's Length basis. Accordingly, the
disclosure of Related Party Transactions to be
provided under section 134(3)(h) of the Companies
Act, 2013 and the same has been annexed in form
AOC- 2 as Annexure - I to this Board Report.

31. INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO FINANCIAL STATEMENTS:

The Company has adequate internal financial
controls over financial reporting on criteria based
on or considering the essential components of
internal control stated in the Guidance Note on
Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered
Accountants of India with reference to the
Financial Statements commensurate with the
size, scale and complexity of operations and the
nature of its business.

The members of the Audit Committee have
evaluated the effectiveness of internal financial
control systems of the Company pertaining to
financial statements, reviewed major transactions
and no reportable material weaknesses in the
design or operation were observed. The Company
has established Internal Financial Controls and
the Statutory Auditors of the Company has
shown their satisfaction on the effectiveness on
the same.

32. EXTRACT OF ANNUAL RETURN:

A copy of the annual return as provided under
sub-section (3) of section 92 of the Companies
Act, 2013 (the "Act”), in the prescribed form, is
be hosted on the Company's website and can
be accessed at
https://belriseindustries.com/
investor-relation#annual-reports
.

33. VIGIL MECHANISM:

The Company has established a Vigil Mechanism
for directors and employees to report their
genuine concerns and to provide adequate
safeguards against victimization of persons who
use such mechanism. During the period under
consideration, the Company has not received any
complaints or concerns.

Pursuant to the provisions of Section 177(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 and
in accordance with the requirements of Securities
and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, the Board
of Directors had approved the Policy on Vigil
Mechanism/Whistle Blower and the same has
been hosted on the website of the Company
at
https://belriseindustries.com/investor-

relation#corporate-governance.

34. SUBSIDIARY COMPANIES, JOINT VENTURE OR
ASSOCIATE COMPANIES

As on 31st March, 2025 the Company has two
subsidiary(s) as under:

A. Badve Engineering Trading FZE, wholly
owned subsidiary in Dubai, UAE

B. H-One India Private Limited, a 93.37 %
subsidiary. Further, the Company has
become a wholly owned subsidiary on 30th
June, 2025.

There are no associate or Joint Venture
companies within the meaning of Section 2(6)
of the Companies Act, 2013 ("Act”). Further, there
has been no material change in the nature of
business of the subsidiaries during FY 2024-25.
The policy for determination of material subsidiary
is available on company's website at Company's
website at
https://belriseindustries.com/assets/
site/docs/Policv%20on%20Materalitv%20of%20
RPT%20BELRISE%2015012024.pdf

The Report on the performance and financial
position of the above two subsidiary companies,
in Form AOC-1 pursuant to first proviso to sub¬
section (3) of Section 129 of the Companies Act,

2013 and Rule 5 of Companies (Accounts) Rules,

2014 is annexed as Annexure-III to this Report.

The audited financial statements Badve
Engineering Trading FZE and H-One India
Private Limited being subsidiary Companies
of the Company are available on Company's
website at
https://belriseindustries.com/investor-
relation#financial-results

35. PARTICULARS OF EMPLOYEE AND RELATED
DISCLOSURE:

Details as required under the provisions of
section 197(12) of the Act, read with rule 5(1) of
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended,
containing, inter alia, ratio of remuneration of
directors to median remuneration of employees,
median remuneration, % increase in the median
remuneration and number employees are
annexed to this Report as
Annexure-IV.

The percentage increase in the median
remuneration and details of top ten employees
in terms of the remuneration and employees in

receipt of remuneration as required under the
provisions of section 197(12) of the Act, read with
rule 5(1), 5(2) and 5(3) of Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, as amended, which form part of
the Directors” Report, will be made available to
any shareholder on request, as per provisions of
section 136(1) of the said Act.

36. SECRETARIAL STANDARDS:

The Company complied with the Secretarial
Standards on Meetings of Board of Directors
(SS-1) and General Meetings (SS-2).

37. SEGEMENT REPORTING:

Your Company is engaged and focused on single
activity of 'auto components manufacture' and is
a tier 1 supplier to the major Original Equipments
Manufacturer (OEMs).

38. CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING:

Your Company has adopted a Code of Conduct
for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors
and designated employees of the Company. The
Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase
or sale of Company shares by the Directors and
the designated employees while in possession of
Unpublished Price Sensitive Information (
“UPSI”)
in relation to the Company and during the period
when the Trading Window is closed. The Board is
responsible for implementation of the Code. All
Board Directors and the designated employees
have confirmed compliance with the Code.

The said Code of Conduct is available on
Company's website at
https://belriseindustries.
com/investor-relation
.

39. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

As required by Regulation 34 read with Para B
of Schedule V of Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company
has prepared Management Discussion and
Analysis Report (
“MDA”) is attached as a separate
section forming part of the Annual Report. The
MDA details on operations and a view on the
outlook for the current year and future.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Business Responsibility and Sustainability
Report ofyour Company for FY 2024-25 as required
under Regulation 34(2)(f) of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
is not applicable the Company given the your
Company listed on 28th May, 2025.

41. HEALTH, SAFETY AND ENVIRONMENT
PROTECTION REPORT:

Your Company has complied with all the
applicable environmental laws and labour
laws. Your Company has 17 operational plants
including its subsidiary(s). The Company has
been complying with the relevant laws and has
been taking all necessary measures to protect the
environment and maximize worker protection
and safety.

42. ORDER PASSED BY REGULATOR OR COURTS
OR TRIBUNALS:

During the period under review, the Company has
not received any order passed by the Regulator or
Courts or Tribunals are prohibitory.

Insolvency and Bankruptcy Proceedings

During the year under review, no application was
made nor any proceeding was pending under the
Insolvency and Bankruptcy Code, 2016. However,
in respect of a pending proceeding before NCLAT,
the Company has entered into settlement in 20th
August, 2024

One Time Settlement (OTS) Valuation

During the year under review, the Company has
not entered into any One Time Settlement with
any Bank or Financial Institution and accordingly,
the requirement to disclose valuation differences
does not arise.

43. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Policy is gender neutral.

Disclosures in relation to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

a. The number of sexual harassment complaints
received during the financial year : Nil

b. Number of such complaints disposed of
during the financial year: N.A.

c. Number of complaints pending for a period
exceeding ninety days: Nil

44. STATEMENT BY THE COMPANY WITH RESPECT
TO THE COMPLIANCE TO THE PROVISIONS
RELATING TO THE MATERNITY BENEFITS ACT,
1961.

During the period under review the Company
is in compliance with respect to the provisions
relating to the Maternity Benefits Act, 1961.

45. DISCLOSURE UNDER REGULATION 53 OF THE
SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015 (“LISTING
REGULATIONS”):

a) The audited financial statements i.e. balance
sheets, profit and loss accounts etc., both
standalone and consolidated together
with the report of auditors thereon with
unmodified opinion are included and given
at the end of this report.

b) The cash flow statement under the indirect
method as prescribed in Accounting
Standard-3/ Indian Accounting Standard
7, mandated under Section 133 of the
Companies Act, 2013 read with relevant rules
framed thereunder or by the Institute of
Chartered Accountants of India, is part of the
above audited financial statements.

c) The auditor's report with unmodified opinion
is also being provided with the above
financial statements.

d) name of the debenture trustees and Registrar and Transfer Agent with full contact details is given
hereunder:

Debenture Trustee

Registrar & Transfer Agent

| © IDBI trustee f : .*Ý- . V '‘'rY.’j.

0 MUFG

IDBI Trusteeship Services Ltd

IDBI Trusteeship Services Limited

Universal Insurance Building, Ground Floor,
Sir P.M. Road, Fort, Mumbai 400 001
Contact Person: Mr. Prasad Tilve
Fmail: Prasad.Tilve@idbitrustee.com
Website: www.idbitrustee.com

MUFG Intime India Private Limited

C 101, 247 Park, L.B.S Marg,

Vikhroli West, Mumbai, Maharashtra 400083
Contact Person: Mr. Mahesh Masurkar
Fmail: rnt.helpdesk@inmpms.mufg.com
Website: in.mpms.mufg.com

e) Related party disclosures as specified in Para A of Schedule V are being made in the Financial Statements
of the Company disclosures, as applicable, in related notes to accounts forming part of the financial
statements included in this report.

46. ACKNOWLEDGEMENT:

The Board of Directors of the Company acknowledges with gratitude the co-operation and assistance provided
to your Company by its bankers, financial institutions, government and other agencies. Your Directors thank
the customers, vendors and other business associates for their continued support in the company's growth.

Your Directors also wish to place on record their appreciation to the contribution made by the employees
and workers of the Company, because of which, the Company has achieved impressive growth through the
competence, hard work, solidarity and co-operation at all levels. The Board would like to place its sincere
gratitude to its valued shareholders for their continued support to the Company and its trust and confidence
on the Board of Directors.

For and on Behalf of the Board of Directors
For Belrise Industries Limited

Sd/- Sd/-

Shrikant Shankar Badve Supriya Shrikant Badve

Managing director Whole Time Director

DIN: 00295505 DIN: 00366164

Date: 11th August, 2025
Place: Pune

1

Cessation on completion of two terms of five years each.

Meetings of Nomination and Remuneration Committee:

During the year under review, the members of the Nomination and Remuneration Committee met four (04)
times during the reporting Financial Year given in the "Corporate Governance Report” and forms part of this
Annual Report.

14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has constituted and reconstituted the Corporate Social Responsibility (“CSR”) Committee had
formulated and recommended a Corporate Social Responsibility Policy to the Board of the Company, which

2

Cessation on completion of two terms of five years each.

Meetings of Risk Management Committee:

During the year under review, the Members of Risk Management Committee of Board of Directors met One
time (01) during the reporting Financial Year and the details are given in the "Corporate Governance Report”
and forms part of this Annual Report.

20. COMMITTEE OF INDEPENDENT DIRECTORS:

The Board of Directors of the Company in their meeting held on 16th November, 2024 has constituted
Committee of independent Directors in relation to proposed public issue and completion of various legal,
statutory and procedural formalities, including price band advertisement and other matters incidental
thereto.