Your Directors have pleasure in presenting the 39th Annual Report together with the Audited Accounts for the year
ended 31st March, 2026.

Financial Results Rupees in Lakhs

FINANCIAL HIGHLIGHTS AND OPERATIONS

The revenue from operations and other income for the financial year under review was Rs.1,95,623.38 lakhs as against
Rs. 1,29,241.04 lakhs for the previous financial year, showing an increase of 51.36%. The profit before finance costs,
depreciation and taxation is Rs.10,444.01 lakhs for the financial year under review as against Rs. 7,904.31 lakhs for
the previous financial year, an increase by 32.13%. The profit after tax increased to Rs.4,223.12 lakhs, as compared
to Rs. 3,270.03 lakhs for the previous financial year, i.e. an increase by 29.15%. Total comprehensive income for the
year increased to Rs. 4,201.52 lakhs as compared to Rs. 3,275.03 lakhs for the previous financial year, an increase by
28.29%. This was due to better capacity utilisation as a result of increase in sales of Car Seats to Maruti Suzuki India
Limited and cost saving measures taken by the Company.

From April 2025, the Company has started supply of seats for four wheelers to Maruti Suzuki India Limited from the
manufacturing facility setup at Kharkhauda in Sonipat, Haryana.

TRANSFER TO GENERAL RESERVE

During the Financial Year 2025-26, the Company has not transferred any amount to General Reserves.

DIVIDEND

Your Directors are pleased to recommend, for the approval of the shareholders at the 39th Annual General Meeting,
a dividend of 75% (Rs.1.50/- per equity share) amounting to Rs.942 lakhs for the financial year ended 31.03.2026.
AWARDS AND RECOGNITION

The Company has received the award for “Business Continuity” at the Vendor Conference of Maruti Suzuki India
Limited, held in Doha in 2025.

WEBSITE

As per provisions of Regulation 46 of the SEBI (LODR) Regulations, 2015 all necessary information as required to
be given to the shareholders/stakeholders, is available at www.bharatseats.com. Shareholders/ stakeholders are
requested to refer to investor section.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

a. The members of the Company are informed that the dividends that remain unpaid/unclaimed for a period of 7
(seven) years from the date of transfer to the Unpaid / Unclaimed dividend account are required to be transferred to
the account of the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.
Accordingly, during the financial year under review, the Company transferred Unclaimed dividend amounting to Rs.
3,41,372/- lying with the Company for a period of seven years pertaining to the financial year ended on 31st March,
2018.

b. The members of the Company are also informed that as per the provisions introduced in the year 2016, underlying
equity shares on which dividend remain Unpaid/Unclaimed for a period of 7 (seven) consecutive years are
required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central
Government.

Accordingly, during the financial year under review, the Company has transferred 29,922 equity shares in respect
of which dividend have not been claimed by the members for seven consecutive years pertaining to the financial
year ended on 31st March, 2018, up to financial year ended 31st March, 2024 to IEPF Authority.

SHARE CAPITAL

There was no change in the capital structure of the Company.

During the year under review, the promoters of the company namely Mr. Rohit Relan, Ms. Ritu Relan, Mr. Rishabh
Relan, Mr. Pranav Relan and Mr. Ayush Relan transferred their 1,02,88,358 (16.38%) Equity Shares of Rs.2/- each
by way of gift to a family trust on September 26, 2025, consequent upon exemption under regulation 11 of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, obtained from SEBI on September 04, 2025,
Thus, there was a change in the control of the company from Individual Promoters to a Family trust.

The acquisition was in furtherance of an internal reorganization within the Promoter Family in order to streamline
succession and promote welfare of Promoter Family. This transfer did not affect or prejudice the interests of the public
shareholders of the Target Company in any manner. The pre-acquisition and post-acquisition shareholding of the
promoters and promoter group in the Target Company remained the same in substance.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business during the financial year 2025-26 under review.

MATERIAL CHANGES & COMMITMENTS

In pursuance to section 134(3)(l) of the Companies Act, 2013, no material changes and commitments have occurred
after the closure of the financial year to which the financial statements relate till the date of this report, affecting the
financial position of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as stipulated under Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached to this report, and forms part of the Annual Report.

CREDIT RATING

ICRA has assigned its short-term credit rating of A1 and long-term credit rating of A (stable), indicating the outlook on
the long term rating as 'Stable'.

RELATED PARTY TRANSACTIONS

All contracts/ transactions entered into by the Company during the financial year with related parties were in the
ordinary course of business and were at arm's length basis.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website at the web
link: chrome-extension://efaidnbmnnnibpcaipcglclefindmkai/https://bharatseats.com/wp-content/uploads/2020/05/2.-
Policv-on-Related-Partv-Transactions.pdf

The information relating to particulars of contracts or arrangements with related parties referred to in sub section (1) of
section 188 of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure I, forming part of this Report.

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

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo
pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014
is annexed hereto as Annexure II, forming part of this Report.

BOARD ANNUAL EVALUATION

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, performance evaluation was carried out of the Board, its Committees and individual Directors, including the
Chairman of the Board.

Nomination & Remuneration Committee reviews the evaluation criteria for the Board, its Committees, Executive and
non-executive Directors and Chairman of the Company, considering qualification, expertise, attributes and various
parameters based on which evaluation of the Board has to be carried out by the Company.

A meeting of the independent directors was held, which reviewed the performance of the Board (as a whole), Committees
of the Board, the non-independent directors and the Chairman.

The evaluation of Independent Directors was carried out by the Board.

This exercise was carried out through a structured evaluation process covering various aspects of the Board such
as composition of the Board/ Committees, experience, competencies, performance of specific duties etc. Separate
exercise was carried out to evaluate the performance of individual directors, including Board's Chairman who were
evaluated on the parameters such as attendance, contribution at the meeting, independent judgment etc. and was
found to be satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by rotation

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mr.
Venkat Raman Challa, Director (DIN: 07093663) is liable to retire by rotation at the ensuing Annual General Meeting.

Further, Mr. Venkat Raman Challa has given declaration that he is / was not debarred from being appointed / re¬
appointed or continuing as Director of the Company by the virtue of any order passed by the Ministry of Corporate
Affairs or any such Statutory Authority.

The Board recommend his re-appointment to the Shareholders.

Declaration from Independent Directors

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of
Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules
made there under along with declaration for compliance with clause 16 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Appointments

The Board, on the recommendation of the Nomination and Remuneration Committee has recommended to shareholders,
re-appointment of Mr. Rishabh Relan (DIN:07726444) as Whole time Director of the Company for a further term of three
years w.e.f. 4th February, 2027 to 3rd February, 2030 on the terms and conditions as mentioned in the relevant item of
the notice calling 39^th Annual General Meeting.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Rohit Relan, Chairman and Managing Director, Mr. Rishabh Relan, Whole time Director, Mr. Rajiv Arora, Whole
Time Director & CEO, Mr. Vinod Kumar, CFO and Ms. Ritu Bakshi, Company Secretary are the KMPs of the Company
in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhere to the Corporate
Governance requirements as set out by the Regulators/ applicable laws.

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 has been included in this Annual Report as a separate section, along with the certificate of Mr. R S
Bhatia, Company Secretary in Practice.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013. There was an outstanding
loan of Rs. 2260 Lacs as at 31.03.2026 from Mr. Rohit Relan, Chairman and Managing Director of the Company which
is exempted as deposit under Rule 2(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the
going concern status of the Company and its operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures
adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to
Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit
Committee evaluates the internal financial control system periodically.

LISTING

The Equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The
Company has paid listing fees due to the Stock Exchanges.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes in giving back to society and has taken steps for that. Alongside business priorities, the
Company is committed to society as well and this is apparent through our CSR activities.

During the financial year, your Company has contributed to Rotary Southend Charitable Trust towards healthcare.

The Company also contributed to Sewa Bharti towards healthcare for Cochlear Implant surgery. Your Company
contributed to Indian Cancer Society for cancer treatment of underprivileged.

Your Company contributed to “Study Hall Educational Foundation” a college in Lucknow for the under privileged and
marginalized section of society. Your Company also contributed to Confederation of Indian Industry (CII) towards Skill
development.

The CSR Policy is uploaded on the Company's website at the web link: https://bharatseats.com/wp-content/
uploads/2020/05/CSR-Policy-bsl-Final2021for-website.doc.pdf

During the financial year 2025-26, the Company contributed an amount of R74 lakhs towards CSR, which is 2% of
its average net profits for the preceding 3 financial years. There is no amount which is lying unspent in respect of the
financial year under review.

The annual report on CSR activities, composition of the CSR Committee and other prescribed details are given in the
report format provided under the Companies (Corporate Social Responsibility Policy) Rules, 2014 in Annexure III.
Further Board of Directors of the Company at their meeting held on 29th July, 2025, approved creation of a CSR Trust
in association/jointly with NDR Auto Components Limited, an associate company, namely NDR Auto & BSL Foundation,
as per the provisions of section 135 of the Companies Act, 2013, for undertaking primarily CSR Activities.

ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the copy of Annual Return can be accessed at Company's website at :
https://bharatseats.com/wp-content/uploads/2020/05/Annual-Return.pdf.

MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the financial year. For further details, please refer the Report
on Corporate Governance given separately in the Annual Report.

AUDIT COMMITTEE

As on 31st March, 2026, the Audit Committee comprised of four Directors, three Independent Non- executive Directors,
namely Mr. Sudhir Maheshwari, Mr. Sanjay Bhattacharyya and Ms. Nisha Malhotra and one Executive Director, Mr.
Rishabh Relan. Mr. Sudhir Maheshwari was the Chairman of the Committee.

Further, details of the Committee meetings held are given in the Corporate Governance Report. The powers and Role
of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit
Committee were accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no
material departures have been made from the same.

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates
made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
at 31st March, 2026 and of the Profit of the Company for the year ending 31st March, 2026.

(c) 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;

(d) The annual accounts have been prepared on a going concern basis.

(e) Internal financial controls to be followed by the Company have been laid down 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 are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

Disclosure as required under Sub Rule 2 of Rule 5 of Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is annexed hereto as Annexure IV.

The ratio of the remuneration of each Director to the median employees' remuneration and other details in terms of

Sub Section 12 of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is annexed as part of the report as Annexure V.

No. of Employees as on March 31, 2026 of Financial Year

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER
MATTERS AS PROVIDED UNDER THE COMPANIES ACT, 2013

The Company has formulated a Nomination and Remuneration Policy which is available on the website of the Company.
The link of the same is https://bharatseats.com/wp-content/uploads/2020/05/3.-Nomination-and-Remuneration-Policv.
pdf. Other details are provided in Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There was no transaction falling under the provision of Section 186 of the Companies Act, 2013 during the financial
year under review.

RISK MANAGEMENT

The Company has in place the Risk Management Policy to identify and assess the key risk areas and monitor the same.
The Board periodically reviews the risks and suggests steps to be taken to control the risks.

VIGIL MECHANISM

The Company has in place an established Whistle Blower Policy. The Audit Committee and the Board periodically
review the policy and its implementation. The purpose of this policy is to provide a framework to promote responsible
whistle blowing by employees.

The Whistle Blower Policy may be accessed at the Company's website at:
https://bharatseats.com/wp-content/uploads/2020/05/whistle-blower-policy2020.pdf

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31
of 2016) during the financial year.

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

As Company has not done any one-time settlement during the year under review hence no disclosure is required.
HUMAN RESOURCES

Our relations with the employees are very cordial. Your Directors would like to place on record their appreciation of the
commitment and efficient services rendered by all employees of the Company, without whose wholehearted efforts, the
overall satisfactory performance of the Company would not have been possible.

AUDITORS AND AUDITORS' REPORT(a) Statutory Auditors

M/s S.R. Batliboi & Co. LLP, Chartered Accountants, LLP, (ICAI Firm Registration No. 301003E/E300005) were
appointed as the Statutory Auditors at 35th Annual General Meeting (AGM) of the Company held on 28th June,
2022 for a consecutive term of five years.

Auditors' Report

The Auditors' Report given by M/s S.R. Batliboi & Co. LLP, Statutory Auditors on the financial statements of the
Company for the year ended March 31, 2026 is part of the Annual Report. The Auditors' Report does not contain
any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any
matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3)(ca)
of the Act.

(b) Secretarial Auditor

Mr. R.S. Bhatia, Company Secretary in Practice (Membership Number: FCS 2599, CP No. 2514) (Peer review
Certificate No. 1496/2021) were appointed as the Secretarial Auditor of the Company at 38th Annual General
Meeting (AGM) of the Company held on 9th July 2025 for a period of 5 (Five) consecutive years from 1st April 2025
till 31st March 2030.

Secretarial Audit Report

In accordance with the provisions of the Section 204 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit was carried out by Mr. R. S. Bhatia, Company Secretary
in Practice for the financial year 2025-26. The report of Secretarial Auditor for the financial year 2025-26 is annexed
herewith marked as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

Secretarial Auditor's had not reported any matter under Section 143(12) of the Act, therefore no detail is required
to be disclosed under Section 134 (3) (ca) of the Act.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the
Company has obtained annual secretarial compliance report from Mr. R. S. Bhatia, Company Secretary in Practice
and the same shall be submitted to stock exchanges within the prescribed time limit. The annual secretarial
compliance report does not contain any adverse remarks and qualifications.

c) Internal Auditor

Company appointed M/s Grant Thornton Bharat LLP, as the Internal Auditor of the Company, for the financial years
2025-2026 and 2026-2027.

The agencies perform the internal audit, and assess the internal controls and statutory compliances in various
areas and provide suggestions for improvement. Independence of internal auditors is ensured through direct
reporting to the Audit Committee. Internal Auditors independently evaluate the adequacy of internal controls and
concurrently audit the financial transactions and review the various business processes. Internal Audit reports are
placed before the Audit Committee of the Board.

Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective
as on March 31, 2026.

d) Cost Audit

In accordance with Section 148 (1) of the Companies Act, 2013, the Company is not required to maintain the cost
records as specified by the Central Government.

SAFETY

Safety first is our motto. While the laws make it mandatory for us to adopt benchmark practices, our values drive
us towards this objective.

With the regular guidance from the Safety Team of Maruti Suzuki India Limited, the Company is now among the
leading companies which have made safety its culture.

Well trained staff, focus on best practices & aided with installation of state-of-the-art Aerosol fire Detection &
Suppression system across locations have worked at force multipliers in our journey.

Besides this, the environmentally friendly practices, fire extinguishers, thermography test, adherence to NBC 2016,
NOC from fire office & regular third-party inspections speaks of the commitment.

The review mechanism monitoring & mock drills happen periodically & monitored at APEX level. Last but not the
least SHE (Safety, Health & Environment) training is regularly imparted to all the employees. Various initiatives
taken are,

- Monthly zone wise safety audit system implemented, to ensure zero accident.

- Advanced LOTO system with DOJO room training implemented, to ensure full safety of human being on the
shop floor.

EFFECTIVE MANAGEMENT SYSTEMS

The company is system certified for IATF (International Automotive Task Force) 16949 for quality management systems,
ISO 14001 for environment management and ISO45001 for occupational health and safety , added Gujarat Hansalpur
location in the start of FY 24-25. BSL is also accredited with ISO/IEC 17025:2017 “General Requirements for the
competence of Testing & Calibration Laboratories”. Our Manesar, Gurgaon, Gujarat, Kharkhauda and Bhorakalan
Plants have been certified as VSA “Green” Plants by Maruti Suzuki India Limited.

Your Company's focus on safety and effective mitigation of all the likely risks involved, has led to safe and healthy
working environment for all employees thus helping them to perform at their optimum level of competence.
ENVIRONMENT

Through ISO 14001, we are committed to work on continuously improving both Human Safety and Plant safety &
Environment through: -

- Management of Safety & Environmental Risks through proactive risk mitigation planning. (Hazard Identification
& Risk Assessment (HIRA) and Operation Control Procedure (OCP) Compliance to all safety & Environmental
Regulations

- Focus on optimum use of Energy and Reduction of waste.

- Effective handling and waste disposal.

- Implemented Solar system to use renewable resources.

- Energy audit conducted at all the plants and adequate energy saving initiatives being placed related to energy
saving.

- Various Energy saving kaizens implemented on the shop floor to save energy.

BSL is taking initiative for carbon neutrality in its new plant at Kharkhauda. The effort for carbon neutrality will be
applicable in the area of plant construction, transportation system and usage of green energy.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF 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 requirement of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted Internal Complaints Committee (ICC) known as Prevention of Sexual Harassment (POSH)
Committee to enquire into complaints of Sexual Harassment and recommend appropriate action. The Company has not
received any complaint of sexual harassment during the financial year 2025-26.

The table below provides details of complaints received/disposed during the financial year 2025-26:

CONFIRMATION UNDER THE MATERNITY BENEFIT ACT, 1961

During the financial year ended 31st March 2026, your Company was in compliance with the provisions relating to the
Maternity Benefit Act, 1961, as amended and hereby confirms adherence to all statutory requirements prescribed under
the said Act.

SHARES

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.
b Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

The Company has not issued any Bonus Equity Shares during the year under review.

d. Issue of Shares with differential voting rights

The Company has not issued any shares with differential rights during the year under review.

e. Issue of Shares under Employee Stock Option Scheme

No such issue of shares under employee stock option scheme was made.

f. Issue of shares through private placement - Nil.

g. Issue of Shares without differential voting rights - Nil.

ACKNOWLEDGEMENTS

The Directors place on record their deep appreciation of the valuable assistance and co-operation extended to the
Company by Suzuki Motor Corporation, Japan, Maruti Suzuki India Ltd., Suzuki Motorcycle India Private Limited,
Toyo Seat Co. Ltd., Japan, Inoac Corporation, Japan, Hayashi Telempu (Thailand) Co. Ltd., HDFC Bank Ltd., ICICI
Bank Ltd., various departments of Central Government and Government of Haryana. The directors convey their deep
appreciation to each and every employee for her/his efficient service, commitment and collective team work.

Your support as shareholders is greatly valued.

Your Directors thank you and look forward to the future with confidence.

For and on behalf of the Board
Bharat Seats Limited

Place : Gurugram (Rohit Relan)

Date : May 6, 2026 Chairman and Managing Director