Dear Members,
Your Directors take pleasure in presenting the 81st Annual
Report together with the Audited Accounts for the financial year ended 31st March,
2025.

1. FINANCIAL RESULTS 

(Rs. In Lakhs)


  

    

    
For the Year ended
  
  

    
Particulars
    
31.03.2025
    
31.03.2024
    
31.03.2025
    
31.03.2024
  
  

    

    
Standalone
    
Standalone
    
Consolidated
    
Consolidated
  
  

    
Revenue from operations
    
29056.01
    
32452.02
    
41294.42
    
41531.13
  
  

    
Other Income
    
836.92
    
774.40
    
652.59
    
608.66
  
  

    
Total Income
    
29892.93
    
33226.42
    
41947.01
    
42139.79
  
  

    
PBDIT
    
1594.76
    
2516.30
    
2893.01
    
3269.54
  
  

    
Less: Finance Cost
    
507.90
    
703.43
    
578.50
    
769.46
  
  

    
Less: Depreciation
    
406.40
    
350.54
    
497.14
    
434.90
  
  

    
Profit/(Loss) Before Tax & Exceptional
    Items
    
680.46
    
1462.33
    
1817.37
    
2065.18
  
  

    
Exceptional items: Income/(expenses) PBT
    
- 680.46
    
- 1462.33
    
- 1817.37
    
- 2065.18
  
  

    
Provision of Taxation :
    

    

    

    

  
  

    
Current Tax
    
(331.16)
    
(30.75)
    
(695.96)
    
(192.36)
  
  

    
Deferred Tax
    
195.19
    
(531.89)
    
197.03
    
(540.85)
  
  

    
Mat credit (Reversal)
    
-
    
(7.00)
    
-
    
(7.00)
  
  

    
Earlier Year Tax
    
30.75
    
-
    
30.75
    
-
  
  

    
Other Comprehensive Income
    
(69.38)
    
(20.16)
    
(73.32)
    
(3.75)
  
  

    
PAT
    
505.86
    
872.53
    
1275.87
    
1321.22
  


2. REVIEW OF OPERATIONS AND OUTLOOK


The Profit before tax on standalone basis for March 31, 2025 is
Rs.680.46 lakhs and March 31, 2024 was Rs. 1462.33 lakhs and on consolidated basis for
March 31, 2025 is Rs. 1817.37 lakhs and for March 31, 2024 was Rs. 2065.18 lakhs.
Therefore during the year, the profit after tax & Other
Comprehensive Income on standalone basis was Rs. 505.86 lakhs and on a consolidated basis
was Rs. 1275.87 lakhs for year ended March 31, 2025. 

3. DIVIDEND


Your Directors have recommended final Dividend of 12% i.e. Rs. 0.60 per
Equity Share of Rs. 5/- each and 1% i.e. Rs. 1/- per preference share of Rs. 100/- each
for the financial year ended March 31, 2025 other than dividend on the equity and
preference shares which is pending for issuance as on date. These equity and preference
shares will be entitled to appropriate rate of dividend if allotted before the record date
i.e. August 15, 2025, subject to the approval of the shareholders at the ensuing Annual
General Meeting of the Company. 

4. TRANSFER TO RESERVE


The Profit for the Year of Rs. 505.86 Lakhs is credited to the Profit
and Loss account.

5. SHARE CAPITAL


As on 31st March, 2025, the Company is having an Authorized
share capital of Rs. 30.01 Crores comprising of 4,61,70,400 Equity Shares of Rs. 5 each
and 6,92,480 Preference shares of Rs. 100 each. The Issued, Subscribed and Paid-Up Equity
Share Capital of the Company as on 31st March, 2025 is Rs. 17.15 Crores and the
Issued, Subscribed and Paid-Up Preference Share Capital of the Company as on 31st March,
2025 is Rs. 6.92 Crores. During the year under review, the Company on April 12, 2024, has
considered and approved, by way of preferential issue on private placement basis, the
allotment of 52,64,000 Equity Shares of Face Value of Rs. 5/- each, at an issue price of
Rs. 113.50/- per Equity Share.
Further, during the period under review, the National Company Law
Tribunal ("NCLT") has passed the Order on March 24, 2025 sanctioning the Scheme
of Amalgamation for merger of Batliboi Environmental Engineering Limited
(‘BEEL') with and into the Company pursuant to which the Authorized Share
Capital shall stand revised to Rs. 51,01,00,000, comprising 
a. Rs. 40,08,52,000 divided into 8,01,70,400 Equity Shares of Rs. 5
each, 
b. Rs. 4,00,00,000 divided into 4,00,000 8% Non-Cumulative,
Non-Convertible Redeemable Preference Shares of Rs. 100 each, and 
c. Rs. 6,92,48,000 divided into 6,92,480 1% Non-Cumulative Redeemable
Preference Shares of Rs. 100 each.
Further, 12681963 equity shares of Face Value of Rs. 5/- each and
2,70,000 8% Non-Cumulative, Non-Convertible Redeemable Preference shares of Rs. 100 /-each
shall be issued in the due course Apart from above, the Company has neither issued shares
with differential rights as to dividend, voting or otherwise nor issued shares (including
sweat equity shares) to the employees or to Directors of the Company (other than ESOPs),
under any Scheme during the year under review. 

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
SUBSIDIARY COMPANIES
1) Quickmill Inc., Canada

Quickmill Inc. headquartered in Peterborough, Ontario, Canada is
engaged in the design, manufacture, sales and service of a line of large sized Gantry
Drilling and Milling machines globally. Customers are mainly from Energy, Heat Transfer,
Steel Service sectors, large Industrial machinery manufacturers and job shop manufacturing
sectors.
During the year ended March 31, 2025 the total revenue was Rs. 122.38
crores as compared to previous year which was Rs. 90.79 crores. The profit for the year
ended March 31, 2025 was Rs. 13.05 crores as compared to previous year which was Rs. 6.92
crores.

2) Bioconserve Renewables Envirotech Private Limited


Further the Board of Directors at their Meeting held on February 6,
2025 had granted approval for incorporation of new entity which would be subsidiary of the
Batliboi Limited. The Company received the approval for incorporation of new subsidiary in
Name of "BIOCONSERVE RENEWABLES ENVIROTECH PRIVATE LIMITED" pursuant to
incorporation Certificate dated April 8, 2025

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company with its
Subsidiaries forms part of the Annual Report and the Accounts in accordance with SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013
and applicable Accounting Standards prescribed by The Institute of Chartered Accountants
of India.
The Board of Directors of the Company reviewed the affairs of
subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013,
the Company has prepared consolidated financial statements of the Company and all its
subsidiaries, which forms part of the Annual Report. Further a statement containing
salient features of the financial statements of the Company's subsidiaries is given
in Form No. AOC-1 at the end of this Report. The Company will make available the accounts
of subsidiaries to any member of the Company on request.
Further, during the period under review, the National Company Law
Tribunal ("NCLT") has passed the Order on March 24, 2025 sanctioning the Scheme
of Amalgamation for merger of Batliboi Environmental Engineering Limited
(‘BEEL') with and into the Company pursuant to which the Company has merged the
financial statements of Transferor company in compliance with all accounting standards and
generally accepted accounting principles.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL


As per the provisions of Companies Act, 2013, Mr. Kabir Bhogilal Whole
Time Director (DIN: 02692222) will retire at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment. Your Directors recommends his re-appointment.

During the year under review, Mr. Ameet Hariani (DIN: 00087866) and Mr.
Subodh Bhargava (DIN: 00035672) completed their tenure as Independent Non- Executive
Director of the Company on July 31, 2024. The Board of Directors had placed on record a
deep appreciation for the valuable services rendered by both the Independent Non-
Executive Directors. The Board of Directors at their Meeting held on July 31, 2024 also
appointed Mr. Aditya Malkani (DIN: 01585637) as Independent Non- Executive Director. The
members at the Postal Ballot approved appointment of Mr. Aditya Malkani as Independent
Non- Executive Director on October 28, 2024.

8. INDEPENDENT DIRECTORS DECLARATION


The Independent Directors have submitted the Declaration of
Independence, as required pursuant to Section 149 of the Companies Act, 2013 and
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
stating that they meet the criteria of independence as provided therein and also none of
the Directors of the Company are disqualified under Section 164(2) of the Companies Act,
2013. 

9. BOARD EVALUATION


In compliance with the Companies Act, 2013 and Securities and Exchange
Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015
(LODR), the annual performance evaluation of the Non-Independent Directors, Chairman and
the Board as a whole (including its Committees) was carried out in the separate meeting of
Independent Directors.
Independent Directors, in their separate meeting, held on 6th
February, 2025 reviewed performance of the Non Independent Directors, Board as a whole
including committees. All the directors present participated in the discussion &
suggested areas of improvement/changes. Assessment of Independent directors was shared
with the Chairman of the Board. Independent Directors, in their separate meeting, also
reviewed the performance of the Chairman after taking into account the views of all the
Directors. 
Criteria of performance evaluation of the Board and Directors are laid
down by Nomination and Remuneration Committee (NRC) of the Company. The NRC decided to
continue existing method of performance evaluation through circulation of performance
evaluation sheets. An assessment sheet based on SEBI Guidance Note dated January 05, 2017,
containing the parameters of performance evaluation along with rating scale was circulated
to the Directors. Pursuant to the provisions of the Companies Act, 2013 and Listing
Regulations, the Board has carried out performance evaluation of its own, evaluation of
working of the Committees and performance evaluation of all Directors in aforesaid manner

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The familiarization program seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes.
The policy on Company's familiarization program for Independent
Directors is posted on the Company's website. www.batliboi.com. 

11. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy is posted on the Company's
website www.batliboi.com. The more details about the Nomination and Remuneration policy is
provided in corporate governance report.

12. NUMBER OF MEETINGS OF THE BOARD

A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year, five (5) Board Meetings and four (4) Audit Committee
Meetings were held. The details of which are given in Corporate Governance Report that
forms part of this Annual Report. 

13. CORPORATE GOVERNANCE

In terms of Securities and Exchange Board of India (SEBI) (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (LODR), a Report on Corporate
Governance along with Compliance Certificate issued by Secretarial Auditor's of the
Company forms integral part of this Report. 

14. EMPLOYEE STOCK OPTION SCHEME

The Company has implemented Employees Stock Option Plan (ESOP) with a
view to encourage, reward and retain the employees and to give them an opportunity to
participate in the growth of the Company in accordance with SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, SEBI (Share Based Employee
Benefits) Regulations, 2014 and SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 duly approved by the Members at their Extra Ordinary General Meeting
held on 13th December, 2011. During the year no Options were lapsed. 
The disclosures as required under Regulation 14 of SEBI (Share Based
Employee Benefits) Regulations, 2021 and Section 62(1) (b) of the Companies Act, 2013 read
with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in
‘Annexure A' to this Report. A Certificate from the Secretarial Auditor
of the Company as required under Regulation 13 of SEBI (Share Based Employee Benefits)
Regulations, 2021 shall be placed at the ensuing Annual General Meeting for inspection by
the Members.

15. FIXED DEPOSITS

The Company has not accepted any deposits from the public/members under
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014 during the year.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of Loans, Guarantees given and Investments made during the
year covered under the provisions of Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statements.

17. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the
financial year were on the arm's length basis and were in ordinary course of business
and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no
materially significant related party transactions between the Company and the Promoters,
Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons,
which may have a potential conflict with the interest of the Company at large.
Accordingly, particulars of contracts or arrangements with related parties referred to in
Section 188(1) along with the justification for entering into such contract or arrangement
in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 is not applicable to the Company.
All Related Party Transactions were placed before the Audit Committee
and have been approved by the Board. Omnibus approval is obtained for the transactions
that are foreseen and repetitive in nature.
Your Company has formulated a policy on related party transactions,
which is also available on Company's website. www.batliboi.com. 

18. MATERIAL SUBSIDIARIES

The Board of Directors of the Company has approved policy for
determining material subsidiaries in line with the Listing regulations as amended from
time to time.The policy is available on the Company's website www. batliboi.com 
The Company has one material subsidiary i.e Quickmill Inc, Canada.

19. AUDIT COMMITTEE COMPOSITION

The details pertaining to composition of Audit Committee are included
in Corporate Governance report, which form part of this Report.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Companies
Act, 2013, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules,
2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted vigil mechanism policy in place to enable the
Directors and employees to have direct access to the Chairman / Managing Director or the
Members of the Audit Committee. The details of the vigil mechanism is explained in the
Corporate Governance Report and also posted on the website of the Company at
www.batliboi.com.

21. BOARD DIVERSITY 
The Company recognizes and embraces the importance of a diverse board
in its success. The Company believes that a truly diverse board will leverage differences
in thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race and gender, which will help the Company to
retain its competitive advantage. The Board has adopted the Board Diversity Policy which
sets out the approach to diversity of the Board of Directors. The policy is available on
our website at www.batliboi.com 

22. HUMAN RESOURCE

The company is deeply indebted to all its employees at all levels for
the manner in which they have managed all the various activities may it be in production,
marketing, sales, finance, administration etc during the year.
Relations between management and employees at all levels including the
union remain cordial and pro-active and continuous improvement in productivity and
processes at all functions has been a continuing process.

23. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company
having net worth of rupees five hundred crore or more, or turnover of rupees one thousand
crore or more or a net profit of rupees five crore or more during any financial year shall
constitute a Corporate Social Responsibility (CSR) Committee of the Board. The details
pertaining to composition of Corporate Social Responsibility (CSR) Committee are included
in Corporate Governance report, which forms part of this Report. During the year
under review, the Corporate Social Responsibility is applicable to the Company. The
details are provided in Annexure F to the Directors Report 

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under
Companies Act, 2013, Regulation 34(2) (e)read with Schedule-V of Securities and Exchange
Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015
(LODR) is given in this Annual Report for the year under review. 

25. AUDITORS
Statutory Auditors and Statutory Audit Report

Pursuant to the provisions of section 139 of the Companies Act, 2013,
the members at the Annual General Meeting of the Company held on 12th August,
2022 appointed Mukund M. Chitale & Co., Chartered Accountants (Firm registration no
106655W), as statutory auditors of the Company from the conclusion of Seventy Eighth
Annual General Meeting till the conclusion of Eighty Third Annual General Meeting to be
held in the year 2027 covering second term of five consecutive years. 
The Statutory Auditors M/s. Mukund M. Chitale & Co., Chartered
Accountants have issued their reports on Standalone & Consolidated Financial
Statements for the financial year 2024-2025. 
The statutory audit report for the year 2024-2025 does not contain any
qualification, reservation or adverse remark or disclaimer made by statutory auditor.
No frauds have been reported by the Statutory Auditors during the
financial year 2024-2025 pursuant to the provisions of Section 143(12) of the Companies
Act, 2013.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the
recommendation of the Audit Committee, appointed M/s. V. J. Talati & Co. at a
remuneration of Rs. 65,000/- (Rupees Sixty Five Thousand Only) plus taxes as applicable
and re-imbursement of out of pocket expenses as may be incurred for conducting the Cost
Audit for the financial year 2025-2026. 
In terms of the provisions of Section 148(3) of the Companies Act, 2013
read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditor is required to be ratified by the Members of the
Company. Accordingly, a resolution seeking Members ratification for the remuneration
payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General
Meeting.
Maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, is required by the
Company and accordingly such accounts and records are made and maintained. The Company has
filed the Cost Audit Report for the financial year ended 31st March, 2024. The
Cost Audit Report for the financial year ended 31st March, 2025 will be filed
in due course.

Secretarial Auditors and Secretarial Audit Report

M/s. D. S. Momaya & Co. LLP., Practicing Company Secretaries, were
appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of
records and documents of the Company for financial year ended 31st March, 2025.
Secretarial Audit Report is provided in Annexure-B to this Report.
Further, as per Regulation 24A (1) of the Listing Regulations, the
Company may appoint an individual for not more than one term of five consecutive years and
a Secretarial Audit Firm for not more than two terms of five consecutive years as
Secretarial Auditors of the Company with the approval of its shareholders in its Annual
General Meeting. In view of the same, your Directors, on the recommendation of the Audit
Committee appointed M/s. D. S. Momaya & Co. LLP., Practicing Company Secretaries, for
the first term of five consecutive years to carry out the Secretarial Audit of the Company
from financial year 2025-26 upto financial year 2029-30 and to fix their remuneration.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2024-25 for
all the applicable compliances as per Listing Regulations and Circulars/Guidelines issued
by SEBI from time to time. The Annual Secretarial Compliance Report for abovesaid
financial year shall be submitted to the stock exchanges within prescribed time limit as
per Listing Regulations.

26. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of
Secretarial Standards 1 and 2.

27. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of the erstwhile provisions of Section 205C of the Companies
Act, 1956, the Company had transferred Unpaid or Unclaimed dividend and interest thereon
which remained unclaimed or unpaid for a period of 7 years from the date it become due for
payment to the Investors Education & Protection Fund (IEPF) established by the Central
Government. The list of Unclaimed Dividend transferred to IEPF is uploaded on
Company's website at www.batliboi.com. As on 31st March, 2025, the Company
do not have any unpaid dividend due to be transferred to Investor Education and Protection
Fund.
Thus, any claimant of dividend transferred above shall be entitled to
claim the dividend from Investor Education and Protection Fund (IEPF) in accordance with
such rules, procedure and submission of documents as prescribed by the Central Government
in this regard. 

28. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology, absorption and
foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014 are given in the ‘Annexure C'
forming part of this Report.

29. LISTING

For the Year ended March 31, 2025, 3,43,09,884 Equity Shares are listed
on BSE Limited, Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 (Scrip
Code: 522004) and the Company has paid the Annual listing fees for the financial year
2025-2026. 

30. SAFETY AUDIT

As per the Company's practice, safety audit is conducted once in a
year. Accordingly, Safety Audit was conducted by an Independent Consultant.

31. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to
build a work culture that promotes dignity of all employees. As required under the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressel) Act, 2013, and Rules framed there under, the Company has implemented a policy
on prevention, prohibition and redressel of Sexual harassment of Women at workplace. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.
Accordingly, an Internal Complaint Committee has been formed and the policy on
‘Anti-Sexual Harassment' is posted on the website of the Company at
www.batliboi.com.
Matters handled by Internal Complaint Committee during the year
2024-2025, are as follows:-
Number of complaints on sexual harassment received during the year: NIL
Number of complaints disposed off during the year: N.A.
Number of cases pending for more than 90 days: N.A.
Nature of action taken by the Employer: N.A.
Number of Workshops: NIL

32. ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended 31st
March, 2025, shall be filed within 60 days of ensuing Annual General Meeting and will be
available on the website of the Company at www.batliboi.com
The Company has placed a copy of annual return of the financial year
2023-2024 on its website at www. batliboi.com

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the
regulators or courts or tribunals affecting the going concern status and the
Company's operations in future. 

34. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, in respect of the employees of the Company are annexed to this report as
‘Annexure D'. 
In terms of provisions of Section 197(12) of the Companies Act, 2013
read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of
the limits set out in the said Rules. Statement showing the names of the top ten employees
in terms of remuneration drawn is annexed to this report as ‘Annexure E'.

35. INTERNAL FINANCIAL CONTROL

The Audit Committee has established and maintained an effective
Internal Control over financial reporting. Standard operating practices have been laid
down and are being followed. The criterion is also being audited and management has taken
effective steps to ensure adequate control over financial reporting.

36. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner. In line with
corporate best practices, your Company assesses the risks in the internal and external
environment which will monitor, evaluate and execute all mitigation actions in this
regards and takes all measures necessary to effectively deal with incidences of risk.
Adequate risk management framework capable of addressing the risks is in place.

37. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR
There is no material change and commitment during the year.

38. UPDATES ON MERGER/AMALGAMATION 
The Board of Directors at their Meeting held on March 11, 2024 had
approved Scheme of Amalgamation under section 232 read with section 230 and other
applicable provisions of the Companies Act, 2013 and rules and regulations made thereunder
for amalgamation of Batliboi Environmental Engineering Limited (‘BEEL' or
‘the Transferor Company') with and into Batliboi Limited (‘the Transferee
Company') and their respective shareholders.
During the year the Hon'ble National Company Law Tribunal
(‘NCLT') Mumbai Bench, vide its Order dated March 24, 2025 ("Order")
has approved the Scheme. 

39. OTHER DISCLOSURES 

i. No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable; and 
ii. The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof,
is not applicable. 

iii Reporting of Frauds

There was no instance of fraud during the year under review, which
required the Statutory Auditors and/ or Secretarial Auditors to report to the Audit
Committee, Board and/or Central Government under Section 143(12) of the Companies Act,
2013 and Rules framed thereunder. 

iv Insurance

The Company takes a very pragmatic approach towards insurance. Adequate
cover has been taken for all movable and immovable assets for various types of risks. 

v Industrial Relations/Personnel

Your Company is committed to upholding its excellent reputation in the
field of Industrial relations. Through continuous efforts, the Company invests and
improvises development programmes for its employees.

40. 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) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) they 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 year ended 2025; 
c) they have taken proper and sufficient care, to the best of their
knowledge and ability, 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) they have prepared the Annual Accounts on a going concern basis;
e) that proper internal financial controls were in place and that such
internal financial controls were adequate and were operating effectively; they have
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating efficiently.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
efficiently.

41. CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute
"forward-looking statements". These forward looking statements are subject to a
number of risks, uncertainties and other factors which could cause actual results to
differ materially from those suggested by forward looking statements. Important factors
that could influence the Company's operation can be affected by global and domestic
demand and supply conditions affecting selling prices of finished goods, input
availability and prices, changes in government regulations, tax laws, economic
developments in India and in countries in which the Company conducts business, litigation,
industrial relations and other incidental factors.

42. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express and place on record
their appreciation for the continued support, cooperation, trust and assistance extended
by shareholders, employees, customers, principals, vendors, agents, bankers, financial
institutions, suppliers, distributors and other stakeholders of the Company.

For and on behalf of the Board of Directors


  

    
Place: Mumbai
    
Nirmal Bhogilal
    
Sanjiv Joshi
  
  

    
Date: 23.05.2025
    
Chairman
    
Managing Director
  
  

    

    
(DIN: 00173168)
    
(DIN: 08938810)