Your Directors take great pleasure in presenting their Twenty Ninth (29th) ANNUAL REPORT together with theAudited Standalone and Consolidated financial statements of your Company for the year ended 31st March, 2025.
The Financial Results of the Company for FY 2024-25 are summarized as under:
During the year under consideration, yourCompany has achieved revenue frommanufacturing operation of INR 65,938 millionsas compared to the revenue from operation ofINR 60,326 millions of previous year. Therebyregistering an increase of revenue by more than9.30%.
The Company earned Profit after Tax of INR 3,319millions for the financial period under review, asagainst the Profit after Tax of INR 2,805 millions
compared with the profitability of previousyear registering an overall increase of 18.33%which is quite significant from shareholderswealth creation. Your Company management isconfident of demonstrating stable growth in thecoming years.
The Management is very delighted to informthat, the Company earned very good orders andvarious new projects are in pipeline, which willdefinitely boost the performance of the Companyin near future. The Company is also setting up andrevamping facilities in Chennai and Rajasthan.
(Amt. in Millions)
Particulars
Standalone
Consolidated
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
Profit/(Loss) Before Tax
3,575.31
3,759.79
Less: Tax Expenses
Current Tax
927.30
776.00
Deferred Tax
(78.58)
(173.27)
Excess/(Short)provision Income Tax
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)
Net profit after Tax
3,318.79
2,804.59
3,548.47
2,989.07
Balance carried forward to Balance Sheet
Earnings Per Share (EPS) Basic/Diluted (INR)
5.11
4.54
5.46
4.82
Considering the growth in government initiativesand encouragement in implementation ofenvironment supportive policies in electronicvehicle business, the Company is exploring newbusiness ideas in EV business, identifying thefavorable conditions for the growth it surly be agame changer in coming days.
Your Directors are pleased to inform you that inthe beginning of FY 2025-26, the Company raised21500 millions in Initial Public Offering (“IPO”),as per the object of the offer 75% of the IPOproceeds was used for payment, pre payment ofcertain debts of the Company and whereas 25%was retained for General and Corporate Purposes(“GCP”) and the equity shares of the Companylisted on NSE and BSE (the “Exchanges”) on 28thMay, 2025.
During the year under review, there is no changein the nature of business of the Company.
The Board of Directors of the Company,considering the Company's future project andbusiness expansions, has decided to recommendfinal dividend of 11 %, which is INR 0.55 per sharefor FY 2024-25 subject to approval of the Membersin ensuing Annual General Meeting.
The Board of Directors of the Company hasapproved and adopted Policy on Distribution ofDividend in compliance of with Regulation 43Aof Securities and Exchange Board of India (ListingObligations and Disclosure Requirements)Regulations, 2015 (“Listing Regulations”). ThePolicy on Distribution of Dividend sets out theparameters and circumstances that will be takeninto account by the Board in determining whetheror not to distribute dividend to its shareholders,the quantum of profits and/ or retained profitsearned by the Company to be distributed asdividend. The Policy is available on the websiteof the Company at https://belriseindustries.com/assets/site/docs/BIL Policv%20for%20Dividend%20Distribution.pdf
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:
In view of the further growth plan and plannedinvestments of the Company, Your Directorshave decided to transfer INR 3,318.79 million ofProfit after Tax of the year under review for futureexpansion and propose to transfer to the GeneralReserves of the Company.
During the period under review, the Companyhas issued and allotted 22,000 unlisted, unrated,secured, non-convertible debenture having aface value of INR 100,000/- (Indian Rupees OneHundred Thousand only) each of theaggregate value up to INR 2,200,000,000/-(Indian Rupee Two Billion Two HundredMillion 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:
Paid-up Share Capital:
The Hong Kong and Shanghai Banking Corporation Limited, Gift City Branch, on private placement basis inaccordance with the terms and conditions as set out in the private placement offer cum application letter inform 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 ofinterest and principle
Date of actualpayment of interest
Interest paidup to
INE894V07060
Unlisted NCDs
24th March, 2027
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, 2024and 23rd December, 2024 respectively and same has been redeemed as under:
Due date of paymentof interest andprinciple
Date of actualpayment of interestand principle
Interest paid up to
INE894V07045Scrip: 973411
Tranche 3 NCDs
29th August, 2024
INE894V07052Scrip: 973678
Tranche 4 NCDs
23rd December, 2024
During the period under review, the Company has fully redeemed tranche 3 and tranche 4 NCDs as perredemption date and accordingly the Company has been unlisted debt Company.
8. MATERIAL CHANGES AND COMMITMENTSAFFECTING THE FINANCIAL POSITION OF THECOMPANY:
During the period under review the Companyhas signed Share Purchase Agreement (“SPA”)dated 03rd March, 2025 with H-One India PrivateLimited and H-One Company Limited, Japan foracquisition of 99.99% of the paid-up share capitalof H-One India Private Limited.
Further, the Company has signed an amendedand a restated Share Purchase Agreement(“SPA”) dated 27th March, 2025 with H-One IndiaPrivate Limited and H-One Company Limited,Japan for acquisition of H-One India PrivateLimited to be acquired in two tranches.
The Company has successfully concludedacquisition of 23,52,26,155 number of equityshares of H One India Private Limited of face valueof INR 10 each amounting to 93.37% of the equitycapital as on 28th March, 2025 and same stands at31st March, 2025. Accordingly, H-One India PrivateLimited has been a subsidiary Company of theCompany w.e.f. 28th March, 2025.
Further, the Company has acquired thebalance 1,66,91,010 equity shares representing
6.63% percent acquired on 30th June, 2025 andconsequently H-One India Private Limited hasbecome wholly owned subsidiary on 30th June,2025.
Further, the Board of Directors of the Companyand H One India Private Limited has given inprincipal approval for the amalgamation of HOne India Private Limited with the Company.
9. DIRECTORS/KEY MANAGERIAL PERSONNEL:
a. Reappointment of Mr. Dilip BindumadhavHuddar as Non-Executive IndependentDirector of the Company:
Mr. Dilip Bindumadhav Huddar (DIN:07608615) was appointed as Director (Non¬Executive Independent) of the Companyw.e.f. 22nd June, 2019 (original appointmentdate), who's term of 5 years was completed,and based on the recommendation of theNomination and Remuneration Committeeof the Company in their meeting held on 14thAugus, 2024 proposed reappointment of Mr.Dilip Bindumadhav Huddar (DIN: 07608615)as Non-Executive Independent Director forsecond 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
8
Dr. Milind Prahlad Kamble
9
Mrs. Sangeeta Singh
Non-executive Independent Director(Appointed w.e.f. 07th October, 2024)
by the members in their 28th Annual GeneralMeeting held on 30th September, 2024 until29th September, 2029.
b. Appointment of Non-Executive IndependentDirector:
The Board of Directors of the Companyhas appointed Mrs. Sangeeta Singh (DIN10593952) as Additional Non-ExecutiveIndependent Director of the Companyin their meeting held on 07th October,2024 based on the recommendation ofNomination and Remuneration committeeof the board of directors of the Company intheir meeting held on 07th October, 2024.
Further, the members of the Companyhas regularized her appointment in theirExtra Ordinary General Meeting held on 18thNovember, 2024.
c. Cessation of term of Non-ExecutiveIndependent Director:
Mr. Anant Ramkrishna Sathe (DIN:00154924)Non-Executive Independent Directorof the Company has completed his twoconsecutive terms as independent Directorof the Company on 25th January, 2025.
The Board acknowledges the contribution,services and efforts rendered and guidanceprovided by Mr. Anant Ramkrishna Satheduring his tenure as a non-executiveIndependent Director of the Company
10. A STATEMENT ON DECLARATION GIVEN BYINDEPENDENT DIRECTORS:
The Company has received declarations, undersection 149(7) of the Companies Act 2013, from itsIndependent Directors that he/they meets/meetthe criteria of Independence laid down in Section149(6) of the Act.
In the opinion of the Board, the IndependentDirectors possess requisite expertise, integrity andexperience (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 mixof Executive, Non-executive and IndependentDirector with right mix of expertise, experiencefrom 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 aregiven in the "Corporate Governance Report Annexure V” and forms part of this Annual Report. The interveninggap 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 possessthe requisite integrity, expertise and experience (including proficiency) required to effectively discharge theirduties 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 theCompanies (Accounts) Rules, 2014, During the year under review, the Board appointed Ms. Sangeeta Singhas a Non-Executive Independent Director of the Company. The Board further confirms that in its opinion, theintegrity, expertise and experience (including proficiency) of Ms. Sangeeta Singh is commensurate with therole and responsibilities of an Independent Director.
12. AUDIT COMMITTEE:
The Company has a duly constituted and reconstituted Audit Committee. The composition of the AuditCommittee 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:
Name of Member
Designation inCommittee
Designation in Board
1.
Chairman
Non-Executive Independent Directorw.e.f 13th February, 2025
2.
Member
Non-Executive Independent Director
3.
Non-Executive Non -IndependentDirector
4.
Non-Executive Independent Director upto 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 formspart of this Annual Report.
13. NOMINATION AND REMUNERATION COMMITTEE:
The Company has a duly constituted and reconstituted Nomination and Remuneration Committeecomprising proper mix of Non-executive and Independent Directors. The composition of the Nominationand Remuneration Committee of the Company for FY 2024-25 is as under:
Dr. Milind Pralhad Kamble
Non-executive Independent Directorw.e.f. 13th February, 2025
Non-executive Independent Director upto 25th January, 20251
was subsequently adopted by it and is being implemented by the Company. The content of CSR Policy ofthe 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 ResponsibilityCommittee:
During the year under review, the Members ofCorporate Social Responsibility Committee ofBoard of Directors has met 3 times during thereporting Financial Year the details is given in the"Corporate Governance Report” and forms part ofthis Annual Report.
During the year, the Company had from timeto time identified suitable schemes/projects/programs in accordance with the CSR Policy andthe details of such CSR programs and amountspent thereon is placed on Company's websiteat https://belriseindustries.com/assets/site/docs/
BII__Corporate%20Social%20Responsibility%20
Policv.pdf.
The Company has spent an amount of INR 62.02millions out of the total post set off CSR obligationof INR 61.86 millions for FY 2024-25. The totalexcess CSR spent during the years was INR 0.16millions. The Annual Report on CSR Activities forFY 2024-25 is annexed as Annexure - II to thisReport.
15. BANKING AND FINANCE COMMITTEE:
To ease out the Banking and finance relatedworking of the Company, the Board of Directorsof the Company have a "Banking and FinanceCommittee”. The Committee looks into the dayto day issues related to Banking and Financialmatters including but not limited to acceptanceof the sanction letters, authorization to purchaseany property, change in operations in the variousbank accounts, investments, etc.
Chairperson
Whole-Time Director
Non-Executive Independent Director w.e.f.13th February,2025
Non-Executive Non-Independent Director
Non-Executive Independent Director until25th January, 2025*
The Composition of the Banking and Finance Committee is given as under
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 13times during the reporting Financial Year the details is given in the "Corporate Governance Report” and formspart of this Annual Report.
16. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has constituted the Stakeholders Relationship Committee on dated 09th November, 2023 forbetter 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:
Non-executive Non-Independent Director
Non-executive Independent Directoruntil 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” andforms part of this Annual Report.
17. FUNDRAISING COMMITTEE:
The Company has constituted the Fund Raising Committee on dated 09th November, 2023 inter alia but notlimited to analyze different modes of fresh issuance of the equity shares (the “Equity Shares”) and otherfunds 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 16thNovember, 2025 has dissolved the Fund Raising Committee.
The Composition of the Fund Raising Committee was as under:
Mr. Swastid Shrikant Badve
Senior Management Personnel
Mr. Arun Kumar Mallik
Vice President Finance
Mr. Rahul Shashikant Ganu
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 16thNovember, 2024 to oversee the IPO activities of the Company. Post IPO and listing of the equity shares of theCompany, the Board of Directors of the Company in their meeting held on 2nd June, 2025 has dissolved theIPO Committee.
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 Committeefor better Corporate Governance in its meeting held on in their meeting held on 16th November, 2024and incompliance of with the Regulation 21 and other applicable provisions, if any of the Securities and ExchangeBoard 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 -
Non-Executive Independent Directorw.e.f 13th February,2025
Non-Executive Independent Directoruntil 25th January, 20252
Dr. Girish kumar Ahuja
Mr. Milind Pralhad Kamble
Non-Executive Independent Directoruntil 25th January, 2025*
* Cessation on completion of two termsMeetings of Committee of Independent Directors:
During the year under review, the committee of Independent Directors was not met.
During the year under review, as per Schedule IV of the Companies Act, 2013 the independent Directorsconducted the sole separate meeting of the Independent Directors was held on 14th February, 2025. Thedetails of the meeting and attendance are given below:
Date of Independent Director Meetings
14th February, 2025
Yes
In compliance with the provisions of Section178 of the Companies Act, Nomination andRemuneration Policy (“NR Policy”) of theCompany, inter alia, specifies that the Board willconduct performance evaluation of the Board asa whole and its Committees and the individualDirectors.
Performance evaluation of Directors shall be doneby the entire Board (excluding the director beingevaluated). The Nomination and RemunerationCommittee shall continue to be responsible forimplementation of the methodology followedby the Company in this regard. The NR Policy ofthe Company is hosted on Company's websiteat https://belriseindustries.com/assets/site/docs/
BII__Nomination%20and%20Remuneration%20
Policy.pdf
Performance of the Board is evaluated afterseeking inputs from all the directors on thebasis of criteria such as board composition andstructure, effectiveness of board processes,information and functioning, its contributionin effective management of the Company, etc.Based on the assessment, observations on theperformance of the Board are discussed andkey action areas for the Board, Committees andDirectors are noted. During the period underreview, the annual performance evaluation of theBoard, its Committees and individual Directorsfor the financial year ended 31st March, 2025was conducted by the Board. The IndependentDirectors carried out annual performanceevaluation of the non-independent directorsand the Board as a whole. The Chairman ofthe respective Committees shared the reporton evaluation with the respective Committee
members. The performance of each Committeewas evaluated by the Board, based on the reportof evaluation received from the respectiveCommittees. A consolidated report was sharedwith the Chairman of the Board Meeting held on14th February, 2025 for his review and feedbackwas given to each Director.
Pursuant to Section 134(5) of the Companies Act,2013, Directors confirm that
(i) in the preparation of the annual accountsfor the year ended 31st March, 2025, theapplicable accounting standards have beenfollowed along with proper explanationrelating to material departures;
(ii) the directors have selected such accountingpolicies and applied them consistently andmade judgments and estimates that arereasonable and prudent so as to give a trueand fair view of the state of affairs of theCompany at the end of the financial year andof the profit and loss of the Company for thatperiod;
(iii) the directors have taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with theprovisions of this Act for safeguarding theassets of the Company and for preventingand detecting fraud and other irregularities;
(iv) the directors have prepared the annualaccounts on a going concern basis;
(v) the directors have laid down internal financialcontrols to be followed by the Company andsuch internal financial controls are adequateand operating effectively; and
(vi) the directors have devised proper systemsto ensure compliance with the provisions ofall applicable laws and that such systems areadequate and operating effectively
The Board of Directors, based on therecommendation of the Audit Committeeand post approval of shareholders of the
Company, had re-appointed M/s. GSA &Associates LLP, Chartered Accountants, (Firmregistration number 000257N/N500339) asthe Statutory Auditors of the Company for asecond term of 5 years, from the conclusionof the 25th Annual General Meeting of theCompany held on 17th September, 2021,till the conclusion of 30th Annual GeneralMeeting, to be held in 2026.
Pursuant to the provisions of section 204 ofthe Companies Act, 2013 and the Companies(Appointment and Remuneration ofManagerial Personnel) Rules, 2014, theCompany has appointed M/s. Makarand Lele& Co., Practicing Company Secretaries, (Pune)duly represented by Mr. Makarand Lele, (ICSIregistration Number: FCS 3453 and COP No.:2074) to undertake the Secretarial Audit ofthe Company.
In terms of provisions of sub-section 1 ofSection 204 of the Companies Act, 2013, theCompany has obtained the Secretarial AuditReport by the Secretarial Auditor in Form MR3 for the period under review and annexed itto this Report.
Further, pursuant to the provisions ofRegulation 24A of the Securities andExchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations,2015 (“SEBI Listing Regulations”) andprovisions of Section 204 of the Act andRule 9 of the Companies (Appointment andRemuneration of Managerial Personnel)Rules, 2014 (“Rules”), the Audit Committeeand the Board of Directors at theirrespective meetings held on 11th August,2025, have approved and recommendedthe appointment of M/s Makarand Lele &Co (FRN. P2025MH104000, Peer Review No.6616/2025), a Practicing Company Secretaryas the Secretarial Auditor.
Pursuant to the provisions of Section 148 ofthe Companies Act, 2013, the Companies(Cost Records and Audit) Rules, 2014, theCompanies (Audit and Auditors) Rules, 2014(including amendments thereto from time
to time) and such other provisions as maybe applicable, M/s. Rajput & Associates, costAccountant (Registration no. M- 103903) beand is hereby appointed as cost Auditor ofthe Company for FY 2025-26, to undertakeaudit of its cost accounting records.
25. EXPLANATIONS OR COMMENTS BY THEBOARD ON QUALIFICATIONS, RESERVATIONSOR ADVERSE REMARKS OR DISCLAIMER INAUDITOR'S REPORT:
Management's Response to Remarks/Qualifications of Statutory and SecretarialAuditor
The remarks and qualifications issued by theStatutory Auditor and the Secretarial Auditorare self-explanatory. For ease of reference, theexplanations are provided below:
Delay in submission of Financial Results(Regulation 52(1) & (2) of SEBI LODR Regulations,2015)
The Audited Financial Statements for thequarter and year ended 31st March, 2024 and theUnaudited Financial Statements for the quarterended 30th September, 2024 were delayed due toadjournment of the Board Meeting on account ofinsufficient quorum.
Further, in view of the Company's DRHP filingin November 2024, there was also a delay in theapproval and submission of unaudited financialresults 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 5thJune, 2024 was not filed since no agenda itemsrequiring 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) ofSEBI PIT Regulations, 2015)
The filing of the SDD Compliance Certificate forthe quarter ended 30th June, 2024 was delayed byone (1) day due to inadvertence.
The Company has strengthened internalprocesses and shall ensure timely compliance inthe future.
Delay in Registration / Modification of Charges(Section 77 of the Companies Act, 2013)
The registration / modification of charges relatingto certain bank facilities is pending on accountof completion of security creation and otherdocumentation formalities.
The Company assures that the delay does notprejudice the interests of the charge holders,shareholders, or creditors.
Delay in filing of Form MGT-14 (Section 117 of theCompanies Act, 2013)
The filing of Form MGT-14 in respect of the SpecialResolution passed at the Extra-Ordinary GeneralMeeting held on 6th June, 2024 was inadvertentlydelayed and is now being complied with.
Loans and Advances under Section 185(2) of theCompanies Act, 2013
Certain loans and advances extended to a privatelimited company were, for a limited period, inexcess of the earlier approval limits. The revisedshareholder approval was duly obtained on 6thJune, 2024. The said advances were in the natureof routine reimbursements.
The Company has successfully undertaken anInitial Public Offering (IPO) of its equity sharesof face value of INR 5 each (the “Equity Shares”)amounting to INR 21,500 millions by way of a freshissue of Equity Shares (the “Fresh Issue”) and filedits draft red herring prospectus, subsequentlyfiled the red herring prospectus and prospectuswith the Registrar of Companies, Maharashtraat Mumbai, SEBI and relevant stock exchange(s)where the Equity Shares are proposed to be listed.The Company got listed on both the exchangeson 28th May, 2025. The Company IPO was receivedvery well by the investors community with theIPO oversubscribed almost 42 times overalland on retain 4.27 and 108 times on QualifiedInstitutional Investors (“QIB”) portion and 38.33times Non Institutional Investors(“NIIS”).
During the year under review, there were nofrauds reported by the auditors to the AuditCommittee or the Board under section 143(12) ofthe Companies Act, 2013.
Remarks
The steps taken or impact onconservation of energy
• Regular maintenance of electrical equipment.
• Setting up of Solar panels.
• Regular replacement & maintenance of machineryspare parts, etc.
• Use of variable frequency drive on motors whichsaves energy.
• Use of voltage control panels which reduceillumination costs.
• Use of CFL/LED instead of conventional lighting.
• Use of LPG heating instead of Electrical heating.
• Significant reduction in water consumption throughvarious projects.
• Installation of energy efficient pumps/motors,Equipment's, air dryers, exhaust blowers axial fans.
The steps taken by the Companyfor utilizing alternate sources ofenergy
The Company has its Wind Mill and is working on puttingmore sources for utilization of alternate Natural sourcesof Energy.
Installation of natural light transparent roof sheets.
The capital investment on energyconservation Equipment's
The Company is using one DG set.
(B) Technology absorption-
Efforts made for technologyAbsorption
Your Company possesses technical expertise whichhas been built over the years and works with emergingtechnologies, for its customers and in house projects, inthe areas of high performance computing.
Benefits derived
The above R & D activities have resulted in developmentof in-house expertise and proprietary rights. Besidesexpanding markets for its products and services, it hasalso enabled the Company to gain acceptance withtechnologically demanding customers.
Expenditure on Research &Development, if any
INR 75.87 million
Details of technology imported, ifany
-
Year of import
NA
6
Whether imported technologyfully absorbed
Areas where absorption ofimported technology has nottaken place, if any
The details relating to the foreign exchange earnings and outgo are as under-
Sr.
2024-25 Amount
2023-24 Amount
No.
(INR)
Foreign Exchange Earnings
285,980,647.99
995,712,045.00
Foreign Exchange Outgo
257,475,194.21
349,976,991.00
Information regarding loans, guarantees andinvestments covered under the provisions ofsection 186 of the Act, are detailed in Note No.19 of audited financial statements for the yearended on 31st March, 2025.
During the year under review the Company hasnot invited, accepted or renewed any depositswithin the meaning of Section 73 of the CompaniesAct, 2013 read with the Companies (Acceptanceof Deposits) Rules, 2014 and company does nothave any outstanding deposits falling within thepurview of section 73 to section 76 of the Act.
All Related Party Transactions entered duringthe year were carried in the Ordinary Course ofBusiness on Arm's Length basis. Accordingly, thedisclosure of Related Party Transactions to beprovided under section 134(3)(h) of the CompaniesAct, 2013 and the same has been annexed in formAOC- 2 as Annexure - I to this Board Report.
The Company has adequate internal financialcontrols over financial reporting on criteria basedon or considering the essential components ofinternal control stated in the Guidance Note onAudit of Internal Financial Controls over FinancialReporting issued by the Institute of CharteredAccountants of India with reference to theFinancial Statements commensurate with thesize, scale and complexity of operations and thenature of its business.
The members of the Audit Committee haveevaluated the effectiveness of internal financialcontrol systems of the Company pertaining tofinancial statements, reviewed major transactionsand no reportable material weaknesses in thedesign or operation were observed. The Companyhas established Internal Financial Controls andthe Statutory Auditors of the Company hasshown their satisfaction on the effectiveness onthe same.
A copy of the annual return as provided undersub-section (3) of section 92 of the CompaniesAct, 2013 (the "Act”), in the prescribed form, isbe hosted on the Company's website and canbe accessed at https://belriseindustries.com/investor-relation#annual-reports.
The Company has established a Vigil Mechanismfor directors and employees to report theirgenuine concerns and to provide adequatesafeguards against victimization of persons whouse such mechanism. During the period underconsideration, the Company has not received anycomplaints 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, 2014and Regulation 22 of the Listing Regulations andin accordance with the requirements of Securitiesand Exchange Board of India (Prohibition ofInsider Trading) Regulations, 2015, the Boardof Directors had approved the Policy on VigilMechanism/Whistle Blower and the same hasbeen hosted on the website of the Companyat https://belriseindustries.com/investor-
relation#corporate-governance.
As on 31st March, 2025 the Company has twosubsidiary(s) as under:
A. Badve Engineering Trading FZE, whollyowned subsidiary in Dubai, UAE
B. H-One India Private Limited, a 93.37 %subsidiary. Further, the Company hasbecome a wholly owned subsidiary on 30thJune, 2025.
There are no associate or Joint Venturecompanies within the meaning of Section 2(6)of the Companies Act, 2013 ("Act”). Further, therehas been no material change in the nature ofbusiness of the subsidiaries during FY 2024-25.The policy for determination of material subsidiaryis available on company's website at Company'swebsite at https://belriseindustries.com/assets/site/docs/Policv%20on%20Materalitv%20of%20RPT%20BELRISE%2015012024.pdf
The Report on the performance and financialposition 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 BadveEngineering Trading FZE and H-One IndiaPrivate Limited being subsidiary Companiesof the Company are available on Company'swebsite at https://belriseindustries.com/investor-relation#financial-results
Details as required under the provisions ofsection 197(12) of the Act, read with rule 5(1) ofCompanies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, as amended,containing, inter alia, ratio of remuneration ofdirectors to median remuneration of employees,median remuneration, % increase in the medianremuneration and number employees areannexed to this Report as Annexure-IV.
The percentage increase in the medianremuneration and details of top ten employeesin terms of the remuneration and employees in
receipt of remuneration as required under theprovisions of section 197(12) of the Act, read withrule 5(1), 5(2) and 5(3) of Companies (Appointmentand Remuneration of Managerial Personnel)Rules, 2014, as amended, which form part ofthe Directors” Report, will be made available toany shareholder on request, as per provisions ofsection 136(1) of the said Act.
The Company complied with the SecretarialStandards on Meetings of Board of Directors(SS-1) and General Meetings (SS-2).
Your Company is engaged and focused on singleactivity of 'auto components manufacture' and isa tier 1 supplier to the major Original EquipmentsManufacturer (OEMs).
Your Company has adopted a Code of Conductfor Prevention of Insider Trading with a view toregulate trading in securities by the Directorsand designated employees of the Company. TheCode requires pre-clearance for dealing in theCompany's shares and prohibits the purchaseor sale of Company shares by the Directors andthe designated employees while in possession ofUnpublished Price Sensitive Information (“UPSI”)in relation to the Company and during the periodwhen the Trading Window is closed. The Board isresponsible for implementation of the Code. AllBoard Directors and the designated employeeshave confirmed compliance with the Code.
The said Code of Conduct is available onCompany's website at https://belriseindustries.com/investor-relation.
As required by Regulation 34 read with Para Bof Schedule V of Securities and Exchange Boardof India (Listing Obligations and DisclosureRequirements) Regulations, 2015, your Companyhas prepared Management Discussion andAnalysis Report (“MDA”) is attached as a separatesection forming part of the Annual Report. TheMDA details on operations and a view on theoutlook for the current year and future.
The Business Responsibility and SustainabilityReport ofyour Company for FY 2024-25 as requiredunder Regulation 34(2)(f) of the Securities andExchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015is not applicable the Company given the yourCompany listed on 28th May, 2025.
Your Company has complied with all theapplicable environmental laws and labourlaws. Your Company has 17 operational plantsincluding its subsidiary(s). The Company hasbeen complying with the relevant laws and hasbeen taking all necessary measures to protect theenvironment and maximize worker protectionand safety.
During the period under review, the Company hasnot received any order passed by the Regulator orCourts or Tribunals are prohibitory.
During the year under review, no application wasmade nor any proceeding was pending under theInsolvency and Bankruptcy Code, 2016. However,in respect of a pending proceeding before NCLAT,the Company has entered into settlement in 20thAugust, 2024
During the year under review, the Company hasnot entered into any One Time Settlement withany Bank or Financial Institution and accordingly,the requirement to disclose valuation differencesdoes not arise.
43. DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013:
The Company has in place an Anti-SexualHarassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.The Policy is gender neutral.
Disclosures in relation to the Sexual Harassmentof Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013:
a. The number of sexual harassment complaintsreceived during the financial year : Nil
b. Number of such complaints disposed ofduring the financial year: N.A.
c. Number of complaints pending for a periodexceeding ninety days: Nil
44. STATEMENT BY THE COMPANY WITH RESPECTTO THE COMPLIANCE TO THE PROVISIONSRELATING TO THE MATERNITY BENEFITS ACT,1961.
During the period under review the Companyis in compliance with respect to the provisionsrelating to the Maternity Benefits Act, 1961.
45. DISCLOSURE UNDER REGULATION 53 OF THESEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2015 (“LISTINGREGULATIONS”):
a) The audited financial statements i.e. balancesheets, profit and loss accounts etc., bothstandalone and consolidated togetherwith the report of auditors thereon withunmodified opinion are included and givenat the end of this report.
b) The cash flow statement under the indirectmethod as prescribed in AccountingStandard-3/ Indian Accounting Standard7, mandated under Section 133 of theCompanies Act, 2013 read with relevant rulesframed thereunder or by the Institute ofChartered Accountants of India, is part of theabove audited financial statements.
c) The auditor's report with unmodified opinionis also being provided with the abovefinancial statements.
d) name of the debenture trustees and Registrar and Transfer Agent with full contact details is givenhereunder:
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 001Contact Person: Mr. Prasad TilveFmail: Prasad.Tilve@idbitrustee.comWebsite: www.idbitrustee.com
MUFG Intime India Private Limited
C 101, 247 Park, L.B.S Marg,
Vikhroli West, Mumbai, Maharashtra 400083Contact Person: Mr. Mahesh MasurkarFmail: rnt.helpdesk@inmpms.mufg.comWebsite: in.mpms.mufg.com
e) Related party disclosures as specified in Para A of Schedule V are being made in the Financial Statementsof the Company disclosures, as applicable, in related notes to accounts forming part of the financialstatements included in this report.
46. ACKNOWLEDGEMENT:
The Board of Directors of the Company acknowledges with gratitude the co-operation and assistance providedto your Company by its bankers, financial institutions, government and other agencies. Your Directors thankthe 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 employeesand workers of the Company, because of which, the Company has achieved impressive growth through thecompetence, hard work, solidarity and co-operation at all levels. The Board would like to place its sinceregratitude to its valued shareholders for their continued support to the Company and its trust and confidenceon the Board of Directors.
For and on Behalf of the Board of DirectorsFor Belrise Industries Limited
Sd/- Sd/-
Shrikant Shankar Badve Supriya Shrikant Badve
Managing director Whole Time Director
DIN: 00295505 DIN: 00366164
Date: 11th August, 2025Place: Pune
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 thisAnnual Report.
14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has constituted and reconstituted the Corporate Social Responsibility (“CSR”) Committee hadformulated and recommended a Corporate Social Responsibility Policy to the Board of the Company, which
Meetings of Risk Management Committee:
During the year under review, the Members of Risk Management Committee of Board of Directors met Onetime (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 constitutedCommittee 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 incidentalthereto.