Markets

Your Directors are pleased to present the 65^th Annual Report along with the Audited Financial Statements of your
Company for the financial year (“FY”) ended March 31, 2026 (“FY 2025-26/FY 2026”).

FINANCIAL HIGHLIGHTS

The Company's Financial Performance (Standalone & Consolidated) for the FY 2025-26 is summarised below;

PERFORMANCE HIGHLIGHTS

The Performance Highlights on a Standalone and
Consolidated basis for the FY 2025-26 of the Company are
as under:

STANDALONE BASIS

During the FY 2026, the gross turnover including other Income
on standalone basis of the Company was 748,604.14 Lacs.
The Profit before Interest, Depreciation and Tax (PBITDA) of
the Company was 76,026.6 in 2025-26. The EPS was 713.54
per share during the year under review.

The Net worth of the Company for FY 2025-26 was
739,278.01 Lacs.

CONSOLIDATED BASIS

The gross turnover including other Income on consolidated
basis of the Company was 753,653.67 Lacs. The Profit before
Interest, Depreciation and Tax (PBITDA) of the Company was
77261.59 Lacs in 2025-26 and the Earnings Per share was
718.03 per share during the year under review.

The Overall Performance was largely impacted by Q4, owing
to delays in order conversion and dispatches across certain

segments, along with volatile global trade conditions impacting
overall business sentiment, which affected revenues.

Largely impacted by lower export revenues from the Cotton
Ginning Machinery Segment (~60%oftotalrevenue), while the
domestic business registered healthy growth during the year.
The decline in export revenues alongwith largely unchanged
fixed costs affected overall profitability.

OPERATIONS

The Company continues to strengthen its diversification
strategy across multiple verticals, backed by a strong Revenue
CAGR of 36%. In FY26, revenue contribution from the
Infrastructure segment stood at 21%, Electrical Panels at 11%,
Heavy Engineering at 6% and Other Product Segments at 2%.
The Infrastructure business witnessed healthy momentum
during the year, registering 30%YoY growth.

In the Cotton Ginning Machinery Segment, the lower export
revenues was affected by customer site unpreparedness and
pending commercial clearances, resulting in dispatch delays
and deferred revenue recognition despite receipt of advances.

The Company continued its focus on capacity enhancement
in terms of manpower, land parcel, machineries and product
range. Significant efforts continued to be made in the

Research & Development department of the Company with an
intent to enhance product design, performance, quality and
operational efficiency, thereby maintaining a competitive edge
in the industry.

The overseas subsidiaries of the Company also continued
their operations and contributed towards reinforcing the
Company's international presence.

Going forward, the company expects improvement in
performance supported by improving market conditions and
better execution across business segments. Going forward,
the Company shall continue to focus on technological
advancement, capacity augmentation and market expansion
across its business segments and also reduction in the cost
and expenses to support sustainable growth and long-term
value creation and improved profitability.

DIVIDEND

Directors are pleased to recommend a Dividend @ 20 % i.e.
1/- per equity share having a Face Value of C5/- each as final
dividend for the FY 2026. The Payment of Dividend is subject
to the approval of shareholders at the ensuing Annual General
Meeting (AGM) of the Company.

The dividend, subject to its declaration, will be distributed
to shareholders whose names appear on the Register of
Members on September 16, 2026. Based on the total
number of Equity Shares of the Company, the dividend, if
approved would result in a cash outflow of 7208 Lacs.

Pursuant to the Finance Act, 2020, dividend income is taxable
in the hands of the shareholders effective from April 01, 2020
and the Company is required to deduct tax at source from
dividend paid to the Members at prescribed rates as per the
Income Tax Act, 1961.

The Register of Members and Share Transfer Books of the
Company will remain closed from September 17, 2026 to
September 23, 2026 (both days inclusive) for the purpose of
payment of dividend and AGM of FY 2025-26.

TRANSFER OF RESERVES

Out of the amount available for appropriations for the FY 2025¬
26, the Company has transferred 72,608.81 Lacs to its
General Reserves.

DEPOSITS

During the FY 2025-26, the Company did not invite or accept
any deposits within the meaning of Section 73 and 74 of the
Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014 (as amended).

SUBSIDIARIES OF THE COMPANY

The Board of Directors at its meeting held on May 27, 2026,
approved the Audited Standalone & Consolidated Financial

Statements for the FY 2025-26 which includes financial
information of all its subsidiaries, and forms part of this report.

The Consolidated Financial Statements of your Company
for the FY 2025-26, have been prepared in compliance with
applicable Indian Accounting Standards (Ind-AS) and SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015 (Listing Regulations). Pursuant to Section 129(3) of the
Act, a statement containing the salient features of the Financial
Statement of the subsidiary Companies is attached to the
Financial Statement in Form AOC-1 as Annexure-A.

In accordance with Section 136 of the Companies Act, 2013,
the Audited Financial Statements, including the Consolidated
Financial Statements and related information of the Company
and audited accounts of each of its subsidiaries, are available
on our website www.baiaingp.com. These documents will
also be available for inspection during business hours at the
registered office of the Company.

The Company has the following Wholly Owned
Foreign Subsidiaries:

1. Bajaj Coneagle LLC, Alabama, USA;

2. Bajaj Steel Industries (U) Ltd., Uganda

3. Bajaj Continental LTDA, Brazil; and

4. Bajaj Services LTDA, Brazil

The Company's wholly-owned foreign subsidiary, Bajaj Steel
Industries (U) Limited, Uganda, which was incorporated
for overseas expansion, had been incurring continuous losses
over the past few years. Considering its financial position,
operational challenges, and lack of commercial viability, the
Board of Directors in their meeting held on May 27, 2026,
determined that continuing its operations was no longer
financially feasible. The Board has approved and initiated
the process for the voluntary winding up/closure of the said
subsidiary, in compliance with the local laws of Uganda.

This closure does not have any material impact on the financial
operations of the Company.

MATERIAL SUBSIDIARY

The Company has no material subsidiary as per the thresholds
laid down under the Listing Regulations.

CREDIT RATING

During the year under review, the domestic rating
agency “CRISIL” has reviewed and reinstated the rating
of the Company's long term & short term facilities in the
below manner:

This reflects the Company's robust financial position and
operational efficiency.

MATERIAL CHANGES BETWEEN THE DATE OF
THE BOARD REPORT AND END OF FINANCIAL
YEAR

There are no other Material Changes or Commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company
to which the financial year ended 2026 relate and the date of
the report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no such change in the nature of business of the
Company during the reporting period.

AUDITORS

STATUTORY AUDITORS

M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur,
(FRN: 305123E), were appointed as Statutory Auditors of the
Company at the 61^st AGM to hold their office till the conclusion
of 66^th AGM of the Company and they have successfully
conducted Statutory Audit of the Financial Statements of the
Company for the FY ended 2025-26.

AUDITORS’ REPORT

The Auditor's Report for the FY 2025-26 on the financial
statements of the Company is attached to this Annual Report.
The notes on Financial Statements referred in the Annual
Report are self-explanatory and do not call for any further
comments. The Auditor's Report does not contain any
qualification, reservation or adverse remark.

COST AUDITOR

During the year under review, in accordance with Section
148(1) of the Companies Act, 2013, the Company has
maintained the cost records, as specified by the Central
Government. These cost records were audited by M/s Rakesh
Misra & Co., (Firm Reg. No. 000249), Cost Accountants,
Kanpur, for the FY 2025-26. The Cost Auditors' Report of
FY 2026 did not contain any qualifications, reservations,
adverse remarks or disclaimers and no frauds were reported
by the Cost Auditors to the Company under sub-section (12) of
Section 143 of the Act.

Further, pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit)
Rules, 2014 (as amended), the Board of Directors, on the
recommendation of the Audit Committee have re-appointed
M/s Rakesh Misra & Co., (Firm Reg. No. 000249), Cost
Accountants, Kanpur, as the Cost Auditor of the Company for

the Financial Year 2026-27. The remuneration payable to the
Cost Auditor is subject to ratification of Shareholders at the
ensuing AGM of the Company.

INTERNAL AUDITOR

The Internal Audit of the Company for the FY 2025-26 was
undertaken by the Internal Auditors M/s V.R. Inamdar &
Associates, Chartered Accountants, Nagpur. Further, there
were no adverse remarks or qualification received from the
Internal Auditors. The Internal Auditors reports directly to the
Audit Committee of the Company and the internal audit was
completed as per the scope defined by the said Committee
from time to time.

Further on the recommendation of the Audit Committee, M/s
V.R. Inamdar & Associates, Chartered Accountants, Nagpur,
have been re-appointed as Internal Auditors pursuant to the
provisions of Section 138 of the Companies Act, 2013 to carry
out the Internal Audit of the functions and activities of the
Company for the FY 2026-27.

SECRETARIAL AUDITOR

The Company had appointed M/s Siddharth Sipani &
Associates, Practicing Company Secretaries, Nagpur,
as Secretarial Auditors of the Company for a term of 5
consecutive years from FY 2025-26 to FY 2029-30, pursuant
to the provisions of Section 204 of the Act and Rules
made thereunder and Regulation 24A of the SEBI Listing
Regulations, 2015, as amended.

The Secretarial Audit Report in the prescribed Form MR-3 for
FY 2025-26 as furnished by M/s Siddharth Sipani & Associates
is annexed to this Report as Annexure-B.

The Secretarial Audit Report does not contain any observation,
qualification, reservation, adverse remark or disclaimer.

FRAUDS REPORTED BY AUDITOR

During the year under review, there were no instances of
frauds reported by the auditors to the Audit Committee or the
Board under Section 143(12) of the Act read with Rule 13 of
the Companies (Audit and Auditors) Rules, 2014.

INTERNAL FINANCIAL CONTROLS

The Company's internal control systems commensurate
with the nature of its business, the size and complexity of its
operations and such internal financial controls with reference
to the Financial Statements are adequate. These internal
financial controls, are operating effectively for ensuring the
accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

BUSINESS RISK MANAGEMENT

Business Risk Assessment procedures have been set in place
for self-assessment of business risks, operating controls and
compliance with Corporate Policies. The identified elements of
Risk and Risk Mitigation measures are periodically reviewed /
revised by the Board of Directors as and when the need arises.

SHARE CAPITAL

During the FY 2026, the paid-up Equity Share Capital was
71,040.00 Lacs. Further, during the year under review, the
Company did not issue any shares and grant stock options or
sweat equity shares to the employees

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has disclosed the details relating to the Loans,
Guarantees or Investments, as defined under Section 186
of the Companies Act, 2013, in the Notes to the Financial
Statement which forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and
the Listing Regulations, the Company has formulated a Policy
on the Materiality of Related Party Transaction (RPT) and dealing
thereof which is also available on the Company's website at
https://baiaingp.com/investor-relations/guidelines-code-policv/.

The Policy intends to ensure that proper reporting, approval
and disclosure processes are in place for all the transactions
between the Company and its Related Parties. All the RPTs
are placed before the Audit Committee for its approval, review
and ratification. Prior omnibus approval is obtained for RPTs
on a yearly basis for the transactions which are of repetitive
nature and/or entered in the ordinary course of business at
arm's length.

All the RPTs entered during the year were in ordinary course
of the business and at arm's length basis. No Material RPTs,
as per the materiality threshold adopted by the Board of
Directors, were entered during the year by the Company.
Accordingly, the disclosure of RPTs as required under Section
134(3)(h) of the Act, in Form AOC-2 is not applicable.

However, the particulars of all the RPTs in terms of IND AS 24
are forming part of the financial statements.

HUMAN RESOURCES AND INDUSTRIAL
RELATIONS

The Company understands that its ability to emerge as a
customer-centric organisation hinges completely on the
dedication and commitment of its human resources to
uphold the Company's values. Further, relationship with the
employees were cordial throughout the year.

During the year under review, the tenure of Shri Raja Iyer as
an Independent Director of the Company was completed on
September 26, 2025 and consequently, he ceased to be an
Independent Director of the Company upon completion of his
term. The Board places on record its sincere appreciation for
the valuable guidance, support and contribution made by him
during his association with the Company.

Further, with a view to strengthen the Board and to benefit
from his professional expertise and experience, the Board
had appointed Shri Mayank Bhandari as an Additional Non¬
Executive Independent Director of the Company with effect
from July 23, 2025, subject to the approval of the shareholders.
The shareholders of the Company approved and regularised
his appointment as an Independent Director at the 64^th Annual
General Meeting held on September 03, 2025 for a term of 2
consecutive years with effect from July 23, 2025 to July 22,
2027 and he shall not be liable to retire by rotation.

DECLARATION OF INDEPENDENCE BY
INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to
the Board indicating that they comply with all the requirements
that are stipulated in Section 149(6) of the Companies Act,
2013 and Regulation 16(1)(b) of SEBI Listing Regulations,
2015 so as to qualify themselves to act as Independent
Directors of the Company. Further, they have also declared
that they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an obiective
independent judgment and without any external influence.

The Independent Directors of the Company have complied
with the requirements of the provisions in relation to the
Independent Directors Databank as stated in the Companies
(Creation and Maintenance of Databank of Independent
Directors) Rules, 2019 and the Companies (Appointment and
Qualification of Directors) Rules, 2014 as amended from time
to time.

BOARD EVALUATION

During the year, annual performance evaluation of the Board
and Committees of the Board, individual Directors including
the Chairman of the Board, was carried out as per the criteria
and process approved by Nomination & Remuneration
Committee, which is in line with the SEBI Guidance Note on
Board Evaluation.

The Board discussed upon the performance evaluation
outcome and concluded that they were satisfied with the
overall performance of the Board and Committees and
Directors individually. The Board also assessed the fulfilment
of the independence criteria by the Independent Directors of
the Company and their independence from the management
as specified in the Listing Regulations.

The performance evaluation of the Non- Independent Directors
and the performance of the Board as a whole

was discussed at the separate meeting of the Independent
Directors as well.

ANNUAL RETURN

The Annual Return for the Financial Year 2026-27 as required
under Section 92(3) of the Companies Act, 2013 is available
on the website of the Company and can be accessed on the
Company's website at the linkhttps://baiaingp.com/investor-
relations/annual-report/.

CORPORATE GOVERNANCE REPORT

In accordance with Regulation 34 of the SEBI Listing
Regulations, 2015, a Report on Corporate Governance
along with the Auditors' Certificate confirming compliance is
attached and forms part of this Report.

A report of the Statutory Auditors of the Company confirming
the compliance of conditions of Corporate Governance as
required by SEBI Listing Regulations, 2015 is also obtained by
the Company and attached to this report.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR’)

As required under section 135 of the Companies Act, 2013,
the CSR Policy was formulated by the CSR Committee and
thereafter approved by the Board. CSR Policy is available
on the Company's website:https://baiaingp.com/investor-
relations/guidelines-code-policy/ The annual report on CSR
activities during the FY 2025 and other details required to be
given under section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules,
2014, are given in Annexure C-I and C-II forming part of
this Report.

BOARD MEETINGS

The Board of Directors met four (4) times during the year under
review. The details of board meetings and the attendance
of the Directors are provided in the Corporate Governance
Report, which forms part of this Annual Report.

BOARD COMMITTEES

The Board of Directors has following Committees: -

A detailed disclosure on the Board, its committees, its
composition, and brief terms of reference, number of board
and committee meetings held, and attendance of the directors
at each meeting is mentioned in the Report on Corporate
Governance which forms part of this Annual Report.

VIGIL MECHANISM

The Company has established a vigil mechanism pursuant
to the requirements of Section 177(9) of the Companies
Act, 2013 and Regulation 22 of the Listing Regulations. No
personnel have been denied access to the chairman of the
Audit Committee to report genuine concerns. Establishment
of vigil mechanism is hosted on the website of the Company
under the web link athttps://baiaingp.com/investor-relations/
guidelines-code-policv/.

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

Your Company believes in providing a safe and harassment
free workplace for each and every individual working for the
Company through various interventions and practices. It is
an endeavor of the Management to create and provide an
environment to all its employees that is free from discrimination
and harassment including sexual harassment.

The Company has also constituted Internal Complaints
Committees to consider and resolve the complaints related
to sexual harassment. Information regarding the same is also
provided in the Corporate Governance Report forming part of
Directors' Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis as prescribed
under Part B of Schedule V read with Regulation 34(3) of
the Listing Regulations is provided in a separate section and
forms part of this Report which includes the state of affairs of
the Company and there has been no change in the nature of
business of the Company during FY 2026.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are attached as Annexure ‘D' to
this Report.

The statement containing names of top ten employees in
terms of remuneration drawn and the particulars of employees
as required under Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. Further, in terms of the
first provision of Section 136(1) of the Act, the report and
the accounts are being sent to the members excluding the
aforesaid annexure. In terms of Section 136(1) of the Act, the
said annexure is open for inspection at the Registered Office
of the Company, any shareholder interested in obtaining a
copy of the same may write to the Company Secretary on
email id: cs_legal@bajajngp.com and will be made available to
any Member on his/her request.

TRANSFER OF UNCLAIMED AMOUNTS / SHARES
TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to Sections 124 and 125 of the Act read with the
Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”),
dividend, if not claimed for a period of seven years from the
date of transfer to Unpaid Dividend Account of the Company,
are liable to be transferred to IEPF.

Further, all the shares in respect of which dividend has
remained unclaimed for seven consecutive years or more from
the date of transfer to unpaid dividend account shall also be
transferred to IEPF Authority.

The Members who have a claim on above dividends and/or
shares are requested to follow the below process:

1. Submit self-attested copies of documents provided in
IEPF 5 helpkit, which is available on IEPF website (www.
iepf.gov.in) to the Company/ Registrar and Transfer Agent
(RTA).

2. After verification of the aforesaid documents submitted,
Company/RTA will issue an entitlement letter.

3. File Form IEPF-5 on IEPF website and send self-attested
copies of IEPF-5 form along with the acknowledgement
(SRN), Indemnity bond and entitlement letter to
Company/RTA.

4. On receipt of the physical documents mentioned above,
Company will submit e-Verification report, for further
processing by the IEPF Authority

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

As required under Section 134(m) of the Companies Act, 2013,
read with the Companies (Accounts) Rules 2014, information
relating to the foregoing matters is as under:

CONSERVATION OF ENERGY AND GREEN
TECHNOLOGY/ INITIATIVES

The Company has always been conscious of the need to
conserve energy in its manufacturing plants and to the
protect environment. Energy conservation is achieved through
optimised consumption of power and improvements in
energy productivity.

1. Replacement of all halogen type lights by LED lamps
across all the factory locations.

2. Variable Frequency Drive (VFD) installed in the maximum
lathe and hoist system.

3. Energy saving fans and office bulbs installed across
all the plants and offices to reduce the overall
energy consumption.

The Company has also adopted nature friendly activities
across all the manufacturing plants and offices. Further,
by adopting sustainable practices, we aim to minimise our
environmental impact and contribute to a greener future.

RESEARCH AND DEVELOPMENT (R&D)

The R&D Division of the Company has carried out various
research and development activities during FY 2026. The main
focus of the Division was on development of new products,
improvement of existing products and enhancement of
efficiency in cotton processing systems. The details are
as under:

a. Specific Areas in Which R&D Activities Were
Carried Out

1. Solid Fuel / Wood-Fired Humidification
System:-

Developed a Solid Fuel / Wood-Fired Humidification
System for cotton processing applications
with an obiective to provide an energy-efficient
humidification solution. The system is proposed to
be installed at one of the customer factory for field
trials and performance evaluation.

2. Seed Cotton Baler Machine:-

Developed a Seed Cotton Baler Machine which
was successfully tested during the year. Further
development activities were undertaken for
incorporation of an advanced Over-the-Edge
Wrapping Mechanism to enhance machine
performance and competitiveness.

3. Moisture Monitoring System:-

Developed a Moisture Monitoring System for cotton
ginning plants to monitor and control moisture levels
during the ginning process. The system utilises
Raw Cotton Moisture Sensors and Bale Moisture
Sensors and facilitates centralised monitoring
and automatic control of dryer and humidification
systems to maintain desired moisture levels.

4. Fire Detection System:-

Undertook research and development activities
for an in-process Fire Detection System for Saw
Gin projects. The study includes identification
of fire risks, evaluation of suitable sensors and
development of control logic for safety and
process protection.

b. Benefits derived as a Result of the Above R&D

• Development of improved cotton processing solutions
with enhanced efficiency and reliability.

• Improvement in raw cotton handling and
baling technologies.

• Development of advanced cotton testing solutions for
colour, MIC, length and strength measurement.

• Enhancement in automation, monitoring and process
control systems.

• Development of energy-efficient heating and
humidification solutions.

• Strengthening of the Company's product
portfolio through continuous innovation and
technology development.

c. Future Plan of Action

The R&D Division is planning to undertake initiatives for

the following new product development:

• Further development and commercialisation of Solid
Fuel / Wood-Fired Humidification System.

• Optimisation and commercialisation of Seed
Cotton Baler Machine with Over-the-Edge
Wrapping Technology.

• Improvement and accuracy enhancement of Bale
Moisture Sensor System.

TECHNOLOGY ABSORPTION

The Company manufactures the ginning machineries/
equipment in-house via the technology acquired from
Continental Eagle Corporation, USA. The Company has
technical collaboration with Central Institute for Research on
Cotton Technology (CIRCOT) and is currently developing new
products such as Dryers and Humidification Systems.

The Company is technological driven organisation that
continuously works on the technical front to make its products
more competent in the market. Under the able leadership and
guidance of Dr. M.K. Sharma, Whole Time Director & CEO of
the Company, various R&D activities are being undertaken to
develop the existing product line and to manufacture the new
ones to expand the Company's product portfolio.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange earned and used during the financial
year 2025-26

LISTING OF SHARES

The Equity Shares of the Company are listed on the
BSE Limited.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the
Regulators or Courts or Tribunals, Statutory and quasi-judicial
bodies, impacting the going concern status and Company's
operations in the future.

DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016, DURING THE
YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR:

No application has been made under the Insolvency and
Bankruptcy Code, 2016 and hence the disclosure is not
applicable to the Company for the period under review.

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
No such incident took place during the reporting year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with the applicable Secretarial
Standards as mandated by the Institute of Company
Secretaries of India (‘ICSI') to ensure compliance with all the
applicable provisions read together with the relevant circulars
issued by the Ministry of Corporate Affairs.

DIRECTOR’S RESPONSIBILITY STATEMENT

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

1. I n the preparation of Annual Accounts for the FY 2026,
the applicable accounting standards have been followed
along with proper explanation relating to material
departures and in compliance with the laws;

2. The Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the
Company for that year on that period;

3. The Directors have taken proper and sufficient care
towards the maintenance of adequate accounting
records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. Annual Accounts have been prepared on a going
concern basis;

5. I nternal financial controls were in place which were
adequate and were operating effectively; and

6. Proper systems to ensure compliance with the provisions
of all applicable laws were in place and such systems are
adequate and operating effectively.

CEO/CFO CERTIFICATION

The Chief Executive Officer (CEO) and the Chief Financial
Officer (CFO) have issued a certificate pursuant to the
provisions of Regulation 17 (8) of the Listing Regulations
certifying that the financial statements do not contain any
untrue statement and these statements represent a true and
fair view of the Company's affairs, which has been reviewed by
the Audit Committee and taken on record by the Board.

CAUTIONARY STATEMENT

It is to be noted that in accordance with relevant securities
laws and regulations, certain comments in the Management
Discussion and Analysis section may be regarded to be
“forward-looking statements” with respect to Company's
objectives, plans, estimates and expectations.

It is crucial to recognise that the actual results achieved may
significantly deviate from the expressed or implied statements.
Company's operations are subject to various influential
factors, including economic developments within the country,
industry-specific demand and supply conditions, fluctuations
in input prices, modifications in government regulations and
tax laws, as well as additional considerations such as litigation
and industrial relations.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the
Company's employees for their contribution towards the
Company's performance. The Directors would also like to
thank the members, employee unions, customers, dealers,
suppliers, bankers, governments and all other business
associates for their continuous support to the Company and
their confidence in its management.

FORAND ON
BEHALF OF THE BOARD

Date: August 10, 2026 OF BAJAJ STEEL

INDUSTRIES LIMITED

Place: Nagpur

ROHIT BAJAJ

CHAIRMAN & MANAGING DIRECTOR
DIN: 00511745