DIRECTORS' REPORT

Your Directors take pleasure in presenting the 82^nd Annual Report together with the Audited Accounts for the
financial year ended 31^st March, 2026.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

2. REVIEW OF OPERATIONS AND OUTLOOK

The Loss before tax on standalone basis for March 31,2026 is Rs. (648.48) lakhs and the profit before tax for
March 31,2025 was Rs. 680.46 lakhs and the profit before tax on consolidated basis for March 31,2026 is Rs.
782.32 lakhs and March 31,2025 was 1,817.37 lakhs.

Therefore during the year, the loss after tax and Other Comprehensive Income (OCI) on standalone basis was
Rs. 464.77 lakhs and on a consolidated basis the profit after tax and Other Comprehensive Income (OCI) was
Rs. 789.18 lakhs for year ended March 31,2026.

The exceptional items mainly comprised of a non-cash charge due to the introduction of the New Labour Code

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 on 6,92,480 preference shares of Rs. 100/- each and 8 % i.e Rs. 8 per
preference share on 2,70,000 preference shares of Rs. 100/- each for the financial year ended March 31,2026
subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

4. TRANSFER TO RESERVE

The Loss for the Year on Standalone basis of Rs. 516.49 Lakhs is debited to Retained Earnings.

The Profit for the Year on Consolidated basis of Rs. 567.80 Lakhs is credited to Retained Earnings.

5. SHARE CAPITAL

As on 31^st March, 2026, the Company is having an Authorized share capital of Rs. 40.08 crores comprising
of 8,01,70,400 Equity Shares of Rs. 5 each and 6,92,480 1% Preference shares of Rs. 100 each and 8%
400000 Preference shares of Rs. 100/- each. The Issued, Subscribed and Paid-Up Equity Share Capital of
the Company as on 31^st March, 2026 isRs. 23.56 Crores and the Issued, Subscribed and Paid-Up 1% 692480
Preference Share Capital of the Company is Rs. 6.92 Crores and 8% Preference Share Capital is Rs. 2.70
crores.

During the year under review, the Company on 24^th June, 2025 had allotted 1,26,81,963 equity shares of Rs.
5/- each and on 23^rd March, 2026 had allotted 8% 2,70,000 preference Share capital of Rs. 100/- each to the
equity and preference shareholders of Amalgamating Company as per Order passed by Hon’ble National
Company Law Tribunal (“NCLT”) on March 24, 2025 sanctioning the Scheme of Amalgamation for merger of
Batliboi Environmental Engineering Limited (‘BEEL’) with and into the Company.

During the year the Company on 11^th February, 2026 had allotted 1,40,663 shares of face value of Rs. 5/-
each at an exercise price of Rs. 45/- each pursuant to the exercise of options by eligible employees under
Employee Stock Option Plan Scheme of the Company

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 31,2026 the total revenue was Rs. 125.99 crores as compared to previous year
which was Rs. 122.38 crores. The profit before tax for the year ended March 31,2026 was Rs. 13.15 crores
as compared to previous year which was Rs. 12.55 crores.

2) Bioconserve Renewables Envirotech Private Limited

Bioconserve Renewables incorporated last year in April, 2025 is engaged in the business of Water Effluent
Treatment Plant and Zero Liquid Discharge for industries.

During the year ended March 31,2026 the total revenue was Rs. 18.62 crores and profit before tax for the year
ended March 31,2026 was Rs. 2.34 crores.

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.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Companies Act, 2013, Mr. Sanjiv Joshi Managing Director (DIN: 08938810) 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. Kapil Arora was appointed as Chief Financial Officer w.e.f November 7,
2025 in place of Mr. Ghanshyam Chechani who had resigned from the post of Chief Financial Officer w.e.f
November 7, 2025.

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 11^th February, 2026 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 & COMMITTEES

A calendar of Meetings is prepared and circulated in advance to the Directors.

The details of Board and Committee Meetings held during the FY 2025-2026 as follows and also forms part of
Corporate Governance 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 13^th 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. The
Company is committed to upholding its excellent reputation in the field of Industrial relations

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
Annexure F to the Directors 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 12^th 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 2025-2026.

The statutory audit report for the year 2025-2026 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 2025-2026 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 31^st March, 2025.
The Cost Audit Report for the financial year ended 31^st March, 2026 will be filed in due course.

Secretarial Auditors and Secretarial Audit Report

M/s. D. S. Momaya & Co. LLP., Practicing Company Secretaries, were appointed at 81^st Annual General
Meeting held on 22^nd August, 2025 for a period of 5 years commencing on April 1, 2025 to March 31,2030
as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the
Company.

The Secretarial Auditors have issued the Secretarial Audit Report for Financial year 2025-2026 which is
provided in Annexure-B to this Report.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2025-26 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 above said financial year has been 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 31^st March, 2026, 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 31,2026, 4,71,32,510 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 2026-2027.

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 2025-2026, 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: NlL

32. ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended 31^st March, 2026, 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 2024-2025 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. MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions relating to Maternity Benefit Act, 1961 as may be amended
from time to time.

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.

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 2026;

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

Nirmal Bhogilal Sanjiv Joshi

Chairman Managing Director

(DIN: 00173168) (DIN: 08938810)

Place: Mumbai

Date: 20.05.2026