Bazel International Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 43^rd Annual Report of Bazel International Ltd. (“the Company”)
on the business and operations of the Company together with the Audited Financial Statements and Accounts
for the Financial Year ended 31^st March, 2025.

1. BACKGROUND

The Company is engaged as a (Non-Deposit Accepting), Non-Banking Finance Company (“NBFC”), Holding
Certificate of Registration (COR No. B-14.03332), issued by the Reserve Bank of India (“RBI”) dated 23^rd March,
2016.

KEY BUSINESS. FINANCIAL AND OPERATIONAL HIGHLIGHTS

2. STATE OF COMPANY''S AFFAIR

The company has sustained its commitment to the highest level of quality, best in class service management,
security practices and mature business continuity processes that have collectively helped achieve significant
milestones during the year. With the expected positive momentum in the Indian economy, the Company is
focused on growth and achieving profitability along with a renewed commitment to enhance quality and
customer service and to reduce costs. Innovations, investment and positive modifications are expected in the
near future, boosting the Company''s revenues. Together with forward looking strategy, the Company is also
focusing extensively on expanding the business and operational improvements through various strategic
projects for operational excellence and cost cutting initiatives.

3. FINANCIAL SUMMARY

The Audited Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual
Report, have been prepared in accordance with the applicable Indian Accounting Standard (hereinafter referred
to as “Ind AS”) prescribed under Section 133 of the Companies Act, 2013 (“the Act”) and other recognized
accounting practices and policies to the extent applicable. The Company''s performance during the financial year
under review as compared to the previous financial year is summarized below:

(Rs in hundred)

PARTICULARS	Standalone		Consolidated
	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Total Income	4,07,245.02	17,81,604.79	4,08,085.65	17,81,604.79
Less: Total Expenditure	2,30,957.21	17,34,793.71	3,18,422.32	17,34,793.71
Profit Before Exceptional, Tax & Extraordinary Item	1,76,287.81	46,811.08	89,663.33	46,811.07
Less: Extraordinary & Prior period items	-	-	-	-
Profit before tax	1,76,287.81	46,811.08	89,663.33	46,811.07

Tax Expenses:
Current Tax:	28,977.00	10,841.00	28,977.00	10,841.00
Earlier Year Tax	2,493.91	333.88	2503.91	333.88
Profit/ (Loss) from the period from continuing operations	1,44,545.87	35,547.20	101,142.00	35,547.19
Other Comprehensive Income	9,047.01	16,858.93	3,48,672.37	16,858.93
Total comprehensive income	1,53,592.88	52,406.13	4,49,814.36	16,858.93
Earnings Per Share	5.18	1.87	3.63	1.87

The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in
accordance with Indian Accounting Standards (“IND AS”) as notified under Sections 129 and 133 of the Companies
Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act
and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”)

4. OPERATIONAL PERFORMANCE

Standalone Performance

As at the end of the reporting period, Reserve and Surplus the Company was of Rs. 3,25,46,545/-, Other
Comprehensive Income is Rs. 9,04,701/- and Statutory Reserves is of Rs. 75,54,714/-.

The Company has earned profit during the year (i.e. 2024-2025) of Rs. 1,44,54,587/- as on 31st March 2025 as
compared to the profit earned during previous year (i.e. 2023-2024) of Rs. 35,54,720/- as on 31st March 2024

Consolidated Performance

As at the end of the reporting period, Reserve and Surplus the Company was of Rs. (5,40,05,500.55/-), Total
Comprehensive Income is Rs. 27,67,120.26/- and Statutory Reserves is of Rs. 75,54,714/-.

The company has earned profit during the year (i.e. 2024-2025) of Rs. 57,91,139.32/-as on 31st March 2025.

Detailed information on the operations of the Company and details on the state of affairs of the Company is
covered in Management Discussion and Analysis Report.

5. RESERVES AND PROVISIONS

Under section 45-IC of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required
to transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any
dividend. Accordingly, the Company has transferred a sum of Rs. 28,91,000/- /- to its reserve fund during the
year.

6. SHARE CAPITAL

During the year 2024-2025, the Company has its authorized and paid-up capital of the Company.

The Authorized Share Capital of the Company is Rs. 11,50,00,000 (Eleven Crore Fifty Lakhs Only) comprising:

(i) Rs. 8,00,00,000/- (Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakhs) Preference Shares of
Rs. 10/- each and,

(ii) Rs. 3,50,00,000/- (Rupees Three Crores Fifty Lakhs Only) divided into 35,00,000 (Thirty-Five Lakhs) Equity
Shares of Rs. 10/- each.

The Paid-up Capital of the Company is Rs. 9,89,35,360/- (Nine Crores Eighty-Nine Lakhs Thirty Five Thousand
Three Hundred and Sixty only):

(i) Rs. 7,10,75,030/- (Rupees Seven Crores Ten Lakhs Seventy-Five Thousand Thirty only) divided into
71,07,503 (Seventy-One Lakhs Seven Thousand Five Hundred Three) Preference shares of Rs. 10/- each
and

(ii) Rs 2,78,60,330/- (Rupees Two Crores Seventy-Eight Lakhs Sixty Thousand Three Hundred and Thirty Only)
divided into 27,86,033 (Twenty-Seven Lakhs Eighty-Six Thousand and Thirty-Three) Equity Shares of
Rs.10/- each.

During the year under review, the Company had made the following allotments:

(i) 2,18,250 equity shares of Rs. 10 each to BIL Employee Stock Option Trust pursuant to the Employee Stock
Option Plan;

(ii) 6,17,283 equity shares by way of conversion on loan to shares on Preferential Basis to Persons, other than
Promoters i.e Public Category;

(iii) 24,60,928 share warrants on Preferential Basis to Persons, other than Promoters i.e. Public Category.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise, nor have
any sweat equity shares been issued during the year under review.

7. DIVIDEND

The company is planning to expand and thereby would need funds to invest in future projects. With respect to the
expansion of business the Company do not recommend any dividends for the current financial year but the
Directors are hopeful for better results in enduing future.

8. LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Ltd. The Annual listing fees for the year 2024-25
have been duly paid to the Stock Exchange.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

10. DETAILS OF SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES

Following are the subsidiaries/associates of the Company:

S No.	Name of the company	% shareholding of Bazel in its subsidiaries	Relationship
1.	S R Industries Limited	50.10%	Subsidiary

S R Industries Limited ("SR”) was incorporated on 19th July 1989 under the provisions of the Companies
Act, 1956. The Company was admitted into Corporate Insolvency Resolution Process (CIRP) on 21st
December 2021.

Bazel International Limited ("the Company” / "Bazel”), along with its associate Promoters, emerged as the
Successful Resolution Applicant pursuant to the order of the Hon''ble National Company Law Tribunal
(NCLT), Chandigarh Bench, dated 1st July 2024, acquiring majority shareholding in SR upon successful
completion of the CIRP.

Following approval of the Resolution Plan, the management and control of SR was transferred to Bazel,
which now oversees its operations and strategic direction. In line with the Resolution Plan, SR allotted
98,56,424 equity shares, representing 50.10% of its paid-up equity share capital, to Bazel International
Limited, thereby establishing Bazel as the holding company of SR.

Subsequently, in November 2024, SR reconstituted its Board of Directors, inducting a new management
team. The Board has since undertaken a comprehensive review of SR''s operations, financial health, and
future strategy, aligning it with the long-term objectives of Bazel and its promoters.

SR has submitted an application to the BSE Limited for the listing of its equity shares post-restructuring,
which is currently under consideration and pending regulatory approval.

A separate statement containing the salient features of the subsidiaries in the prescribed form AOC-1 is
attached to this board report as “Annexure-I".

11. BRANCHES OF THE COMPANY

During the period under review, the company doesn''t have any branch office.

12. PUBLIC DEPOSIT

As the Company is a Non-Banking Financial Company (Non-Deposit Taking-Non-Systematically Important), the
provisions of Chapter V of the Companies Act, 2013 are not applicable on the Company.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

The particulars of every contract or arrangements entered into by the Company, with related parties referred to
in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under
third proviso thereto are disclosed in Form AOC-2 as “Annexure-H".

14. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS

Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and ICAI guidance
note on adequacy on internal financial controls with reference to financial statements, it is stated that there is
adequate internal control system in the Company.

15. CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business during the financial year under review.

16. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the
Company under Insolvency and Bankruptcy Code, 2016.

17. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from banks and Financial
Institutions.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR

During the year under review the Board of Directors of the Company was duly constituted. None of the Directors
of the Company are disqualified under the provisions of the Companies Act, 2013.

During the year, Mrs. Sriparna Upadhyay was appointed as an Additional Non-Executive Director on 9^th April
2024. Further, her appointment was regularised in the 42^nd Annual General Meeting held in the year 2024-2025.

19. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Your Company does not have material exposure of any commodity or foreign exchange and accordingly, no
hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular
no. SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141 dated 15th November, 2018

20. CONSTITUTION OF BOARD AND KEY MANAGERIAL PERSONNEL AS ON 31^st MARCH. 2025

S.No.	Name	Designation	DIN/PAN	Original Date of Appointment
1.	Pankaj Dawar	Managing Director	06479649	19/02/2015
2.	Sriparna Upadhyay	Non-Executive Director	10602638	09/04/2024
3.	Pooja Bhardwaj	Independent Director	05158206	07/07/2020
4.	Prithvi Raj Bhatt	Independent Director	08192235	07/07/2020
5.	Manish Kumar Gupta	Chief Financial Officer	ATPPG5276J	16/07/2015
6.	Preeti Bhatia	Company Secretary and Compliance Officer	BPNPP6852E	24/12/2019

Pursuant to the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Pankaj
Dawar, Director, who retires by rotation and, being eligible, offers himself for re-appointment.

21. MEETINGS DURING THE FINANCIAL YEAR 2024-2 5

The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. During the
year under review, 11 (Eleven) Board Meetings, 4 (Four) Audit Committee Meetings, 1 (One) Nomination and
Remuneration Committee Meetings, 1(One) Independent Director''s Committee Meeting, 1(One) Risk
Management Committee Meeting, 1(One) Stakeholder Relationship Committee Meeting, 1(One) Internal
Complaint Committee Meeting, were convened and held. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 i.e. the maximum interval between any two board meetings

did not exceed 120 days. Also, the meetings were conducted as per the applicable provisions of the Companies
Act, 2013 read with rules made thereunder and as per the Secretarial Standards -1 (SS-1) as framed by the
Institute of Company Secretaries of India (ICSI) in this regard.

Details of Board Meetings held during the year 2024-25

Date of the Board Meeting	Board Strength at the date of the meeting	No. of directors who attended the meeting	Name of the Directors present
09/04/2024	3	3	Mr Pankaj Dawar Ms. Pooja Bhardwaj Mr. Prithvi Raj Bhatt
22/05/2024	4	4	Mr. Pankaj Dawar Ms. Pooja Bhardwaj Mr. Prithvi Raj Bhatt Ms. Sriparna Upadhyay
30/05/2024	4	4	Mr. Pankaj Dawar Ms. Pooja Bhardwaj Mr. Prithvi Raj Bhatt Ms. Sriparna Upadhyay
13/08/2024	4	4	Mr. Pankaj Dawar Ms. Pooja Bhardwaj Mr. Prithvi Raj Bhatt Ms. Sriparna Upadhyay
05/09/2024	4	4	Mr. Pankaj Dawar Ms. Pooja Bhardwaj Mr. Prithvi Raj Bhatt Ms. Sriparna Upadhyay
25/09/2024	4	4	Mr. Pankaj Dawar Ms. Pooja Bhardwaj Mr. Prithvi Raj Bhatt Ms. Sriparna Upadhyay
14/11/2024	4	4	Mr. Pankaj Dawar Ms. Pooja Bhardwaj Mr. Prithvi Raj Bhatt Ms. Sriparna Upadhyay
05/12/2024	4	4	Mr. Pankaj Dawar Ms. Pooja Bhardwaj Mr. Prithvi Raj Bhatt Ms. Sriparna Upadhyay
20/12/2024	4	4	Mr. Pankaj Dawar Ms. Pooja Bhardwaj Mr. Prithvi Raj Bhatt Ms. Sriparna Upadhyay
09/01/2024	4	4	Mr. Pankaj Dawar Ms. Pooja Bhardwaj Mr. Prithvi Raj Bhatt

			Ms. Sriparna Upadhyay
12/02/2024	4	4	Mr Pankaj Dawar Ms. Pooja Bhardwaj Mr. Prithvi Raj Bhatt Ms. Sriparna Upadhyay

22. DETAILS OF COMPOSITION & MEETINGS OF COMMITTEES OF THE BOARD

(a) Audit Committee

In compliance with the provisions of Section 177 of the Companies Act, 2013, the primary objective of the Audit
Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to
ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial
reporting.

The composition of Audit Committee is over and above the minimum requirement prescribed under the Act, SEBI
Listing Regulations and RBI Regulations, of having a minimum of two-thirds of independent directors, including
the Chairman. All members of the committee are independent directors possessing financial literacy and expertise
in accounting or related financial management related matters.

The constitution of the Audit Committee is as follows:

Ms. Pooja Bhardwaj (Chairman)

Mr. Prithvi Raj Bhatt (Member)

Ms. Sriparna Upadhyay (Member)

No. of Meetings held: During the year, 4 (Four) Audit Committee Meetings were held, the details of which are as
follows:-

Name of the Director	Category	No. of Meetings held	No. of Meetings Attended
Ms. Pooja Bhardwaj	Non-Executive Independent Director	4	4
Mr. Prithvi Raj Bhatt	Non-Executive Independent Director	4	4
Ms. Sriparna Upadhyay	Non-Executive Director	3	3

The Board has accepted all the recommendations proposed by the Audit Committee during the Financial Year.

(b) Nomination and Remuneration Committee

In compliance with provisions of 178(1) of the Companies Act, 2013, the purpose of the Committee is to screen
and review individuals qualified to serve as executive directors, non-executive directors and independent
directors and to review their remuneration, consistent with criteria approved by the Board, and to recommend,
for approval by the Board. The composition of Nomination and Remuneration Committee of the Company is as
follows:

Mr. Prithvi Raj Bhatt (Chairman)

Ms. Pooja Bhardwaj (Member)

Ms. Sriparna Upadhyay (Member)

No. of Nomination and Remuneration Committee Meetings held: During the year 1 (One) Nomination and
Remuneration Committee Meeting was held, the details of which are as follows:-

Name of the Directors	Category	No. of Meeting	No. of Meetings
		held	Attended
Mr. Prithvi Raj Bhatt	Non-Executive Independent Director	1	1
Ms. Pooja Bhardwaj	Non-Executive Independent Director	1	1

(c) Stakeholders Relationship Committee

In compliance with section 178 of the Companies Act, 2013, the Company has Stakeholders Relationship
Committee to consider and resolve the grievances of security holders of the Company.

The Stakeholders Relationship committee comprises of the following Members:

Ms. Pooja Bhardwaj (Chairman)

Mr. Pankaj Dawar (Member)

Ms. Sriparna Upadhyay (Member)

Only 1 Meeting of Stakeholders Relationship Committee was held during the year and all the members of the
committee have attended the same.

Name of the Director	Category	No. of Meeting held	No. of Meetings attended
Ms. Pooja Bhardwaj	Non-Executive Independent Director	1	1
Mr. Pankaj Dawar	Managing Director	1	1
Ms. Sriparna Upadhyay	Non-Executive Director	1	1

(d) Risk Management Committee

The Board of Directors has framed a Risk Management Committee to frame, implement and monitor the risk
management of the Company. The Committee is responsible for reviewing the risk management plan and ensuring
its effectiveness. The risk management committee has additional over sight in the area of financial risk and
controls. Major risks identified by the businesses and functions are systematically addressed through mitigating
actions on continuing basis.

The Risk Management Committee comprises of the following Members:

Mr. Pankaj Dawar (Chairman)

Ms. Pooja Bhardwaj (Member)

Ms. Sriparna Upadhyay (Member)

Only 1 meeting of Risk Management Committee was held during the year and all the members of the committee
have attended the same.

Name of the Director	Category	No. of Meeting held	No. of Meetings Attended
Mr. Pankaj Dawar	Non-Executive Director	1	1

Ms. Sriparna Upadhyay	Non-Executive Director	1	1
Ms. Pooja Bhardwaj	Non-Executive Independent Director	1	1

23. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations of independence, as required pursuant to
provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in sub
section (6) and Regulation 25 of Listing Regulations.

24. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company familiarizes the Directors about their role and responsibility at the time of their appointment
through a formal letter of appointment. Presentations are regularly made at the meetings of the Board and its
various Committees on the relevant subjects. The details of programs for familiarization of Independent Directors
can be accessed on the Company website.

25. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company''s Independent Directors met on 11th February, 2025, without the attendance of Non-Independent
Directors and shareholders of the management. All Independent Directors were present at the meeting. At the
meeting, they:-

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive
Directors and Non-Executive Directors;

iii. Assessed the quality and timeliness of flow of information between the Company management and the
Board which is necessary for the Board to effectively and reasonably perform their duties.

26. 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) That in the preparation of the annual financial statements for the year ended 31st March, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if
any;

(b) That accounting policies as mentioned in the Notes to the Financial Statements have been selected and
applied consistently and judgement and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the
Company for the year ended on that date;

(c) That the directors had 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 that period;

(d) That proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

(e) That the Annual Financial Statements have been prepared on a going concern basis;

(f) That the proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively.

(g) That directors had devised proper system to ensure compliance with the provisions of all applicable laws is
in place and was adequate and operating effectively.

27. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 20, 20, 21, 22, 23,
24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of
Schedule V is mandatory, for the time being, in respect of the following class of companies:

(i) The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding
Rs.25 Crore, as on the last day of the previous financial year;

(ii) The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Company''s paid-up share capital and net-worth exceeded the prescribed threshold limits therefore,
Regulations 17, 17A, 18, 20, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2)
of Regulation 46 and para-C, D and E of Schedule V are applicable on the Company.

The Corporate Governance Report of the company has been annexed as "Annexure- III".

28. PERFORMANCE EVALUATION OF THE BOARD

SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 mandates that the Board shall monitor
and review the evaluation framework. The framework includes the evaluation of Director on various parameters
such as:

• Board dynamics and relationship

• Information flows

• Decision-making

• Relationship with Stakeholders

• Company performance and strategy

• T racking Board and Committees'' effectiveness

• Peer evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit
Committee, Nomination & Remuneration Committee, Share Transfer Committee and Finance and Investment
Committee.

In respect of the above-mentioned Evaluation framework, a structured questionnaire was prepared after taking
into consideration of the various aspects of the Board & its committees, execution and performance of specific
roles, duties, obligations and governance.

The performance evaluation of Committees, Executive Directors, Non-Executive Directors and Independent
Directors was completed.

The Performance evaluation of the Chairman, Non-Executive Directors & Board as a whole was carried out by the
Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process carried
out their own performance evaluation too known as “Self-Assessment”.

Further as per Schedule IV of the Act and provisions of SEBI Listing Regulations, the performance evaluation of
Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated, on
the basis of performance and fulfilment of criteria of independence and their independence from management.
On the basis of the report of the performance evaluation, it shall be determined whether to extend or continue the
term of appointment of Independent Director.

29. REMUNERATION POLICY

The Board, on the recommendation of the NRC, has framed a Remuneration Policy. The policy, inter-alia, provides:

a) the criteria for determining qualifications, positive attributes and independence of directors; and

b) a policy on remuneration of directors, key managerial personnel and other employees.

The remuneration policy is placed on the Company''s website and can be accessed at
https://www.bazelinternationalltd.com/policies

The policy is directed towards a compensation philosophy and structure that will reward and retain talent and
provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.

30. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars.

31. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies
(Management and Administration) Rules, 2014, A copy of the annual return as required under section 92(3) of
the Act in the prescribed form is hosted on the Company''s website and can be accessed at i.e-
https://www.bazelinternationalltd.com/annual-returns.

32. INTERNAL AUDITORS

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules,
2014, the Company has appointed an Internal Auditor of the Company to conduct the internal Audit of the
Company for the financial year 2024-25. The Company is also having an Internal Audit Department to test the
adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest
improvement in the systems.

33. REPORTING OF FRAUD BY AUDITOR

In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 of Companies Act, 2013, there
have been no frauds reported by the Auditors under sub section (12) of section 143 other than which are
reportable to Central Government.

34. CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THE
YEAR

There have been no material changes and 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 statements relate and
till the date of this annual report.

35. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT. 2013

The Company, being an NBFC registered with the RBI and engaged in the business of investments as its ordinary
course of business, is exempt from complying with the provisions of section 186 of the Act with respect to
investments. Accordingly, the disclosures of the investments as required under the aforesaid section have not
been made in this Report. During the year under review, the Company did not give loans or guarantee to any
person including its Directors.

36. ORDERS PASSED BY THE REGULATORS OR COURTS. IF ANY

During the Financial year 2024-25, no significant and material orders were passed by the Regulators, Courts or
Tribunals impacting the going concern status and Company''s Operation in future.

37. DISCLOSURES UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES. 2014

The Details of the top ten employees of the Company in terms of remuneration drawn are attached to this Board''s
Report as “Annexure-lV".

Further, no other Director / employee of the Company, was in receipt of amount exceeding a salary of Rs.
8,50,000/- per month or more if employed for a part of the financial year and Rs. 1,02,00,000/- per annum or
more if employed throughout the year, or if employed throughout the financial year or part thereof, was in receipt
of remuneration in that year which, in the aggregate, or at a rate which, in the aggregate, is in excess of that drawn
by the managing director or whole-time director or manager and holds by himself or along with his spouse and
dependent children, not less than two percent of the equity shares of the company. under the provision of Rule 5
(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended
from time to time.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to the members
of the Company excluding the particulars of employees referred to above. The said information is available for
inspection by the members at the Registered Office of the Company during business hours on working days, up to
the date of the ensuing Annual General Meeting, and will also be made available to any shareholder on request.

38. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic
culture to nature this asset. The company has kept a sharp focus on Employee Engagement. The Company''s
Human Resources is commensurate with the size, nature and operation of the Company.

39. EMPLOYEE STOCK OPTION PLAN

To reward employees for their contribution to your Company and to provide an incentive for their continuous
contribution to the organization''s success, the Company has instituted an employee stock option scheme, namely,
''BIL Employee Stock Option plan 2022'' (''ESOP 2022/ Plan''). ESOP 2022 envisages the grant of such number of
options (together with exercised options) enabling the eligible employee stock option holders the right to apply
for equity shares of the Company

During the year under review, the Company had not granted any options to employees of the Company under the
Employee Stock Option Plan - 2022.

Disclosures with respect to stock options, as required under Regulation 14 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“the Regulations”), are available on the Company''s website at
https://www.bazelinternationalltd.com/

Ms. Meenu Gupta, Secretarial Auditor of the Company, has provided certification confirming that the
implementation of Employee Stock Option Plan is in accordance with the Regulations and the resolutions
approved by the members regarding the plan and the same is available at

https://www.bazelinternationalltd.com/sec. It is also available for public inspection at the registered office of the
Company until the commencement of 43^rd AGM.

40. PARTICULARS OF EMPLOYEES

In Compliance with disclosures required under section 197 of the Companies Act, 2013 and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) relating to the
remuneration and other details are as follows:

(i) The Company has not paid any remuneration to its Director during the year Details of the ratio of the
remuneration of each Director to the median employee''s remuneration and other details in terms of Section
197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and amendments thereof are provided below:

S. No.	Directors	Ratio to median remuneration
1.	Mr Pankaj Dawar	Nil
2.	Ms. Pooja Bhardwaj	Nil
3.	Mr Prithvi Raj Bhatt	Nil
4.	Ms. Sriparna Upadhyay	Nil

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year-

1. 45% increase in salary of Chief Financial Officer.

2. No increase in salary of Company Secretary.

3. In given financial year 2024-25 no remuneration was given to Managing Director of the company.

(iii) Percentage increase in median remuneration of employees being recorded in the financial year 2024-25 has
been increased by Rs. 10000/- as compared to previous year.

(iv) As on 31st March, 2025, total no. of permanent employees on the payrole of the Company: 6

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration- There is 3.5% percentile increase in the managerial remuneration vis a vis increase in the
salaries of employees other than the managerial personnel and the same is based on performance basis and
no other exceptional circumstance.

(vi) The Company affirms that remuneration given to employees is as per the remuneration policy of the Company.

41. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s.
Krishan Rakesh & Co., Chartered Accountants, (FRN: 009088N) were appointed as Statutory Auditors of your
Company in the Annual General Meeting held on 30th September,2021 for a term of five years beginning 1st
April, 2021 to 31st March, 2026.

The Statutory Auditors have confirmed that they are not disqualified from being re-appointed as the Statutory
Auditor of the Company.

42. STATUTORY AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made in the Statutory Auditors'' Report. The
observation made by the Auditors are self-explanatory and do not require any further clarifications under Section

134(3)(f).

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year
under review.

43. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Meenu G. & Associates,
Practicing Company Secretary to undertake the Secretarial Audit of the company for the Financial Year 2024-25.

Further, the Board has consented for the appointment of M/s. Meenu G. & Associates, Practicing Company
Secretary to undertake the Secretarial Audit of the company for the Financial Year 2025-26 and onwards for a
period of 5 years up till for the financial year 2029-2030 subject to the approval of shareholders in the ensuing
Annual General Meeting.

44. SECRETARIAL AUDITORS'' REPORT

The report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report as "Annexure-V".
It does not contain any qualification, reservation, adverse remark or disclaimer made by secretarial auditor.

Pursuant to Regulation 24A (2) of the SEBI Listing Regulations, a report on secretarial compliance has been issued
by M/s. Meenu G. & Associates for the financial year ended 31^st March 2025 and the same is being submitted to
stock exchanges. There are no observations, reservations or qualifications in the said report. The report will be
made available on the website of the Company at https://www.bazelinternationalltd.com/sec Since, the auditors
i.e. Joint statutory auditors and secretarial auditor have not reported any matter under section 143 (12) of the Act,
no detail is required to be disclosed under section 134(3) ca of the Act.

45. CERTIFICATE PURSUANT TO SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE
BENEFITS AND SWEAT EQUITY) REGULATIONS. 2021

Pursuant to Regulation 13 of Securities And Exchange Board Of India (Share Based Employee Benefits And Sweat
Equity) Regulations, 2021 In the case of every company which has passed a resolution for the scheme(s)under
these regulations, the Board of Directors shall at each annual general meeting place before the shareholders a
certificate from the secretarial auditors of the company that the scheme(s) has been implemented in accordance
with these regulations and in accordance with the resolution of the company in the general meeting. The Company
has obtained this certificate and will be placed before the Shareholders at the ensuing date of 43 rd Annual General
Meeting (AGM).

46. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain
policies for all listed companies. All the policies are available on the website of the Company.

The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance.

KEY GOVERNANCE POLICIES AND CODES ADOPTED BY THE BOARD

Name of the Policy

Brief Description

Vigil Mechanism/ Whistle Blower Policy

Your Company has established a mechanism for reporting concerns through the Whistle Blower Policy of the Company in compliance with the provisions of Section 177 of the Act and the SEBI Listing Regulations. The Policy provides for a framework and process, for the employees and directors to report genuine concerns or grievances about illegal or unethical behavior, actual or suspected incidents of fraud, instances of

	leak of unpublished price sensitive information that could adversely impact the Company''s operations, business performance and/or financial integrity of the Company. During the year under review, no person was denied access to the Chairman of the Audit Committee. The Whistle Blower Policy is provided on the website of the Company and may be accessed by clicking on the following link: https://www.bazelinternationalltd.com/files/policies/pol 13.pdf
Risk Management Policy	The Board of Directors has approved the risk management policy and the main objectives of the policy are: (a) identifying, assessing, quantifying, mitigating, minimizing and managing key risks; (b) Establishing a framework for the Company''s risk management process and ensuring its implementation; (c) Developing risk policies and strategies for timely evaluation, reporting and monitoring of key business risks; and (d) Ensuring business growth with financial stability. All relevant employees must be thoroughly familiar or made familiar with it and make use of the material contained in this Policy. The Risk Management Policy is provided on the website of the Company and may be accessed by clicking on the following link: https://www.bazelinternationalltd.com/files/policies/pol 10.pdf
Nomination and Remuneration Policy	In compliance with the provisions of the Act and SEBI Listing Regulations, the Nomination and Remuneration Committee of the Board approved the criteria for determining the qualifications, positive attributes, and independence of Directors, including Independent Directors. This policy, inter alia, requires that Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with expertise in business, finance, governance, law, public administration, sustainability and risk management. It endeavors to create a broad basing in the composition of the Board to make available the right balance of skills, experience, and diversity of perspectives appropriate to the Company. The Nomination and Remuneration Policy is provided on the website of the Company and may be accessed by clicking on the following link: https://www.bazelinternationalltd.com/files/policies/pol 04.pdf
Policy for determining materiality of event or Information	The Objective of this policy is to outline the guidelines to be followed by the Company for consistent, transparent and timely public disclosures of material information events/information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality. The Policy of determining Materiality of event/information is provided on the website of the Company and may be accessed by clicking on the following link: https://www.bazelinternationalltd.com/files/policies/pol 08.pdf
Policy of Preservation of Records	This policy sets the Standards for classifying, managing and storing the records of the Company. The Purpose of this policy is to establish

	framework for effective records Management and the process for Subsequent archival of such records. The policy of preservation of records is provided on the website of the Company and may be accessed by clicking on the following link: https://www.bazelinternationalltd.com/files/policies/pol 06.pdf
KYC and AML Policies	This policy is made to prevent criminal elements from using Company form laundering activities and to enable the Company to know / understand its customers and their financial dealings better which, in turn, would help the Company to manage risks prudently. The KYC and AML policies provided on the website of the Company and may be accessed by clicking on the following link: https://www.bazelinternationalltd.com/files/policies/pol 03.pdf
Sexual Harassment Policy	As required under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has policy on prevention of Sexual harassment of women at work place and matters connected there with. During the year, no case of Sexual Harassment was reported pursuant to said Act and Policy. The Sexual Harassment policies provided on the website of the Company and may be accessed by clicking on the following link: https://www.bazelinternationalltd.com/files/policies/pol 21.pdf
Other Policies	Policies like: (a) Policy For Determining Material Subsidiaries, (b) Insider Trading Prohibition Code Pursuant to SEBI (PIT) Regulations, 2015, (c) Policy On Related Party Transaction(S), (d) Policy Familiarization of Independent Practice Code, (e) Investment Policy, (f) Fair Practice Code, etc. are prepared by the Company and followed in its true letter and spirit. The other policies are provided on the website of the Company and may be accessed by clicking on the following link: https://www.bazelinternationalltd.com/policies

47. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT. 2013

The Company has zero tolerance for sexual harassment at workplace and takes suitable measures for prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for
prevention and redressal of complaints of sexual harassment at workplace. All employees are treated with dignity
with a view to maintain a work environment free of sexual harassment.

The Company is committed to promoting a work environment that ensures every employee is treated with
dignity, respect and provided equitable treatment regardless of gender, race, social class, disability, or economic
status. We prioritise providing a safe and conducive work environment for our employees and associates.

During the financial year under review, there were no complaints reported under the Prevention of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Pursuant to MCA
Notification dated 30^th May 2025, additional information is given as follows-

a) Number of complaints of sexual harassment received in the year- Nil

b) Number of Complaints disposed off during the year- Nil

c) Number of cases pending for more than Ninety Days- Nil

As required under the Sexual Harassment of women at Workplace (Prohibition, Prevention and Redressal) Act,
2013, the Company has policy on prevention of Sexual harassment of women at workplace and matters connected
therewith.

48. MAINTAINANCE OF COST RECORD AND COST AUDIT

The maintenance of cost records and the requirement of cost audit, as prescribed under Section 148(1) of the
Act are not applicable to the business activities carried out by the Company.

49. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not
applicable as the Company is not covered under the criteria mentioned in Section 135(1) of the Companies Act,
2013.

50. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March, 2025
and is attached as "Annexure-VI” of this Annual Report for the reference of the stakeholder.

51. INTERNAL CONTROL SYSTEM

The Company''s internal control system is designed to ensure operational efficiency, protection and conservation
of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The
internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the
Company''s internal controls, including its systems and processes and compliance with regulations and
procedures.

The internal auditors periodically bring to the attention of the Audit Committee any deficiencies and weaknesses
in the internal control systems, if any. The Audit Committee reviews and monitors the remedial actions to ensure
its overall adequacy and effectiveness.

The Company''s Internal Control System is adequate and commensurate with the nature and size of the Company
and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

52. RISK MANAGEMENT

Managing risk is fundamental to any business in general and in particular to financial services industry. Key risks
exposure of the company includes market risk, credit risk, governance risk, reputation risk and compliance risk.
The Risk Management Committee of the Board, assists the Board in monitoring various risks, review and analysis
of risk exposures and mitigation plans related to the Company and its group companies.

A Risk Management Policy has been adopted by the Board of Directors which, inter alia, sets out risk strategy,
approach and mitigation plans for the identified risks.

53. MASTER DIRECTION - RESERVE BANK OF INDIA (NON-BANKING FINANCIAL COMPANY - SCALE BASED
REGULATION) DIRECTIONS, 2023

RBI vide its circular dated 19 October 2023, has introduced Reserve Bank of India (Non-Banking Financial
Company- Scale Based Regulation) Directions, 2023 (the ''Master Directions'') which now supersedes the existing
NBFC-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank)
Directions, 2016.

As per the Master Directions, regulatory structure for NBFCs shall comprise of four layers based on their size,
activity, and perceived riskiness. NBFCs in the lowest layer shall be known as NBFC - Base Layer (NBFC-BL).
NBFCs in middle layer and upper layer shall be known as NBFC - Middle Layer (NBFC-ML) and NBFC - Upper
Layer (NBFC-UL), respectively. RBI may, based on the size of an NBFC, classify some of them as NBFC Top Layer.

In accordance with the Master Directions, NBFCs not availing public funds and not having any customer interface
are classified as a Base Layer of the regulatory structure. Considering the nature of business, the Company is
categorized under the Base Layer.

The Company is in compliance with the Governance Guidelines as specified under Master Direction - Reserve Bank
of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023.

54. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013,
read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, the
details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) CONSERVATION OF ENERGY

The operations of the Company are not energy intensive. However, the Management is aware of the energy
crises prevailing in the country and utilizes its energy sources in the best possible manner.

(b) TECHNOLOGY ABSORPTION

The Company, primarily being an investment company and not involved in any industrial or manufacturing
activities, Company upgrades the technology used by it as and when the need arises.

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO

(i) The total foreign exchange earned in terms of actual inflows during the financial year - Nil

(ii) Total foreign exchange in terms of actual outgo during the financial year - Nil

55. COMPLIANCE OF MATERNITY BENEFIT ACT 1961

In accordance with the requirements of Section 134 of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Amendment Rules, 2025,
and pursuant to the Maternity Benefit (Amendment) Act, 2017 and the Ministry of Corporate Affairs
General Circular No. MCA/2025/Compliance/MB dated April 15, 2025, the Board of Directors of Bazel
International Limited hereby confirms that:

The Company has fully complied with all applicable provisions relating to maternity benefits, including the
grant of paid maternity leave to eligible women employees, provision of creche facilities at the workplace
or within the prescribed radius, facilitation of work-from-home options wherever applicable, and
dissemination of information regarding maternity entitlements through written and electronic modes, in
accordance with the statutory requirements.

The Company also ensures that no discrimination is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and
letter of the legislation.

56. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016 (including amendments and modifications, thereof), no unpaid/unclaimed dividends
were transferred during the year under review to the Investor Education and Protection Fund.

57. GENDERWISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the
gender composition of its workforce as on the March 31, 2025.

Male Employees: 04 (Four)

Female Employees: 02(Two)

Transgender Employees: 00(Zero)

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

58. Downstream Investment

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream
Investment in any other Company in India.

59. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors places its gratitude and appreciation for the support and cooperation from its
members, the RBI, other regulators and banks.

The Board of Directors also places on record its sincere appreciation for the commitment and hard work put
in by the Management and the employees of the Company, its subsidiaries and associates and thank them for
yet another excellent year of performance.

By the order of the Board

For Bazel International Limited

Pankaj Dawar PrithviRaj Bhatt

(Managing Director) (Director)

DIN:06479649 DIN: 08192235

Date: 21.06.2025
Place: New Delhi

---

Mar 31, 2024

Your Directors have pleasure in presenting the 42^nd Annual Report of Bazel International Ltd. (“the Company”) on the business and operations of the Company together with the Audited Financial Statements and Accounts for the Financial Year ended 31^st March, 2024.

1. BACKGROUND

The Company is engaged as a (Non-Deposit Accepting), Non-Banking Finance Company (“NBFC”), Holding Certificate of Registration (COR No. B-14.03332), issued by the Reserve Bank of India (“RBI”) dated 23^rd March, 2016.

KEY BUSINESS, FINANCIAL AND OPERATIONAL HIGHLIGHTS2. STATE OF COMPANY''S AFFAIR

The company has sustained its commitment to the highest level of quality, best in class service management, security practices and mature business continuity processes that have collectively helped achieve significant milestones during the year. With the expected positive momentum in the Indian economy, the Company is focused on growth and achieving profitability along with a renewed commitment to enhance quality and customer service and to reduce costs. Innovations, investment and positive modifications are expected in the near future, boosting the Company''s revenues. Together with forward looking strategy, the Company is also focusing extensively on expanding the business and operational improvements through various strategic projects for operational excellence and cost cutting initiatives.

3. STANDALONE FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31^st March, 2024 is summarized below:

PARTICULARS	For the year Ended (Rs in hundred)
	31st March, 2024	31st March, 2023
Total Income	1,781,604.79	2,13,199.45
Less: Total Expenditure	17,34,793.71	3,25,864.25

Profit Before Exceptional, Tax & Extraordinary Item	46,811.08	(1,12,664.80)
Less: Extraordinary & Prior period items	-	-
Profit before tax	46,811.08	(1,12,664.80)
Tax Expenses:
Current Tax:	10,841	0
Earlier Year Tax	333.88	904.91
Profit/(Loss) from the period from continuing operations	35,547.20	(1,13,569.71)
Other Comprehensive Income	16,858.93	(7,916.76)
Total comprehensive income	16,858.93	(7,916.76)
Earnings Per Share	1.87	(7.56)

4. OPERATIONAL PERFORMANCE

As at the end of the reporting period, Reserve and Surplus the Company was of Rs.2,09,82,958/-Rupees Two Crore Nine Lakh and Eighty Two Thousand and Nine Hundred and Fifty Eight Only) , Other Comprehensive Income is Rs. 18,63,137/- Rupees Eighteen Lakhs and Sixty-Three Thousand One Hundred and Thirty-Seven Only) and Statutory Reserves is of Rs. 46,63,714/- (Rupees Forty-Six Lakhs Sixty-Three Thousand and Seven Hundred and Fourteen Only).

The Company has earned profit during the year (i.e. 2023-2024) of Rs. 35,54,720/- (Rupees Thirty-Five Lakhs and Fifty-Four Thousand and Seven Hundred and Twenty only) as on 31st March 2024 as compared to the loss incurred during previous year (i.e. 2022-2023) of Rs. 1,13,56,970/- (Rupees One Crore and Thirteen Lakh Fifty-Six Thousand and Nine Hundred and Seventy Only) as on 31st March 2023.

5. RESERVE AND PROVISIONS

During the period under review, the Company has transferred Rs. 71,100/- funds to the Statutory Reserve as required to be maintained under Section 45-IC of RBI Act, 1934 as it has incurred losses during the year under review.

6. SHARE CAPITAL

During the year 2023-2024, the Company has its authorized and paid-up capital of the Company.

The Authorized Share Capital of the Company is Rs. 11,50,00,000 (Eleven Crore Fifty Lakhs Only)

(i) Rs. 8,00,00,000/- (Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakhs) Preference Shares of Rs. 10/- each and,

(ii) Rs. 3,50,00,000/- (Rupees Three Crores Fifty Lakhs Only) divided into 35,00,000 (Thirty-Five Lakhs) Equity Shares of Rs. 10/- each.

The Paid-up Capital of the Company is Rs. 9,05,80,030 (Nine Crore Fifty-Eight Lakhs thirty only):

(i) Rs. 7,10,75,030/- (Rupees Seven Crores Ten Lakhs Seventy-Five Thousand Thirty only) divided into 71,07,503 (Seventy-One Lakhs Seven Thousand Five Hundred Three) Preference shares of Rs. 10/- each and

(ii) Rs 1,95,05,000/- (Rupees One Crores Ninety-Five Lakhs Five Thousand Only) divided into 19,50,500 (Nineteen Lakhs Fifty Thousand Five Hundred) Equity Shares of Rs.10/- each.

7. DIVIDEND

The company is planning to expand and thereby would need funds to invest in future projects. With respect to the expansion of business the Company do not recommend any dividends for the current financial year but the Directors are hopeful for better results in enduing future.

8. LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Ltd. The Annual listing fees for the year 2023-24 have been duly paid to the Stock Exchange.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

10. DETAILS OF SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES

The Company does not have any Subsidiary.

Further, the Company does not have any associates and joint venture companies. The disclosure of particulars with respect to information related to performance and financial position of joint ventures

or associate Companies subject to rule 8(1) and 8(5)(iv) of Companies (Accounts) Rules, 2014 is not applicable.

11. BRANCHES OF THE COMPANY

During the period under review, the company doesn''t have any branch office.

12. PUBLIC DEPOSIT

As the Company is a Non-Banking Financial Company (Non-Deposit Taking-Non-Systematically Important), the provisions of Chapter V of the Companies Act, 2013 are not applicable on the Company.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

The particulars of every contract or arrangements entered into by the Company, with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form AOC-2 as Annexure-I.

14. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and ICAI guidance note on adequacy on internal financial controls with reference to financial statements, it is stated that there is adequate internal control system in the Company.

15. CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business during the financial year under review.

16. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

17. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from banks and Financial Institutions.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR

During the year under review the Board of Directors of the Company was duly constituted. None of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013.

Mrs. Shweta Dawar resigned from the directorship of the company on 3^rd August,2023.

Appointment of Ms. Muskan Bhatia as a director of the company on 3^rd August,2023.

Ms. Muskan Bhatia resigned from the directorship of the company on 12^th January,2024.

19. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Your Company does not have material exposure of any commodity or foreign exchange and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141 dated 15th November, 2018

20. CONSTITUTION OF BOARD AND KEY MANAGERIAL PERSONNEL AS ON 31st MARCH, 2024
	S.No.	Name	Designation	DIN/PAN	Date of Appointment
	1.	Pankaj Dawar	Managing Director	06479649	19/02/2015
	3.	Pooja Bhardwaj	Independent Director	05158206	07/07/2020
	4.	Prithvi Raj Bhatt	Independent Director	08192235	10/07/2020
	5.	Manish Kumar Gupta	Chief Financial Officer	ATPPG5276J	16/07/2015
	6.	Preeti	Company Secretary and Compliance Officer	BPNPP6852E	24/12/2019

* Mrs. Sriparna Upadhyay appointed as the non- executive Director as on 09^th April 2024

Pursuant to the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Pankaj Dawar, Director, who retires by rotation and, being eligible, offers himself for re-appointment.

21. MEETINGS DURING THE FINANCIAL YEAR 2023-24

The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. During the year under review, 10 (Ten) Board Meetings, 4(Four) Audit Committee Meetings, 2(Two) Nomination and Remuneration Committee Meetings, 1(One) Independent Director''s Committee Meeting, 1(One) Risk Management Committee Meeting, 1(One) Stakeholder Relationship Committee Meeting, 1(One) Internal Complaint Committee Meeting, were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e . the maximum interval between any two board meetings did not exceed 120 days. Also, the meetings were conducted as per the applicable provisions of the Companies Act, 2013 read with rules made thereunder and as per the Secretarial Standards -1 (SS-1) as framed by the Institute of Company Secretaries of India (ICSI) in this regard.

Board

No. of directors who

Name of the Directors

Date of the Board Meeting	Strength at the date of the meeting	attended the meeting	present
27/04/2023	4	3	1. Mr. Pankaj Dawar 2. Ms. Pooja Bhardwaj 3. Mr. Prithvi Raj Bhatt
02/05/2023	4	3	1. Mr. Pankaj Dawar 2. Ms. Pooja Bhardwaj 3. Mr. Prithvi Raj Bhatt
30/05/2023	4	4	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt
03/08/2023	4	4	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt
07/08/2023	4	4	1. Mr. Pankaj Dawar 2. Ms. Muskan Bhatia 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt
11/09/2023	4	4	1. Mr. Pankaj Dawar 2. Ms. Muskan Bhatia 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt
27/10/2023	4	4	1. Mr. Pankaj Dawar 2. Ms. Muskan Bhatia 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt
08/11/2023	4	3	1. Mr. Pankaj Dawar 2. Ms. Pooja Bhardwaj 3. Mr. Prithvi Raj Bhatt
12/01/2024	3	3	1. Mr. Pankaj Dawar 2. Ms. Pooja Bhardwaj 3. Mr. Prithvi Raj Bhatt

12/02/2024	3	3	1. Mr. Pankaj Dawar 2. Ms. Pooja Bhardwaj
			3. Mr. Prithvi Raj Bhatt

22. DETAILS OF COMPOSITION MEETINGS OF COMMITTEES OF THE BOARD(a) Audit Committee

In compliance with the provisions of Section 177 of the Companies Act, 2013, the primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The constitution of the Audit Committee is as follows:

Ms. Pooja Bhardwaj (Chairman)

Mr. Prithvi Raj Bhatt (Member)

Mrs. Shweta Dawar (Member)

Ms. Muskan Bhatia (Member)

No. of Meetings held: During the year, four (4) Audit Committee Meetings were held, the details of which are as follows: -

Name of the Director	Category	No. of Meeting held	No. of Meetings Attended
Ms. Pooja Bhardwaj	Non-Executive Independent Director	4	4
Mrs. Shweta Dawar	Non-Executive Director	4	1
Mr. Prithvi Raj Bhatt	Non-Executive Independent Director	4	4
Ms. Muskan Bhatia	Non-Executive Director	4	2

The Board has accepted all the recommendations proposed by the Audit Committee during the Financial Year.

(b) Nomination and Remuneration Committee

In compliance with provisions of 178(1) of the Companies Act, 2013, the purpose of the Committee is to screen and review individuals qualified to serve as executive directors, non-executive directors and independent directors and to review their remuneration, consistent with criteria approved by the Board, and to recommend, for approval by the Board. The composition of Nomination and Remuneration Committee of the Company is as follows:

Mr. Prithvi Raj Bhatt (Chairman)

Ms. Pooja Bhardwaj (Member)

Mrs. Shweta Dawar (Member)

Ms. Muskan Bhatia (Member)

No. of Nomination and Remuneration Committee Meetings held: During the year Two (2) Nomination and Remuneration Committee Meetings were held, the details of which are as follows: -

Name of the Directors	Category	No. of Meeting held	No. of Meetings Attended
Mrs. Shweta Dawar	Non-Executive Director	2	2
Mr. Prithvi Raj Bhatt	Non-Executive Independent Director	2	2
Ms. Pooja Bhardwaj	Non-Executive Independent Director	2	2
Ms. Muskan Bhatia	Non-Executive Director	2	0

(c) Stakeholders Relationship Committee

In compliance with section 178 of the Companies Act, 2013, the Company has Stakeholders Relationship Committee to consider and resolve the grievances of security holders of the Company.

The Stakeholders Relationship committee comprises of the following shareholders:

Ms. Pooja Bhardwaj (Chairman)

Mr. Pankaj Dawar (Member)

Mrs. Shweta Dawar (Member)

Ms. Muskan Bhatia (Member)

Only 1 Meeting of Stakeholders Relationship Committee was held during the year and all the shareholders of the committee have attended the same.

Name of the Director	Category	No. of Meeting held	No. of Meetings attended
Mr. Pankaj Dawar	Managing Director	1	1
Ms. Muskan Bhatia	Non- Executive Director	1	1
Ms. Pooja Bhardwaj	Non-Executive Independent Director	1	1
Mrs. Shweta Dawar	Non-Executive Director	1	0

(d) Risk Management Committee

The Board of Directors has framed a Risk Management Committee to frame, implement and monitor the risk management of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The risk management committee has additional over sight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

The Risk Management Committee comprises of the following shareholders:

Mr. Pankaj Dawar (Chairman)

Ms. Pooja Bhardwaj (Member)

Mrs. Shweta Dawar (Member)

Ms. Muskan Bhatia (Member)

Only 1 meeting of Risk Management Committee was held during the year and all the shareholders of the committee have attended the same.

Name of the Director	Category	No. of Meeting held	No. of Meetings Attended
Mr. Pankaj Dawar	Non-Executive Director	1	1
Ms. Muskan Bhatia	Non-Executive Director	1	1
Ms. Pooja Bhardwaj	Non-Executive Independent Director	1	1
Mrs. Shweta Dawar	Non-Executive Director	1	0

23. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations of independence, as required pursuant to provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in sub section (6) and Regulation 25 of Listing Regulations.

24. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. Presentations are regularly made at the meetings of the Board and its various Committees on the relevant subjects. The details of programs for familiarization of Independent Directors can be accessed on the Company website.

25. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company''s Independent Directors met on 03rd August, 2023, without the attendance of NonIndependent Directors and shareholders of the management. All Independent Directors were present at the meeting. At the meeting, they: -

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

iii. Assessed the quality and timeliness of flow of information between the Company management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

26. 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) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;

(c) That the directors had 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 that period;.

(d) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(e) That the Annual Financial Statements have been prepared on a going concern basis;

(f) That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(g) That directors had devised proper system to ensure compliance with the provisions of all applicable laws is in place and was adequate and operating effectively.

27. DETAILS OF SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES

The Company does not have any subsidiaries, associates and joint venture companies. Hence, the disclosure of particulars with respect to information related to performance and financial position of the Subsidiaries, joint ventures or associate Companies subject to rule 8(1) and 8(5)(iv) of Companies (Accounts) Rules, 2014 is not applicable.

28. BRANCHES OF THE COMPANY

During the period under review, the Company doesn''t have any branch office

29. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V is mandatory, for the time being, in respect of the following class of companies:

A. The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;

B. The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Company''s paid-up share capital and net-worth exceeded the prescribed threshold limits therefore, Regulations 17, 17A, 18,20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V are applicable on the Company.

The Corporate Governance Report of the company has been annexed as “Annexure- II”.

30. PERFORMANCE EVALUATION OF THE BOARD

SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 mandates that the Board shall monitor and review the evaluation framework. The framework includes the evaluation of Director on various parameters such as:

• Board dynamics and relationship

• Information flows

• Decision-making

• Relationship with Stakeholders

• Company performance and strategy

• T racking Board and Committees'' effectiveness

• Peer evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Share Transfer Committee and Finance and Investment Committee.

In respect of the above-mentioned Evaluation framework, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its Committees, execution and performance of specific roles, duties, obligations and governance.

The performance evaluation of Committees, Executive Directors, Non-Executive Directors and Independent Directors was completed.

The Performance evaluation of the Chairman, Non-Executive Directors & Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the

evaluation process carried out their own performance evaluation too known as “Self-Assessment”.

31. REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee framed and adopted a policy for selection, appointment and payment of remuneration of Directors, Key Managerial Personnel, Senior Management.

32. SECRETARIAL STANDARDS OF ICSI

Your Company is in Compliance with all the applicable Secretarial Standards as specified by the Institute of Companies Secretaries of India.

33. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2024 is placed on the Company''s website and can be accessed at the website of the company i.e- www.bazelinternationalltd.com

34. INTERNAL AUDITORS

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed Mr. Prateek Jain as an Internal Auditor of the Company to conduct the internal Audit of the Company for the financial year 2023-24. The Company is also having an Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest improvement in the systems.

35. REPORTING OF FRAUD BY AUDITOR

In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 of Companies Act, 2013, there have been no frauds reported by the Auditors under sub section (12) of section 143 other than which are reportable to Central Government.

36. CHANGES AND COMMITTEES AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THE YEAR

There have been no material changes and 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 statements relate and till the date of this annual report.

37. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 186(11) of the Companies Act, 2013, disclosure under Section 134(3)(g) of the

Companies Act, 2013 is not applicable on the Company.

38. ORDERS PASSED BY THE REGULATORS OR COURTS. IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company''s Operation in future.

39. DISCLOSURES UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Details of top ten employees in terms of remuneration drawn are attached in this Board''s Report as Annexure-Ill.

Further, no other Director / employee of the Company, was in receipt of amount exceeding a salary of Rs. 8,50,000/- per month or more when employed for a part of the financial year and Rs. 1,02,00,000/-per annum or more when employed for whole of the year, or if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. under the provision of Rule 5 (2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

40. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nature this asset. The company has kept a sharp focus on Employee Engagement. The Company''s Human Resources is commensurate with the size, nature and operation of the Company.

41. EMPLOYEE STOCK OPTION DETAILS

During the year under review, the Company has introduced amendments in Employee Stock Option Plan called BAZEL ESOP SCHEME-BIL Employee Stock Option plan 2022'' (''ESOP 2022/ Plan'') vide Board meeting held on dated 02^nd May, 2023 to grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company.

The Nomination and Remuneration Committee/Compensation Committee, through BIL Employee Stock Option Trust, dated 05^th December 2022, Supplementary Deed on 02^nd May, 2023 inter alia administers and monitors ESOS-2022/Plan. The above Schemes are in line with the SEBI (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”).

Further, your Company has obtained certificate pursuant to Regulation 13 of SEBI SBEB Regulations, and it will be placed at this 41^st AGM.

The ESOP 2022/ Plan can be assessed at the following link:

42. PARTICULARS OF EMPLOYEES

In Compliance with disclosures required under section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) relating to the remuneration and other details are as follows:

(i)The Company has paid remuneration to its Director during the year Details of the ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof are provided below

S. No.	Directors	Ratio to median remuneration
1	Mr. Pankaj Dawar	NIL
2	Ms. Shweta Dawar	NIL
4	Ms. Pooja Bhardwaj	NIL
5	Mr. Prithvi Raj Bhatt	NIL
6	Ms. Muskan Bhatia	NIL

(ii) . The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year-

1. 17 % increase in salary of Chief Financial Officer.

2. Nil increase in salary of Company Secretary.

3. In given financial year 2023-24 no remuneration was given to Managing Director of the company. Managerial Remuneration give to Managing Director in the year 2022-2023 by way of issuance of Sweat Equity shares within the limits of Companies act 2013 and as approved by members. Prior to 2022-2023, no remuneration was given to Managing Director of the Company.

(iii) . No increase in the median remuneration of employees is being recorded in the financial year 2023-24

(iv) As on 31^st March, 2024, total no. of permanent employees on the roll of the Company: 6

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial

remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration- no such increase has been recorded.

(vi) The Company affirms that remuneration given to employees is as per the remuneration policy of the Company.

43. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Krishan Rakesh & Co., Chartered Accountants, (FRN: 009088N) were appointed as Statutory Auditors of your Company in the Annual General Meeting held on 30th September,2021 for a term of five years beginning 1st April, 2021 to 31st March, 2026.

The Statutory Auditors have confirmed that they are not disqualified from being re-appointed as the Statutory Auditor of the Company.

45. STATUTORY AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made in the Statutory Auditors'' Report. The observation made by the Auditors are self-explanatory and do not require any further clarifications under Section 134(3)(f).

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

46.SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Meenu G. & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the company for the Financial Year 2023-24.

45. SECRETARIAL AUDITORS'' REPORT

The Report of the Secretarial Auditor in Form MR-3 is annexed here with as "Annexure IV", which is self-explanatory and does not require any further clarification from the Board.

46. CERTIFICATE PURSUANT TO SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS. 2021

Pursuant to Regulation 13 of Securities And Exchange Board Of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 In the case of every company which has passed a resolution for the scheme(s)under these regulations, the Board of Directors shall at each annual general meeting place before the shareholders a certificate from the secretarial auditors of the company that the scheme(s) has been implemented in accordance with these regulations and in accordance with the resolution of the company in the general meeting. The Company has obtained this certificate and will be placed before the Shareholders at the ensuing date of 42^nd Annual General Meeting (AGM).

49. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company. The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance.

The Key Policies are as follows:

Name of the Policy	Brief Description
Vigil Mechanism/ Whistle Blower Policy	This policy has been established with a view to provide a tool to Directors and Employees of the Company to report to Management genuine concerns including unethical behavior, actual or suspected fraud or violation of the code or the policy. The Policy also provides for adequate safeguards against victimization of Director(s)/ Employee(s) who avail of the mechanism and also provides for direct access to the chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy is provided on the website of the Company and may be accessed by clicking on the following link: http: / /bazelinternationalltd.com/wp-content/uploads /2022/09 /Vigil-
	Mechanism-policy.pdf
Risk Management Policy	This Policy represents the basic standards of Risk Assessment to be followed by the Company. Changes in the Policy will become effective upon approval by the Board of Directors of the Company. All relevant employees must be thoroughly familiar or made familiar with it and make use of the material contained in this Policy. The Risk Management Policy is provided on the website of the Company and may be accessed by clicking on the following link: http: / /bazelinternationalltd. com /wp-content/uploads /2022/09 /Risk-
	Management-Policy-..pdf
Nomination and Remuneration Policy	The Board has on the recommendation of Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is provided on the website of the Company and may be accessed by clicking on the following link: http://bazelinternationalltd.com/wp-
	content/uploads/2022/09/Nomination-and-Remuneration-Policy.pdf

Policy for determining materiality of event or Information	The Objective of this policy is to outline the guidelines to be followed by the Company for consistent, transparent and timely public disclosures of material information events/information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality. The Policy of determining Materiality of event/information is provided on the website of the Company and may be accessed by clicking on the following link: http://bazelinternationalltd.com/wp-
	content/uploads/2022/09/Policy-on-materialitv-information.pdf
Policy of Preservation of Records	This policy sets the Standards for classifying, managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for Subsequent archival of such records. The policy of preservation of records is provided on the website of the Company and may be accessed by clicking on the following link: http://bazelinternationalltd.com/wp-
	content/uploads/2022/09/policy-for-preservation-of-records.pdf
KYC and AML Policies	This policy is made to prevent criminal elements from using Company form laundering activities and to enable the Company to know/ understand its customers and their financial dealings better which, in turn, would help the Company to manage risks prudently. The KYC and AML policies provided on the website of the Company and may be accessed by clicking on the following link: http://bazelinternationalltd.com/wp-content/uploads/2022/09/KYC-
	and-AML-Policy.pdf
Sexual Harassment Policy	As required under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has policy on prevention of Sexual harassment of women at work place and matters connected there with. During the year, no case of Sexual Harassment was reported pursuant to said Act and Policy. The Sexual Harassment policies provided on the website of the Company and may be accessed by clicking on the following link: http: //bazelinternationalltd.com/?page id=4800
Other Policies	Policies like: Policy For Determining Material Subsidiaries, Insider Trading Prohibition Code Pursuant to SEBI (PIT) Regulations, 2015, Policy On Related Party Transaction(S), policy Familiarization of Independent Practice Code, Investment Policy, Fair Practice Code are prepared by the Company and followed in its true letter and spirit.

50. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT. 2013

The Company has zero tolerance for sexual harassment at workplace and take suitable measures for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment.

During the financial year under review, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As required under the Sexual Harassment of women at Workplace (Prohibition, Prevention and Redressal) Act, 2013, the Company has policy on prevention of Sexual harassment of women at workplace and matters connected therewith.

51. DISCLOSURE ABOUT COST AUDIT

As per the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to the company for the Financial Year 2023-24.

52. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable as the Company is not covered under the criteria mentioned in Section 135(1) of the Companies Act, 2013.

53. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March, 2024 and is attached as Annexure-V of this Annual Report for the reference of the stakeholder.

54. INTERNAL CONTROL SYSTEM

The Company''s internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Company''s internal controls, including its systems and processes and compliance with regulations and procedures.

The Company''s Internal Control System is adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

55. RISK MANAGEMENT

Risk Management is an integral part of the Company''s business strategy. The Board reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The Board nurtures a

healthy and independent risk management function to inculcate a strong risk management culture in the Company.

57.RISK MANAGEMENT POLICY

This Policy represents the basic standards of Risk Assessment to be followed by the Company. Changes in the Policy will become effective upon approval by the Board of Directors of the Company. All relevant employees must be thoroughly familiar or made familiar with it and make use of the material contained in this Policy.

SUSTAINABILITY AND SOCIAL RESPONSIBILITY58. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) CONSERVATION OF ENERGY

The Management is aware of the energy crises prevailing in the country and utilizes its energy sources in the best possible manner.

b) TECHNOLOGY ABSORPTION

Company upgrades the technology used by it as and when the need arises.

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

i) The total foreign exchange earned in terms of actual inflows during the financial year - Nil

ii) Total foreign exchange in terms of actual outgo during the financial year - Nil

59. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to express their grateful appreciation for assistance and cooperation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, staff and workers of the Company at all levels.

---

Mar 31, 2023

BAZEL INTERNATIONAL LTD.

Your Directors have pleasure in presenting the 41^st Annual Report of Bazel International Ltd. (“the Company”) on the business and operations of the Company together with the Audited Financial Statements and Accounts for the Financial Year ended 31^st March, 2023.

1. BACKGROUND

The Company is engaged as a (Non-Deposit Accepting), Non-Banking Finance Company (“NBFC”), Holding Certificate of Registration (COR No.B-14.03332), issued by the Reserve Bank of India (“RBI”) dated 23^rd March, 2016.

KEY BUSINESS. FINANCIAL AND OPERATIONAL HIGHLIGHTS

2. STATE OF COMPANY''S AFFAIR

The company has sustained its commitment to the highest level of quality, best in class service management, security practices and mature business continuity processes that have collectively helped achieve significant milestones during the year. With the expected positive momentum in the Indian economy, the Company is focused on growth and achieving profitability along with a renewed commitment to enhance quality and customer service and to reduce costs. Innovations, investment and positive modifications are expected in the near future, boosting the Company''s revenues. Together with forward looking strategy, the Company is also focusing extensively on expanding the business and operational improvements through various strategic projects for operational excellence and cost cutting initiatives.

3. STANDALONE FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31^st March, 2023 is summarized below:

PARTICULARS	For the year Ended (Rs in hundred)
	31st March, 2023	31st March, 2022
Total Income	2,13,037.01	1,15,49,3.33
Less: Total Expenditure	3,24,963.59	72,18,2.89

Profit Before Exceptional, Tax & Extraordinary Item	(1,11,926.58)	43,310.44
Less: Extraordinary & Prior period items	-	-
Profit before tax	(1,11,92,6.58)	43,310.43
Tax Expenses:	(904.91)	(13,68,7.50)
Current Tax:	-	(1,132,0.00)
Earlier Year Tax	(90,9.41)	(236,7.50)
Profit/(Loss) from the period from continuing operations	(1,12,83,1.49)	29,62,2.94
Other Comprehensive Income	(7,91,6.76)	17,00,8.2974
Total comprehensive income	(1,20,74,8.25)	46,63,1.23
Earnings Per Share	(7.51)	2.04

4. OPERATIONAL PERFORMANCE

As at the end of the reporting period, Reserve and Surplus the Company was of Rs. 39,23,12,145.00/, Other Comprehensive Income (Due to Fair Value of Investment on Transition date and additions during the year) is Rs 1,77,243.87/- and Statutory Reserves is of Rs. 3,952,714/-.

The Company has incurred loss during the year (i.e 2022-2023) of Rs. 1,12,83,149.48 /- as on 31st March 2023 as compared to the profit earned during previous year (i.e 2021-2022) of Rs. 29,62,293.60 as on 31st March 2022.

(figures in Lakhs)
250.00 200.00 150.00 100.00 50.00 0 00
				2022-23
								V —
-50.00 -100.00	Total Revenue				PBT		PAT
-IdU.UU

5. RESERVE AND PROVISIONS

During the period under review, the Company has not transferred any funds to the Statutory Reserve as required to be maintained under Section 45-IC of RBI Act, 1934 as it has incurred losses during the year under review.

6. SHARE CAPITAL

During the year 2022-2023, the Company has increased its authorized and paid-up capital of the Company. The Authorized Share Capital of the Company is Rs. 11,50,00,000 (Eleven Crore Fifty Lakhs Only)

(i) Rs. 8,00,00,000/- (Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakhs) Preference Shares of Rs. 10/- each and,

(ii) Rs. 3,50,00,000/- (Rupees Three Crores Fifty Lakhs Only) divided into 35,00,000 (Thirty Five Lakhs) Equity Shares of Rs. 10/- each.

The Paid-up Capital of the Company is Rs. 9,05,80,030 (Nine Crore Fifty Eight Lakhs thirty only):

(i) Rs. 7,10,75,030/- (Rupees Seven Crores Ten Lakhs Seventy-Five Thousand Thirty only) divided into 71,07,503 (Seventy-One Lakhs Seven Thousand Five Hundred Three) Preference shares of Rs. 10/- each and

(ii) Rs 1,95,05,000/- (Rupees One Crores Ninety-Five Lakhs Five Thousand Only) divided into 19,50,500 (Nineteen Lakhs Fifty Thousand Five Hundred) Equity Shares of Rs.10/- each.

7. DIVIDEND

The company is planning to expand and thereby would need funds to invest in future projects. With respect to the expansion of business the Company do not recommend any dividends for the current financial year but the Directors are hopeful for better results in enduing future.

8. LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Ltd. The Annual listing fees for the year 2022-23 have been duly paid to the Stock Exchange.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

10. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary.

Further, the Company does not have any associates and joint venture companies. The disclosure of particulars with respect to information related to performance and financial position of joint ventures or associate Companies subject to rule 8(1) and 8(5)(iv) of Companies (Accounts) Rules, 2014 is not applicable.

11. IMPACT OF COVID-19

In the light of the COVID-19 epidemic which has been declared a pandemic, the Company has been taking precautionary measures to protect the business and employees. Critical response teams have been setup across the organization to plan scenarios and respond in an agile manner to rapidly changing situation. To ensure the safety and well-being of the employees, all recommended precautions against COVID-19 have been taken, which includes work from home policy for eligible employees, restrictions on travel, minimizing contacts in public, health advisory to employees following State and Central government directives issued in this regard from time to time.

12. BRANCHES OF THE COMPANY

During the period under review, the company doesn’t have any branch office.

13. PUBLIC DEPOSIT

As the Company is a Non-Banking Financial Company (Non-Deposit Taking-Non-Systematically Important), the provisions of Chapter V of the Companies Act, 2013 are not applicable on the Company.

14. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

The particulars of every contract or arrangements entered into by the Company, with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form AOC-2 as Annexure-I.

15. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and ICAI guidance note on adequacy on internal financial controls with reference to financial statements, it is stated that there is adequate internal control system in the Company.

16. CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business during the financial year under review.

17. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

18. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from banks and Financial Institutions.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR

During the year under review the Board of Directors of the Company was duly constituted. None of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013.

Ms. Aruna, (DIN: 08582061) resigned from the post of director of the Company w.e.f. 11.01.2023.

20. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Your Company does not have material exposure of any commodity or foreign exchange and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141 dated 15th November, 2018

21. CONSTITUTION OF BOARD AND KEY MANAGERIAL PERSONNEL AS ON 31^st MARCH, 2023

S.No.	Name	Designation	DIN/PAN	Date of Appointment
1.	Pankaj Dawar	Managing Director	06479649	19/02/2015
2.	Shweta Dawar	Non-Executive Director	07171996	31/03/2015
3.	Pooja Bhardwaj	Independent Director	05158206	07/07/2020
4.	Makhan Singh Kainth*	Independent Director	00215325	01/01/2009
4.	Prithvi Raj Bhatt	Independent Director	08192235	07/07/2020
5.	Manish Kumar Gupta	Chief Financial Officer	ATPPG5276J	16/07/2015
6.	Preeti	Company Secretary and Compliance Officer	BPNPP6852E	24/12/2019

* Mr. Makhan Singh Kainth resigned on 3^rd April, 2023.

Ms. Aruna resigned from the post of Director on 11^th January, 2023.

Pursuant to the provisions of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Pankaj Dawar, Director, who retires by rotation and, being eligible, offers himself for re-appointment.

22. MEETINGS DURING THE FINANCIAL YEAR 2022-23

The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. During the year under review, 15 (Fifteen) Board Meetings, 5(Five) Audit Committee Meetings, 3(Three) Nomination and Remuneration Committee Meetings, 1(One) Independent Director’s Committee Meeting, 1(One) Risk Management Committee Meeting, 1(One) Stakeholder Relationship Committee Meeting, 1(One) Internal Complaint Committee Meeting, were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e . the maximum interval between any two board meetings did not exceed 120 days. Also, the meetings were conducted as per the applicable provisions of the Companies Act, 2013 read with rules

made thereunder and as per the Secretarial Standards -1 (SS-1) as framed by the Institute of Company Secretaries of India (ICSI) in this regard.

Date of the Board Meeting	Board Strength at the date of the meeting	No. of directors who attended the meeting	Name of the Directors present
11/04/2022	6	1. Mr. Pankaj Dawar 2. Mr. Makhan Singh 3. Mrs. Shweta Dawar 4. Ms. Pooja Bhardwaj 5. Mr. Prithvi Raj Bhatt 6. Ms. Aruna	1. Mr. Pankaj Dawar 2. Mr. Makhan Singh 3. Mrs. Shweta Dawar 4. Ms. Pooja Bhardwaj 5. Mr. Prithvi Raj Bhatt 6. Ms. Aruna
26/05/2022	6	1. Mr. Pankaj Dawar 2. Mr. Makhan Singh 3. Mrs. Shweta Dawar 4. Ms. Pooja Bhardwaj 5. Mr. Prithvi Raj Bhatt 6. Ms. Aruna	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Ms. Aruna
30/06/2022	6	1. Mr. Pankaj Dawar 2. Ms. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Ms. Aruna 6. Mr. Makhan Singh	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Ms. Aruna
09/08/2022	6	1. Mr. Pankaj Dawar 2. Mr. Makhan Singh 3. Ms. Shweta Dawar 4. Ms. Pooja Bhardwaj 5. Mr. Prithvi Raj Bhatt 6. Ms. Aruna	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Ms. Aruna
07/09/2022	6	1. Mr. Pankaj Dawar 2. Mr. Makhan Singh 3. Ms. Shweta Dawar 4. Ms. Pooja Bhardwaj 5. Mr. Prithvi Raj Bhatt 6. Ms. Aruna	1. Mr. Pankaj Dawar 2. Mr. Makhan Singh 3. Mrs. Shweta Dawar 4. Ms. Pooja Bhardwaj 5. Mr. Prithvi Raj Bhatt 6. Ms. Aruna
10/10/2022	6	1. Mr. Pankaj Dawar 2. Ms. Aruna 3. Mr. Makhan Singh Kainth 4. Ms. Pooja Bhardwaj	1. Mr. Pankaj Dawar 2. Ms. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt

		5. Mr. Prithvi Raj Bhatt 6. Mrs. Shweta Dawar	5. Ms. Aruna
14/11/2022	6	1. Mr. Pankaj Dawar 2. Ms. Aruna 3. Mr. Makhan Singh Kainth 4. Ms. Pooja Bhardwaj 5. Mr. Prithvi Raj Bhatt 6. Mrs. Shweta Dawar	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Ms. Aruna
23/11/2022	6	1. Mr. Pankaj Dawar 2. Ms. Aruna 3. Mr. Makhan Singh Kainth 4. Ms. Pooja Bhardwaj 5. Mr. Prithvi Raj Bhatt 6. Mrs. Shweta Dawar	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Ms. Aruna
07/12/2022	6	1. Mr. Pankaj Dawar 2. Ms. Aruna 3. Mr. Makhan Singh Kainth 4. Ms. Pooja Bhardwaj 5. Mr. Prithvi Raj Bhatt 6. Mrs. Shweta Dawar	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Ms. Aruna
23/12/2022	6	1. Mr. Pankaj Dawar 2. Ms. Aruna 3. Mr. Makhan Singh Kainth 4. Ms. Pooja Bhardwaj 5. Mr. Prithvi Raj Bhatt 6. Mrs. Shweta Dawar	1. Mr. Pankaj Dawar 2. Mr. Makhan Singh 3. Mrs. Shweta Dawar 4. Ms. Pooja Bhardwaj 5. Mr. Prithvi Raj Bhatt 6. Ms. Aruna
11/01/2023	6	1. Mr. Pankaj Dawar 2. Ms. Aruna 3. Mr. Makhan Singh Kainth 4. Ms. Pooja Bhardwaj 5. Mr. Prithvi Raj Bhatt 6. Mrs. Shweta Dawar	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Ms. Aruna
03/02/2023	5	1. Mr. Pankaj Dawar 2. Mr. Makhan Singh Kainth 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Mrs. Shweta Dawar	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt

14/02/2023	5	1. Mr. Pankaj Dawar 2. Mr. Makhan Singh Kainth 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Mrs. Shweta Dawar	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt
18/02/2023	5	1. Mr. Pankaj Dawar 2. Mr. Makhan Singh Kainth 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Mrs. Shweta Dawar	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Mr. Makhan Singh Kainth
06.03.2023	5	1. Mr. Pankaj Dawar 2. Mr. Makhan Singh Kainth 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Mrs. Shweta Dawar	1. Mr. Pankaj Dawar 2. Mrs. Shweta Dawar 3. Ms. Pooja Bhardwaj 4. Mr. Prithvi Raj Bhatt 5. Mr. Makhan Singh Kainth

23. DETAILS OF COMPOSITION MEETINGS OF COMMITTEES OF THE BOARD

(a) Audit Committee

In compliance with the provisions of Section 177 of the Companies Act, 2013, the primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The constitution of the Audit Committee is as follows:

Ms. Pooja Bhardwaj (Chairman)

Mr. Prithvi Raj Bhatt (Member)

Mrs. Shweta Dawar (Member)

No. of Meetings held: During the year, Five (5) Audit Committee Meetings were held, the details of which are as follows:-

Name of the Director	Category	No. of Meeting held	No. of Meetings Attended
Mrs. Shweta Dawar	Non-Executive Director	5	5
Mr. Prithvi Raj Bhatt	Non-Executive Independent Director	5	5
Ms. Pooja Bhardwaj	Non-Executive Independent Director	5	5

The Board has accepted all the recommendations proposed by the Audit Committee during the

Financial Year.

(b) Nomination and Remuneration Committee

In compliance with provisions of 178(1) of the Companies Act, 2013, the purpose of the Committee is to screen and review individuals qualified to serve as executive directors, non-executive directors and independent directors and to review their remuneration, consistent with criteria approved by the Board, and to recommend, for approval by the Board. The composition of Nomination and Remuneration Committee of the Company is as follows:

Mr. Prithvi Raj Bhatt (Chairman)

Ms. Pooja Bhardwaj (Member)

Ms. Shweta Dawar (Member)

No. of Nomination and Remuneration Committee Meetings held: During the year Three (3) Nomination and Remuneration Committee Meetings were held, the details of which are as follows:-

Name of the Directors	Category	No. of Meeting held	No. of Meetings Attended
Mrs. Shweta Dawar	Non-Executive Director	3	3
Mr. Prithvi Raj Bhatt	Non-Executive Independent Director	3	3
Ms. Pooja Bhardwaj	Non-Executive Independent Director	3	3

(c) Stakeholders Relationship Committee

In compliance with section 178 of the Companies Act, 2013, the Company has Stakeholders Relationship Committee to consider and resolve the grievances of security holders of the Company.

The Stakeholders Relationship committee comprises of the following shareholders:

Ms. Pooja Bhardwaj (Chairman)

Mr. Pankaj Dawar (Member)

Mrs. Shweta Dawar (Member)

Only 1 Meeting of Stakeholders Relationship Committee was held during the year and all the shareholders of the committee have attended the same.

Name of the Director	Category	No. of Meeting held	No. of Meetings attended
Pankaj Dawar	Managing Director	1	1
Shweta Dawar	Non- Executive Director	1	1

	Non-Executive Independent
Pooja Bhardwaj	Director	1	1

(d) Risk Management Committee

The Board of Directors has framed a Risk Management Committee to frame, implement and monitor the risk management of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The risk management committee has additional over sight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

The Risk Management Committee comprises of the following shareholders:

Mr. Pankaj Dawar (Chairman)

Ms. Pooja Bhardwaj (Member)

Ms. Shweta Dawar (Member)

Only 1 meeting of Risk Management Committee was held during the year and all the shareholders of the committee have attended the same.

Name of the Director	Category	No. of Meeting held	No. of Meetings Attended
Pankaj Dawar	Non-Executive Director	1	1
Shweta Dawar	Non-Executive Director	1	1
Pooja Bhardwaj	Non-Executive Independent Director	1	1

24. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations of independence, as required pursuant to provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in sub section (6) and Regulation 25 of Listing Regulations.

25. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. Presentations are regularly made at the meetings of the Board and its various Committees on the relevant subjects. The details of programs for familiarization of Independent Directors can be accessed on the Company website.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company''s Independent Directors met on 29th March, 2023, without the attendance of NonIndependent Directors and shareholders of the management. All Independent Directors were present at the meeting. At the meeting, they:-

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

iii. Assessed the quality and timeliness of flow of information between the Company management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

27. 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) That in the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;

c) That the directors had 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 that period;

d) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

e) That the Annual Financial Statements have been prepared on a going concern basis;

f) That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

g) That directors had devised proper system to ensure compliance with the provisions of all applicable laws is in place and was adequate and operating effectively.

28. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiaries, associates and joint venture companies. Hence, the disclosure of particulars with respect to information related to performance and financial position of the Subsidiaries, joint ventures or associate Companies subject to rule 8(1) and 8(5)(iv) of Companies (Accounts) Rules, 2014 is not applicable.

29. BRANCHES OF THE COMPANY

During the period under review, the Company doesn’t have any branch office

30. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 20, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not be mandatory, for the time being, in respect of the following class of companies:

A. The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;

B. The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Company’s paid-up share capital and net-worth doesn’t exceeds the prescribed threshold limits therefore, Regulations 17, 17A, 18, 20, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V are not applicable on the Company.

31. PERFORMANCE EVALUATION OF THE BOARD

SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 mandates that the Board shall monitor and review the evaluation framework. The framework includes the evaluation of Director on various parameters such as:

• Board dynamics and relationship

• Information flows

• Decision-making

• Relationship with Stakeholders

• Company performance and strategy

• Tracking Board and Committees’ effectiveness

• Peer evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Share Transfer Committee and Finance and Investment Committee.

In respect of the above-mentioned Evaluation framework, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its Committees, execution and performance of specific roles, duties, obligations and governance.

The performance evaluation of Committees, Executive Directors, Non-Executive Directors and Independent Directors was completed.

The Performance evaluation of the Chairman, Non-Executive Directors & Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process carried out their own performance evaluation too known as “Self-Assessment”.

32. REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee framed and adopted a policy for selection, appointment and payment of remuneration of Directors, Key Managerial Personnel, Senior Management.

33. SECRETARIAL STANDARDS OF ICSI

Your Company is in Compliance with all the applicable Secretarial Standards as specified by the Institute of Companies Secretaries of India.

34. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2023 is placed on the Company’s website and can be accessed at the website of the company i.e- www.bazelinternationalltd.com

35. INTERNAL AUDITORS

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed Mr. Prateek Jain as an Internal Auditor of the Company to conduct the internal Audit of the Company for the financial year 2022-23. The Company is also having an Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest improvement in the systems.

36. REPORTING OF FRAUD BY AUDITOR

In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 of Companies Act, 2013, there have been no frauds reported by the Auditors under sub section (12) of section 143 other than which are reportable to Central Government.

37. CHANGES AND COMMITTEES AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THE YEAR

There have been no material changes and 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 statements relate and till the date of this annual report.

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 186(11) of the Companies Act, 2013, disclosure under Section 134(3)(g) of the Companies Act, 2013 is not applicable on the Company.

39. ORDERS PASSED BY THE REGULATORS OR COURTS. IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company’s Operation in future.

40. DISCLOSURES UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Details of top ten employees in terms of remuneration drawn are attached in this Board’s Report as Annexure-Il.

Mr. Pankaj Dawar, Managing Director of the Company has been granted 1,44,500 Equity Shares as Sweat Equity Shares (having face value of Rs. 10/-) at a price of Rs. 109.72/- per share as determined in the valuation report dated 07th September 2022 received from M/s Kunvarji Finstock Private Limited (SEBI Category I Merchant Banking Registration Number -INMO00012564), for the value addition he continues to create in forth coming years while in employment of the Company, The said allotment was done on 03^rd February 2023 pursuant to the approval granted by Shareholders in their 40^th Annual General Meeting (AGM) held on 30^th September 2022.

Further, no other Director / employee of the Company, was in receipt of amount exceeding a salary of Rs. 8,50,000/- per month or more when employed for a part of the financial year and Rs. 1,02,00,000/-per annum or more when employed for whole of the year, or if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. under the provision of Rule 5 (2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

41. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nature this asset. The company has kept a sharp focus on Employee Engagement. The Company’s Human Resources is commensurate with the size, nature and operation of the Company.

42. EMPLOYEE STOCK OPTION DETAILS

During the year under review, the Company has introduced Employee Stock Option Plan called ''BAZEL ESOP SCHEME-BIL Employee Stock Option plan 2022'' (''ESOP 2022/ Plan'') to grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased

participation by them in the growth of the Company.

The Nomination and Remuneration Committee/Compensation Committee, through BIL Employee Stock Option Trust, dated 05^th December 2022, Supplementary Deed on 02^nd May, 2023 inter alia administers and monitors ESOS-2022/Plan. The above Schemes are in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”).

Further, your Company has obtained certificate pursuant to Regulation 13 of SEBI SBEB Regulations, and it will be placed at this 41^st AGM.

The ESOP 2022/ Plan can be assessed at the following link:

www.bazelinternationalltd.com

43. PARTICULARS OF EMPLOYEES

In Compliance with disclosures required under section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) relating to the remuneration and other details are as follows:

(i)The Company has paid remuneration to its Director during the year Details of the ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof are provided below

S. No.	Directors	Ratio to median remuneration
1	Mr. Pankaj Dawar	33.03
2	Ms. Shweta Dawar	NIL
3	Ms. Aruna	0.575
4	Ms. Pooja Bhardwaj	NIL
5	Mr. Prithvi Raj Bhatt	NIL
6	Mr. Makhan Singh Kainth	NIL

(ii). The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year-

1. 18.32 % increase in salary of Chief Financial Officer.

2. 38.14% increase in salary of Company Secretary.

3. Managerial Remuneration give to Managing Director in the year 2022-2023 by way of issuance of Sweat Equity shares within the limits of Companies act 2013 and as approved by members. Prior to 2022-2023, no remuneration was given to Managing Director of the Company.

(iii) . The percentage increase in the median remuneration of employees in the financial year 2022-23: 25%

(iv) As on 31^st March, 2023, total no. of permanent employees on the roll of the Company: 5

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration- 4.71:1145.053

Justification for the same-

The Company has allotted 144500 Equity shares as Sweat equity shares to Mr. Pankaj Dawar, Managing Director of the Company at a price of Rs109.72/- pursuant to the valuation report of the Company in compliance with provisions of Companies Act 2013 and the approval of Members in 40^th AGM of the Company.

(vi) The key parameters for any variable component of remuneration availed by the Directors -The Company has granted Sweat Equity shares to Mr. Pankaj Dawar, Managing Director of the Company for the value additions he proposes to give in the forthcoming years

(vii) The Company affirms that remuneration given to employees is as per the remuneration policy of the Company.

44. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Krishan Rakesh & Co., Chartered Accountants, (FRN: 009088N) were appointed as Statutory Auditors of your Company in the Annual General Meeting held on 30th September,2021 for a term of five years beginning 1st April,2021 to 31st March, 2026.

The Statutory Auditors have confirmed that they are not disqualified from being re-appointed as the Statutory Auditor of the Company.

45. STATUTORY AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made in the Statutory Auditors’ Report. The observation made by the Auditors are self-explanatory and do not require any further clarifications under Section 134(3)(f).

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

46.SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Meenu G. & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the company for the Financial Year 2022-23.

47. SECRETARIAL AUDITORS'' REPORT

The Report of the Secretarial Auditor in Form MR-3 is annexed here with as "Annexure III", which is self-explanatory and does not require any further clarification from the Board.

48. CERTIFICATE PURSUANT TO SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021

Pursuant to Regulation 13 of Securities And Exchange Board Of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 In the case of every company which has passed a resolution for the scheme(s)under these regulations, the Board of Directors shall at each annual general meeting place before the shareholders a certificate from the secretarial auditors of the company that the scheme(s) has been implemented in accordance with these regulations and in accordance with the resolution of the company in the general meeting. The Company has obtained this certificate and will be placed before the Shareholders at the ensuing date of 41^st Annual General Meeting (AGM).

49. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company. The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance.

The Key Policies are as follows:

Name of the Policy	Brief Description
Vigil Mechanism/ Whistle Blower Policy	This policy has been established with a view to provide a tool to Directors and Employees of the Company to report to Management genuine concerns including unethical behavior, actual or suspected fraud or violation of the code or the policy. The Policy also provides for adequate safeguards against victimization of Director(s)/ Employee(s) who avail of the mechanism and also provides for direct access to the chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy is provided on the website of the Company and may be accessed by clicking on the following link: http://bazelinternationalltd.com/wp-content/uploads /2022/09/Visil-
	Mechanism-policy.pdf
Risk Management Policy	This Policy represents the basic standards of Risk Assessment to be followed by the Company. Changes in the Policy will become effective upon approval by the Board of Directors of the Company. All relevant employees must be thoroughly familiar or made familiar with it and make use of the material contained in this Policy. The Risk Management Policy is provided on the website of the Company and may be accessed by clicking on the following link: http: //bazelinternationalltd.com/wp-content/uploads /2022/09/Risk-

	Manasement-Policv-..pdf
Nomination and Remuneration Policy	The Board has on the recommendation of Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is provided on the website of the Company and may be accessed by clicking on the following link: http://bazelinternationalltd.com/wp-
	content/uploads/2022/09/Nomination-and-Remuneration-Policv.pdf
Policy for determining materiality of event or Information	The Objective of this policy is to outline the guidelines to be followed by the Company for consistent, transparent and timely public disclosures of material information events/information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality. The Policy of determining Materiality of event/information is provided on the website of the Company and may be accessed by clicking on the following link: http://bazelinternationalltd.com/wp-
	content/uploads/2022/09/Policv-on-materialitv-information.pdf
Policy of Preservation of Records	This policy sets the Standards for classifying, managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for Subsequent archival of such records. The policy of preservation of records is provided on the website of the Company and may be accessed by clicking on the following link: http://bazelinternationalltd.com/wp-
	content/uploads/2022/09/policy-for-preservation-of-records.pdf
KYC and AML Policies	This policy is made to prevent criminal elements from using Company form laundering activities and to enable the Company to know / understand its customers and their financial dealings better which, in turn, would help the Company to manage risks prudently. The KYC and AML policies provided on the website of the Company and may be accessed by clicking on the following link: http://bazelinternationalltd.com/wp-content/uploads /2022/09/KYC-

	and-AML-Policy.pdf
Sexual Harassment Policy	As required under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has policy on prevention of Sexual harassment of women at work place and matters connected there with. During the year, no case of Sexual Harassment was reported pursuant to said Act and Policy. The Sexual Harassment policies provided on the website of the Company and may be accessed by clicking on the following link: http://bazelinternationalltd.com/?page id=4800
Other Policies	Policies like: Policy For Determining Material Subsidiaries, Insider Trading Prohibition Code Pursuant to SEBI (PIT) Regulations, 2015, Policy On Related Party Transaction(S), policy Familiarization of Independent Practice Code, Investment Policy, Fair Practice Code are prepared by the Company and followed in its true letter and spirit.

50. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and take suitable measures for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment.

During the financial year under review, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As required under the Sexual Harassment of women at Workplace (Prohibition, Prevention and Redressal) Act, 2013, the Company has policy on prevention of Sexual harassment of women at workplace and matters connected therewith.

51. DISCLOSURE ABOUT COST AUDIT

As per the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to the company for the Financial Year 2022-23.

52. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable as the Company is not covered under the criteria mentioned in Section 135(1) of the Companies Act, 2013.

53. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March, 2023 and is attached as Annexure-lV of this Annual Report for the reference of the stakeholder.

54. INTERNAL CONTROL SYSTEM

The Company''s internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Company’s internal controls, including its systems and processes and compliance with regulations and procedures.

The Company’s Internal Control System is adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

RISK MANAGEMENT

55. RISK MANAGEMENT

Risk Management is an integral part of the Company’s business strategy. The Board reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The Board nurtures a healthy and independent risk management function to inculcate a strong risk management culture in the Company.

56. INTERNAL CONTROLS SYSTEM

The Company’s internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Company’s internal controls, including its systems and processes and compliance with regulations and procedures.

The Company’s Internal Control System is adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

57. RISK MANAGEMENT POLICY

This Policy represents the basic standards of Risk Assessment to be followed by the Company. Changes in the Policy will become effective upon approval by the Board of Directors of the Company. All

relevant employees must be thoroughly familiar or made familiar with it and make use of the material contained in this Policy.

SUSTAINABILITY AND SOCIAL RESPONSIBILITY

58. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) CONSERVATION OF ENERGY

The Management is aware of the energy crises prevailing in the country and utilizes its energy sources in the best possible manner.

b) TECHNOLOGY ABSORPTION

Company upgrades the technology used by it as and when the need arises.

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

i) The total foreign exchange earned in terms of actual inflows during the financial year - Nil

ii) Total foreign exchange in terms of actual outgo during the financial year - Nil

59. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to express their grateful appreciation for assistance and cooperation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, staff and workers of the Company at all levels.

By the order of the Board For Bazel International Limited

Sd/- Sd/-

Pankaj Dawar Prithvi Raj Bhatt

Managing Director Director

DIN:06479649 DIN:08192235

Address: 98-B, Pocket-1, Platinum Enclave, Address: CG-192, CG Block, Sanjay Gandhi Sector-18, Rohini Sector-15, New Delhi- Transport Nagar, Badli Samai Pur, New Delhi-110089 110042

Place: New Delhi Date: 03.08.2023