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Bharat Electronics LtdIndustry : Electronics - Components
BSE Code:500049NSE Symbol: BELP/E(TTM):49.98
ISIN Demat:INE263A01024Div & Yield %:0.64EPS(TTM):7.5
Book Value(Rs):26.9470231Market Cap ( Cr.):274007.06Face Value(Rs):1
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To the Members,

Your Directors take pleasure in presenting this Integrated Annual Report and the Audited Financial Statements for the financial year ended 31 March 2025 together with the reports of the Statutory Auditors and the Comptroller and Auditor General of India thereon.

Financial Results and Performance Highlights

Financial results and performance highlights of the Company are summarised below:

(Rs. in Lakhs)
Particulars 2024-25 2023-24
Value of Production 23,83,493 20,38,050
Turnover 23,02,410 19,81,993
Profit Before Depreciation, Interest and Tax 7,53,518 5,75,401
Finance Cost 961 702
Depreciation & Amortisation 43,558 41,243
Profit Before Tax 7,08,999 5,33,456
Provision for Tax 1,80,174 1,31,456

Profit After Tax

5,28,825 4,02,000
Other Comprehensive Income / (Loss) 828 (5,764)
Total Comprehensive Income 5,29,653 3,96,236
Dividend Paid 1,68,124 1,46,196
Transfer to General Reserve 40,000 40,000
Other Equity (including Reserves & 18,96,670 15,35,141
Surplus)
Net Worth 19,69,768 16,08,239
Earnings Per Share (in ) 7.23 5.50
Book Value Per Share (in ) 26.95 22.00

Distribution of Value of Production for 2024-25 is given below:

(Rs. in Lakhs)
Particulars Amount Percentage
Materials 12,99,181 55%
Employee Cost 2,73,436 11%
Other Expenses (Net) 58,319 2%
Depreciation & Amortisation 43,558 2%
Provision for Tax 1,80,174 8%
Profit After Tax 5,28,825 22%

Total

23,83,493 100%

The Company's turnover for FY 2024-25 increased to

23,02,410 Lakhs from 19,81,993 Lakhs in FY 2023-24, registering a growth of 16.17%. The Profit After Tax (PAT) for FY is 5,28,825 Lakhs as compared to 4,02,000 Lakhs in the previous year. Turnover from indigenously developed products was 74%. Contribution for Defence supplies was at 94% of the turnover in FY 2024-25.

Dividend

In pursuant to Regulation 43A of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company formulated a Dividend Distribution Policy keeping in view the provisions of the SEBI (LODR) Regulations, 2015, the Companies Act, 2013, Guidelines issued by the SEBI, DPE, DIPAM, Ministry of Finance and other Guidelines to the extent applicable to the Company. The Policy is placed on the Company's website at https://bel-india.in/wp-content/uploads/2023/01/Board-approved-Dividend-Distribution-Policy.pdf

Our consistent performance and long-term value creation have been reflected in the quantum of Profits/Reserves distributed to Shareholders by the Company. The Board of Directors has recommended a final dividend of 0.90/- per equity share (90%), amounting to 65,788 Lakhs for the year 2024-25. The interim dividend of 1.50 per equity share (150%) has been paid to the shareholders for the financial year 2024-25. Thus, the total dividend for the year 2024-25 is 2.4 per equity share (240%), amounting to 1,75,435 Lakhs.

Transfer to Reserves

An amount of 40,000 Lakhs has been transferred to General Reserves for the financial year 2024-25.

Share Capital

The Company's authorised capital was 75,000 Lakhs (7,50,00,00,000 equity shares of 1/- each) and paid-up share capital was 73,098 Lakhs (7,30,97,78,829 equity shares of 1/- each fully paid-up) as on 31 March 2025. There was no change in the authorised/paid-up share capital of the Company during FY 2024-25.

Major Orders Executed

Weapon Systems, Electronic Warfare & Avionics Systems, Radar & Fire Control Systems, Communication Systems, Command & Control Systems, Anti-Submarine Warfare Systems, Tank & Gun Upgrade, Electro-optic Systems, Arms & Ammunition, Home Land Security Systems etc.

Exports

Your Company has been exporting various products, systems and services to a number of foreign countries. Your Company has been giving enhanced thrust towards addressing the export opportunities in defence and non-defence areas and this has resulted in achieving all time highest export sales of USD 106.17 Million in FY 2024-25 compared to USD 92.98 Million in FY 2023-24. Some of the countries to which your Company has exported its products and systems are France, Spain, USA, UK, Israel, Sweden, Mauritius, Armenia, Sri Lanka, Seychelles, and SEZs. The major products/systems exported include Radar Warning Receiver, Missile Approach Warning System, T R Modules, Data Link II, Coastal Radar Systems, Mechanical Parts, Communication Equipment, EO System, Upgradation of Sonar, Software, Services, etc.

Increase in export sales was mainly due to the concerted efforts and new initiatives taken by your Company. Continuous interactions with prospective foreign OEMs & Customers, proactive offering of products, systems and services, development of customised solutions, offerings of products in new defence and civilian segments, interactions with MEA and MoD undertaking and completing on-time delivery of projects have resulted in increased export sales. More efforts have been directed towards providing new/customised solutions and efficient support/services to the customers.

During FY 2024-25, your Company has acquired export orders worth USD 54.16 from countries like France, USA, Sweden, Sri Lanka, SEZ, etc. Your Company has export order book of USD 348.46 Million as on 1 April 2025. Over the years, your Company has established long term relationships with current and prospective customers.

Along with Defence, your Company is also exploring opportunities for civilian products and solutions in developed and developing countries in the areas of Artificial Intelligence (AI), Software Applications, Vacuum Interrupters, Civil Aviation Radars, Critical Infrastructure Protection, Solar Power Solutions, Electronics System Design & Manufacturing Services, etc.

Your Company is also focussing on various opportunities in Offset Business from foreign OEMs. Your Company is also closely working and partnering with various major foreign Aerospace and Defence Companies by offering products and systems to meet their specific requirements. Your Company has identified Contract Manufacturing (Build to Print and Build to Spec) and Transfer of Technology absorption for Make in India and sell global as emerging export opportunities.

Further, efforts are put in to establish long-term supply chain relationships with Indian and global OEMs. In this regard, your Company has offered various products and services to major Platform OEMs and their Tier-I suppliers. Your Company has also offered complete solutions globally in partnership from India OEMs. This has helped your Company in leveraging partnership for co-development, co- production, transfer of technology, and similar arrangements with various OEMs to undertake manufacturing of their products at your Company's facilities and utilisation of services of your Company not only for Indian programmes but also for their global requirements.

Persistent efforts by your Company have resulted in acquiring new customers from geographical locations such as USA, Europe and SEZ - India. During the year, new proposals for Radar, Gun and Tank Upgrades, Antenna with Pedestals, Radar Sub-Assemblies, Fuzes, Avionics, Shelters, Communication equipment', Avionics and EW systems, C4I etc. were submitted to global customers and foreign ministries. Your Company has established itself as a part of global supply chain of M/s Thales, SAAB, Elbit Systems, etc.

Actions by your Company to enhance exports are as follows:

a. Major initiatives undertaken

• Emphasis on Make & "Sell Globally" approach.

• Co-development/Co-production of products with foreign OEMs.

• Transfer of Critical Technology.

• Efforts to achieve "Single Vendor" status by offering customised solutions / products.

• Collaboration with Indian and Global OEMs to offer complete platform solutions to foreign customers.

• Establishing long term supply chain agreements with global OEMs.

• Focus on big programmes (Radar Systems, C4I, Gun/ Missile Systems/ Tank & Gun Upgrades etc.).

• Partnership with foreign local industries for entering new global markets.

• Offering new products in new geographical locations.

• Leveraging the reach of Channel Partners.

b. Following products and systems have been offered to foreign countries/customers:

• W eapon Locating Radar

• Avionics Systems

• Communication Equipment

• Naval Products and Systems

• Coastal Radar System

• Ship Upgrade, Tank & Gun Upgrade

• Electronic System Design & Manufacturing

c. Interactions were held with the following major international customers (OEMs):

• General Atomics, USA

• Boeing, USA

• Dynapar, USA

• SVT Group, Czech Republic

• Lockheed Martin, USA

• Airbus Defence & Space, Spain

• Terma, Denmark

• Elbit Systems, Israel

• IAI, Israel

• Thales, France

• SAAB, Sweden

d. Interactions were held with the following international customers (Defence Forces/ Ministries):

• Ministry of Defence, Armenia

• Seychelles Peoples Defence Forces

• Ministry of Defence, Oman

• Ministry of Defence, Columbia

e. Following were the major products exported during FY 2024-25:

• Radar Warning Receiver

• Missile Approach Warning System

• T R Modules

• Data Link II

• Coastal Radar Systems

• Medical Mechanical Parts

• Communication Equipment

• EO System

• Upgradation of Sonar

• Software Services, etc.

MoU with the Government

Your Company has been signing a Memorandum of Understanding (MoU) every year with the Ministry of Defence, Government of India based on guidelines issued by DPE. Performance of the Company for the financial year 2023-24 has been rated as "Excellent". The MoU rating for FY 2024-25 is under review by the Government.

Order Book Position

The order book of the Company as on 1 April 2025 is around

71,650 Crore. The order book comprises major programmes like Electronic Warfare & Avionics Systems, Radar & Fire Control Systems, Communication Systems, Weapon Systems, Command & Control Systems, Tank & Gun Upgrade, Arms & Ammunition, Anti-Submarine Warfare Systems, Electro-optic Systems, Home Land Security Systems etc.

Finance

We are happy to inform you that your Company has continued to maintain its growth momentum during FY 2024-25. Your Company's top line has grown by 16.17% to 23,024 Crore as compared to previous FY 2023-24. Our technological capability coupled with "Aatmanirbhar Bharat' initiatives of Govt. of India and growing opportunities in exports has helped the Company to achieve significant milestones during the current year. BEL's PBT has grown from 5,335 Crore to 7,090 Crore an increase of 32.91%. Similarly, PAT has grown by more than 30% to 5,288 Crore. Our Earnings per Share EPS for the year 2024-25 has increased to 7.23 from 5.50.

Your Company continues to invest in R&D and Capex which helps the Company to maintain its competitive advantage over its domestic and international competitors. We have invested to the tune of 1,472 Crore during the current year in several R&D projects, which works out to 6.4% of turnover. Similarly, in line with our growth strategy we have invested more than 908 Crore during the current year in Capex.

Our working capital continues to remain healthy, Inventory and Trade receivables as at the end of FY 2024-25 works out to 139 days of Value of Production and 144 days of Turnover respectively. We are able to meet Capex and Working Capital requirement entirely through Internal Accruals. We continue to remain Debt Free. BEL's Net worth in FY 2024-25 has increased to 19,697 Crore and corresponding Book Value per share has increased from 22.00 to 26.95. Our performance across all financial metrics be it Turnover, Profitability, Investment in Capex and R&D have continued to show an improving trend during the current year.

Deposits

The Company does not have any Public Deposit Scheme at present. However, the matured Public Deposit amount (collected prior to February 2006) with the Company was 36.95 Lakhs as on 31 March 2025. Out of this, 34 deposits amounting to 36.50 Lakhs have not been claimed or have not been paid as these accounts were frozen on the advice of the Karnataka Lokayukta. The remaining matured deposits of 0.45 Lakhs as on 31 March 2025 is unpaid due to insufficient documents/records produced by the Depositors.

Research & Development

BEL's Research and Development (R&D) philosophy is to enhance its pre-eminence in products/services for Defence and Professional Electronics through Research & Development. BEL's R&D strives for the development of new products built with cutting-edge technology modules. While fully meeting the customer requirements, the products developed by the Company are state-of-the-art, competitive and incorporate the highest levels of quality.

R&D has been one of BEL's core strengths which is being enhanced through in-house and collaborative R&D modes. Various divisions of BEL are involved in the development of Strategic Components, Technology Modules, Subsystems, Products, Systems and Systems of Systems.

BEL has a Three-Tier R&D structure, namely Central Research Laboratories (CRLs); Product Development and Innovation Centre (PDIC) & Centres of Excellence (CoEs);and Development and Engineering (D&E) groups attached to Strategic Business Units (SBUs)/Units. All the R&D/D&E centres of BEL, as recognised by the Department of Scientific & Industrial Research (DSIR), function at multiple locations across India. D&Es are located at each of the SBUs and Units namely Bengaluru, Chennai, Ghaziabad, Hyderabad, Kotdwara, Machilipatnam, Navi Mumbai, Panchkula and Pune. PDIC and CoEs are located in Bengaluru while CRLs are located in Bengaluru and Ghaziabad. The D&Es/PDIC/ CoEs/CRLs work in the identified technology and product areas, based on three-year R&D plans and after due approval of budget/time by the competent authority.

The D&E groups at SBUs/Units provide Systems and System of Systems solutions to the end users. Towards this, they get necessary technology modules and subsystems developed through CRLs, PDIC, CoEs and collaborative R&D partners. They conduct all evaluations and trials needed in the process of inducting these systems into service. They also extend technical support during the entire product life-cycle, and upgrades and also take care of obsolescence management.

Apart from in-house efforts, BEL R&D Engineers collaborate with DRDO, ISRO, CSIR, other Research Laboratories, National and International Academia, Research Institutes, OEMs/ Industries, Experts/Consultants, MSMEs and Start-ups in niche technology areas. BEL has created an ecosystem to co-create products/solutions in many business segments.

D&E Projects Initiated During FY 2024-25: Several R&D projects have been initiated during FY 2024-25 both through in-house development and collaborative efforts (mainly with DRDO). Major projects initiated during FY 2024-25 are Radars for Kusha Weapon System, ADTCR - Sky Shield, Kavach System, Autonomous Surface Vessel - Mine Counter Measure (ASV-MCM), Anunaad – Advanced Integrated Submarine Sonar Suite, BSS Roll-out, Multi-Function Radar, Network Elements for TCS Program, Foliage Penetration Radar, WLR - AESA (X).

D&E Projects Realised During FY 2024-25: Some of the major projects realised/completed during FY 2024-25 are Engineering Improvements of D4 System, AD Gun Training Simulator, Decoy System for AMS, Himshakti (COM Segment), X Band DWR (SSPA Based), QT Model for Sarang, MSSR Mk-XIIA, CMS Test-Bed, Super-SCADA for DMR, CBRN HAZMAT Vehicle

Important R&D Awards/Recognitions Received

During FY 2024-25:

• IETE Awards - 2024: NV Gadadhar Memorial Award and Young Scientist Award.

• Elets Technology Excellence Award 2024: AI-powered Digital Agriculture Platform with FPO Automation (Technology Excellence).

• PSU IT Awards, New Delhi, 2024: Excellence in Software Development, Employee Training & Development.

• SIDM Champion Award-2024 from Raksha Mantri: Import Institution for the development of Thermal Imager Technology Modules for T90 Tanks.

• ilouge Media 3rd PSU Transformation Conclave & Awards: Innovative Product Development Award for Air Defence Simulation and Evaluation System (ADSES).

• Aerospace Defence Awards 2025: Outstanding Contribution to Naval Systems.

• PSU Governance Now Award 2024: Excellence in R&D Initiative & Excellence in Innovation.

• Manufacturing Today Award 2024: Excellence in Innovation & Excellence in Technology.

New Products Developed Through In-house Development Efforts During FY 2024-25 are:

• Photonic Transmitter and Receiver for Atulya (ADFCR) Radar

• NMS software for SDR

• Air Traffic Management System for Civil Airports

• GIS Display for FMRH (VHF Radar).

• 3.1 - 3.5GHz 150W GaN Amplifier.

• Missile Check Facility Computer for QRSAM Radar.

• DVB-S2x Modem Waveforms.

• RFSoC based 3U VPX based baseband processing module.

• Electro Optical Imaging Intelligent and Stabilised System (EOIISS).

• 2 KW Fibre Laser source.

• RF - based SP for AMDR (2D).

• Digital Beam Former (64 channel) Hardware & Software for AMDR (3D)

New Products Developed through Collaborative Development Efforts During FY 2024-25 are:

• LRSAM & MFSTAR sub-systems for P17B/P17A.

• C Band 25 W GaN RF Device.

• Ferroelectric based Thin Film for tunable capacitors

Future Plan of Action: BEL will enable scaling of R&D for innovative Products / Services across the organisation to align with the objective of growth and transformation. All the tiers of R&D (D&Es, PD&IC, CoEs and CRLs) will continue to collaborate in identifying new areas of development and complementing each other in addressing the requirements through in-house and collaborative modes of development. BEL plans to continue investing in R&D for meeting the continuously evolving requirements of its customers as well as for diversification. While a major thrust would be given for in-house development, collaboration with national laboratories, academic institutions, research institutes, industry and MSMEs will also continue to be strengthened. Focussed technology/ product development efforts have been initiated in diversified areas like Arms & Ammunition, Smart Agriculture and AI-based projects including Predictive Maintenance. BEL has consistently been investing about 7% of its annual revenue every year in R&D and will continue to support R&D initiatives for enabling an Atmanirbhar Bharat, making & delivering high-quality defence & professional electronics products, systems & solutions for India and the world.

New Facilities Established

Infrastructure enhancement is one of the major objectives of the Company in order to stay upgraded for global opportunities and to be the best in business. During the year 2024-25, the Company has spent around 908 Crore as part of CAPEX investment towards modernisation of Plant & Machinery, Test instruments, R&D investments, Infrastructure up-gradation etc. Following are some of major facilities were established during FY 2024-25:

• New Li-ion Battery integration & Testing facility at BEL, Pune.

• New Assembly line for Electronic Fuzes at BEL, Pune.

• RPSC at Agra.

• Software development Centre at Vizag & New Delhi.

• RPSC at Bhatinda.

Information Technology (IT) Initiatives:

All SAP applications like ERP, File Lifecycle Management and Employee Self Service have been migrated to new hardware. For ERP, Supplier Relationship Management, Customer Relationship Management and Business Intelligence applications, the Database has been migrated from Oracle to HANA which is an in-memory database. This migration has resulted in significant performance improvement.

In the SAP system, IS/CO has implemented Automation & Mass payment process, Agreement Management System, Material Loan process, New RMA process, Digitization of Quality Champion Award and Green Wave Revolution for ESG System.

Cyber Security Initiatives:

• Cyber security threats are continuously growing on IT infrastructure. Innovative, sophisticated techniques & tactics are being deployed by adversaries for breaches & data exfiltration. To mitigate and keep a check on such risks, Cyber Defence Center (CDC) is established as dedicated centralized facility to monitor, improve the organization's cyber security posture while preventing, detecting, analyzing, and responding to cyber security threats in BEL. CDC is built on layered security approach (defense-in-depth) and continuously getting augmented with latest tools & technologies for main-taining the cyber resiliency.

• To further strengthen the cyber security preparedness, BEL Security Operation Center (SOC) is integrated with MoD CSOC. As part of integration, two log collector appliances are installed in BEL and logs of security appliances such as perimeter Firewall, Web Proxy, Email Gateway, DNS servers etc. are forwarded to these installed log collectors. This setup has facilitated real time integration with MOD Threat Intelligence Platform for automated blocking of Indicators of Compromises (IOCs) at perimeter Firewall. As part of the project CHAKRAVYUH Server is also installed for monitoring & managing internet facing endpoints installed with MAYA OS.

• For access for BEL's Internet mail from outside of BEL premises, new Grid-based au-thentication method has been implemented. This is a Make-in-India product that addresses the security requirements without any dependency on third party hardware (like hardware tokens, smart-phones, mobile networks for SMSs, OTPs and agent installation on user devices). Though the registered PIN and Target number is fixed, grid pin will be changing on each login to avoid the risk of credential compromise.

• Centralized Internet Gateway was established for uniform deployment of cyber security policies across all BEL units. Secure web gateway (SWG) was deployed to further upgrade, streamline and enforce the granular policies on internet access. The objectives of deployed secure web gateway are to filter internet traffic, enforce security and ac-ceptable use policies, and protect users and organizations from online threats. Web gateway scrutinizes every outgoing web request from user system, ensuring requests do not breach set policies and only permitting them if deemed safe. Similarly, incom-ing data is inspected before reaching users. Web Gateway ensures safe internet access, prevent malware from reaching corporate Network and shield organization from po-tential data breaches.

• Total Business Data resides in SAP's HANA Database which is deployed with Secure configuration and hardening. Access control to Database is possible only through SAP application. Support patches released by SAP are regularly applied. Granular access control of User Roles and authorizations is enabled based on the principles of least privilege, need-to-know basis and Segregation of Duties. Audit trail log is enabled for all Users. Entire infrastructure is subject to Annual VAPT from CERT-in empanelled agency. Daily automated backup is enabled. Three way Disaster Recovery (DR) system is deployed with Primary, Secondary site (Near DR) in BEL Bangalore and Far DR site at BEL Hyderabad. Synchronous replication is enabled between Primary and Near DR sites with auto failover capabilities ensuring Business Continuity.

• BEL has adopted Virtual Desktop Infrastructure (VDI) to avoid storing of Data on PCs and enhancing Information

Security. PCs with Windows OS are inherently vulnerable to malware, viruses, worms, data leakage and other Security vulnerabilities. These is-sues have been overcome by the implementation of centralised VDI and replacing or converting End Point PCs to Thin Clients. The Data Centre facilities of Units have been upgraded for hosting VDI. Separate VDI has been commissioned for intranet and In-ternet. VDI Intranet Data are now stored in Data Centres in encrypted form. Central-ised security policies and Security patching are enforced centrally for the entire infra-structure.

Quality

Quality, Technology, Innovation are three guiding pillars of BEL's Business initiatives. Quality being the first pillar, has been one of the focus area for the company. The company is committed for continual improvement through process approach in line with World-Class Quality Systems. All Units/Strategic Business Units (SBUs)/ Common Services Groups (CSGs) are accredited to AS9100D/ISO 9001 Quality Management Systems (QMS). All Units/SBUs of the company are committed to Environment Management System through ISO 14001 Std and Occupational Health Safety Management System through ISO45001 Std. 14 Units/SBUs/Divisions of the company are certified for Information Security Management System (ISMS) ISO 27001. Test Equipment, Calibration and Maintenance Divisions of Bangalore Complex, Ghaziabad, Panchkula, Chennai, NAMU and Hyderabad Units (Total 13 Labs) are certified by NABL in accordance with ISO/IEC 17025 Standard. Software SBU is certified for CMMi level 5 and also for ITSMS ISO 20000-1. NCS & DCCS SBUs of Ghaziabad, CRL-GAD, Chennai and Hyderabad Units are certified for CMMi Level 3. BAE and BEEI are certified for EOMS ISO 21001.

Some of the significant achievements in 2024-25 on Quality area front are: BEL received additional Green Channel Status for 3 Products from Ghaziabad Unit, 3 Products from Panchkula Unit & 5 Products from Chennai Unit during the year 2024-25. With this, BEL now has 28 certificates for 86 Products across 13 SBUs/Units. EW- LS Hyderabad was certified for AFQMS and As9100D for first time. Panchkula & Chennai Units are certified with ISO27001:2022 for first time. Ghaziabad unit was certified for Energy Management System (EnMS) ISO 50001. Chennai, Hyderabad Pune & Navi Mumbai units were certified combined Standards ISO 1400 & ISO45001.

BEL Quality continued to win several Awards & Accolades during 2024-25. BEL Panchkula Unit received the coveted CII Exim Bank "Business Excellence Award for 2024", similarly BEL Pune Unit received the Platinum Award. BEL received the prestigious "Golden Peacock" award for Quality from the Institute of Directors (IOD). Bangalore Complex and Ghaziabad units received National Safety "Kalinga Award" from IQEMS. BEL also received "Governance now PSU Award" & "PSU Transformation Award" for Digital transformation in the area of Quality.

As part of quality initiatives, a Web based Inspection and Quality Assurance Software (WIQAS) developed by BEL is a complete Digital Solution streamlining the QA process across DGQA Units and Defence Industries.

Fifty Four products were identified for Hybrid QA 4.0 implementation by September 2025. WIQAS software for Navy developed and deployed, version for Airforce and Army taken up.

The Company has facilitated involvement of employees in the Quality Movement through Quality Control Circle (QCC). During the year 596QCC presentations are made by various QCC Teams. Many QCC teams are nominated for national competitions and all are adjudged for various categories of Awards. QCC Pragati Team from Kotdwara and Anubhav team from Panchkula Unit have participated in ICQCC 2024 conducted by Sri Lanka, and both teams won Gold awards. Around 5017 suggestions are awarded in FY 2024-25. A total savings of 95.36 Crore was achieved through this Suggestion Scheme implementation in various process improvements during this year.

During the year 17 Executives from various Unit/SBUs are certified as "Certified Quality Engineers (CQE)" from ASQ. 13 Executives from various Unit/SBUs are certified as "Certified Reliability Engineers (CRE)" from ASQ. 31 Executives got certified as "Project Management Professional (PMP)" from PMI USA. 18 mid-level and senior executives are certified as "Certified Data Analytics (CDA)" by Indian Statistical Institute (ISI), Bangalore.

Total 164 Six Sigma Projects have been completed during the year 2024-25, resulting in an estimated savings of 7,037.97 Lakhs to the company.15 BEL Six Sigma teams participated in regional level competitions CCQC-2024 organised by QCFI and all 15 teams won highest award "GOLD". 14 BEL Six Sigma teams participated in National level competitions NCQC-2024 organised by QCFI and all 14 teams won highest award "PAR Excellence".

ADSN SBU from Bangalore Complex won the First Prize, Panchkula Unit, Antenna SBU of GAD won second and third prizes respectively in companywide Quality Recognition Award (QRA) 2024. Innovation teams from EM, Components Software & ADSN Teams won Gold & Silver Awards in CII Digitalisation, Low Cost Automation implementation.

Quality Champion is a new flag ship award introduced this FY 2024-25 and conferred to three executives of the company for their extraordinary involvement and dedication towards Quality improvement in the Organisation.

This year also the company conducted the Integrated Customer Satisfaction Survey, and the Satisfaction Index is 85.67 with a net promoter score of 64.37 which is very good in comparison with bench mark companies.

The company aiming the comprehensive Digital Transformation, implementation of Industry 4.0 for best Productivity, and to achieve higher growth rate in the coming year.

Human Resources

Your Company employed 8,844 people as on 31 March 2025 compared to 8,937 people as on 31 March 2024. Out of these employees, 5,420 were engineers/scientists and 1,951 were women employees. A total of 478 employees were inducted during FY 2024-25. 81 employees belonging to the Scheduled Castes (SC), 27 employees belonging to the Scheduled Tribes (ST), 180 employees from the Other Backward Classes (OBC), 22 employees belonging to the Minority Community and

6 Physically Challenged employees were inducted during FY 2024-25.

Your Company has been complying with the Government directives on reservations. The particulars of SC/ST and other categories of employees as on 31 March 2025 are as under:

Category of Employees Executives Non-Executives
Group ‘A' Group ‘B' Group ‘C' Group ‘D'
Scheduled Caste 1,110 46 460 18
Scheduled Tribe 430 17 124 09
OBC 1,557 67 759 58
Ex-Servicemen 52 - 231 96
Physically Challenged 108 04 90 -

Various training programmes were conducted during the year to enhance competencies in Technical, Functional, Managerial and Leadership areas. Structured Executive Development Programmes were conducted regularly with premier institutes to meet the evolving training needs of executives as they progress through various grades. A detailed write-up on HR initiatives during the year is provided separately in the Management Discussion and Analysis Report, which forms a part of this report.

Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is an equal-opportunity employer and consciously strives to build a work culture that promotes the dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, the Company has implemented the policy on prevention, prohibition and redressal of sexual harassment at the workplace, which has been uploaded on the Company's intranet portal. All women, permanent, temporary or contractual, including those of the service providers, are covered under the Policy.

An Internal Complaints Committee has been constituted in each of the nine constituent units, including the corporate office to redress complaints relating to sexual harassment. Awareness programmes were conducted across the Company to sensitise employees and uphold the dignity of their colleagues at the workplace, particularly with respect to the prevention of sexual harassment. The details of the complaints filed, disposed of and pending during the year pertaining to sexual harassment are provided in the Business Responsibility and Sustainability Report, which forms a part of this report.

Awards and Accolades

Your Company strives to achieve the highest level of quality in all its products by considering consumer insights and by reaching out to consumers. During the year, your Company has received the following various Awards and Accolades:

• BEL Panchkula Unit received the coveted CII EXIM Bank ‘Business Excellence Award for 2024'.

• BEL Pune unit received the ‘Platinum Award' and BEL Bengaluru Complex was recognised as a "Winner" by the Confederation of Indian Industry (CII) for the sustainable initiatives.

• Outstanding Contribution to Naval Systems Award'.

• ‘Kalinga National Safety Platinum Award'.

• ‘PSU Transformation Awards 2024'.

• ‘Indian Chamber of Commerce (ICC) PSE Excellence Awards'.

• "Special Jury Supplier Award" from Thales Group.

• BEL bagged three Awards at "PRCI Global Conclave 2024".

• ‘Risk Management Leadership Award'.

• ‘Digital Transformation Award'.

• ‘Green Initiative Award'.

• ‘Innovative Product Development Award'.

• ‘Digital Champions Award for Document Management'.

• ‘Climate Action Champion Award'.

• Silver Award for ‘Implementation (Digitisation) of Employee Self-Service' in Economic Times PSU Leadership & Excellence Awards 2024.

• Elets Technology Excellence Award 2024.

• SCOPE Excellence Award for Digitalisation.

• National Export Excellence Award.

• ‘Governance Now Award for Excellence in Digital Procurement, Reskilling of Employees, R&D, HR & Finance'.

• ‘SIDM Champion Award'.

Subsidiaries, Joint Ventures and Associates

BEL Optronic Devices Limited (BELOP) is a wholly-owned subsidiary of BEL, which manufactures Image Intensifier. BELOP achieved a turnover of 18,325 Lakhs for the year compared to 12,645 Lakhs in the previous year. The Profit After Tax (PAT) for the year was 2,068 Lakhs compared to 1,659 Lakhs in the previous year.

BEL-THALES Systems Limited (BTSL) is a subsidiary of BEL. Your Company holds 74% of the equity capital in BTSL. During the year, BTSL recorded a turnover of 11,747 Lakhs compared to 9,368 Lakhs in the previous year. The Profit After Tax (PAT) for the year was 476 Lakhs compared to 277 Lakhs in the previous year.

GE BE Private Limited is Associate Company of BEL. Your Company holds 26% of the equity capital in GE BE Pvt. Ltd. GE BE Pvt. Ltd. recorded a turnover of 1,80,621 Lakhs for the year compared to 1,71,833 Lakhs in the previous year. The Profit After Tax (PAT) was 13,739 Lakhs for the year compared to 16,184 Lakhs in the previous year.

The Defence Innovation Organisation (DIO) is a ‘Not for Profit' Company as per the provisions of Section 8 of the Companies Act, 2013 with an authorised share capital of 1 Crore. With an equity participation of 50% from BEL and 50% from HAL, the Company was formed with the objective of funding innovation in the Defence sector.

Pursuant to the provisions of Section 129(3) of the Companies Act, read with Rule 5 of Companies (Accounts) Rules, 2014 (as amended), a separate statement containing the salient features of the financial statement of Subsidiaries/

Associate/ Joint Ventures in Form AOC-1 is appended to the Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.bel-india.in.

Consolidated Financial Statements

Consolidated Financial Statements of your Company and its Subsidiaries for the year ended 31 March 2025 have been prepared in accordance with the provisions of Section 129(3) of the Companies Act & applicable Indian Accounting Standards and forms part of this report.

Vigilance

The Company's Vigilance Organisation is headed by Mr Nilabhra Sengupta, IRSSE, Chief Vigilance Officer (CVO) appointed as CVO / BEL on 02.12.2024. Full time Vigilance Officers posted in Units / SBUs are handling vigilance activities in the Units / SBUs. Vigilance Committees are formed to look after the Vigilance Administration in the Units / SBUs. The Unit/SBU Heads are designated as Chairman of the Vigilance Committee. Preventive Vigilance has been the thrust area of the Vigilance Organisation and the same received focus during the year 2024-25. The Vigilance Department examines procurement processes on continual basis, conducts regular and surprise inspections and investigates instances of any suspected transactions referred to it. An employee or third parties can bring any suspected transaction to the notice of CVO for investigation which is examined as per the Complaint Handling Policy of the Company. Online Complaint Management System has been made operational and complaints can be filed by accessing the Vigilance Portal in BEL website.

During the year, 3,011 Purchase Orders/ Contracts (>25 Lakhs) have been reviewed by field Vigilance Officers.

Five Intensive Examination (IE) teams have been formed for conducting CTE Type Intensive Examination. 60 High value Procurements Contracts has been taken up by the IE Teams during the year 2024-25.

Regular and Surprise checks and Inspections have also been conducted by the field Vigilance Officers.

46 Complaints were received and 43 were disposed. Disciplinary action and system/process improvement have been recommended in some cases where lapses were observed.

107 Executives (including TC Personnel) & 17 Non-Executives working in sensitive areas for more than 3 years have been rotated.

Vigilance Department has been certified for ISO 9001/2015 Certification for the Vigilance function of BEL.

In line with the CVC's guidelines on Leveraging Technology and to ensure transparency through effective use of technology, the following functions have been made operational through SAP and the Company's website:

• E-Procurement.

• Online registration of Vendors.

• Vendor Payment Information System.

• E Payment/Bank transfer of payment to Vendors.

• Details of awarded Contracts/Purchase Orders valuing more than 10 Lakhs in respect of works contracts, service contracts, capital items and non-production items have been posted in the website.

• Details of awarded Contracts/Purchase Orders issued on nomination / single tender basis value exceeding 5 Lakhs are posted on the website.

• Corruption Risk Management Policy is framed and implemented across the Company.

• Vendors' Directory is maintained.

• File Life Cycle Management System (FLM) is fully implemented across the company.

• Online filing of APRs is facilitated in SAP for all the Executives and the Executives have been filing the APRs in SAP.

• Vigilance Monthly and Quarterly Reports are generated through SAP

• Vigilance clearance is accorded through the dedicated Vigilance portal in SAP.

Vigilance setup in BEL has been continuously endeavouring to bring transparency, fairness and equity in all transactions and processes of the company through creating a sense of awareness on Systems and Procedures through awareness campaign and training programmes.

Key activities carried out during the year 2024-25:

A)

Observation of Vigilance Awareness Week 2024:

Inauguration and Integrity Pledge taken:

BEL has observed Vigilance Awareness Week from 28 October to 3 November 2024 with the theme "Culture of Integrity for Nation's Prosperity" at all Units/SBUs/Offices across the country. Capacity Building Programmes under three months campaign, competitions, outreach programmes, gramsabha, guest lectures, seminars, workshops, training on Vigilance Awareness, Vigithon, Walkathon, Marathon, Street Plays, Storytelling Sessions, Vendors Meet and other programmes were conducted on the occasion.

Distribution of Pamphlets/Banners/Slogans/Standees on Vigilance:

Display of Banners, Boards near the Entrance Gate of all the 9 Units of BEL and in various Schools and Colleges wherever Awareness Week programme was conducted. Pamphlets on Integrity Pledge were made and distributed among Employees, Executives and Contract Personnel. Display of Banner during the Week at prominent places like Lalbagh Botanical Garden, Kanteerava Stadium, BEL Circle, Doddabommasandra Arch and Nanjappa Circle, BEL Institutions, BEL Hospital, BEL Thales Systems Ltd., BEL Kalakshetra, Central Research Laboratory, PDIC in Bengaluru.

Outreach activities:

1. Vigilance Awareness Programmes were held at Govt. First Grade College, Yelahanka, Govt. Polytechnic, Arakere, Srirangapatna, Mandya and Jawahar Navodaya Vidyalaya, Bagalur, Bangalore. Around 500 students attended the programme. Essay writing, Slogan writing, Quiz and Poster competitions were conducted and prizes were distributed.

2. Vigilance Awareness Programme was held for residents of Sumadhura Mathrushree Residency Apartment.

3. 2 Street Plays sensitising the public on corruption were conducted at Lalbagh Botanical Garden, Bangalore.

4. 3 Street Plays sensitising the public on corruption were conducted at BEL Circle Bus Stop, Doddabommasandra Market and Lake.

5. Marathon, Walkathon and Cyclothon events were conducted for BEL Educational Institution students.

6. Vigilance Awareness Programme for Gram Sabha was conducted at Govt High School, Bashettihalli.

7. "VIGITHON" was conducted by Vigilance Study Circle, Bangalore Chapter at Kanteerva Stadium, Bangalore. Various Bangalore based PSUs like BEL, HAL, BEML, KIOCL, ITI were participated in large numbers.

8. Live Direct Phone-in Programme on "Corruption

Control and Vigilance Awareness Week 2024" was organised by DD Chandana TV channel. Shri Keshava Raju H. S., AGM (Vigilance)/ BEL participated as guest in the programme. He was interviewed by the channel. He provided valuable insights into vigilance practices and anti-corruption initiatives. He shared about lodging complaints through PIDPI. He answered to the queries by public through phone during the programme.

9. Vendors Meet were organised in Bangalore Complex, Ghaziabad Unit, Chennai Unit, Navi Mumbai Unit, Pune Unit, Kotdwara Unit, Panchkula Unit and Regional Office Kolkata.

As a part of Capacity Building Programmes - precursor to VAW 2024, the following training programmes were conducted during three months campaign period (16 August – 15 November 2024): i) Ethics and Governance, ii) Cyber Hygiene and Security, and iii) Procurement were conducted by BAE for Bangalore Complex and through VC for Other Units, iv) Conduct Rules, and v) Systems and Procedures of the Organisation were conducted at individual Units.

B) Vigilance Programmes and other Programmes Organised in BEL:

1 As. a part of Post Graduate Certificate in Management course (PGCM) in supply chain management, training on "Vigilance Overview", "Overview of CVC Manual 2021 and BEL Vigilance Manual 2023" and "Case Studies on Procurement" for executives working in MM, Purchase and Finance was conducted at BEL Academy for Excellence (BAE), Bangalore.

2. As a part of Vigilance Induction Programme, a training session was arranged for Probationary Engineers. It includes talk by CVO as "Voice of Leader", training on "Vigilance Overview and Structure", "Overview of BEL Procurement, Purchase Procedure and SubContract Procedure", "Salient Features of Vigilance Manual, PIDPI Process and APR Filing", "Cyber

Hygiene and Security", "Ethics and Governance", "Salient Features of RTI", "Preventive Vigilance" and "Overview of BEL Procurement through Works Contract".

3. Seminar on Cyber Hygiene and Security was organised by Vigilance Study Circle, Bangalore Chapter at BEL Academy for Excellence, Nalanda, Bengaluru.

4. Story Telling Sessions were held on "Values and Ethics through Folktales" covering ethics, honesty and integrity, Ethical Leadership and Stage Play on Punyakoti and Kannada Folk Song by students of M/s. Dharithree Trust for senior management and "Ethical and moral values" for BEL Educational Institution students.

5. 1,448 Executives and 89 Non-Executives were given basic awareness programme on Vigilance.

C) Vigilance Audit Conducted:

Second Surveillance Audit was conducted by M/s. TUV SUD South Asia Pvt. Ltd. at Pune Unit, Corporate Office, Bangalore Complex and Kotdwara Unit.

D) Annual Vigilance Meet 2024-25:

Annual Vigilance Meet 2024-25 was held at Lansdowne (near Kotdwara) from 17.02.2025 to 19.02.2025. The following talks/presentation was held during the meet:

1. Talk by Ms Kalyani Sethuraman, IRAS, CVO/ HAL on various striking aspects of Vigilance investigation into the irregularities by presenting case studies on Civil Works and Bills Payable.

2. Talk by Brigadier Vinod Singh Negi from Garhwal Rifles, Lansdowne on Vigilance activities in Indian Army.

Vigilance Magazine "Jagriti" was released by CVO during the meet.

Integrity Pact

One of the initiatives of the Central Vigilance Commission (CVC) to eradicate corruption in procurement activity is introduction of the Integrity Pact in large value contracts with Government Organisations. In line with the directives from Ministry of Defence and the Central Vigilance Commission, your Company has adopted Integrity Pact with all vendors / suppliers / contractors / service providers for all Orders / Contracts of value 300 Lakhs and above. The Integrity Pact essentially envisages an agreement between the prospective vendors / bidders and the principal (BEL), committing the persons / officials of both sides, not to resort to any corrupt practices in any aspect / stage of the contract. Only those vendors/bidders, who commit themselves to such a Pact with the principal, would be considered competent to participate in the bidding process. Integrity Pact, in respect of a particular contract, would be operative from the stage of invitation of bids till the final completion of the contract. Any violation of the same would entail disqualification of the bidders and exclusion from future business dealings.

As recommended by the CVC, the Company has appointed Mr Sanjay Kumar Srivastava, IAS (Retd.), Mr Rajiva Ranjan Verma I.P.S (Retd.), Mr Ashwani Kumar, former CMD, Dena Bank for monitoring implementation of Integrity Pact in the Company.

Procurement from Micro & Small Enterprises (MSEs)

Your Company has been providing increased thrust on enhancing procurement from Micro & Small Enterprises (MSE) and has been implementing Public Procurement Policy for MSEs as per the guidelines/notification issued by the Ministry of MSMEs. BEL has on-boarded on the TReDS Platform, GeM, MSME Sambandh & MSME Samadhaan Portals complying with Government guidelines.

The Company has conducted and participated in Vendor Development Programmes for Indian vendors including MSME/Start-ups on various occasions throughout the year. BEL extends provisions as envisaged in Ministry of MSME notifications, released from time to time, to MSME/Start-ups in procurement.

BEL's procurement from MSEs is 34% of total Domestic procurement during FY 2024-25 against the mandatory target of 25% as per the Public Procurement Policy for MSEs.

Implementation of Official Language Policy

Your Company is committed to adhering to the Official Language (OL) policy of the Government of India. During 2024-25, the Company has achieved targets prescribed in the Annual Programme issued by Dept. of OL, Ministry of Home Affairs (MHA), GoI to transact official work in Hindi.

OL Inspections: The First Sub-Committee of Committee of Parliament on Official Language conducted OL inspections of Central Research Laboratory, Ghaziabad on 20 November 2024 and Bengaluru Complex on 22 January 2025. MoD officials conducted inspection of Ghaziabad Unit on 15 January 2025. Dy.Director (Implementation/South), Dept. of OL, MHA conducted OL inspection of CO on 2 July 2024. Corporate OL Inspection team conducted 06 inspections of its subordinate Units/Offices in India and 1 overseas office.

Participation: OL teams of BEL participated in the 4th All India OL Conference and 02 Regional OL Conferences organised by the Dept. of OL, MHA. Honourable Home Minister released BEL Defence Electronic Glossary during the All India OL Conference. Office Heads attended TOLIC meetings.

OL Programmes: All India BEL OL Conference was organised in BEL Hyderabad on 28 February 2025. A competition on OL Policy for the member offices of TOLIC (Undertakings) was organised in Bengaluru. OLIC meetings, Hindi Workshops and Technical Talks in Hindi were conducted by all Units/Offices. Hindi Month and Hindi Day was observed during September in all the Units and Offices of the Company.

Bilingualisation: All Units and Offices of the Company including Corporate Office are issuing documents in bilingual as per the Section 3(3) of Official Language Act, 1963. Usage of Hindi is being encouraged in correspondence and on computers. Individual orders under OL Rule 8 (4) were issued to officers/employees who are having proficiency in Hindi to do their complete work in Hindi. Also, a circular on creation of Check Points under Rule 12(1) of OL Rules was issued.

Computerisation and Website: Updated information pertaining to OL is being communicated through OL Portal GARIMA introduced by OL Dept. of Corporate Office. Quarterly progress reports from Units/Offices are being received online in SAP. Hindi notings are being written in File Life-cycle Management (FLM). Provision has been made to open the Homepage of Company's website in Hindi also.

Training and Reporting: Roster is maintained for Hindi language training and computer training which is updated from time to time. As per the Roster, employees were nominated for online training. Quarterly / half yearly reports are sent to OL Dept., MHA, GoI, MoD, Hindi Teaching Scheme and Town Official Language Implementation Committee (TOLIC) as per schedule.

Incentives and Awards: Company has various lucrative Incentive Schemes for doing original work in Hindi. These schemes are named after renowed Hindi Litterateur which carry cash awards from 2000 to 10,000. Employees have participated in the TOLIC competitions and won prizes. Corporate Office was awarded for excellence in OL implementation by TOLIC (Undertaking), Bengaluru. CMDs OL Shield for Excellence in OL implementation was awarded to the subordinate units situated in A, B and C region respectively.

Publications: Hindi Magazines were published by the Units / Corporate Office to propagate usage of Hindi in the company.

New Initiatives: In order to propagate Hindi among employees, a Linguistic Harmony Programme was organised in which popular television serials were screened. The first BEL OL Coffee Table book ‘ATHAK' was published highlighting OL implementation, new initiatives and achievements of BEL. A dedicated section for OL has been introduced in the Company's website. Defence Electronics Glossary of BEL is prepared in coordination with the Commission for Scientific and Technical Terminology (CSTT), Ministry of Education. World Hindi Day was celebrated on 10 January and message of Honourable Prime Minister was read out. As part of Krishna Sobti Hindi Lecture Series, lectures were organised on general interest and technical topics.

Continuous efforts are being made to ensure OL implementation and for increasing progressive usage of Hindi across the Company.

Implementation of the Right to Information Act, 2005

In consonance with the provisions of the Right to Information Act, 2005 (the Act), your Company has well-defined mechanism in place to address the provisions of the Act. Your Company has a designated General Manager level officer as a "Nodal Officer" to oversee the implementation. The requests received are processed by 17 senior personnel designated as "Central Public Information Officers (CPIOs)" including one at Corporate Office and each at the Units/ROs. Your Company has a designated General Manager level officer as a "First Appellate Authority" to dispose of first appeals filed under the Act. In compliance to Government directives, your Company is successfully processing the applications under the Act, online.

The information to be provided as per Section 4(1) (b) of the Right to Information Act, 2005 has been posted on the website of company www.bel-india.in

The FAA, CPIOs and other internal stakeholders involved are sensitised about their obligations under the Act through training and workshops.

Your Company received 620 applications (including 56 transferred by other Public Authorities to BEL) during the period from April 2024 to March 2025, and 38 RTI applications were carried forward from year 2023-24. A total of 619 applications were responded to including 115 applications that were rejected, out of a total of 658 applications. Your Company received 91 First Appeals during the period, out of which 86 were disposed-off. Quarterly RTI returns for all the four (4) quarters have been submitted to the Central Information Commission.

Meetings of Board and Committee(s)

During the year, seven Board meetings were held and the maximum interval between any two meetings was not more than 120 days. The details of meetings of the Board and Committee(s) held during FY 2024-25 are furnished in the Corporate Governance Report, which forms a part of this report.

Change in Directors & Key Managerial Personnel and their Shareholding

The following changes took place in the Directorate and Key Managerial Personnel of your Company during FY 2024-25:

Sl. No. Name of the Director Designation Date of Appointment Date of Cessation
1 Mr Rajnish Sharma (DIN: 10738394) Director (Bangalore Complex) 10.08.2024 Not Applicable
2 Mr T Natarajan (DIN: 00396367) Govt. Nominee Director Not Applicable 10.09.2024
3 Mr Rajeev Prakash (DIN: 08590061) Govt. Nominee Director 10.09.2024 Not Applicable
4 Dr Parthasarathi P V (DIN: 06400408) Independent Director Not Applicable 28.12.2024
5 Mr Mansukhbhai S Khachariya (DIN: 01423119) Independent Director Not Applicable 28.12.2024
6 Dr Santhoshkumar N (DIN: 09451052) Independent Director Not Applicable 28.12.2024
7 Mr Prafulla Kumar Choudhury (DIN: 00871919) Independent Director Not Applicable 28.12.2024
8 Dr Shivnath Yadav (DIN: 09450917) Independent Director Not Applicable 28.12.2024
9 Mr Gokulan B (DIN: 09473378) Independent Director Not Applicable 20.01.2025
10 Mrs Shyama Singh (DIN: 09495164) Independent Director Not Applicable 07.02.2025

Mr Manoj Jain, Chairman & Managing Director, Mr Damodar Bhattad S, Director (Finance) and Chief Financial Officer and Mr S Sreenivas, Company Secretary are the KMPs, in terms of section 203 of the Companies Act, 2013.

Lt. General Vishwambhar Singh (Retd) (DIN:09461326) was appointed as Additional Director (Independent Director) on 23 April 2025, Mr Harikumar Raghavan Nair (DIN: 11086669) was appointed as Additional Director [Director (R&D)] on 2 May 2025, Mr Pradeep Tripathi, (DIN:11111295) was appointed as Additional Director (Independent Director) on 16 May 2025, Mr Bharatsinh Prabhatsinh Parmar, (DIN:07781550) was appointed as Additional Director (Independent Director) on 21 May 2025, Mr Kamesh Kasana (DIN:11194293) was appointed as Additional Director [Director (Other Units)] on 14 July 2025 and Ms Meera Mohanty (DIN:03379561) was appointed as Additional Director (Government Nominee Director) on 16 July 2025.

Mr Rajnish Sharma , Lt. General Vishwambhar Singh (Retd), Mr Harikumar Raghavan Nair, Mr Pradeep Tripathi, Mr Bharatsinh Prabhatsinh Parmar, Mr Kamesh Kasana and Ms Meera Mohanty are being appointed as Directors on terms as set out in the notice of 71st Annual General Meeting (AGM).

Mr K V Suresh Kumar, Director (Marketing), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The details of Directors and Key Managerial Personnel (KMPs) who are holding shares in the Company as on 31 March 2025 are given below:

Sl. No. Name Designation No. of Equity Shares Held
1 Mr Manoj Jain (DIN: 09749046) Chairman & Managing Director 7,590
2 Mr Bhanu Prakash Srivastava (DIN: 09578183) Director (Other Units) 3,789
3 Mr Damodar Bhattad S (DIN: 09780732) Director (Finance) & CFO 3,789
4 Mr Vikraman N (DIN: 10185349) Director (HR) 3,789
5 Mr Rajnish Sharma (DIN: 10738394) Director (Bangalore Complex) 3,789
6 Mr Sreenivas S Company Secretary 3,789

The Company has not issued any convertible securities during the year.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Sections 134(3)(c) & 134(5) of the Companies Act, 2013 state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2025 and of the profit of the Company for the year ended 31 March 2025;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors ensured proper internal financial controls were in place and such financial controls were adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and the same were adequate and operating effectively.

Integrated Report

The Company, has voluntarily provided an Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well-informed decisions and have a better understanding of the Company's short, medium and long-term perspective. The Report also touches upon aspects such as the organisation's strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

Significant and Material Orders

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

Events Subsequent to the Date of Financial Statements

There are no material changes and commitments affecting the financial position of the Company which occurred between 31 March 2025 and the date of signing of this Report.

Related Party Transactions

There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties that were entered into during FY 2024-25 were on an arm's length basis and were in the ordinary course of business. None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. All Related Party Transactions are placed before the Audit Committee and also to the Board for approval, if required. Members may refer to the notes to the accounts for details of related party transactions. The policy for related party transactions has been uploaded on the Company's website www.bel-india.in. Information pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure-1.

Corporate Social Responsibility

Your Company has formulated a Corporate Social Responsibility Policy pursuant to the provisions of Section 135 & Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications, amendments issued by the Ministry of Corporate Affairs (MCA). The Corporate Social Responsibility Policy is posted on the Company's website, www.bel-india.in. The CSR activities undertaken by your Company are in-line with the applicable Government Legislations & Guidelines issued from time to time, directing CSR fund distribution, themes for CSR expenditure, areas of operation etc.

Our Community Interventions focus on holistic development, institution building and sustainability-related initiatives. Our focus sectors are Healthcare, Education, Skill Development, Rural Development and Environmental Sustainability. By implementing capacity building measures, empowering marginalised and underprivileged communities, we strive for inclusive growth and equitable societal development. During FY 2024-25, DPE guidelines for CSR Expenditure stipulate CPSEs to take up CSR interventions on the common theme of Health & Nutrition with preference being given to Aspirational Districts identified by NITI Aayog and PM Internship Program.

Accordingly, the Company has rolled out focussed interventions to augment health infrastructure in Government Hospitals and make available mobile healthcare services at the door-step of the rural populace. Encouraging scientific curiosity among students & general public, opening up opportunities to experience technology-enabled learning aids in government educational institutions, promoting vocational skills training to enhance employability of youth and creating a sustainable ecosystem for flora & fauna in the wild are high points in the CSR space. Pursuant to the requirement under the Companies (Corporate Social Responsibility) Rules, 2014 (as amended), a report on CSR activities for FY 2024-25 is annexed herewith as Annexure-2.

Statutory Auditors

Pursuant to Section 139(5) of the Companies Act 2013, for FY 2024-25, the Comptroller and Auditor General of India (C&AG) appointed M/s RAO & EMMAR, Chartered Accountants, Bengaluru, as Statutory Auditors of the Company for the audit of accounts of Bangalore Complex, Hyderabad unit, Chennai unit and Corporate Office. M/s C V Chitale & Co., Chartered Accountants, Pune were appointed as Branch Auditors of Pune & Navi Mumbai units. M/s Ashwani

& Associates, Chartered Accountants, New Delhi, were appointed as Branch Auditors of Ghaziabad unit, Panchkula unit and Kotdwara unit. M/s P Subbarayudu & Co, Chartered Accountants, Vijayawada were appointed as Branch Auditors for the Machilipatnam unit.

The Statutory Auditors' Report on financial statements for the FY 2024-25 and ‘Nil' comments of the Comptroller

& Auditor General of India (C&AG) under Section 143(6) (b) of the Companies Act, 2013 on the financial statement, including consolidated financial statement, are appended to the Annual Report.

Cost Auditors and Maintenance of Cost Records

Your Company appointed M/s GNV & Associates, Cost Accountants, Bengaluru, as Cost Auditors of the Company for FY 2024-25 for the audit of the cost records of the Company. The Company maintains cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Company has appointed M/s Thirupal Gorige & Associates LLP, Practicing Company Secretaries, Bengaluru for FY 2024-25 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as

Annexure-3.

The Secretarial Auditor in his report observed that:

i) During the year under review, the composition of Board was not in compliance with the Regulation 17(1) of SEBI (LODR) Regulation, 2015 from 10 August 2024 to 31 March 2025, and it was not in compliance with Section 149 of the Companies Act, 2013 from 28 December 2024 to 31 March 2025, due to vacancies in the position of Independent Directors.

ii) The Quorum of Board meeting held on 5 March 2025 was not in compliance with Regulation 17(2A) of SEBI (LODR) Regulations, 2015, due to vacancies in the position of Independent Directors.

iii) The Composition of Audit Committee was not in compliance with Section 177 of the Act and Regulation 18(1) of SEBI (LODR) Regulation, 2015 w.e.f. 20 January 2025, due to vacancies in the position of Independent Directors.

iv) The Quorum of Audit Committee meeting held on 30 January 2025 was not in compliance with Regulation 18(2)(b) of SEBI (LODR) Regulations, 2015, due to vacancies in the position of Independent Directors.

v) The Composition of Nomination and Remuneration Committee was not in compliance with Regulation 19(1) & (2) of SEBI (LODR) Regulation, 2015 w.e.f. 28 December 2024 and was not in in compliance with Section 178(1) of the Act w.e.f. 20 January 2025, due to vacancies in the position of Independent Directors.

vi) The composition of Stakeholders Relationship Committee was not in compliance with Regulation 20 of SEBI (LODR) Regulation, 2015 and Section 178(5) of the Companies Act, 2013 w.e.f. 7 February 2025, due to vacancies in the position of Independent Directors.

vii) The composition of Risk Management Committee was not in compliance with Regulation 21 of SEBI (LODR) Regulation, 2015 w.e.f. 7 February 2025, due to vacancies in the position of Independent Directors.

viii) The composition of CSR Committee was not in compliance with Section 135 of the Companies Act, 2013 w.e.f. 7 February 2025, due to vacancies in the position of Independent Directors.

It is informed that the above mentioned non-compliance is due to non-appointment of requisite number of Independent Directors on the Board of BEL. BEL being a Govt. Company, all Directors on the Board of BEL are appointed by the Govt. of India and the selection process & appointment, which involves various Ministries and approval by the ACC, takes time and is beyond the control of the Company.

Reporting of Frauds by Auditors

During the year, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee under Section 143(2) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in the prescribed format has been hosted on the website of the company at - https://bel-india. in/investors/#annualreports

Risk Management

Pursuant to the Reg.21 of SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference, Risk Management Policy etc. are set out in the Corporate Governance Report and a detailed note on Risk Management is provided in the Management Discussion and Analysis Report, which forms a part of this report.

Company's Policy on Director's Appointment,Remuneration and Board Evaluation

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for the selection and appointment of Directors, Senior Management and their remuneration, Board Evaluation etc. The details are set out in the Corporate Governance Report, which forms part of this report.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named the Whistle-Blower Policy to deal with instances of fraud, mismanagement and unethical behaviour, if any. The details of the policy are set out in the Corporate Governance Report.

Declaration from Independent Director(s)

The Company has received necessary declaration from Independent Director(s) of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 that the Independent Director(s) of the Company meet with the criteria of his Independence laid down in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Management Discussion and Analysis Report

Management Discussion and Analysis Report required under the SEBI (LODR) Regulations, 2015 and also under the Government (DPE) Guidelines on Corporate Governance for Central Public Sector Enterprises (CPSEs), is attached to this Report as Annexure-4.

Particulars of Loans, Guarantees & Investments

In terms of Circular No. GSR 463(E) dated 5 June 2015 issued by the Ministry of Corporate Affairs, Government of India, the Company being a Government Company engaged in Defence production is exempt from Section 186 of the Companies Act, 2013.

Particulars of Employees and Related Disclosures

The provisions of Section 197 of the Companies Act and the relevant Rules regarding particulars of employees drawing remuneration in excess of the limits specified are exempted for Government Companies, in view of the Gazette Notification No. GSR 463 (E) dated 5 June 2015 issued by the Ministry of Corporate Affairs, Government of India.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. A detailed note on Internal Financial Controls is provided in the Management Discussion and Analysis Report, which forms part of this report.

Audit Committee

As on 31 March 2025, the Audit Committee comprised of Non-Executive -Nominee Director viz., Mr Rajeev Prakash and Dr. Binoy Kumar Das as its Members. During FY 2024-25, all the recommendations made by the Audit Committee were accepted by the Board.

Corporate Governance Report

In terms of Regulation 34 of the SEBI (LODR) Regulations, 2015 and DPE Guidelines, a Report on Corporate Governance along with a Compliance Certificate issued by the Statutory Auditors of the Company is attached with this report as

Annexure-5.

Business Responsibility and Sustainability Report (BR&SR)

The SEBI (LODR) Regulations, 2015 mandated the inclusion of the Business Responsibility & Sustainability Report (BR&SR) as part of the Annual Reports for the top 1,000 listed entities based on market capitalisation. In terms of Regulation 34(2) (f) of Listing Regulations, a BR&SR for FY 2024-25 describing the initiatives taken by the Company from an Environmental, Social and Governance (ESG) perspective, in the format as specified by SEBI from time to time is attached with this report as Annexure-6.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Your Company, being a Defence PSU, the disclosure of information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo under the provisions of Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) is not required as the Ministry of Corporate Affairs vide Notification GSR No. 680 (E) dated 4 September 2015 has granted exemption to Defence Public Sector Undertakings.

Compliance with Secretarial Standards

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Acknowledgement

Your Directors place on record their deep appreciation and gratitude for the valuable support received from all the customers, particularly the Defence Services and the Paramilitary Forces and look forward to their continued support and co-operation in future. Your Directors also place on record their gratitude for the support received from the various Ministries of the Government of India, especially the Ministry of Defence, the Department of Defence Production. Your Directors express their gratitude to the Defence Research and Development Organisation (DRDO) and the various Research Laboratories under DRDO, particularly in the joint development programmes and new products. Your Directors express their sincere thanks to the Comptroller and Auditor General of India, Statutory Auditors, Branch Auditors, Cost Auditors, Secretarial Auditors, Company's Bankers, Collaborators and Vendors. Your Directors appreciate the sincere effort by the employees at all levels, which enabled the Company to achieve a good performance during the year. Your Directors express their appreciation and gratitude to all the shareholders/investors for the trust and confidence reposed in the Company and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

For and on behalf of the Board
Bengaluru Manoj Jain
28 July 2025
Chairman & Managing Director