Batliboi Ltd — AGM Information 2022

Jul 20, 2022

Batliboi Ltd.

Legal & Secrelanal Departmeni Regcl- & Corporate Office: Bharal House, 5th Floor, 104, BomOay Samachar M^g, Fort, Mumbai - 400 001 India Phone : +91 (22)6637 8200 Fax : +91 (22) 2267 5601 E-mail: legal@batliboi.com Web. : www.batliboi.com CIN ■ L52320MH1941PLC003494

==> picture [64 x 12] intentionally omitted <==

----- Start of picture text -----

BATLIBOI
----- End of picture text -----

Scrip Code: 522004

20* July 2022

Dear Sir / Madam,

Submission of Notice of ACM under Regulation 30 of the SEBI fListinP Ohliaatinnc and Disclosure Requirements! Regulations. 201S.

As required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith Notice of Annual Genera! Meeting to be held on Friday, 12' August. 2022 for your reference and records-

Kindly take the same on your records.

==> picture [68 x 10] intentionally omitted <==

----- Start of picture text -----

Yours Faithfully
----- End of picture text -----

==> picture [91 x 92] intentionally omitted <==

----- Start of picture text -----

For Batliboi Limited
Pooja Mane
Company Secretary
----- End of picture text -----

Annual Report 2021-22

==> picture [78 x 50] intentionally omitted <==

NOTICE

NOTICE is hereby given that the 78[th] Annual General Meeting of BATLIBOI LIMITED, will be held on Friday, 12[th] August, 2022 at 4.00 p.m. IST through Video Conferencing(‘VC’)/ other Audio Visual Means (‘OAVM‘) facility to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

2. (a) the Audited Standalone Financial Statements of the Company for the Financial Year ended 31[st] March, 2022, together with the Reports of the Board of Directors and the Auditors thereon; and

3. (b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31[st] March, 2022 and the Report of the Auditors thereon.

4. Re-appointment of Mr. Sanjiv Joshi- Managing Director (DIN: 08938810) as a Director liable to retire by rotation.

5. To re-appoint M/s. Mukund M. Chitale & Co., Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

To consider and if thought fit, to pass, with or without any modification(s), the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013(the Act), and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and pursuant to recommendation of the Audit Committee and the Board of Directors, M/s. Mukund M. Chitale & Co. Chartered Accountants (Firm Regn. No. 106655W) be and are hereby re-appointed as the Statutory Auditors of the Company for term of five consecutive years, who shall hold office from the conclusion of this 78[th] Annual General Meeting till the conclusion of the 83[rd] Annual General Meeting to be held in the year 2027 at such remuneration plus reimbursement of out-of pocket, travelling and living expenses etc., as may be mutually agreed between the Board of Directors of the Company and the said Auditors.”

SPECIAL BUSINESS:

4.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 148 and such other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the remuneration of 65,000/- (Rupees Sixty Five Thousand), as recommended by the Audit Committee and approved by the Board of Directors payable to M/s. N.N.T. & Co, Cost Auditors (Firm Registration No. R/100911) as Cost Auditors to conduct the audit of the relevant Cost records of the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, for the financial year ending 31[st] March, 2023 be and is hereby ratified and confirmed.”

RESOLVED FURTHER THAT Board of Directors and Company Secretary be and are hereby authorized to give effect to this resolution and to do all such deeds and things as may be necessary to give effect to this resolution”.

3

Batliboi Ltd.

5. To approve revision in remuneration of Mr. Kabir Bhogilal as Whole Time Director of the Company.

To consider and if thought fit to pass the following resolution as an Special Resolution

RESOLVED THAT in partial modification of resolution passed in this regard by the members of the Company through Postal Ballot held on Monday, April 26, 2022 and in accordance with the provisions of sections 196, 197 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s), re-enactments thereof for the time being in force), and on the recommendation of the Nomination and Remuneration Committee and approval of the Board, the consent of the members be and is hereby accorded for the revision in remuneration of Mr. Kabir Bhogilal, Whole Time Director, with effect from June 01, 2022 for the remaining period for receiving remuneration ending on 10[th] February, 2025 with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment and / or remuneration subject to the same not exceeding the limits specified under Schedule V of the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.

RESOLVED FURTHER THAT the remuneration payable to Mr. Kabir Bhogilal, Whole Time Director with effect from June 01, 2022 shall be as under:

Salary: Rs. 80,925 p.m. (in the scale of Rs. 80,000 p.m. to Rs. 2,00,000/- p.m.)

Perquisites and allowances: In addition to above, Mr. Kabir Bhogilal will also be entitled to Allowances and Perquisites which shall include HRA (House Rent Allowance), SCA (Special Compensatory Allowance) and other benefits.

RESOLVED FURTHER THAT in the event of any statutory amendment or modification to the Companies Act, 2013, the Board of Directors be and are hereby authorized to vary and alter the terms of appointment including salary, commission, perquisites, allowances etc. payable to Mr. Kabir Bhogilal within such prescribed limit or ceiling and as agreed by and between the Company and Mr. Kabir Bhogilal without any further reference to the Company in the General Meeting.

RESOLVED FURTHER THAT except for the aforesaid revision in remuneration, all other terms and conditions of his appointment as Whole Time Director of the Company, as approved by the resolution passed through Postal Ballot of the Company held on April 26, 2022 shall remain unchanged.

RESOLVED FURTHER THAT the Board, and /or the Company Secretary of the Company be and is hereby authorized to do all acts, and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

1. Approval of Material Related Party Transactions to be entered into by the Company with Batliboi Environmental Engineering Limited

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or amendments or re-enactment(s) thereof, approval of the Members be and is hereby accorded, to enter into contracts/ arrangements/ transactions with Batliboi Environmental Engineering Limited, a ‘Related Party’ as defined under Section 2(76) of the Companies Act, 2013 and Regulation 2(zb) of the Listing Regulations for purchase, sale, transfer or receipt of products, goods, materials, services, rents, common sharing expenses, product development, reimbursement/recovery costs, reimbursement of corporate service charges and on account of transfer price

4

Annual Report 2021-22

==> picture [78 x 50] intentionally omitted <==

or other obligations, if any, on such terms and conditions as may be mutually agreed upon between the Company and Batliboi Environmental Engineering Limited, for an amount not exceeding in aggregate of Rs. 34 Crores for financial year 2022-2023.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things and to finalize the terms and conditions as may be considered necessary, expedient or desirable, in order to give effect to this resolution.”

NOTES:

1. The details pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), in respect of Director seeking reappointment and the Explanatory Statement in respect of appointment of Director is annexed hereto.

2. The Register of Members will remain closed from Saturday, 6[th] August, 2022 to Friday, 12[th] August, 2022 (both days inclusive). Friday, 5[th] August, 2022 shall be the cut-off date as on which the right of voting of the Members shall be reckoned and a person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

3. Members who have not yet registered their email addresses are requested to register the same with their Depository Participants in case the shares are held by them in dematerialized form and with the Company in case the shares are held by them in physical form.

4. As per Regulation 40 of SEBI Listing Regulations, securities of listed companies can be transferred only in dematerialized form with effect from April 01, 2019, except in case of request received for transmission or transposition of securities. In view of this, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

5. CDSL e-Voting system – for remote e-Voting

6. i) As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (‘MCA’), vide its General Circular No. 20/2020, 14/2020, 17/2020, 02/2021, 02/2022 hereinafter collectively referred as “MCA Circulars” and SEBI vide its Circular No. SEBI/ HO/ CFD/ CMD1/ CIR/ P/ 2020/ 79, SEBI/HO/CFD/ CMD2/CIR/P/2021/11 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 hereinafter collectively referred as “SEBI Circulars”. The forthcoming AGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

7. ii) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

8. iii) The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 Members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

9. iv) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

5

Batliboi Ltd.

• v) Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the Members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the Members such as such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-Voting.

• vi) In line with the Ministry of Corporate Affairs (MCA) Circulars the Notice calling the AGM and the Annual Report for the financial year 2021-22 has been uploaded on the website of the Company at www.batliboi.com . The Notice can also be accessed on the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility) i.e. www.evotingindia.com

• vii) The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circulars

• viii) In continuation of this Ministry’s General Circular No. 02/2022, dated 05th May, 2022 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2022, to conduct their AGMs on or before 31.12.2022, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020.

i) The voting period begins on Tuesday, 9[th]

th August,

During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) on Friday, August 5, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (i) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (ii) Pursuant to SEBI Circular No. under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

6

Annual Report 2021-22

==> picture [78 x 50] intentionally omitted <==

Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Individual Shareholders holding securities in demat mode with NSDL	1) 2) 3) 4) 1) 2)	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginor visitwww. cdslindia.com and click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia. comhome page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

7

Batliboi Ltd.

Type of shareholders	Login Method
	3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders (holding securities in demat mode) login through theirDepository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (iv) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

8

Annual Report 2021-22

==> picture [78 x 50] intentionally omitted <==

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

==> picture [511 x 178] intentionally omitted <==

----- Start of picture text -----

For Physical shareholders and other than individual shareholders holding
shares in Demat.
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA
or contact Company/RTA.
Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
OR in your demat account or in the company records in order to login.
Date of Birth (DOB) If both the details are not recorded with the depository or company, please
enter the member id / folio number in the Dividend Bank details field.
----- End of picture text -----*

• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(viii) Click on the EVSN for the Batliboi Limited on which you choose to vote.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote

(xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system

9

Batliboi Ltd.

(xv) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; investors@batliboi.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast mentioning their name, demat account number/folio number, email id, mobile number at investors@batliboi.com.The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at investors@batliboi.com These queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

Annual Report 2021-22

==> picture [78 x 50] intentionally omitted <==

1. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

2. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investors@batliboi.com / investorsqry@datamaticsbpm. com.

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

1. The Statutory Registers and documents in accordance with the Companies Act, 2013 will be available for inspection in electronic mode.

2. The result of the voting shall be displayed on the Notice Board of the Company at its Registered Office and Corporate Office. The result along with the Scrutiniser’s Report shall also be placed on the website of the Company www.batliboi.com and of CDSL.

3. Members may also write to the Company Secretary in case of grievances connected with voting by electronic means at the mail id: investors@batliboi.com.

By order of Board of Directors

Pooja Mane Company Secretary

Place: Mumbai

==> picture [85 x 35] intentionally omitted <==

Bharat House, 5[th] Floor, 104, Bombay Samachar Marg, Fort, Mumbai - 400 001. www.batliboi.com

11

Batliboi Ltd.

Item No. 4

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint cost auditors to audit the cost records of the Company.

The Board on the recommendation of the Audit Committee has approved the appointment of M/s. N.N.T & Co, Cost Accountant to conduct the audit of the cost records of the Company for the Financial Year 2022-23 at a remuneration of Rs. 65,000/- p.a. plus out of pocket expenses incurred, if any in connection with the cost audit.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the members of the Company. Accordingly, consent of the Members is sought to ratify the remuneration payable to the Cost Auditor for the financial year 2022-23

None of the Directors / Key Managerial Personnel of the Company/ their relatives are in any way concerned or interested financially or otherwise, in the Resolution as set out at Item No.4 of the Notice

The Board recommends the Ordinary Resolution as set out at Item No. 4 of the Notice for the approval of the Members.

Item No. 5

Pursuant to provisions of Section 196, 197 and 203 read with Schedule V and all other applicable provisions, if any of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, through Postal Ballot held on Monday, April 26, 2022 members approved the appointment of Mr. Kabir Bhogilal as Whole Time Director of the Company for a term of 5 (five) years, from February 11, 2022 to February 10, 2027 on the terms and conditions as detailed in the draft Agreement including remuneration for the period of 3 (three) years from February 11, 2022 to February 10, 2025

Further, the Board of Directors in its Meeting held on 27[th] May, 2022 based on the recommendation of the Nomination and Remuneration Committee Meeting have revised remuneration in scaled manner of Mr. Kabir Bhogilal, Whole Time Director, as set out in the resolution at Item No. 5 of the Notice, which is under the limit specified in Schedule V of the Companies Act, 2013 with effect from June 01, 2022 for the remaining period of receiving remuneration ending on February 10, 2025, subject to approval of Members at this Annual General Meeting.

Further, the Company has not made any default in repayment of any of its debts or interest payable thereon.

Except for the aforesaid revision in salary, all other terms and conditions of his appointment as Whole Time Director of the Company as approved by the members of the Company shall remain unchanged.

The other details of Mr. Kabir Bhogilal in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are annexed to this Notice.

The terms of the remuneration as detailed in the Agreement are as under:

Basic Salary: Rs. 80,925 p.m (in the scale of Rs. 80,000/- p.m. to Rs. 2,00,000/- p.m.)

12

Annual Report 2021-22

==> picture [78 x 50] intentionally omitted <==

Allowances and Perquisites: Rs. 1,74,160/- p.m. (in the scale of Rs. 1,70,000 p.m. to Rs. 3,40,000/- p.m.)

SCA (Special Compensatory Allowance): Rs. 1,01,250 p.m. (in the scale of Rs. 1,00,000/- p.m. to Rs. 2,00,000/p.m.)

He shall be entitled for Group Personal Accident Policy covered as per Company Policy.

He shall be entitled to Gratuity, L.T.A and Provident Fund contribution.

Statement pursuant to Part II, Section II (B) (IV) of Schedule V of the Companies Act, 2013 is annexed herewith.

The agreement mentioned herein above shall be made available for inspection in physical or electronic form during normal business hours (9:00 A.M. IST to 5:00 P.M. IST) on all working days except Saturdays, Sundays and Public Holidays up to the last date of the e-voting of the Company at the registered office of the Company.

Except Mr. Kabir Bhogilal, Mr. Nirmal Bhogilal and Mrs. Sheela Bhogilal, None of the Directors / Key Managerial Personnel of the Company/ their relatives is in any way concerned or interested financially or otherwise, in the Resolution as set out at Item No.5 of the Notice

The Board recommends the Special Resolution set out at Item No.5 for the approval of the Members.

Statement pursuant to Part II, Section II (B) (IV) of Schedule V

I. General Information

• (1) Nature of Industry : 1. Manufacturing of Machine Tools, Textile Machinery, Air Conditioning & Humidication Plants & Equipments;

• 1. Marketing of various kinds of Machine tools, Industrial Machinery & Equipments;
• 1. Manufacturing and Contracting in the field of Air Conditioning.

• (2) Date or expected date of commencement : N.A. of commercial production As the Company was initially incorporated as Private Company on 6[th] December, 1941 and the commercial production being carried on for more than 65 years.

• (3) In case of new Companies, expected date : N.A. of commencement of activities as per project approved by financial institutions appearing in the prospectus

13

Batliboi Ltd.

(4)	Financial performance based on given indicators	:	The financial performance is as detailed below:- 2021-22 2020-21 (Rs. In Lacs) (Rs. In Lacs) Turnover 14,606.94 9,404.72 Profit/Loss (620.29) (590.69) Net worth 11,096.40 11,719.63 Dividend Nil Nil
(5)	Export performance and net foreign exchange collaborations	:	2021-22 2020-21 (Rs. In Lacs) (Rs. In Lacs) Sale for Export 1343.47 630.12 Purposes (indirect Exports) Foreign Exchange - - Collaboration
(6)	Foreign Investments or Collaborators, if any	:	2021-22 2020-21 (Rs. In Lacs) (Rs. In Lacs) Investment made - - Foreign Subsidiary
II. Information about the Appointee
(1)	Background details. (a) Name (b) Age	: :	Mr. Kabir Bhogilal 40 Years
(2)	Past Remuneration.(FY 2021-22)	:	Mr. Kabir Bhogilal received remuneration of Rs.43.27 lakhs during the year 2021-22. He was appointed as Whole Time Director of the Company from February 11, 2022 prior to which he held the office in the Company as CXO-Corporate Strategy
(3)	Recognition or awards	:	B.A (Business Admin). He is having 15 years of experience in Strategic Management, International Marketing and Business development.
(4)	Job profile	:	He would be responsible and accountable to grow profitably the operations of Batliboi Ltd., by defining and executing growth strategies and increasing market share through paid enhanced team performance globally.
(5)	Remuneration proposed	:	As per the details given in Explanatory Statement

14

Annual Report 2021-22

==> picture [78 x 50] intentionally omitted <==

(6)	(6)	Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (it would be w.r.t the country of his origin)	:	The remuneration proposed to be paid to Mr. Kabir Bhogilal is in line with industry average. The nature of Company’s business is also very complex with foreign subsidiaries in Canada. All these factors justify the payment of said remuneration.
(7)		Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any	:	Mr. Kabir Bhogilal being a part of promoter group and relative of director may be regarded as concerned or interested in his own appointment. Mr. Nirmal Bhogilal, Chairman & Whole-time Director is a promoter of the Company. Further, Mrs. Sheela Bhogilal, Director and part of promoter group being his relative is also interested in the same.
(8)		Date of First Appointment on the Board	:	11thFebruray, 2022
(9)		Shareholding	:	4,54,176 Shares
(10)		Relationship with other Directors / Key Managerial Personnel inter-se	:	Mr. Nirmal Bhogilal and Mrs. Sheela Bhogilal are parents of Kabir Bhogilal
(11)		Number of meetings of the Board attended during the financial year (FY 2021-22)	:	NIL/ NA
(12)		Other Directorship, Membership. and Chairmanship (along with listed entities from which the person has resigned in the past three years)	:	Other Directorship: Batliboi Limited Batliboi Environmental Engineering Limited Batliboi International Limited. Batliboi Impex Limited
				Membership and Chairmanship in Committee:- Batliboi Environmental Engineering Limited (BEEL) Audit Committee – Member
III. Other information
(1)	Reason of loss or inadequate profits		:	Lower turnover due to global scenario in markets.
(2)	Steps taken or proposed to be taken for improvement		:	Proposed to consolidate & monetize the assets thus improving the cash flow & profitability.
(3)	Expected increase in productivity and profits in measurable terms		:	Targeted increase in production and cost rationalization.

15

Batliboi Ltd.

Item No. 6

The Company, in ordinary course of its business enters into transactions inter-alia sale & purchase of goods / services, product development, corporate services and such other forms of transaction as set out in the resolution at Item No. 6 of the Notice with Batliboi Environmental Engineering Limited a related party of the Company. These transactions are at arm’s length basis and strategically and operationally beneficial to the Company and necessary approvals as required in compliance of the provisions under the Act/ SEBI LODR, 2015 have already been obtained from the Audit Committee/ Board.

As the shareholders are aware that the Company during the current financial year has registered adequate performance i.e. increase of revenue during the financial year 2021-22, due to several factors including favorable market conditions. This has resulted in increased production and consequently increased transactions with the vendors / suppliers / agents / business associates including the related parties.

It may be noted that as per the amended definition provided in the explanation to Regulation 23(1) of SEBI LODR, 2015 which is effective April 01, 2022, a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds Rs.1,000 Crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

Further, all Material Related Party Transactions require prior approval of the Members through a Resolution and no related party shall vote to approve such resolution whether an entity is a related party to the particular transaction or not.

The transactions with Batliboi Environmental Engineering Limited for Financial Year 2022-23 are estimated to be Rs. 34 Crore (Rupees Thirty Four Crores) and this amount exceeds the threshold limit of 10% (ten per cent) of the annual consolidated turnover of the company i.e 19.65 crore (Rupees Nineteen Crore Sixty Five Lakhs), one of the criteria prescribed above in the amended definition of Material Related Party Transactions and therefore it is a Material Related Party Transaction.

Approval of the Members of the Company is therefore required in terms of Regulation 23 of the SEBI (LODR), 2015 by way of passing of an Ordinary Resolution for approval to the aforesaid Material Related Party Transactions to be entered for Financial Year 2022-2023

Except Mr. Kabir Bhogilal, Mr. Nirmal Bhogilal, Mrs. Sheela Bhogilal and Mr Sanjiv Joshi None of the Directors / Key Managerial Personnel of the Company/ their relatives is in any way concerned or interested financially or otherwise, in the Resolution as set out at Item No.6 of the Notice

The Board recommends the Ordinary Resolution set out at Item No.6 for the approval of the Members.

By order of Board of Directors Pooja Mane Company Secretary

Place: Mumbai

==> picture [85 x 35] intentionally omitted <==

Bharat House, 5[th] Floor, 104, Bombay Samachar Marg, Fort, Mumbai - 400 001 www.batliboi.com

16

Annual Report 2021-22

==> picture [78 x 50] intentionally omitted <==

ANNEXURE TO ITEM NO. 2 & 5 OF THE NOTICE

Details of Directors seeking appointment and re-appointment at the forthcoming Annual General Meeting (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 issued by the Institute of Company Secretaries of India.

Name of the Director	Mr. Sanjiv Joshi (DIN: 08938810)	Mr. Kabir Bhogilal (DIN: 02692222)
Date of Birth	05.01.1963	27.08.1981
Nationality	Indian	British
Date of first appointment on the Board	07.11.2020	11.02.2022
Qualifications	Bachelor of Mechanical Engineering	B.A (Business Admin).
Expertise in specific functional Area	He is having 40 years of experience in managing capital goods industry, especially Machine Tools.	He is having 15 years of experience in Strategic Management, International Marketing and Business development.
Number of Shares held in the Company	Nil	4,54,176 Shares
Number of Board Meetings attended during the year	4	Not Applicable
List of Directorships held in other Companies*	Batliboi Limited Batliboi International Limited Batlliboi Environmental Engineering Limited	Other Directorship: Batliboi Limited Batliboi Environmental Engineering Limited Batliboi International Limited. Batliboi Impex Limited
Chairman/Member in the Committee of the Boards of Companies in which he is a Director*	Batliboi Limited	Membership and Chairmanship in Committee:- Batliboi Environmental Engineering Limited (BEEL) Audit Committee – Member
Relationship between Directors inter-se	Nil	Mr. Nirmal Bhogilal and Mrs. Sheela Bhogilal are parents of Kabir Bhogilal

*Directorship includes Directorship of other Indian Public Companies and committee memberships includes only Audit Committee and Stakeholders Relationship Committee of Public Limited Companies (Whether Listed or not). www.batliboi.com

17