To Corporate Relationship Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001

18[th] November, 2024

Scrip Code: 522004

Sub: Notice convening meeting of Equity Shareholders of the Company pursuant to the Directions of the Hon’ble National Company Law Tribunal, Mumbai Bench in the matter of the Scheme of Amalgamation for merger of Batliboi Environmental Engineering Limited with and into Batliboi Limited and their respective shareholders (‘the Scheme’ or ‘this Scheme’)

Ref: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements} Regulations, 2015 ("SEBI Listing Regulations"), we wish to inform you that pursuant to an Order dated 24[th] October, 2024 of Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT"), the meeting of equity shareholders of the Company will be held on Thursday, 19[th] December, 2024 at 10:30 A.M. (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) for the purpose of considering and if thought fit, approving the Scheme.

The details relating to remote e-voting, e-voting at the meeting and attending the meeting through VC/OAVM has been set out in the notice.

Further, we enclose herewith the notice convening the aforesaid meeting along with the annexures as set out in the notice. The notice is also sent through electronic mode to those equity shareholders whose email addresses are registered with the Company/RTA/Depositories and by registered post or speed post or courier to the equity shareholders of the Company whose email addresses are not registered. The above notice along with its annexures is also available on Company's Website at: www.batliboi.com and on the website of Central Depository Services (India) Limited at: www.evotingindia.com

Kindly take note of the same on your records.

Thanking you,

Yours faithfully,

For Batliboi Limited

POOJA Digitally signed by POOJA ROHIT ROHIT SAWANT SAWANT Date: 2024.11.18 16:27:56 +05'30'

Company Secretary & Compliance Officer ACS- 35790

Encl:a/a

Place: Mumbai

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NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF BATLIBOI LIMITED PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – V

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BATLIBOI LIMITED

Registered Office: Bharat House, 5[th] Floor, 104, B.S. Marg, Fort, Mumbai - 400001 CIN L52320MH1941PLC003494 Tel: +91 (22) 66378200 Website: www.batliboi.com E-mail: [email protected]

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF BATLIBOI LIMITED PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – V

MEETING DETAILS:

Day	Thursday
Date	19thDecember, 2024
Time	10:30 A.M.
Mode	As per the Directions of the Hon’ble National Company Law Tribunal, Mumbai Bench, the Meeting shall be conducted through Video conference(VC)and/or other audio and visual means(OAVM)
Host Venue	Deemed Venue would be the registered offce of the Company situated atBharat House 5th Floor 104 B.S. MARG FORT, MUMBAI, Maharashtra, India - 400001.

REMOTE E-VOTING:

REMOTE E-VOTING:
Commencing on	Monday, 16thDecember, 2024 at 09:00 A.M. (IST)
Ending on	Wednesday, 18thDecember, 2024 at 05:00 P.M. (IST)

E-VOTING DURING THE MEETING:

E-voting through VC/OAVM facility shall also be available to the equity shareholders of the Transferee Company during the meeting.

INDEX

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Sl. Contents Page No.
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Sl. No	Contents	Page No.

1.	Notice convening Meeting of Equity Shareholders of Batliboi Limited (‘the Company’) pursuant to Order dated October 24, 2024 of the Hon’ble National CompanyLaw Tribunal, Mumbai Bench.	1
2.	Explanatory Statement under Section 102, 230 to 232 of the Companies Act, 2013 (‘the Act’) read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Act.	14
3.	Board Resolution of Transferor and Transferee Company involved in the Scheme of Amalgamation (ANNEXURE 1A and 1B)	30
4.	Pre-scheme shareholding pattern of the Transferee Company (ANNEXURE 2)	41

5.	Audited Financial Statements of the Transferee Company as on 31st March, 2024 and provisional fnancial statements as on June 30, 2024(Annexure 3A and 3B)	43 & 214
6.	Report of the Scheme adopted by the Board of Directors of the Transferee Company pursuant to the provisions of Section 232(2)(c)of the Act(ANNEXURE 4)	252
7.	Pre-scheme and post-scheme shareholding pattern of the Transferor Company (ANNEXURE 5)	258
8.	Audited Financial Statements of the Transferor Company as on 31st March, 2024 and provisional fnancial statements as on June 30, 2024(Annexure 6A and 6B)	260 & 303
9.	Report of the Scheme adopted by the Board of Directors of Transferor Company pursuant to the provisions of Section 232(2)(c)of the Act(ANNEXURE 7)	316
10.	Scheme of Amalgamation (ANNEXURE 8)	321
11.	Valuation Report issued by a Registered Valuer – Securities or Financial Assets and Fairness Report given bya SEBI registered Merchant Banker(ANNEXURE 9A and 9B)	357 & 380
12.	Certifcate from the Statutory Auditor of the Transferee Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013(ANNEXURE 10)	393
13.	Abridged Prospectus for Transferor Company duly certifed by a SEBI Registered Merchant Banker (Annexure 11)	398
14.	Observation Letter dated September 2, 2024, issued by BSE Limited (‘BSE’) (ANNEXURE 12)	414
15.	Complaint Report as fled with BSE by the Transferee Company (ANNEXURE 13)	417
16.	Copy of order dated 24th October, 2024 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench(ANNEXURE 14)	419
17.	Compliance Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Transferee Company (ANNEXURE 15)	436
18.	Details of pre and post assets, liabilities, net worth and revenues of the Transferor and Transferee Company (Annexure 16)	438
19.	Draft query letter dated April 8, 2024, along with response and annexures submitted by the Transferee Company (Annexure 17)	440

Dated this 16[th] November, 2024 at Mumbai

Sd/-

Pranay Luniya

Practising Chartered Accountant

Chairperson appointed by Hon’ble NCLT for the Meeting of Equity Shareholders of Batliboi Limited

Batliboi Ltd.

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

BENCH – V, AT MUMBAI

COMPANY SCHEME APPLICATION NO C.A. (CAA) / 165 (MB) / 2024

In the matter of the Companies Act, 2013

AND

In the matter of Sections 230 to Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamation) Rules, 2016

AND

In the matter of the Scheme of Amalgamation for merger of Batliboi Environmental Engineering Limited (‘BEEL’ or ‘the Transferor Company’ or ‘First Applicant Company’) with and into Batliboi Limited (‘the Transferee Company’ or ‘Second Applicant Company’) and their respective Shareholders (‘the Scheme’ or ‘this Scheme’)

BATLIBOI ENVIRONMENTAL ENGINEERING LIMITED

…. the First Applicant Company

BATLIBOI LIMITED

…. the Second Applicant Company

…. Collectively known as Applicant Companies

FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF BATLIBOI LIMITED

To,

The Equity Shareholders

Batliboi Limited,

Notice is hereby given that by an Order dated 24[th] October, 2024, the Mumbai Bench of National Company Law Tribunal (hereinafter referred as “ Tribunal ”), has directed the meeting of Equity Shareholders of Transferee Company for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Amalgamation for merger of Batliboi Environmental Engineering Limited (‘BEEL’ or ‘the Transferor Company’ or ‘First Applicant Company’) with and into Batliboi Limited (‘the Transferee Company’ or ‘Second Applicant Company’) and their respective Shareholders (‘the Scheme’ or ‘this Scheme’). The Resolution to be placed before the aforesaid meeting will read as follows:

Batliboi Ltd.

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“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (‘the Act’) read with Companies (Compromise, Arrangement and Amalgamation), Rule 2016 and the National Company Law Tribunal Rules 2016 (the Rules) and other applicable provisions, if any, of the Act and the Rules, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and other applicable provisions of the regulations and guidelines issued by the Securities and Exchange Board of India (SEBI) from time to time, the Observation Letter issued by BSE Limited, the Memorandum and Articles of Association of the Company and subject to sanction by the Hon’ble National Company Law Tribunal Mumbai Bench and other requisite concerns and approvals, if any, being obtained and subject to such terms and conditions and modification(s) as may be imposed, prescribed or suggested by the Hon’ble Tribunal or other appropriate authorities, the Scheme of Amalgamation for merger of Batliboi Environmental Engineering Limited (‘BEEL’ or ‘the Transferor Company’ or ‘First Applicant Company’) with and into Batliboi Limited (‘the Transferee Company’ or ‘Second Applicant Company’) and their respective Shareholders (‘the Scheme’ or ‘this Scheme’) in terms of the draft enclosed to this Notice , be and is hereby approved;

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to sign, seal and deliver all documents, agreements and deeds and perform all acts, matters and things and to take all such steps as may be necessary or desirable to give effect to this resolution and effectively implement the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon’ble Tribunal, or such other regulatory/statutory authorities while sanctioning the Scheme;

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/ or officer(s) of the Company, to give effect to this Resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from Shareholders of the Company.”

In pursuance of the said Order and as directed therein, further Notice is hereby given that a meeting of the Equity Shareholders of the Transferee Company, will be held on Thursday, 19th December, 2024 at 10:30 a.m. through video conference (VC) and/or other audio and visual means (OAVM) for the purpose of considering, and if thought fit, approving the proposed Scheme following the operating procedures referred to in in General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 5, 2022, General Circular No. 11/2022 dated December 28, 2022, General Circular No. 09/2023 dated September 25, 2023 and General Circular no 09/ 2024 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as ‘MCA Circulars’) read with Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May, 2020 and Circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 date 15[th] January, 2021 issued by the Securities and Exchange Board of India (‘SEBI’) (referred as ‘SEBI Circulars’).
TAKE FURTHER NOTICE that in accordance with the said Order and provisions of Section 108 and other applicable provisions of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended; and Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (‘ Listing Regulations ’), the Transferee Company has engaged the services of Central Depository services (India) Limited) (CDSL) for the purpose of providing facility of remote e-voting prior to the Meeting and for e-voting during the meeting through VC/OAVM. Accordingly, voting by equity shareholders of the Transferee Company shall be carried out through (a) remote e-voting prior to the Meeting, and (b) e-voting during the Meeting through VC/OAVM.

Batliboi Ltd.

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TAKE FURTHER NOTICE that the equity shareholders shall have the facility and option of voting through VC/ OAVM during the meeting and in addition to the same, the equity shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes through remote e-voting prior to the meeting during the period commencing from Monday, 16[th] December, 2024 at 09:00 A.M. IST and ends on Wednesday, 18th December, 2024 at 05:00 P.M. IST. The voting rights of equity shareholders shall be in proportion to their shareholding in the paid-up equity share capital of the Transferee Company as on Thursday, 12th December, 2024, being the cut-off Date (“ Cut-off Date ”). A person who is not an equity shareholder as on the Cut-off Date, should treat the Notice for information purpose only. The equity shareholders opting to cast their votes by remote e-voting or e-voting during the Meeting through VC/ OAVM are requested to read the instructions in the Notes of this Notice for further details on remote e-voting and e-voting through VC/OAVM during the Meeting.
TAKE FURTHER NOTICE that pursuant to the Order of the NCLT, the Transferee Company has exercised the option to convene the Meeting of equity shareholders by VC/OAVM, and there is no requirement of appointment of proxies as per General Circular No. 14/2020 dated 08[th] April, 2020. Accordingly, the facility of appointment of proxies by equity shareholders under Section 105 of the Act will not be available for the said Meeting. However, in pursuance of Sections 112 and 113 of the Act read with Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, where a body corporate is a member, authorized representatives of the body corporate may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/ OAVM facility and e-voting during the Meeting provided an authority letter/ power of attorney by the Board of Directors or a certified copy of the resolution passed by its Board of Directors or other governing body of such corporate authorizing such person to attend and vote at the Meeting through VC/ OAVM as its representative, who are authorized to vote is emailed to the Transferee Company at [email protected], the Scrutinizer at [email protected] with a copy marked to helpdesk.evoting@cdslindia. com not later than 48 (forty eight) hours before the time scheduled for holding the Meeting.
A copy of the Scheme, the Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Act read with Rule 6 of the Rules, along with the enclosures as indicated in the Index, are enclosed herewith. In compliance with the Order and the MCA and SEBI Circulars, the notice of this Meeting, together with the documents accompanying the same, is being sent through electronic mode to those equity shareholders of the Transferee Company whose e-mail addresses are registered with the Company/Registrar and Share Transfer Agent (RTA)/ Depositories, and by registered post, speed post, courier and / or hand delivery to the equity shareholders of the Transferee Company whose email addresses are not registered with the Transferee Company / RTA/ Depositories. A copy of this Notice and the accompanying documents will be hosted on the website of the Transferee Company at www.batliboi.com and will also be available on the website of BSE Limited (‘ BSE ’) at www.bseindia.com and also on the website of CDSL at www.evotingindia.com. A copy of the Scheme along with the Notice and Explanatory Statement can be obtained free of charge, between 10.00 a.m. to 4.00 p.m. on any day (except Saturday, Sunday and public holidays) up to one day prior to the date of the meeting from the Registered Office of the Transferee Company or by sending a request, along with details of your shareholding in the Transferee Company, by e-mail at [email protected].
In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be considered approved by the equity shareholders only if the Scheme is approved by majority of persons representing three-fourth in value of the equity shareholders of the Transferee Company, voting through remote e-voting and e-voting facility made available during the Meeting through VC/ OAVM.
Further, in accordance with the SEBI Master Circular No SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June, 2023; the Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the aforesaid resolution for approval of the Scheme are more than the number of votes cast by the public shareholders against it.

Batliboi Ltd.

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The Tribunal has appointed Mr. Pranay Luniya (email id : [email protected], Practising Chartered Accountant as the Chairperson/Chairman of the Transferee Company meeting and Mrs. Divya Momaya, Partner of M.s, D. S. Momaya & Co. LLP., Company Secretaries Membership No. FCS 7195, (COP no. 7885) as the Scrutinizer of the said meeting.
The above-mentioned Scheme, if approved by the shareholders, will be subject to the subsequent approval of the Tribunal.

Dated this16[th] November, 2024 at Mumbai

Sd/-

Pranay Luniya Practising Chartered Accountant

Chairperson appointed by Hon’ble NCLT for the Meeting of Equity Shareholders of Batliboi Limited

NOTES FOR MEETING OF EQUITY SHAREHOLDERS OF THE TRANSFEREE COMPANY:

General instructions for accessing and participating in the Meeting through VC Facility and voting through - electronic means including Remote E voting:

Pursuant to the order dated 24[th] October, 2024 in Company Application No. C.A. (CAA)/ 165 (MB) / 2024, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench, the meeting of the equity shareholders of the Transferee Company is being convened on Thursday, 19th December, 2024 at 10:30 a.m. IST through VC/OAVM without the physical presence of the equity shareholders at a common venue, at the option of the Transferee Company and as per applicable procedure (with requisite modifications as may be required) referred to in MCA Circulars and SEBI Circulars for the purpose of considering, and if thought fit, approving the scheme, pursuant to the provisions of Sections 230 to 232, and other applicable provisions of the Act. In accordance with the MCA and SEBI Circulars, provisions of the Act and the Listing Regulations, the Meeting is being held through VC/ OAVM. As per the Order and MCA/SEBI Circulars, since the meeting is held through VC/OAVM, the deemed venue of the Meeting shall be registered office of the Transferee Company.
Only registered equity shareholders of the Transferee Company can attend and vote at the meeting (either in person or by Authorised Representative). Although pursuant to the provisions of the Act, a member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Transferee Company, but since this meeting is being held pursuant to the MCA/SEBI circulars through VC/OAVM, the requirement of physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for this meeting and hence the proxy form, attendance slip and route map of this meeting are not annexed to this notice.
The cut-off date to determine the eligibility to attend and vote by remote e-voting or e-voting through VC/OAVM during the Meeting shall be as per applicable law (“ Cut-off Date ”). The Equity Shareholders whose name is recorded in the Register of Members maintained by the Transferee Company/Registrar and Transfer Agent or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e., Thursday, 12th December, 2024 , shall be entitled to avail the facility of remote e-voting or e-voting during the Meeting through VC/OAVM, as the case may be.

Batliboi Ltd.

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Members holding shares in physical mode and whose email IDs are not registered, are requested to register their email ID with Datamatics Business Solution Ltd, Registrar and Transfer Agent of the Transferee Company (RTA) at [email protected], by sending a duly signed Form ISR-1 mentioning their Name as registered with the RTA, Address, email ID, Mobile Number, self-attested copy of PAN, DPID/ Client ID or Folio Number and number of shares held. Shareholders holding shares in dematerialized mode are requested to register/ update their email address with the relevant Depository Participants.

Any person, who acquires shares and becomes a Member of the Transferee Company after dispatch of the notice and holding shares as on the cut-off date, may obtain the login ID and password by sending a request at [email protected] or at [email protected]. However, if he/she is already registered with Central Depository Services (India) Limited (CDSL) for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.
Only those equity shareholders who will be present at the Meeting through VC/OAVM facility and have not cast their vote by remote e-voting prior to the Meeting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the Meeting. However, the equity shareholders who have cast their votes by remote e-voting prior to the Meeting will be eligible to participate at the Meeting but shall not be eligible to cast their vote again during the Meeting.
In case of joint holders, the Member whose name appears as the first holder in the order of names will be entitled to vote at the meeting.
Each equity shareholder can opt for only one mode of voting i.e. (a) remote e-voting prior to Meeting or (b) e-voting through VC/OAVM during the Meeting as arranged by CDSL on behalf of the Transferee Company. If an equity shareholder cast votes by both modes, then voting done through remote e-voting shall prevail. Once the vote on a resolution is cast, the equity shareholder shall not be allowed to change the same subsequently or cast the vote again.
The Explanatory Statement pursuant to Sections 230(3), 232(1), 232(2) and Section 102 of the Act, and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 setting out the material facts concerning the Special Business and details of the amalgamation is annexed hereto.
All the documents referred to in the accompanying notice and explanatory statement, shall be available for inspection through electronic mode, basis the request being sent on [email protected] and also available on Transferee Company website at www.batliboi.com.
Members attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
As per the Order, the Quorum for the said meeting is as per section 103 of the Companies Act, 2013 . In case the requisite quorum is not present at the designated time, the meeting shall stand adjourned for half an hour and thereafter the persons present and voting, including authorised representatives, shall be deemed to constitute the quorum.

Batliboi Ltd.

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The Tribunal has appointed Mr. Pranay Luniya (email id: [email protected], Practising Chartered Accountant as the Chairperson/Chairman of the Transferee Company meeting and Mrs. Divya Momaya, Partner of M.s, D. S. Momaya & Co. LLP., Company Secretaries Membership No. FCS 7195, (COP no. 7885) as the Scrutinizer, to scrutinize votes cast electronically through remote e-voting and e-voting through VC/OAVM during the Meeting in a fair and transparent manner. The Scrutinizer shall submit a consolidated report on votes cast to the Chairperson of the Meeting or to the person so authorised by the Chairperson. The scrutinizer’s decision on the validity of the votes cast electronically shall be final.
The remote e-voting period commences on Monday, 16th December, 2024 at 09:00 A.M. (IST) and ends on Wednesday, 18th December, 2024 at 05:00 P.M. (IST) . During the remote e-voting period, equity shareholders of the Transferee Company holding shares either in physical form or in dematerialised form, as on the cut-off date i.e. Thursday, 12th December, 2024, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting on Wednesday, 18th December, 2024, at 05:00 P.M. (IST) . The detailed instructions for joining the Meeting through VC/OAVM and process and manner of remote e-voting form part of this Notice.
The Notice convening the aforesaid meeting, day, date, place and time of the meeting, along with the Explanatory Statement amongst others, will be published through advertisement in the following newspapers, namely, (i) “Business Standard” in the English language; and (ii) “Navshakti” in the Marathi language.
The notice along with all the annexures are being sent to all the equity shareholders whose names appear in the register of members/list of beneficial owners on Friday, 8th November, 2024.

16. DECLARATION OF RESULTS ON THE RESOLUTION

(i) The Scrutinizer shall, after the conclusion of the Meeting, submit a consolidated Scrutinizer’s report of the total votes cast in favor and against the resolution and invalid votes, if any and submit the same to the Chairperson of the Meeting or a person authorized by Chairperson in writing who shall countersign the same.
(ii) The result of the voting shall be announced by the Chairperson of the Meeting or a person authorized by the Chairperson in writing within 30 (thirty) days from the conclusion of the Meeting. The results declared, along with the Scrutinizer’s Report, shall be displayed at the notice board of registered office of Transferee Company and hosted on the Transferee Company’s website at www.batliboi.com and on the website of CDSL at www. evotingindia.com immediately after the results are declared.

The Transferee Company shall also simultaneously forward the results along with the Scrutinizer’s Report to BSE Limited, where the Transferee Company’s equity shares are listed.

(iii) Subject to the receipt of requisite majority of votes in favor of the scheme, the resolution shall be deemed to be passed on the date of the Meeting, i.e., on Thursday, 19th December, 2024.
A copy of the explanatory statement, the Scheme and other enclosures are enclosed and form part of this notice.

The instructions for members voting electronically are as under:

i. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI Listing Regulations (as amended) and MCA

Batliboi Ltd.

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Circulars, the Transferee Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the meeting. For this purpose, the Transferee 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 AND the e-voting system on the date of the meeting will be provided by CDSL.

ii. The remote e-voting period commences on Monday, 16th December, 2024 at 09:00 A.M. and ends on Wednesday, 18th December, 2024 at 05:00 P.M. During this period, Members of the Transferee Company, holding shares either in physical form or dematerialized form, as on the cut-off date i.e. Thursday, 12th December, 2024 may cast their vote by remote E-voting. The remote E-voting module shall be disabled by Central Depository Services (India) Limited for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
iii. Members who have cast their vote by remote e-voting may also attend the meeting but shall not be entitled to cast their vote again.
iv. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09[th] December, 2020, under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e-voting facility to its members, in respect of all members resolutions. However, it has been observed that the participation by the public non-institutional members/retail members 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 members.

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.

v. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

Batliboi Ltd.

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(i) The voting period begins on Monday, 16th December, 2024 at 09:00 A.M. and ends on Wednesday, 18th December, 2024 at 05:00 P.M. 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) of Thursday, 12th December, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, 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.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
(iv) 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. 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:

holding securities	in Demat mode CDSL/NSDLis given below:
Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL Depository	1) 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 users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab.

Batliboi Ltd.

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2) 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, so that the user can visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www. cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4) 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.com home page. 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.

Individual Shareholders holding securities in demat mode with NSDL Depository

1) 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.com either 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.
2) 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 at https://eservices.nsdl. com/SecureWeb/IdeasDirectReg.jsp
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 You can also login using the login credentials of your demat account through your Depository Shareholders Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will (holding securities be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to in demat mode) NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting login through feature. Click on company name or e-Voting service provider name and you will be redirected their Depository to e-Voting service provider website for casting your vote during the remote e-Voting period or Participants (DP) joining virtual meeting & voting during the 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.

Batliboi Ltd.

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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 sending a request at 1800 21 09911	technical issue in login can contact CDSL helpdesk by [email protected] or contact at toll free no.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(v) 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.
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:

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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 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
Bank Details in your demat account or in the company records in order to login.
OR • 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.
Date of Birth
(DOB)
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(vi) After entering these details appropriately, click on “SUBMIT” tab.

Batliboi Ltd.

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(vii) 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.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the relevant Batliboi Limited on which you choose to vote.
(x) 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.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) 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.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

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

(xv) 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.
(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvii) 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. [email protected].
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.

Batliboi Ltd.

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The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
It is Mandatory that, 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 mandatory 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 [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE MEETING THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

The procedure for attending meeting & e-Voting on the day of the Meeting is same as the instructions mentioned above for e-voting.
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.
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 Meeting.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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.
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 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). 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 (company email id). These queries will be replied to by the company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting.

Batliboi Ltd.

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Only those shareholders, who are present in the Meeting 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 Meeting.
If any Votes are cast by the shareholders through the e-voting available during the Meeting and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may 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.

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 Company/RTA email id.
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
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 [email protected] or contact at toll free no. 1800 21 09911

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 [email protected] or call toll free no. 1800 21 09911.

Batliboi Ltd.

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

BENCH, AT MUMBAI

COMPANY SCHEME APPLICATION NO C.A. (CAA) / 165/ MB / 2024

In the matter of the Companies Act, 2013

AND

BATLIBOI ENVIRONMENTAL ENGINEERING LIMITED

…. the First Applicant Company

BATLIBOI LIMITED

…. the Second Applicant Company
…. Collectively known as Applicant Companies

EXPLANATORY STATEMENT UNDER SECTION(S) 102, 230 AND 232 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE CALLING THE MEETING OF EQUITY SHAREHOLDERS OF BATLIBOI LIMITED PURSUANT TO THE ORDER DATED 24[TH] OCTOBER, 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH.

Pursuant to the Order dated 24[th] October, 2024 passed by the Hon’ble NCLT, Mumbai Bench in the Company Scheme Application referred to hereinabove, meeting of Equity Shareholders of the Transferee Company is to be held on Thursday, 19th December, 2024 at 10:30 A.M. IST, through Video conference and/or other audio and visual means from Bharat House, 5[th] Floor, 104, B S Marg Fort, Mumbai, Maharashtra, India – 400 001, for the purpose of considering and, if thought fit, approving with or without modification(s), Scheme of Amalgamation for merger of Batliboi Environmental Engineering Limited (‘BEEL’ or ‘the Transferor Company’ or ‘First Applicant Company’) with and into Batliboi Limited (‘the Transferee Company’ or ‘Second Applicant Company’) and their respective Shareholders (‘the Scheme’ or ‘this Scheme’).
In this statement, Batliboi Environmental Engineering is referred as (‘BEEL’ or ‘the Transferor Company’ or ‘First Applicant Company’) and Batliboi Limited (‘the Transferee Company’ or ‘Second Applicant Company’).

Batliboi Ltd.

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The Board of Directors of the Transferor and Transferee Company had approved the Scheme at their respective Board Meetings held on March 11, 2024. The copy of Board Resolutions are attached herewith as ANNEXURE 1A AND 1B.
Rationale for the Scheme is as under:
a. Economies of scale will play a bigger role as the consolidated entity’s operational efficiency will increase, which will in turn allow the merged entity to compete on a larger scale in the industry, thus benefiting the merged entity and the shareholders;
b. Rationalization of operations with a greater degree of operational efficiency and optimum utilization of resources;
c. The combined net worth of both entities will enable the merged entity to tap into new business opportunities thereby unlocking growth opportunities for the merged entity;
d. It would result in the consolidation of business activities and will facilitate effective management of investment and synergies in operations;
e. Being a part of the same management, this amalgamation would facilitate the simplification of group structures and reducing administrative redundancies;
f. Reduction in multiplicity of legal and regulatory compliances, reduction in overheads, including administrative, managerial and other costs amongst all; and

Accordingly, the Board of Directors of the Transferor Company and the Transferee Company have formulated this Scheme to undertake various steps as envisaged in this Scheme pursuant to the provisions of Sections 230-232 of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof).

There is no likelihood that the interests of any shareholder or creditors of any of the Transferor Company or the Transferee Company would be prejudiced as a result of the Scheme. The Scheme does not affect the rights of the creditors of the Transferor Company or the Transferee Company. There will not be any reduction in amounts payable to the creditors of the Transferor Company or the Transferee Company, nor there shall be any change in terms with creditors which are adverse to their interest, pursuant to the sanctioning of this Scheme.

Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for Transferee Company:

i. Details of the order of the NCLT directing the calling, convening and conducting of the Meeting:
Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time and venue of the NCLT Convened Meeting.
ii. Details of the Transferee Company, Batliboi Limited:
(a) Date of Incorporation: December 06, 1941.
(b) Corporate Identification Number (CIN) : L52320MH1941PLC003494 .
(c) Permanent Account Number : (PAN): AAACB4408L.
(d) Type of Company: Listed public limited company.

Batliboi Ltd.

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(e) Change of Name : Transferee Company was incorporated on December 6, 1941 under the erstwhile Indian Companies Act, 1913 in the name of ‘Bhogilal Menghraj & Company Private Limited’. The name of the Transferee Company was first changed to “Hansa Industrial Tools Company Private Limited” on November 28, 1970 and later changed to “Hansa Industrial Tools Company Limited” on 28[th] November, 1970. Subsequently, the Transferee Company underwent a name change to “Batliboi Engineering Company Limited” on January 28, 1983, followed by a further change to “Batliboi & Company Limited” on August 16, 1984. The Transferee Company then changed its name to “Batliboi Limited” on April 3, 1996, pursuant to the requisite resolutions passed under Section 21 of the Companies Act, 1956.
(f)
(g)
Registered Office : Bharat House, 5[th] Floor, 104, B S Marg, Fort, Mumbai, Maharashtra, India – 400 001
Email Address: [email protected]
(h) Name of the stock exchange(s) where securities of the company are listed: Equity shares of the Transferee Company are listed on BSE Limited.
(i) Summary of the main objects as per the Memorandum of Association and main business carried on by Transferee Company:

The objects for which the Transferee Company has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III of the Memorandum of Association are as hereunder:

“The objects for which the Transferee Company is established are:

3(i)(a) To carry on the business of civil, electrical, mechanical, design and general engineers as contractors, designers, consultants and planners and to undertake the business as dealers and distributors of all kinds of relevant materials and to apply by means of tenders or otherwise to various government and non-government bodies, firms, Corporations, Companies, Individuals for designing of system and equipments for various industries and to also provide Business Support services whether information technology enabled or otherwise, and other related services across all divisions and in all their branches.”

3(iii) To carry on trade or business in cloth, piece goods, cotton yarn, artificial silk cloth, artificial silk yarn, jute flexlinen, hessian and gunnies either for ready or forward delivery.

3(iv) To do export and import business in cloth, piecegoods, cotton, yarn, artificial silk, artificial cloth, artificial silk yarn, jute, flex, linen, hessian and gunnies.

3(v) To act as Selling Agents, Commission Agents, and Brokers for the sale and purchase of cloth, piecegoods, cotton, yarn, artificial silk cloth, artificial silk yarn, jute, flex, linen, hessian and gunnies.

3(vi) To carry on the business as manufacturers, dealers and suppliers of iron, steel, brass and other metals and alloys and articles made therefrom, of masters, and founders, and in all their respects, and to carry on the business as manufacturers, dealers and suppliers of steel and other metal files and other tools and articles required for any artisans and machinists of iron and steel makers and converters, of mechanical, electrical, civil and hydraulic engineers, of agricultural implements and other machinery, of ferromanganese, coal, coke and colliery proprietors, tube, pipe and tank manufacturers, tin-plate and tool makers, metal workers, mill-wrights, mechanists, wire drawers manufacturers, moulders, fitters, galvanisers, electroplaters, enamellers, miners, smiths, wood-workers, builders, metallurgists, gas makers, carriers and merchants to buy, sell, manufacture, repair, convert, alter, let on hire and deal in machinery and implements, metals, rolling stock, hardwares of all kinds; to purchase and acquire

Batliboi Ltd.

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any manufacturing factory workshops connected with the manufactures, processing and/or jobbing of metal wares, metal articles, compressors, steel and other files pumps and works connected with or engaged in founders and millwright and fabrication and assembling, mill business or trade; to carry on the business of manufacture, jobbing, assembling, processing, fabricating of metal wares, metal articles, compressors, steel and other files, pumps and works connected with or engaged in founders and mill wright and of merchants, importers and dealers in metalwares, metal articles, compressors, steel and other files, pumps, mill wright and torender marketable and buy, sell or deal in metalwares, metal articles, compressors, steel and other files, pumps, founders and mill wright; to purchase and erect plant and machinery (and other furniture and fixtures) for the purpose of manufacturing, jobbing, fabricating, assembling and processing of metal wares, metal articles, compressors, steel and other files, founders and mill wrights; to purchase or contract in Bombay or any part of India or elsewhere for immediate or future delivery, metal in any form pig iron, iron ore, steel and other metal and materials and all stores and materials, chemicals and things necessary or useful to manufacture, jobbing, fabricating, assembling and processing of metalwares, metal articles, compressors, steel and other files, founders and mill wright, also all machinery, plant store, fixtures, furnitures and things necessary or useful for the purpose of the Company and if deemed expedient to sell back, resell or to send for sale to any part of India or elsewhere all or any of the above-mentioned machinery, plant, produce, metals, fixtures and furnitures, articles, stores and materials, and things and to make all covering or hedging contracts and other incidental things as may be thought fit to carry on business in metalwares, metal articles, compressors, steel and other files, pumps, founders and mill wright and buy, sell and deal in the same and to enter into all dealings, operations, transactions, options and contracts including hedge pertaining to or incidental to business in metalwares, metal articles, compressors, steel and other files, pumps, founders, and mill- wright Indian or Foreign in all its branches.

Clause III (XXII) of the Memorandum of Association of the Transferee Company which contain provisions for amalgamations and arrangements, are reproduced herein below:

“ To enter into partnership or into any arrangement for sharing or pooling profits, amalgamation, union of interests, cooperation, joint-adventure, reciprocal concession or otherwise with any person, firm or company carrying on or engaged in or about to carry on or engage in any business or transaction which this company is authorized to carry on or engage in or any business undertaking or transaction in any part of the world which may seem capable of being carried on or conducted so as directly or indirectly to benefit this company or to amalgamate with any other company in any other part of the world having objects altogether or in part similar to these of this company and to lend money to guarantee the contracts of or otherwise assist any such person firm or company and to place, take or otherwise acquire or to be interested to hold, sell, deal in and dispose of any movable or immovable property, shares, stock, debentures and any other securities of any company .”

(j) Details of change of name, registered office and objects of Transferee Company during the last five years:
(a) Change of Name: There has been no change in name for the last five years.
(b) Change of Registered Office: There has been no change of registered office for the last five years.
(c) Change of objects: There has been no change of objects for the last five years except the Company had amended the object clause by passing a special resolution on 11[th] April, 2023.

Batliboi Ltd.

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(k) The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on September 30, 2024 is as under:

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Particulars Amount (INR)
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Particulars	Amount (INR)

Authorised Capital
4,61,70,400 equityshares of Rs. 5/- each	23,08,52,000
6,92,480preference shares of INR 100/- each	6,92,48,000
Total	30,01,00,000
Issued, subscribed and, paid-up Share Capital
3,43,09,884 Equityshares of Rs. 5 each, fully paid up	17,15,49,420
6,92,480 Preference Shares of Rs. 100 each, fully paid up	6,92,48,000
Total	24,07,97,420

Subsequent to the above date, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Transferee Company.

(l) Pre and Post shareholding pattern of Transferee Company is attached herewith as Annexure 2.
(m) A summary of the assets and liabilities of the Transferee Company as per the Audited Balance Sheet as on 31[st] March 2024 are as follows:

Liabilities	Amount as on 31st March 2024(in lakhs)	Assets	Amount as on 31st March 2024(in lakhs)
Share capital	1452.29	Non-Current Assets	19869.42
Other Equity	13157.76	Current Assets	10338.85
Non- Current liabilities	8255.93	Asset held for sale	1779.39
Current liabilities	9121.67
Total	31987.66	Total	31987.66

(n) Audited financial statements as on March 31, 2024 and provisional financial statements as on June 30, 2024 of Transferee Company is attached herewith as ANNEXURE 3a and 3B.
(o) Names of the Promoters & Promoter Group and Directors of the Transferee Company along with their addresses:
i. The details of the promoters & promoter group of the Transferee Company are as follows:

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Sr. No Name of Promoter/Promoter Category Address
Group
1 Mr. Nirmal Bhogilal Promoter Printemps, 3 [rd] Floor, 26 B G Kher Marg,
Malabar Hill, Mumbai 400006
2 Mrs. Sheela Bhogilal Promoter Group Printemps, 2 [nd] Floor, 26 B G Kher Marg,
Malabar Hill, Mumbai 400006
3 Mr. Kabir Bhogial Promoter Group Gold Croft, 39, Bhulabhai Desai Road, Mumbai
– 400026.
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Batliboi Ltd.

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4	Ms. Maya Bhogilal	Promoter Group Gold Croft, 39, Bhulabhai Desai Road, Mumbai – 400026.
5	Mrs. Chitra Ashok kumar	Promoter Group 13B Bakhtawar, 229 Nariman Point Mumbai - 400021
6	Mrs. Dharini B Anand	Promoter Group 1003 B Lady Ratan Towers dainik Shivneri Marg gandhi Nagar, Worli, Mumbai - 400018
7	Mrs. Farah Bhogilal	Promoter Group Gold Croft, 39, Bhulabhai Desai Road, M, Mumbai – 400026.
8	Mrs. Darshana Bhogilal Gupta	Promoter Group 124 Maker Tower – I Cuffe Parade Mumbai - 400005
9	Nirbhag Investment Pvt Ltd	Promoter Group Bharat House 5th Floor104 Bombay Samachar Marg Fort, Mumbai, Maharashtra, India, 400001
10	Pramaya Shares and Securities	Promoter Group Bharat House 5th Floor104 Bombay Samachar
	Pvt Ltd	Marg Fort, Mumbai, Maharashtra, India, 400001
11	Bhagmal Investment Pvt Ltd	Promoter Group Bharat House 5th Floor104 Bombay Samachar Marg Fort, Mumbai, Maharashtra, India, 400001
12	Bhogilal Family Trust	Promoter Group Bharat House 5th Floor104 Bombay Samachar Marg Fort, Mumbai, Maharashtra, India, 400001

ii. The details of the Directors of the Transferee Company are as follows:

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Sr. Name of Director Designation Address
No
Printemps, 3rd Floor, 26 B G Kher Marg, Malabar
1 Mr. Nirmal Bhogial Chairman
Hill, Mumbai 400006
B 201, Nikhil Heights, Sajjan Wadi, Mithaghar Road,
2 Mr. Sanjiv Joshi Managing Director
Mulund (E)-400081
Gold Croft, 39, Bhulabhai Desai Road, Mumbai –
3 Mr. Kabir Bhogial Executive Director
400026.
Non- Executive & Non- Gold Croft, 39, Bhulabhai Desai Road, Mumbai –
4 Mrs. Sheela Bhogilal
Independent Director 400026.
New No 4/27, SRP Nagar, Saibaba Colony,
5 Mr. George Verghese Independent Director
Coimbatore -641011
B2301, Treon, Ajmera I Land, Wadala, Mumbai –
6 Mr. Binoy Parikh Independent Director
400 037
Flat 503, Belmount, 37-D, Nepeansea Road,
7 Mr. Jai Diwanji Independent Director
Mumbai 400 036
26 A Sans Souci, B.G. Kher Marg, Malabar Hill,
8 Mr. Aditya Malkani Independent Director
Mumbai 400006
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Batliboi Ltd.

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(p) The date of the Board Meeting of the Transferee Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favor of the resolution, who voted against the resolution and who did not vote or participate on such resolution:
i. The Board of Directors of Transferee Company approved the Scheme at its meeting dated March 11, 2024. Details of the manner in which the Directors of Transferee Company voted at this meeting are as follows:

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S. No. Name of Director Voted in favor/ against/ abstained
1. Mr. Nirmal Bhogial In favour
2. Mr. Sanjiv Joshi In favour
3. Mr. Kabir Bhogial In favour
4. Mrs. Sheela Bhogilal In favour
5. Mr. George Verghese In favour
6. Mr. Binoy Parikh In favour
7. Mr. Jai Diwanji In favour
8. Mr. Subodh Bhargava In favour
9. Mr. Ameet Hariani In favour
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& ** Mr. Subodh Bhargava and Mr. Ameet Hariani completed their tenure as Independent Director on 31/07/2024 and Mr. Aditya Malkani was appointed as Director on 31/07/2024
(q) None of the Directors, Key Managerial Personnel of Transferee Company and their respective relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Transferor and Transferee (as applicable) if any, and/or to the extent the said Directors / Key Managerial Personnel are common Directors of the Transferor and Transferee Company (as applicable). The details of the shareholding of Directors and Key Managerial Personnel of Transferee Company as on date of Notice is as follows:

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S. Name Designation No. of shares No. of shares
No. held in Transferor held in Transfer-
Company ee Company
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S. No.	Name	Designation	No. of shares held in Transferor Company	No. of shares held in Transfer- ee Company

1.	Mr. Nirmal Bhogial	Chairman	2575050	11729713
2.	Mr. Sanjiv Joshi	Managing Director	0	23667
3.	Mr. Kabir Bhogial	Executive Director	5375000	454176
4.	Mrs. Sheela Bhogilal	Non- Executive & Non- Independent Director	1000010	841022
5.	Mr. George Verghese	Independent Director	0	0
6.	Mr. Binoy Parikh	Independent Director	0	0
7.	Mr. Jai Diwanji	Independent Director	0	0
8.	Mr. Aditya Malkani	Independent Director	0	0
9.	Mr. Ghanshyam Chechani	Chief Financial Offcer	0	0
10.	Mrs. Pooja Sawant	Company Secretary	0	0

Batliboi Ltd.

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(r) The Transferee Company has 9 (Nine) secured creditors as on March 31, 2024 and amount due to such secured creditors INR 1,601.15 Lakhs as on March 31, 2024.
(s) The Transferee Company has 1,237 (One Thousand Two Hundred Thirty-Seven) unsecured creditors as on March 31, 2024 and amount due to such Unsecured Creditors is INR 4,011.65 Lakhs as on March 31, 2024.
(t) Disclosure about the effect of the compromise or amalgamation on:

Shareholders	The effect of the Scheme on the shareholders, promoters, non-promoter shareholders, and key managerial personnel/ Directors of the Company is given in the report adopted by the Board of Directors of Transferee Company pursuant to the provisions of Section 232(2)(c) of the Act which is attached as aNNEXURE 4to this Statement.
Promoters
Non-Promoter Shareholders
Key Managerial Personnel (KMP)
Directors
Depositors	There are no depositors. Not Applicable.
Creditors	No arrangement or compromise with creditors.
Debenture holders	There are no debenture holders in the Transferee Company. Hence this is not applicable.
Deposit trustee and debenture trustee	There is no deposit trustee or debenture trustee in the Trans- feree Company. Hence this is not applicable.
Employees of the Company	Employees will continue to be the Employees of Transferee Company, without any break or interruption in service as a result of the merger.

(u) The Scheme is filed with the Registrar of Companies on 13[th] November, 2024.
(v) There are no material investigations or proceedings pending against the Transferee Company or its Directors as per the terms of Section 230(2)(a) of Companies Act, 2013.

5. Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for Transferor Company:

i. Details of the order of the NCLT directing the calling, convening and conducting of the Meeting:

Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time and venue of the NCLT Convened Meeting.

ii. Details of the Transferor Company, Batliboi Environmental Engineering Limited :

(a) Date of Incorporation: August 25, 1959.
(b) Corporate Identification Number (CIN): U74210MH1959PLC011435.
(c) Permanent Account Number : (PAN): AAACH1091B.
(d) Type of Company: Private limited company.
(e) Change of Name : -Transferor Company was incorporated on August 25, 1959, in the name of Hydraulic & General Engineers Private Limited. The Transferor Company after passing the necessary resolution for a change of name under the erstwhile Companies Act, 1956, the name of the Transferor Company was changed to its present name, Batliboi Environmental Engineering Limited, effective from March 20, 1998.

Batliboi Ltd.

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(f) Registered Office : Spartan House, 1[st] Floor, Plot No. B-29 Road No. S-18, Wagle Estate, Thane (West), Thane, Maharashtra – 400 604, India
(g) Email Address: [email protected]
(h) Name of the stock exchange(s) where securities of the company are listed: Not listed
(i) Summary of the main objects as per the Memorandum of Association and main business carried on by Transferor Company:

The objects for which the Transferor has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III of the Memorandum of Association are as hereunder:

“The objects for which the Transferor Company is established are:

3. To undertake and carry out civil engineering work of description relating to the purification, treatment or disposal of water, sewage or trade effluents or sanitary work or purpose of any kind, and generally to undertake and carry out any other civil engineering work whatsoever, and to carry on the business of civil engineers in all its branches.

4. To carry on in all their branches the business of mechanical, electrical, chemical and general engineers, contractors, manufacturers constructors and builders, and surveyors, and of carpenters, wood-workers, plumbers, plasterers and painters and to undertake and carry out the surveying clearing and preparing of sites for works of any description, and the construction, building erection, completion, equipment and commissioning of any works of any description.

Clause III (B) 26 of the Memorandum of Association of the Transferor Company which contain provisions for amalgamations are reproduced herein below:

“ To amalgamate with any other company having objects altogether or in any similar to those of this Company “.

(j) Details of change of name, registered office and objects of Transferor Company during the last five years :
(k) Change of Name : NA
(l) Change of Registered Office: There has been no change of registered office for the last five years.
(m) Change of objects: There has been no change of objects for the last five years.
(n) The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 31[st] March 2024 is as under:

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Particulars Amount (INR)
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Particulars	Amount (INR)

Authorised Capital
1,70,00,000 Equity shares of Rs. 10/- each	17,00,00,000
4,00,000 8% Non-Cumulative, Non-Convertible Redeemable Preference shares of Rs. 100/- each	4,00,00,000
Total	21,00,00,000
Issued, subscribed and, paid-up Share Capital
1,60,00,000 Equityshares of Rs.10 /- each, fully paid-up	16,00,00,000
2,70,000 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of Rs.100 /- each, fully paid-up	2,70,00,000
Total	18,70,00,000

Batliboi Ltd.

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Subsequent to the above date, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Transferor Company.

(o) Pre and post shareholding pattern of Transferor Company is attached herewith as Annexure 5 .
(p) A summary of the assets and liabilities of the Transferor Company as per the Audited Balance Sheet as on 31 March 2024 are as follows:

Liabilities	Amount as on 31st March 2024(in Lakhs)	Assets	Amount as on 31st March 2024(in Lakhs)
Share capital	1600.00	Fix Assets	25.46
Other Equity	270.00	Non-Current Investment	0.10
Reserves & Surplus	(586.53)	Deferred Tax Asset	1.38
Non- Current liabilities	946.65	Non-Current Assets	592.49
Current liabilities	5679.15	Current Assets	7289.82
Total	7909.26	Total	7909.26

(q) Audited financial statements as on March 31, 2024 and provisional financial statements as on June 30, 2024 of the Transferor Company is attached herewith as ANNEXURE 6a and 6B.

(r) The details of the promoters & promoter group of the Transferor Company are as follows:

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Sr.No Name of Promoter/Pro- Category Address
moter Group
1 Mr. Nirmal Bhogilal jointly Promoter Gold Croft, 39, Bhulabhai Desai Road, Mumbai –
with Mrs. Sheela Bhogilal 400 026.
2 Hitco Investments Pvt. Ltd Promoter Bharat House, 5th Floor, B.S. Marg, Fort, Mumbai –
400 001.
3 Batliboi Limited Promoter Bharat House, 5th Floor, B.S. Marg, Fort, Mumbai –
400 001.
4 M/s. Pranir Trustees Pvt. Ltd Promoter Bharat House, 5th Floor, B.S. Marg, Fort, Mumbai –
400 001.
5 Mrs. Sheela Bhogilal jointly Promoter Gold Croft, 39, Bhulabhai Desai Road, Mumbai –
with Mr. Nirmal Bhogilal 400 026.
6 Mr. Nirmal Bhogilal Promoter 26, B.G. Kher Marg, Malabar Hills, Mumbai – 400
006.
7 Batliboi International Limit- Promoter 15, J.N. Heredia Road, Ballard Estate, Mumbai – 400
ed 001.
8 Kabir Bhogilal jointly with Promoter Gold Croft, 39, Desai Road, Mumbai – 400 026.
Mr. Nirmal Bhogilal
9 Kabir Bhogilal Jointly with Promoter Bharat House, 5th Floor, B.S. Marg, Fort, Mumbai –
Farah Bhogilal 400 001.
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Batliboi Ltd.

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(s) The details of the Directors of the Transferor Company are as follows:

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

Sr. Name of Director Designation Address
No
1 Kabir Nirmal Bhogilal Director Gold Croft, 39, Desai Road, Mumbai – 400 026.
2 Kaushik Kantilal Shah Director 305,Jai Chamunda CHS Ltd, 5th, Kasturba Road,
Opp. Green Hotel, Borivali (East) Mumbai-400066
3 Edwyn Rodrigues Director House No 63, Mahindra Park L.B.S Marg, Ghatkopar
West Mumbai 400086
4 Sanjiv Harischandra Joshi Director B 201, Nikhil Heights, Sajjan Wadi, Mithaghar Road,
Mulund East-400 081
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(t) The date of the Board Meeting of the Transferor Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favor of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The Board of Directors of the Transferor Company approved the Scheme at its meeting dated March 11, 2024. Details of the manner in which the Directors of Transferor Company voted at this meeting are as follows:

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S. No. Name of Director Voted in favor/ against/ abstained
1. Kabir Nirmal Bhogilal Voted in favor
2. Kaushik Kantilal Shah Voted in favor
3. Edwyn Rodrigues Voted in favor
4. Sanjiv Harischandra Joshi Voted in favor
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(u) None of the Directors, the Key Managerial Personnel of Transferor Company and their respective Relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Transferor or Transferee Company (as applicable) if any, and/or to the extent the said Directors / Key Managerial Personnel are common Directors of the Transferor and Transferee Company (as applicable). The details of the shareholding of Directors and Key Managerial Personnel of Transferor Company as on date of Notice is as follows:

S. No.	Name	Designation	No. of shares held in Transferee Company	No. of shares held in Transferor Company
1.	Kabir Nirmal Bhogilal	Director	4,54,176	53,75,000
2.	Sanjiv Harischandra Joshi	Director	23667	-
3.	Kaushik Kantilal Shah	Director	10	-
4.	Edwyn Rodrigues	Director	8800	-
5.	Sudhakar Rao	Chief Financial Offcer	-	-
6.	Nidhi Shah	CompanySecretary	1	-

(v) The Transferor Company has 2 secured creditors as on March 31, 2024 amounting to INR 16.60 Lakhs.
(w) The Transferor Company has 393 unsecured creditors as on March 31, 2024 and amount due to such Unsecured Creditors is INR 4,661.31 Lakhs.

Batliboi Ltd.

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(x) Disclosure about the effect of the compromise or amalgamation on:

Shareholders	The effect of the Scheme on the shareholders, promoters, non-promoter shareholders, and key managerial personnel/ Directors of the Transferor Company is given in the report adopted by the Board of Directors of Transferor Company pursuant to the provisions of Section 232(2)(c) of the Act which is attached asANNEXURE 7to this Statement.
Promoters
Non-Promoter Shareholders
Key Managerial Personnel (KMP)
Directors
Depositors	There are no depositors. Not Applicable.
Creditors	No arrangement or compromise with creditors.
Debenture holders	There are no debenture holders in the Transferor Company. Hence this is not applicable.
Deposit trustee and debenture trustee	There is no deposit trustee or debenture trustee in the Transferor Company. Hence this is not applicable.
Employees of the Company	Employees will continue to be the Employees of Transferee company, without any break or interruption in service as a result of the merger.

  - (y) The Scheme is filed with the Registrar of Companies on 13th November, 2024.

  - (z) There are no material investigations or proceedings pending against the Transferor Company or its Directors as per the terms of Section 230(2)(a) of Companies Act, 2013.

Other details regarding the Scheme required as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016:
Relationship between the Companies :

Shares of the Transferor Company and the Transferee Company are owned by similar set of shareholders who are also promoters. The Transferee Company holds 11.93% in the Transferor Company.

“ Appointed Date ” means the 1[st] day of April 2023 or such other date as may be approved by the Honorable National Company Law Tribunal(s), for the purposes of this Scheme;
“ Effective Date ” means the date on which last of the conditionalities specified in Clause 20 of the Scheme is

fulfilled. Any reference in this Scheme to the date “upon the Scheme becoming effective” or “effectiveness of the Scheme” or “upon coming into effect of this Scheme” or “upon the Scheme coming into effect” shall mean the Effective Date, as defined in this Clause;

“Record Date” means the date to be fixed by the Board of Directors of the Transferee Company or a committee

thereof, in consultation with the Board of Directors of the Transferor Company for the purpose of determining the members of the Transferor Company to whom new shares in the Transferee Company shall be allotted under Part C of the Scheme;

Batliboi Ltd.

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The Transferee Company vide their board resolution and special resolution dated 6[th] March 2024 and 29[th] March 2024 respectively approved the preferential allotment to 52,64,000 equity shares of Rs 113.5/- each amounting to Rs. 59,74,64,000 (Fifty-Nine Crore Seventy-Four Lakhs Sixty-Four Thousand Rupees). The proceeds of the preferential issue shall be utilized to meet the funding and business-related requirements of the Transferee Company, providing access to long-term resources for its growth needs and general corporate purposes. The Transferee Company will use the proceeds to repay debt obligations and fulfill capital requirements for purposes such as capital expenditures and working capital, thereby enhancing the Transferee Company’s business.
Consideration for the Amalgamation: Gist of consideration is mentioned below in italics:

Consideration for equity shareholders of Transferor Company:

“9 (Nine) Equity Shares having face value of INR 5/- each of Batliboi to be issued to the equity shareholders of BEEL (other than Batliboi) for every 10 (Ten) Equity Shares having face value of INR 10/- each held in BEEL. ”

Consideration for preference shareholders of Transferor Company:

“1 (One) fully paid-up 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of INR 100 (Hundred) each of the Transferee Company shall be issued and allotted for every 1 (One) fully paid-up 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of INR 100 (Hundred) held in the Transferor Company.”

Rationale and benefits of the Scheme as perceived by the Board of Directors of the applicant Companies:

9. Rationale for the Scheme as under:

Economies of scale will play a bigger role as the consolidated entity’s operational efficiency will increase, which will in turn allow the merged entity to compete on a larger scale in the industry, thus benefiting the merged entity and the shareholders;
Rationalization of operations with a greater degree of operational efficiency and optimum utilization of resources;
The combined net worth of both entities will enable the merged entity to tap into new business opportunities thereby unlocking growth opportunities for the merged entity;
It would result in the consolidation of business activities and will facilitate effective management of investment and synergies in operations;
Being a part of the same management, this amalgamation would facilitate the simplification of group structures and reducing administrative redundancies;
Reduction in multiplicity of legal and regulatory compliances, reduction in overheads, including administrative, managerial and other costs amongst all; and
Consolidation and simplification of the group structure and reduction of administrative costs at the group level.

Copy of Scheme is attached herewith as ANNEXURE 8

10. Summary of the Valuation Report and Fairness Opinion:

The valuation report was issued by the Registered Valuer – Securities or Financial Assets describing, inter alia, the methodologies adopted by them in arriving at the Share Exchange Ratio and setting out the detailed computation of the Share Exchange Ratio for the Scheme of Amalgamation. In the Valuation Report:

Batliboi Ltd.

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a. The valuer has stated that upon the Scheme being effective and in consideration for amalgamation of the Transferor Company into Transferee Company, Transferee Company to issue and allot equity shares to the shareholders of the Transferor Company in accordance with the Share Exchange Ratio. Upon merger 9 (Nine) Equity Shares having face value of INR 5/- each of Transferee Company to be issued to the equity shareholders of Transferor Company (other than Batliboi) for every 10 (Ten) Equity Shares having face value of INR 10/- each held in Transferor Company.

Further, 1 (One) fully paid-up 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of INR 100 (Hundred) each of the Transferee Company shall be issued and allotted for every 1 (One) fully paid-up 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of INR 100 (Hundred) held in the Transferor Company.

b. In compliance with Para (A)(2)(d) of Part I of SEBI Master Circular No SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22[nd] December, 2020, as amended and updated by SEBI Master Circular No. SEBI/HO/CFD/DIL1/ CIR/P/2021/0000000665 dated 23[rd] November, 2021 read with SEBI Master Circular No. SEBI/HO/CFD/ POD2/P/CIR/2023/93 dated 20[th] June, 2023 (“SEBI Scheme Circular”), a Fairness Opinion dated March 11, 2024 issued by a SEBI Registered Merchant Banker, stating that the Valuation Report is fair and reasonable. The recommendation of the Share Exchange Ratio has been approved by the Audit Committee and Board of Directors of the Transferor Company and the Transferee Company. The copy of Valuation Report and Fairness Opinion Report are attached herewith as ANNEXURE 9A and 9B, respectively.

11. Detail of capital restructuring

As an integral part of the Scheme, and upon the coming into effect of the Scheme and with deemed effect from the Appointed Date, the Authorized share capital of Transferor Company shall be merged with the Authorized share capital of Transferee Company. (Refer Clause 12 of the Scheme of Amalgamation).

12. Detail of debt restructuring:

There shall be no debt restructuring of the Applicant Companies pursuant to the Scheme.

Inspection of the following documents may be taken at the Registered Office of the Applicant Companies on any working day (except Saturday, Sunday and Public Holiday) prior to the date of the meeting between 10.00 A.M. to 4.00 P.M. An advance notice should be given by e-mail to the Transferee Company at [email protected] if it is desired to obtain copies of the Notice from the Registered Office of the Transferee Company. Alternatively, a request for obtaining an electronic/ soft copy of the Notice and Explanatory Statement may be made by writing an email to [email protected]:
(a) Order dated October 24, 2024 passed by the Hon’ble Tribunal in Company Scheme Application No C.A. (CAA)/ 165 (MB) / 2024, directing the convening of the meetings of equity shareholders of Transferee Company;
(b) Copy of the Scheme of Amalgamation between the Applicant Company;
(c) Share Swap Ratio Report, dated March 11, 2024 issued by the Registered Valuer – Securities or Financial Assets, describing, inter alia , the methodologies adopted by them in arriving at the Share Exchange Ratio and setting out the detailed computation of the Share Exchange Ratio for the proposed Amalgamation;
(d) Fairness Opinion dated March 11, 2024 issued by the SEBI Registered Merchant Banker stating that the Valuation Report is fair and reasonable;
(e) The certificates issued by the statutory auditors of the Transferee Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act is attached herewith as ANNEXURE 10 ;
(f) Contracts or agreements material to the scheme: There has been no contracts or agreements material to the scheme. Hence, not applicable;

Batliboi Ltd.

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(g) Memorandum and Articles of Associations of the Companies;
(h) Latest Annual Report of the Companies;
(i) Copy of the Audit Committee Report dated March 11, 2024 of the Transferee Company;
(j) Copy of the resolution passed by the Board of Directors of the Transferee Company dated March 11, 2024, approving the Scheme;
(k) Observation letters dated September 2, 2024 issued by BSE Limited to the Transferee Company;
(l) Copy of the report adopted by the Board of Directors of the Applicant Companies as per the provisions of Section 232(2) (c) of the Act.
(m) Abridged Prospectus providing details of Transferor Company as duly certified by a SEBI Registered Merchant Banker ANNEXURE 11 .
Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme :
(i) In terms of Regulation 37 of the Listing Regulations, BSE, by its letter, dated September 2, 2024, have issued its no objection to the Scheme. The Copy of the said observation letter dated September 2, 2024 as received from BSE is enclosed as ANNEXURE 12 .
(ii) As required by the SEBI Scheme Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23[rd] November, 2021 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, the Transferee Company has filed its Complaint report dated May 08, 2024 with BSE. Copy of the said ANNEXURE 13.
Complaint report filed by the Transferee Company is enclosed as
(iii) The Scheme was filed by the Applicant Companies with the Mumbai Bench of the NCLT on 16[th] September 2024. The Hon’ble NCLT, Mumbai Bench has passed directions to convene Meetings(s) of Equity Shareholders of Transferee Company vide an Order dated October 24, 2024. The Copy of Order is attached herewith as ANNEXURE 14.
(iv) The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.
Other details regarding the Scheme required as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016:
Undertaking of the Amalgamating Company means all the Assets and Liabilities of the First Applicant Company: Refer Part C of the Scheme.
In the opinion of the Board, the said Scheme will be of advantage and beneficial to the Transferee Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable.
This statement may be treated as an Explanatory Statement under Section 230(3), 232(1), 232(2) and 102 of the Act and the statement for the purposes of Rule 6(3) of the Rules.
After the Scheme is approved by the Equity Shareholders of Transferee Company, it will be further subject to the approval by the Hon’ble National Company Law Tribunal Mumbai Bench.
Compliance Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Transferee Company is attached herewith as Annexure 15.

Batliboi Ltd.

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16. Additional Details that Transferee Company was directed to disclose in explanatory statement as per Observation Letter dated September 2, 2024 issued by BSE Limited is as follows:

Details of pre and post assets, liabilities, net worth and revenues of the Transferor and Transferee Company is attached herewith as Annexure 16
Further the Transferee Company hereby clarifies that Scheme has positive impact on revenue basis the reasons as mentioned the Rationale of the Scheme.
Need and Rationale of the Scheme – Refer rationale of the Scheme and para 7 of the explanatory statement.
Value of Assets and Liabilities that are transferred pursuant to merger – Refer Annexure 16
Transferee Company hereby clarifies that non-cumulative preference shareholders shall not exercise voting rights or any resolution of the Company under any circumstances.
Details/ facts about the basis of the valuation of Transferor Company to include Transferee Company’s substantial order book and management’s anticipation regarding sustained growth in the coming years.

The Transferor Company hereby states that, as of the current fiscal year, the Company has a substantial order book, and the Company anticipates sustained growth in the coming years based on the fact that the Indian economy will continue to grow @ 7% P.A. for the next few years.

Consequently, the financial projections for the forthcoming years reflect this optimism.

The Transferee Company hereby submits, as Annexure 17 , the draft query letter dated April 8, 2024, along with its response and all annexures.

Sd/- Pranay Luniya Practising Chartered Accountant Chairperson appointed by Hon’ble NCLT for the Meeting of Equity Shareholders of Batliboi Limited

Registered Offce:

Bharat House 5th Floor104 B S Marg Fort, Mumbai, Maharashtra, India - 400001

Batliboi Ltd.

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ANNEXURE 1A

Batliboi Environmental Engineering Limited

Regd. & Corporate Office : Spartan House, 1st Floor, Plot No. B/29, Road No. 18/S, MIDC Industrial Area, Wagle Estate, Thane (W) - 400 604.

Phones : + 91 (22) 2583 6678 / 79 / 96 E-mail : beel.bom@ batlibol.com Web : www.batllbol.com CIN : U74210MH1959PLC011435 MSME Udyog Aadhaar: MH33E0006182

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BATLIBOI
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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIREaORS OF BATLIBOI ENVIRONMENTAL ENGINEERING LIMITED[HELD ON 11^][ March, 2024]

TO CONSIDER AND APPROVE PROPOSED DRAFT SCHEME OF AMALGAMATION BETWEEN BATLIBOI ENVIRONMENTAL ENGINEERING UMITED AND BATLIBOI UMITED THEIR RESPECTIVE SHAREHOLDERS.

RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 (" Act" ), the rules and regulations made thereunder and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company and subject to necessary approval / consents / sanctions and permissions of the shareholders and / or creditors of the Company, sanction of the National Company Law Tribunal ('Tribunal" ) constituted under the provisions of the Act, as the case may be or such other competent authority, as may be applicable or any other appropriate authority under the applicable provisions of the Act, as may be applicable, and such other approvals / permissions and such other regulatory authorities as may be required under applicable laws, regulations, and guidelines issued by the regulatory authorities and based on the recommendation of the Independent Directors and Audit Committee of the Company, the consent of the Board of Directors of the Batliboi Environmental Engineering Limited ('the Company' or Transferor Company') (hereinafter referred to as " the Board" ) be and is hereby accorded to the Scheme of Amalgamation between Batliboi Environmental

Engineering Limited (" BEEL" or " Transferor Company" ) into Batliboi Limited (" Batliboi" or Transferee Company" ) and their respective shareholders and creditors providing inter alia for:

Batliboi Ltd.

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Batliboi Environmental Engineering Limited

RESOLVED FURTHER THAT the Company be and is hereby authoriz ed to make necessary applications to government, judicial, quasi-judicial and other statutory authorities or any regulatory authority or any other body or agency, in relation to seeking relevant regulatory approval(s) or sanctionjs) for the Scheme and any other approvals required in connection with the Scheme."

RESOLVED FURTHER THAT Mr. Kabir Bhogilal, Chairman, Mr. Sanjiv Joshi, Director,, Mr. Sudhakar

Rao, Chief Financial Officer, Ms. Nidhi Shah, Company Secretary of the Company, Mr.Binoy Parikh, Authorised Signatory and be and are hereby severally authorised to take all the necessary steps, for and on behalf of the Board, inter alia, in order to:

(a) File the Scheme and / or any other document / information / details / submissions with the government, judicial, quasi-judicial and other statutory authorities or regulatory authorities or any other body or agency to obtain their approval(s) or sanction(s) to the provisions of the Scheme or for giving effect thereto;

(b) To make or assent to any alteration or modification to the Scheme as may be expedient or necessary or to satisfy any condition(s) / requirement imposed by the Tribunal, or any statutory or regulatory authorities, as the case may be and may give such directions, they may consider necessary and to settle any doubt, question, difficulty arising under the Scheme or in regard to its implementation or in any manner connected therewith and to do all such acts, deeds, matters and things for putting the Scheme into effect;

(c) To Sign and file application(s) with the Tribunal or any other appropriate authority under the applicable provisions of the Act, as may be applicable, seeking directions as to convening / dispensing with the meeting of the shareholders and / or creditors (secured or unsecured) of the Company and other usual directions with respect to the Scheme, and where necessary, to take steps to convene and hold such meetings, as per such directions;

(d) To finaliz e and settle the draft of the notices for[convening the shareholders' and/or] creditors' meetings as directed by the Tribunal or otherwise and the draft of the explanatory statement with any modifications as they may deem fit;

Batliboi Ltd.

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Batliboi Environmental Engineering Limited

(e) Conducting the meetings of the shareholders and/or the creditors, signing and sending the notices and carry all such other activities in relation to the meeting, if the Tribunal does not dispense with the meetings;

(f) Prepare, sign and file applications, petitions, documents,[affidavits, vakaiatnama,] undertakings, reports, pleadings and other documents relating to the Scheme to the Tribunal or any other appropriate authority under the applicable provisions of the Act;

g) To engage / ratify appointment of Counsels, Advocates, Solicitors, Chartered Accountants, and other professionals/intermediaries and to determine the scope of their work and terms and conditions including remuneration thereof;
(h) To apply and obtaining approval from Central Government[and / or such other regulatory] or statutory authorities or other authorities and parties including the shareholders, lenders, financial institutions, creditors, as may[be considered necessary, for] implementation of the Scheme;
(i) To approve such actions as may be considered necessary for approval / sanction of the Scheme and the implementation of the Scheme after the same is sanctioned by the Tribunal or any other appropriate authority under the applicable provisions of the Act, as may be applicable including but not limited to making filing with the concerned Registrar of Companies, Regional Directors, Official Liquidators, Income Tax authorities and, other authorities as may be required and to approve all other actions required for full and effective implementation of the sanctioned Scheme and to remove and resolve all doubts and difficulties and to do all such acts, deeds and things as they may deem necessary and desirable in connection therewith and incidental thereto;
0) To give effect to any modifications, changes, variations, alterations or revision in the Scheme from time to time or to suspend, withdraw or revive the Scheme from time to time as may be specified by any statutory authority or as may Suo moto be decided by the Board in its absolute discretion and to do all such acts, deeds, matters and things whatsoever, including settling any question, doubt or difficulty that may arise with regard to or in relation to the Scheme as it may in its absolute[discretion consider necessary,] expedient, fit and proper;

Batliboi Ltd.

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Batliboi Environmental Engineering Limited

(k) Suitably inform, apply and/or represent to the Central and/or State Government(s) and/or local or other regulatory authorities, including but not limited to the Sub-Registrar of Assurances, Customs authorities, GST authorities. Income Tax authorities. Sales Tax authorities. Value Added Tax and Entry Tax authorities. Employees' State Insurance and Provident Fund authorities, telephone authorities, electricity authorities, postal authorities, bankers and lenders and all other applicable authorities, agencies, etc., and/or to represent the Company before the said authorities and agencies and to sign and submit such applications, letters, forms, returns, memoranda, undertakings, declarations, deeds or documents and to take all required necessary steps and actions from time to time in the above connection, including registration of documents with the concerned Sub-Registrar of

Assurances;

(! ) Settle any question or difficulty that may arise with regard to the implementation of the Scheme, and to give effect to the above resolution;

(m) To authenticate any document, instrument, proceeding and record of the Company for the purpose of in relation to the Scheme and/or making the Scheme effective;

(n) Pay/authorise payments of stamp duties, taxes, charges, fees, and such other payments as may be necessary;

(o) To file requisite forms with the Ministry of Corporate[Affairs/ Registrar of Companies in] connection with the Scheme during the process of sanction thereof and during the implementation of the Scheme;

(p) To do all further acts, deeds, matters and things[as may be necessary, proper or expedient] to give effect to the Scheme and for matters connected therewith or incidental thereto."

RESOLVED FURTHER Mr. Kabir Bhogilal, Chairman, Mr. Sanjiv Joshi, Director, Mr. Sudhakar Rao,

Chief Financial Officer, Ms. Nidhi Shah, Company Secretary[of the Company,, be and are hereby] severally authoriz ed to make any alterations / changes to the Scheme as may be expedient or necessary subject to the approval of the Tribunal."

Batliboi Ltd.

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Batiiboi Environmental Engineering Limited

RESOLVED FURTHER THAT. Mr. Kabir Bhogilal, Chairman, Mr. Sanjiv Joshi, Director , Mr. Sudhakar Rao, Chief Financial Officer, Ms. Nidhi Shah, Company Secretary of the Company, be and are hereby severally authoriz ed to give effect to any modifications, changes, variations, alterations or revision in the Scheme from time to time or to suspend, withdraw or revive the Scheme from time to time as may be specified by any statutory authority or as may Suo-moto be decided by the Board in its absolute discretion and to do all such acts, deeds, matters and things whatsoever, including settling any question, doubt or difficulty that may arise with regard to or in relation to the Scheme as it may in its absolute discretion consider necessary, expedient, fit and proper, subject to the approval of the Tribunal."

RESOLVED FURTHER THAT the appointment of valuer being CA Harsh Chandrakant Ruparelia (ICAI Membership No. 160171; IBBI Registration No. IBBI/RV/05/2019/11106), an independent registered valuer, and Kunvarji Finstock Private Limited, a merchant banker, be and is hereby ratified and approved for providing the share swap ratio report for the purposes of the Scheme."

RESOLVED FURTHER THAT the Share Exchange Ratio Report dated ll* March, 2024 submitted by CA Harsh Chandrakant Ruparelia, Mumbai on the share entitlement report/ share exchange ratio report as set out in the draft Scheme of Amalgamation, placed before the Board, is hereby approved and adopted for the purposes of the Scheme."

RESOLVED FURTHER THAT the Fairness Opinion Report dated 11* '' March, 2024 a Category- I Merchant Banker, certifying the share exchange ratio report as placed before the Board, be and is hereby taken on record and approved for the purpose of the scheme.

RESOLVED FURTHER THAT the certificate from the statutory auditors of the Transferee Company, M/s. Mukund M. Chitale & Co., certifying the accounting treatment provided in the Scheme, as placed before the Board, be and is hereby taken on record and approved for the purpose of the scheme.

RESOLVED FURTHER THAT the report of the Board of Directors explaining the effect of the Scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders as required to be annexed to the notice and explanatory statement as per Section 232(2)(c) of Companies Act 2013, submitted before the meeting and signed by Kabir Bhogilal -

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Batliboi Environmental Engineering Limited

Chairman & Director, on behalf of the board of directors of the Company, be and is hereby adopted.

RESOLVED FURTHER THAT the authority be and is hereby granted to carry the Common Seal of the Company from the registered office of the Company, if required, for affixing the relevant documents wherever deemed necessary as per the Articles of Association of the Company."

RESOLVED FURTHER THAT the report from the audit committee dated 11* '’ March, 2024 recommending the scheme, taking into consideration, inter alia the Share Exchange Ratio report and Fairness Opinion placed before the Board, be and is hereby accepted and approved.

RESOLVED FURTHER THAT the report from the committee of Independent Directors dated 11* '' March, 2024 recommending the scheme, taking into consideration, inter alia the Share Exchange Ratio report and Fairness Opinion placed before the Board, be and Is hereby accepted and approved.

RESOLVED FURTHER THAT all the Directors of the Company and above authoriz ed persons be

and are hereby severally authoriz ed to sign any copy of this resolution as a certified true copy thereof and furnish the same to whomsoever concerned."

//CERTIFIED TRUE COPY//

For Batliboi Environmem Engineering Limited.

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��
5-
Nidhi Shah ^ ��5 Thane | ^
Company Secretat^
ACS 66585 ^
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Place: Mumbai Date: 29.03.2024

Batliboi Ltd.

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ANNEXURE 1B Annexure-A2

Batliboi Ltd.

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Batliboi Ltd.
(ANNEXURE 2)
- - - - -
29.89% 3.70% 11.26% 0.04% 0.01% 0.01% 0.00% 0.00% 44.92% 1.32% 1.28% 0.51% 4.07% 5.75% 0.03% 12.95% 14.90% 72.76% 72.76% 0.00% 0.00% 0.05% 0.00% 0.05%
%
- - - - -
6,18,200 6,00,000 2,40,800
Post-amalgamation
No. of shares 1,40,47,258 17,41,031 52,91,676 18,296 2,680 2,680 2,000 1,000 2,11,06,621 14,400 60,85,900 70,00,000 3,41,92,521 3,41,92,521 - 800 - - 24,277 - - - - - - - 25,077
- - - - -
(Batliboi Limited) 34.19% 2.45% 1.32% 0.05% 0.01% 0.01% 0.01% 0.00% 38.04% 1.80% 1.75% 0.70% 4.25% 20.40% 62.69% 62.69% 0.00% 0.00% 0.07% 0.07%
Transferee company
%
- - - - - - 800
8,41,022 24,277
Pre- amalgamation
1,17,29,713
No. of shares 4,54,176 18,296 2,680 2,680 2,000 1,000 - - - - 1,30,51,567 6,18,200 6,00,000 2,40,800 - - - - - - 19,12,500 - - 27,00,000 14,59,000 2,15,10,567 2,15,10,567 - - - - - - - - - - 25,077
0 0 0 0 0 0 0 0
- - - - - - - - - - - - - -
16.09% 6.25% 33.59% 55.94% 11.93% 13.28% 18.75% 0.10% 44.06% 100.00% 100.00% 0.00%
%
- - - - - - - - - - - - - -
Pre-amalgamation
25,75,050 10,00,010 53,75,000
Transferor Company (Batliboi
Environmental Engineering Limited) No. of shares -
89,50,060 19,08,930 21,25,000 30,00,000 16,000 70,49,930 - - 70,00,000 1,59,99,990 1,59,99,990 - - - - - - - -
Name of Shareholder
- - - - - - - - - - - - -
Names of Promoter Mr. Nirmal Pratap Bhogilal Ms. Sheela Bhogilal Mr. Kabir Bhogilal Ms. Maya Bhogilal Mr. Dharini B. Anand Ms. Chitra Ashokumar Ms. Farah Bhogilal Mr. Darshana Bhogilal Gupta Mr. P.K. Nair Total - - - - - - - Names of Promoter Nirbhag Investments Pvt Ltd Pramaya Shares and Securities Pvt Ltd Bhagmal Investments Pvt Ltd Batliboi Limited Praneer Trustees Pvt Ltd Batliboi International Ltd Hitco Investments Pvt Ltd Bhogilal Family Trust
Family
Description
Bodies Corporate
Individuals/ Hindu Undivided
Equity Shareholding Indian Central Government/ State Government(s) Financial Institutions/ Banks Any Others Sub Total(A)(1) Foreign Individuals (Non-Residents Individuals/ Bodies Corporate Institutions Any Others Sub Total(A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) Public shareholding Institutions Mutual Funds/ UTI Financial Institutions / Banks Central Government/ State Government(s) Foreign Portfolio Investors Insurance Companies Provident Funds / Pension Funds Foreign Venture Capital Investors Any Other Sub-Total (B)(1)
I A1 (a) (b) (c) (d) (e) A2 (a) (b) (c) (d) (B) B1 (a) (b) (c) (d) (e) (f) (g) (h)
Sr. No
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6.53% 30,70,901 7.73% 36,30,422 7.34% 34,47,015 1.94% 9,10,931 0.21% 1,00,009 0.00% - 2.64% 12,39,431 0.80% 3,74,000 - - - - - - - - - - 0.00% 40 0.00% 1,500 27.18% 1,27,74,249 27.24% 1,27,99,326 100% 4,69,91,847 100% 4,69,91,847 37.04% 1,00,000 37.04% 62.96% 1,70,000 62.96% 100.00% 100.00% 6,92,480 100.00% 6,92,480
8.95% 10.58% 10.05% 2.66% 0.29% 0.00% 3.61% 1.09% 0.00% 0.00% 37.23% 37.31% 100% 100% 100.00% 100.00%
- - - - -
- - - - - 40
30,70,901 9,10,931 12,39,431 3,74,000 1,500
36,30,413 34,47,015 1,27,74,240 1,27,99,317 3,43,09,884 3,43,09,884 - - - 1,00,000 - - - - - - 1,70,000 - - 2,70,000
- -
0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 100% 100% 37.04% 37.04% 62.96% 62.96% 100.00%
- 6,92,480
- 1,00,009 - - -
- - - - - - - - - - -
10 - 10 10 1,60,00,000 - - - - - - - - - - - - 1,60,00,000 1,00,000 1,00,000 1,70,000 1,70,000 2,70,000 - - 6,92,480 -
Names of Promoter: Mr. Kabir Bhogilal Total Names of Promoter: Hitco Investment Pvt Ltd Total Names of Promoter: Mr. Nirmal Pratap Bhogilal
Family Family
Bodies Corporate
Individuals/ Hindu Undivided Individuals/ Hindu Undivided
Non-institutions Bodies Corporate Individuals Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. Any Other NRI Trusts Overseas Corporate Bodies HUF LLP Foregin Nationals Clearing Member Director or Director's Relatives Investor Education and Protection Fund (IEPF) Key Managerial Personnel Unclaimed or Suspense or Escrow Account Relatives of promoters Sub-Total (B)(2) Total Public Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) Shares held by Custodians and against which DRs have been issued Sub-Total ('C) GRAND TOTAL (A)+(B)+(C) of the Equity Shareholding Preference Shareholding 8% Non-Cumulative Redeemable Preference Shares TOTAL of the 5% Non-Cumulative Redeemable Preference Shares 5% Non-Cumulative Redeemable Preference Shares TOTAL of the 5% Non-Cumulative Redeemable Preference Shares
B2 (a) (b) I II (c) (B) (C) II A. (a) (b) B. (a)
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Batliboi Ltd.

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Annexure 3A

MUKUND M. CHITALE CO.

2nd Floor, Kapur House. Paranjape B Scheme Road No.1, Vile Parle (E), Mumbai 400057 T; 91 22 2663 3500 www.mmchitale.com

CHARTERED ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Members of Batliboi Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the Standalone Ind AS financial statements of Batliboi Limited (" the Company” ), which comprise the Balance Sheet as at 31® March 2024, and the' Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the Standalone Ind AS financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS financial statements give the information required by the Companies Act, 2013 (" the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (" Ind AS" ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31« March , 2024, the profit and total other comprehensive income, changes in equity and its cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilitie s for the Audit of the Standalone Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Standalone Ind AS financial statements.

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the Standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. Key Audit Matter How our audit addressed the key

No. audit matter

Evaluation of Impairment of Our Audit Approach: Investment made in Subsidiary

The Company has made

investment in equity and preference shares of its wholly owned subsidiary Queen Project Mauritius Limited.

It had impaired the investment in the subsidiary on the date of transition to Ind AS in view of the losses in its subsidiaries. During the year, Queens Projects Mauritius Limited is undergoinga voluntary liquidation process and consequently the shares of Quickmill Inc and 760 Rye Street Inc. [ Canada), the two stepdown subsidiaries of the Company, earlier held in the name by Queens Projects Mauritius Limited have been transferred to the Holding Company on 28th July 2023 [ Refer note 7 of Standalone Ind AS Financial Statement). The management has tested the impairment of its investment in subsidiaries as per Ind AS 109 - Financial Instruments as at 31^ ' March 2024.

a) Focused our testing on the impairment of investment in subsidiary and the key assumptions and estimates made by management

b) Audit procedures included an assessment of the controls over the impairment assessment process, evaluated the design of internal controls relating to the testing of impairment of assets and also tested the operating effectiveness of the aforesaid controls.

c) Obtained understanding of management's estimation of recoverable amount of investment in subsidiary which have been determined by value in use.

d) Verified and tested the future projected cash flows estimated by management of its Step-down subsidiary Companies Quickmill Inc. and 760 Rye Street Inc, located in Canada to determine the value in use and recoverable amounts including assessment of the key cash flow assumptions based on historical

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

Sr. Key Audit Matter No. Based on internal analysis and estimation of the projected cash flows of its Subsidiary Companies Quickmil! Inc. and 760 Rye Street Inc., the Company has not made any further impairment to the carrying amount of the investment value as at 31* ' March 2024.

Evaluation of Contingent Liabilities - The Company has disclosed the contingent liability on account of sales tax, excise duty, TDS and claims not acknowledged as debts against the Company relating to various business operations and human resource cases. The management has applied significant judgment to determine the possible outcome of these disputes and no provision relating to these liabilities has been taken in the financial statement as at SI* ' March 2024.

Refer note 24 (a) of the Standalone Ind AS Financial Statements for disclosure of Contingent Liabilities.

How our audit addressed the key audit matter performance and industry information.

e) Assessed the appropriateness of the recognition, measurement and related disclosures of investment in subsidiary.

Our Audit Approach:

a) Evaluated the design and tested the operating effectiveness of the relevant controls, through combination of procedures involving inquiry and observation, reperformance and inspection of evidence in respect of operation of these controls to assess how the Company monitors the disputed tax liabilities, court cases, related developments and their assessment of the potential impact on the Company.

b) For uncertain disputed taxes and court cases, obtained details of tax assessments, appeal order, court status, court orders and demands from the management.

c] Evaluated the management's underlying assumptions of the validity and adequacy of provisions for uncertain disputed taxes, court cases and evaluating the basis of determination of the possible outcome of the disputes, Also considered legal precedence and other rulings and referred, where

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

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Sr. Key Audit Matter
No.
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How our audit addressed the key audit matter applicable, external advice sought by the Company for these uncertain disputed taxes, court cases and reviewed related correspondence in evaluating management's position on these uncertain disputed taxes and court cases.

4. Information other than the Standalone Ind AS financial statements and Auditor's report thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report, Corporate Governance Report and Management Discussion and Analysis, but does not include the Standalone Ind AS financial statements and our auditor's report thereon. The Annual report is expected to be made available to us after the date of this auditor's report

Our opinion on the Standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the[Standalone Ind AS financial] statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information included in the above reports, if we conclude that there is material misstatement therein, we are[required to communicate the] matter to those charged with governance and determine the actions under the applicable laws and regulations.

5. Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134C5) of the Companies Act, 2013 (" the Act" ) with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the Ind AS and accounting principles generally accepted

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Ind AS financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company's Board of Directors are also responsible for overseeing the Company's financial reporting process.

6. Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standard on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS financial statements,

As part of an audit in accordance with Standard on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

� �� of the Standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

� ��

��

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditor’ s Report) Order. 2020 (" the Order" ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the 'Annexure A' a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
ii) As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of Standalone Ind AS financial statements.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books,
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account
d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as at 31^ ' March 2024 taken on record by the Board of Directors, none of the directors is disqualified as at 31* ' March 2024 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in " Annexure B" .
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

h] With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies [ Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

The Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS financial statements - Refer Note 24(a) to the Standalone Ind AS financial statements;
The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
ni. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;
iv. (a) The Management has represented that no funds have been advanced or loaned or invested [ either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person[ s) or entity[ ies), including foreign entities [ " Intermediaries" ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company [ ’ ’ Ultimate Beneficiaries" ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries [ Refer Note 40 (i)[ a) to Standalone Ind AS financial statements);

[ b) The Management has represented that no funds have been received by the Company from any person[ s) or entity[ ies), including foreign entities [ ''Funding Parties" ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party [ " Ultimate Beneficiaries" ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries [ Refer Note 40 [ i)(b) to Standalone Ind AS financial statements); and

[ c) Based on audit procedures that have been considered[reasonable and] appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause [ i) and [ ii) of Rule ll[ e), as provided under [ a) and [ b) above, contain any material misstatement.

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

V. The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable,

VI. Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail [ edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

Proviso to Rule 3[ 1) of the Companies [ Accounts) Rules, 2014 is applicable from 1st April 2023, reporting under Rule 11(g) of the Companies [ Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31st March 2024.

Place: Mumbai Date: 27‘ h May 2024

For Mukund M. Chitale & Co Chartered Accountant Firm Reg. No. 106655W V (NishaYadav) Partner M. No.-135775 UDIN - 24135775BKHQPX 2077

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

Annexure A to the Independent Auditor's Report of even date on the Standalone Ind AS Financial Statements of Batliboi Limited

Referred to in paragraph [ 7(i)] under Report on Other Legal and Regulatory Requirements of our report of even date

According to the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

i) In respect of the Plant’ s Property, Plant and Equipment's, Right of Use Assets and Intangible Assets:
a) A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of Right-of-use Assets.
- B) The Company has maintained proper records showing full particulars of Intangible Assets.
b] As per information and explanations given to us the Property, Plant and Equipment and Right-of-Use Assets have been physically verified by the management at reasonable Intervals. In our opinion, the frequency of verification is reasonable having regard to the siz e of the operations of the[Company and on the basis of] explanations received no material discrepancies were noticed during the verification.
c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties included in Property, Plant and Equipment are held in the name of the Company except for the lease agreement of Corporate Office of the Company with Bharat Line Limited has been expired during the year and the execution of the renewed agreement is in the process..
d) The Company has not revalued its Property, Plant and Equipment [ including Right of Use assets) or Intangible Assets during the year

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

e] According to the information and explanations given to us, no proceedings have been initiated or is pending against the Company during the year for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

ii)

In respect of Inventories:

a) As per information and explanations given to us the inventory has been physically verified by the management at reasonable intervals. In our opinion, the frequency, coverage and procedure of verification by the management is reasonable and appropriate having regard to the siz e of the Company and nature of its business. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been appropriately dealt with.
b) According to the information and explanations given to us, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, during the year, from banks on the basis of security of its current assets. We have observed differences in the quarterly statements of current assets filed by the Company with such banks or financial institutions as compared to the books of account maintained by the Company which have been reconciled. However, we have not carried out a specific audit of such statements. The details of such differences / reconciliation items are given in Note no. 22(e) of the Standalone Ind AS financial statements of the Company.

iii)

The Company has not made any investments in or granted any loans or advances in nature of loans, secured and unsecured, to companies, firms, Limited Liability Partnerships, and granted unsecured loans to other parties. During the year, the Company has provided/renewed corporate guarantee in respect of credit facilities availed by one of its related parties from bank in respect of which:
a) During the year the Company has not provided loans or advances in the nature of loans or stood guarantee, provided security to its subsidiaries or any other entity except for it has provided/renewed corporate guarantee in respect of credit facilities availed by one of its related parties from bank amounting to Rs, 3,250.30 lakhs as at 31* March 2024.

Batliboi Ltd.

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MUKUND M. CHITALE

C0.

CHARTERED ACCOUNTANTS

b) The Company has not made any investment or provided[any loans or advances in] nature of loans during the year. In our opinion, guarantees provided during the year is, prima facie, not prejudicial to the Company's interest.
c) The Company has not provided loans or advances in the nature of loans hence reporting under paragraph SCiiiX c) to (f) of the Order is not applicable to the Company.
iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act in respect of loans, investments, guarantees, and security.
V) The Company has not accepted any deposits from the public within the meaning of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under hence reporting under paragraph 3(v) of the Order is not applicable to the Company.
Vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit] Rules, 2014 prescribed by the Central Government under Section 148(1) (d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts[and cost records have been] maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii)

a) According to the records of the Company, during[the year there have been delays on] few occasions in depositing undisputed statutory dues such as provident fund, employee's state insurance, income tax, goods and service tax, duty of customs, cess and other statutory dues applicable to the Company with the appropriate authorities for certain part of the year which has been paid alongwith interest after the respective due dates. There were no undisputed amounts[payable which are] outstanding as at 31« March 2024 for a period of more than six months from the date they became payable.
b) There are no dues of income tax, sales tax, service tax and duty of excise which have not been deposited on account of any dispute except the amount mentioned in the table given below:

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r
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Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

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Name of the Nature of Disputed Period to Forum where
Statute Dues Amount which it pending
(In pertains
Lakhsj
Sales Tax Act of Sales Tax 62.54 F.Y. 1987 to Sales Tax
various states F.Y. 2000 Appellate/Revisional
(Refer Note Authority-up to
Below) Commissioner Level
Sales Tax 53.08 Sales Tax Appellate
Tribunal
Central Excise Excise Duty 2.47 F.Y 1995-97 Central Excise
Act 1941 Appellate Tribunal
(Refer Note
Below)
Customs Act Custom Duty 36.04 F.Y. 2019- Additlonal Director
20 General of Foreign
Trade
Income Tax Act TDS 1.31 F.Y. 2008- Reflecting on TDS CPC
1961 09 to F.Y. website
2023-24
Goods and GST 213.39 F.Y. 2017- a) Assistant
Service Tax Act 18 Commissioner Division
(Refer Note II, CGST and Central
Below) Excise, Mumbai
b) State Tax Officer,
Gujarat
Total Rs 368.83
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Note - The Company has filed appeals against the respective order and had paid Rs. 50.00 Lakhs against the dispute.

viii)

According to the information and explanations given to us, there are no transactions which have not been recorded in the books of account but have been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

ix) a] According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings or in the payment of interest thereon to any lender except in case of one borrowings detail of which are as follows:

Nature of	Name of	Amount	Principal/	No. of Days	Remarks
borrowings	Lender	not paid	Interest	delay or
		on due		unpaid
		date
		(In Rs.
		Lakhs)
Term Loan	Oxy o	48.20	Principal	11	Due to
for Working	Financial	15.36		1	Shortage of
Capital	Services	30.03		3	Funds
	Pvt ltd.	4,67		3

b) Based on the information and explanation provided to us, the Company has not been declared a willful defaulter by any bank or financial institution or other lender.
c) According to the information and explanations given to us and to the best of our knowledge and belief, in our opinion, term loans availed by the Company were, applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application of proceeds.
d) On an overall examination of the Standalone Ind AS financial statements of the Company, funds raised on short-term basis do not seem to have been used during the year for long-term purposes.
e) According to the information and explanations given to us and on an overall examination of the Standalone Ind AS financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.
f) According to the information and explanations given[to us, the Company has not] raised loans during the year on the pledge of securities held in its subsidiaries.

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

) a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under paragraph 3 (x) (a) of the Order is not applicable to the Company.
b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year and hence reporting under paragraph 3 (x)(b) ofthe Order is not applicable to the Company. However, the Company at its Extra Ordinary Meeting approved the Issue of equity shares on preferential basis on 29^ March 2024. The application money receipt and allotment of shares have been done in April 2024 (Refer Note 38 to Standalone Ind AS financial statements).
xi) a) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Standalone Ind AS financial statements and according to the information and explanations given by the management, we report that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.
b) No report under sub-section (12) of section 143 of the Act has been filed in Form ADT- 4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report by the Statutory auditors.
c) According to the information and explanations given to us and to the best of our knowledge, there were no whistle blower complaints received by the Company during the year.
xii) The Company is not a Nidhi Company and hence reporting under paragraph 3 (xii) of the Order is not applicable to the Company.
xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and the details have been disclosed in the notes to the Standalone Ind AS financial statements, as required by the applicable accounting standards.
xiv) a) In our opinion the Company has an adequate internal audit system commensurate with the siz e and the nature of its business.

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

b) We have taken into consideration, the internal audit reports for the period under audit issued to the Company till the date while determining the nature, timing and extent of audit procedures.

xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with them as referred to in section 192 of the Act. Thus, paragraph 3(xv) of the Order is not applicable to the Company.

xvi)

a) According to the information and explanation given to us, the Company is not required to be registered under section 45-lA of the Reserve Bank of India (RBI) Act, 1934. Hence, reporting under paragraph 3Cxvi)(a) and (b) of the Order is not applicable to the Company.
b) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India and hence reporting under paragraph 3 (xvi)(c) of the Order is not applicable.
c) According to the information and explanations given to us, there is no CIC in the Group.

xvii) The Company has not incurred cash loss in the current financial year and in the immediately preceding financial year.

xviii) There has been no resignation of the Statutory Auditors of the Company during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.
xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realiz ation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of Balance Sheet as and when they fall due within a period of one year from the Balance Sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the Balance Sheet date, will get discharged by the Company as and when they fall due.

xx) Provision of Section 135 of the Companies Act, 2013 became applicable to the Company for the year ended 31“ March 2024, however the average net profit of the Company made during the three immediately preceding financial year was loss and hence the Company was not required to spend for Corporate Social Responsibility CCSR). Hence reporting under paragraph 3CxxX a) and (b) is not applicable to the Company (Refer Note 39 of the Standalone Ind AS Financial Statement).

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W

u

Place: Mumbai Date: 27th May 2024

(Nisha Yadav) Partner

M. No. 135775 UDIN - 24135775BKHQPX 2077

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

Annexure B to the Independent Auditors’ Report of even date on the Standalone Ind AS financial statements of Batliboi Limited

Referred to in paragraph [ 7(ii)(f)] under Report on Other Legal and Regulatory Requirements of our report of even date

Report on the Internal Financial Control Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (" the Act" )

Opinion

We have audited the internal financial controls over financial reporting of Batliboi Limited (" the Company” ) as at 31* March, 2024 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

In our opinion, to the best of our information and according to the explanations given to us the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31* March, 2024 based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (" the Guidance Note" ) issued by the Institute of Chartered Accountants of India.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note" ) and the Standards on Auditing, issued by ICAl and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’ s judgement, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Batliboi Ltd.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

(2) provide reasonable assurance that transactions[are recorded as necessary to permit] preparation of Standalone Ind AS Financial statements[in accordance with generally accepted] accounting principles, and that receipts and expenditures[of the Company are being made] only in accordance with authorisations of management[and directors of the Company; and]

(3) provide reasonable assurance regarding prevention[or timely detection of unauthorised] acquisition, use, or disposition of the Company's assets[that could have a material effect on] the Standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not[be detected. Also, projections of any] evaluation of the internal financial controls over[financial reporting to future periods are] subject to the risk that the internal financial control[over financial reporting may become] inadequate because of changes in conditions, or that[the degree of compliance with the] policies or procedures may deteriorate.

Place: Mumbai Date: 27'^ May 2024

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W (Nisha Yadav) Partner M. No. 135775 UDIN - 24135775BKHQPX 2077

Batliboi Ltd.

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BATUBCH UMTED
BALANCE SHEET AS AT 31ST MARCH, 2024
IRs. In Lakhsl
Particukr Now At at A U
81.Maf24
ftSSETS
1 Man« urf« nla atta
e) Prmrty. Plant and Eqwpmenl S 18,627.92 18.385.48
(b> Capital work-iryprogress 5 62,92 23.10
(c) Right of uae assets e 246.46 117.88
(d> Other hitsrgiUe assets 5 15.11 11.92
(e) Finandsl Assets
I. Investments 7 550.44 563.10
n. Trade receivables 8.1 228.86 267.27
III. Loans 6.2 0.04
(f) Other norycurrerrt assets 8.3 59.56 66.72
Total Non current Assets 19.891.07t 19.436491
2 Current assets
(a) Inventories 9.1 1.937.99 1.750.65
(b> Financial Assets
i. Trade receivables 6Jt 2,710.70 1.622.24
Q. Cash and cash equivalsnts 9.3 62.66 169.82
H. Etank balsnces other 8ian (I) above 9.4 85.48 199.25
iv. Loans 10.1 0.51
V. Others 10.2 222.57 207.65
(c) Current Tax Assets (Net) 10.3 44.91 34.02
W) Other currerrt assets
Total current Assets 8,064.31 3,98424
3 Non Current Asset HeM for Sale 11 1.779.39 1.779.39
Total Assets 26.S34T71 25.199.121
EQUITY AND LIABIUT1E8
1 Equity
(s) Equity Share capital 12.1 1,452.29 1.444.29
(b| Other Equity 1221 11,065.65 10642.46
Tog^ C| uit^ 12,516.14 11,986.75
UABIUTIES
2 Non< urrent llablltUet
(a) Financial LiabHIlies
I. Borrowings 13-1 4,965.48 8,518,71
Lease Liabilities 34 213.66 83.34
il. Trade payables
Total outstanding dues of moo enteiprisas and 13.2 5.18 15.01
small enterprises
Total outstanding dues of credilois other than rncro 13i 114.96 145.61
enterprises and small enterprisas
iv. Odier flnandsl kabllltlea 13.3 95.04 95.04
(b) Provisions 13.4 407.10 376.31
(C) Deferred tax Kabilities (Net> 14 1,546.60 1277.57
W) Other nonMurrent liabfilies 13.5 306.44 346.19
Total Non-current IjabllMea 7,67448a 7,867.78i
3 Current liabilHiea
(a) Firanclal UabUties
II.I. BorrowingsLease UabiliUes 15,134 2,111.8054.60 1215i)a47.88
Ul. Trade payables
Total oulsiarrding dues of micro enterprises and 152 812.72 58425
smalf enterprises
Total oulstandirg dues of credHors oltwr than rnictD 152 1233.63 1,373.45
enterprises and smal enlerprisea
(0) Other cuneni leblillles 15.3 1288.70 2.024.20
(C| ProvlBions 15.4 140-70 109.33
Total Current EabllHtea 6.342.1S 8,36459
The accompanying notes ate an integral part of the Tua^ gujtj^ i^ kbjgtM Ind AS FinariCial Statements 26.534.771 25.199.121
As par our report of even dale
For Mukund M. CNtale a CO. For arrd On Behalf of the Bo« d of Direct^ v> 5o7
Chaileted Accountants 0
Firm Rag. No : 106695W It CQ} MUMaA/] c?
NIRMAL BHOGiLAL SANJ iHI j’ !
MUMBAI It ChairmanOiH No. 0017316a ManaQl^Oiu No. 06930610B OJrector �
NI^ Yadav
(Pantrer)
M. No.13577S Ihakshyam chechani pooja sawant
Chief Finsndal Officer Company Secretary
Place: Mumbai
Dale : 27gi May 2024
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Batliboi Ltd.

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BATUBOl UMITED
STATEMENT OF PRORT AND LOSS FOR TME YEAR ENDED 31ST MARCH, 2024
(Rs. In Lakhs.
Particulars Notes Year ended Year ended
31-Mar-24 31-Mar-23
INCOME
I Revenue From Operations 16 19,560.07 19.485.47
II Other Income 17 773.02 504.52
III TotoMncomeJI+ H^ 20.333.09l 19.989.99
IV
Cost of materials consumed 18.1 7,003.20 6.589.89
Purchases of StockHn> Trade 18.2 5,083.74 5,421.77
Changes in inventories of finished goods. Siock-in - 18.3 (122.10) 336.76
Trade and work-in-progress
Employee benefits expense 19 2,749.23 2,410.34
Finance costs 20 418.99 485.92
Depredation and amortiz ation expense 5& 6 317.02 324.01
Other expenses 21 4,091.49 3.588.32
tal exgeMes^ l^ 19.541.571 19.157.03
V Profit/(loss) before exceptional Items and lax (III. 791.52 832.96
IV)
VI Exceptional Items
VII Profit/(los$ ) before tax (V-VI) 791.52 832.96
VII Tax expense:
(1) Current tax (30.75)
(2) Deferred lax credit / (diarge) 14 (269.47) 35.32
(3) Mat credit utilised / (Reversed) (7.00) (11-A3)
IX Prof| t^ Lo| s^ orU» ear 484.30 856.85
Other Comprehensive Income
A (i) Items that vrili not be reclassified to profit or loss (26.74) 11.17
(ii) Incocrw tax relating to items that will not be 14 7.44 (3.11)
redassified to profit or loss
B (i) Hems that will be redassified to profit or loss
(ii) Income tax relating to items that will be
redassified to profit or toss
I Total Comprehensive Incoirw for the year (IX ) 465.00 864.91
(Comprising Profit (Loss) and Other
Comprehensive Income for dre year)
II Earnings per equity share: 28
(1) Basic 1,67 2.98
(2) Diluted 1.64 2.90
The accompanying notes are an integral part of the Ind AS Finandal Statements
As per our report of even dale
For Mukund M. Chilale & CO. For and On Behalf of the Board of tors
Chartered Accountants
RrmReg. No; 1066S5W �� A./Vr
NIRMAL BHOGILAL Atl.^ l f JOSHI
Chairman Manapng Director
DIN No. 00173168 DIN No. 08938810
MUMBAI
Nisha Ysdav
(Parirter) .)
M.NO. 135775 GHANSHYAM CHECHANI POOJASAWANT
Chief Finandal Officer Company Secretary
Place: Mumbai
Date: 27Wi May 2024
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Batliboi Ltd.

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BATUBOI UMITEO

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST HtARCH, 3024

A) Equity Share Capital

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(Ra. In Lakhal
Particulara Note Amounts
As si 1st April 2022
1,435.79
Changes in Eqijty Share capital during the year 8.50
As at 3l8t March 2023
1.444,29i
Changes in Equity Share capital during Ihe year 8.00
As at 3l8t March. 2024 12.1 1.452.29i
B) Other Egultr
(Rs. In Lakhsl
Particulars Reserves and Surplus
CapitaJ Reserve Capital Securities General Employee Investment Other Retained Total
Redemption Premium Reserve Stock Option Allowartce Comprehensive Earnings
Reserve Reeerve Reserve Income
As at 1st April 2022 25.00 160.60 396.59 1,162.92 42.45 63.05 (6.46) 7,816.46 9,660.61
Profit / (Loss) for the year 858.85 856.85
Accoitri of Employee Compensation cost (1.34) (1-34)
Premium on eguity shares issued under ESOP 36.03 36.03
Scheme
Exercise of Options under ESOP Scheme (17-75) (17.75)
Total Comprehensive Income for the year 8.06 8.06
As at 31st March 2023 25J)0 160.60 43Z62 1,162.92 23.36 63.05 1.60 6,673.31 10,842.46
Profit / (Loss) for the year 484.30 484.30
Accrual of Em^ doyee Compensatbn cost 41,19 41.19
Premium on equity shares issued under ESOP 31.58 31.58
Scheme
Exercise of Options under ESOP Scheme (14.38) (14.38)
ToW Comprehensive Income for the year (19.30) (19.30)
As at 31st March. 2024I 25.00 160.60 464.20 1.162.92 50.17 63.05 (17.70)1 9.157.61I 11.065.86
The accompanying notes are an Integral part of the Ind AS Financial Statements
As per our report of even date
For Mukund M. Chitale & CO. For and On Behalf of the Board of Directors ,
Chartered Accountants
Q
Firm Reg. No: 1066S5W
)‘
I o ChairmanNIRMAL BH06ILAL SANOlVUOSHIManaging Director y j
I ' �� MUMBAI * DIN No. 00173168 DIN No. 08938810
NIshaYadav
(Partner)
M. No. 135775 OMN8WAM CHECHANI POOJA SAWANT
Chief FinarKial Officer Company Secretary
Place; Mumbai
Dale: 27th May 2024
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Batliboi Ltd.

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BATUBOItTD.
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED } 1ST MARCH 1024
Partkulira YwEnM YiwEndad
31.Mlf.24 314llif.23
L CASH FLOW ARISING FROM OPERATING ACTIVITIES;
Nit Profit / (LoM] Bifori Tiz 7» W S12.M
AddSKb
a) Oepracsabor 317.02 324.01
b) Inienu Ejpertsa S.29 373.87
C) Interest on Lease LiabiR« s 2S.18 17.98
d) Loss on Saie/Diiposal of Aseets/Aaseu VWtiten off 0.10
e) Sad Debts 14.35 383.77
f) Provision for Doubtfiil Debts/Advartcea 30.44 27.70
g] Gratuity aftd Leave Ertcasftmertt Provlston 84.21 90.49
b] Foreign Exchange Loss 5.97
I) investment Written off 027
jJ Reversalcf SEIS Entitlement recoveraDle 1226
k) Employee Slock Option Reserve 41.19 847S5 iL24j 1^ 29.11
Deduct:
a) Intareei income 17.95 11.98
b) Profit on Sale of Property, Plant and EguFmenTs 24.93 025
c| Reversal ol Provision lor Doubtful Debts 11.22 21027
0) Foreign Exchange Loss 59.86
a) Dividend Income 110.54
f) Undanied CiedH Baiances WHilen Back 399.27 583.91 35.68 31& 04
Operating l^ oflt Before Working Capital Changes 1,07626 1.7444U
Add/Deduct:
a) Decrease/ (Increase) m Inventories (187.34) 492.97
b) Decrease/ (Increase) In Trade Rscenisbies and Advances (1,106.50) (568.35)
c) Decrease/ (Increase) n Other CiHrem Assets (0.94) 66.15
d) Increase/ (Decrease) in Trade and Other PayabM (297.92) (1,» 2.70) (961.42) (970.65)
(617.44) 773.38
Income Taxes Paid / (Rekindl (net) 41.64 (28.60)
Net Cash Mlow / (Outflow) from Opentloni (A) 155608) 799.98
t. CASH PLOW ARISING FROM INVESTING ACTIVITIES:
e> tfiterest Income 17.95 11.98
b) Proceeds from Sale of Properly. Plant and EquipmenI 37.96 5649
c) Acquisllian d Property, Plant and Equipment (444.17) (117.04)
d) Investments written off (027)
e) DIvidond Income 110.64
s) Decreese/ (Increase) n Bank Deposits 11677 (16695) (164.86) (21670)
Net CaMi Mlbw/ (Outflow) In Coucaa of InveatIng AclMliea(B) 1163251 (116T0I
H. CASH FLOW ARISING FROM FINANaNG ACnVITIES;
a) Proceeds from issue of Ei^ jfty Shares under ESOP Scheme 2520 2677
b) Proceeds from/ (Repayment of) Vt Long Term Bomowings 10683 1.784.52
e) Proceeds from/(Repayment of) nShon Term Borrowings (1,792.02)
d) Psymen of Lease UabHitiss (tncKiding Interest on leaee tabHiiaa) (K.OS) (8022)
e) Interest Psid (322.711) 615.77 (363.461 (424.83)
Nsl Cseh Inflow/lOutflow) In Course of Fbisncing AcMtiee (C| 615.77
Net IncreassffOecreeeel in Ceeh/Cash Equhrslents (AvDvC) (10728) 111 AS
Add: CasIVCesh Equrvalenu at the beglnnno of the year 169.92 8.47
Caah/Caah Equhrstants al the end of the year 6666 18692
ConaMaof:
Cashm Hand 1.30 3.65
Sank Balance 61.36 166.27
Cloeing Cash at tfw and of the yeer 6666 169.92
Note-I ' '
As requreo by kU AS 7 " Statement of Cash Flews" , reconciliation between opening and dosing balances in me Baienca Sheet for tabUei wIsInB from
dnaneng aclivitm is given m note 36 of Ihe Ind AS flnanoal statsmenta.
The accompanying noles are an Intagral pan of lha ind AS FinarOal Statements
As per our report of even date
For MuKund M. CNINe & CO. For and On Bahaff of the Board of V 'BO/
Chartered Accotmtants
Firm Reg. No. 1066SSW (t lUMBWJp
CH/.’ -,
NIRMAL BHOGHAL OSHI
Chatmao Managipg Diroclor
o DIN No. 00173169 DIN No. 06936610 �
o MUMBAI '
Pannar) �� tr
M. Nft 135775 �� GHANSHYAH CHECHAM POOJASAWANT
Chief Financial Officer Company Secretary
Place. Mumbai
Dale : 27th May 2024
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Batliboi Ltd.

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BATLIBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31® MARCH 2024

Note No. 1

Company Overview

Batliboi Limited (the Company) is engaged in manufacturing and trading of machine tool and textile engineering machines. The Company is a public limited company incorporated and domiciled in India and has its registered office at Bharat House, 5* Floor, 104 B. S. Marg, Fort. Mumbai 400001. The Company’ s shares are listed on Bombay Stock Exchange (BSE).

The Board of Directors approved the Ind AS Financial Statement for fae year ended 31 March 2024 and authorised the issue on 27 May 2024.

Note No. 2

Basis for preparation and measurement:

I. Basis of preparation:

The Ind AS Financial Statements are prepared in accordance with and in compliance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (Act) read with Rule 4A of Companies (Accounts) Second Amendment Rules, 2015, Companies (Indian Accounting Standards) Rules, 2015 and the other relevant provisions of the Act and Rules thereunder.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

The material accounting policy information related to preparation of the Ind AS Financial Statements have been given below.

It.

Basis of measurement!

The Ind AS financial statements have been prepared on accrual basis and in accordance with historical cost convention basis, except for certain financial assets and financial liabilities which have been measured at fair value in accordance with Ind AS. All assets and liabilities are classified into current and non-current generally based on the nature of product/activities of the Company and the normal time between acquisition of assets/liabilities and their realisation/settlement in cash or cash equivalent. The Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

Id. Presentation of Ind AS Financial Statements:

The Balance Sheet, Statement of Profit and Loss, Statement of Changes in equity and Statement of Cash Flows are prepared and presented in the format prescribed in the Schedule III to the Companies Act, 2013 (“ the Act" ). The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the Ind AS financial

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A.rvV^
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Batliboi Ltd.

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BATLtBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31® MARCH 2024

statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015.

IV. Functional and presentation Currency: The Company’ s presentation and functional currency is Indian Rupees (?) and all values are rounded off to the nearest lakhs (INR 00,000), except when otherwise indicated. Note No. 3

Use of Judgement, Assumptions and Estimates

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The preparation of the Company's Ind AS financial statements requires management to
make informed judgements, reasonable assumptions and estimates that affect the amounts
reported in the Ind AS financial statements and notes thereto. Uncertainty about these could
result in outcomes that require a material adjustment to the carrying amount of assets or
liabilities affected in the future periods. These assumptions and estimates are reviewed
periodically based on the most recently available information. Changes in accounting
estimates are reflected in the Ind AS financial statements in the period in which changes are
made and if material, their effects are disclosed in the notes to the Ind AS financial
statements.
In the assessment of the Company, the most significant effects of use of judgments and/or
estimates on the amounts recogniz ed in the Ind AS financial statements relates to the
following areas:
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Financial instruments;

Useful lives of property, plant and equipment;

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Valuation of inventories;
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Measurement of recoverable amounts of assets / cash-generating units;
Assets and obligations relating to employee benefits;
Evaluation of recoverability of deferred tax assets;
Leases;
Assets Held for sale; and
Provisions and Contingencies.
�� oo (MUNlBAI)p
| ( YBAllj
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Batliboi Ltd.

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BATLIBOI LIMITED

NOTES TO INO AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31^ MARCH 2024

Note No. 4.1

MATERIAL ACCOUNTING POLICIES INFORMATION:

A. Property, plant & equipment
a) The cost of an item of property, plant and equipment is recogniz ed as an asset only if it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably,
b) Property, plant and equipment are stated at cost net of tax / duty credit availed, less accumulated depreciation and accumulated impairment losses, if any.
c) The initial cost of an asset comprises its purchase price or construction cost (including import duties and non-refundable taxes), any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by management, estimate of any decommissioning obligation (if any) and the applicable borrowing cost till the asset is ready for its intended use.
d) Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company,
e) Where the cost of a part of asset (“ asset component" ) is significant to total cost of the asset and useful life of that part is different from the useful life of the remaining asset, useful life of that significant part is determined separately, and such asset component is depreciated over its separate useful life,
f) An item of property, plant and equiprrtent is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de recognition of the asset (calculated as the difference between the net disposal proceeds if any and the carrying amount of the asset) is included in the Statement of Profit and Loss when the asset is derecognised,
g) Spare parts which meet the definition of property, plant and equipment are capitaliz ed as property, plant and equipment. In other cases, the spare parts are inventorised on procurement and charged to Statement of Profit and Loss on issue/consumption,
h) When significant parts of property, plant and equipment are required to be replaced at intervals, the Company derecognises the replaced part and recognises the new part with its own associated useful life and it is depreciated accordingly. All other repair and maintenance cost are recognised in the Statement of Profit and Loss as and when incurred,
i) Property, Plant and Equipment which are not ready for intended use as on date of Balance Sheet are disclosed as ‘ Capital Work in Progress',
j) On transition to ind AS Land, Building and Plant and Machinery has been measured at fair value as deemed cost as per the option available to the Company in accordance with Ind AS 101 - First Time Adoption of Indian Accounting Standard.

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CUl; -
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Batliboi Ltd.

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BATLIBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31® MARCH 2024

B. Depreciation

a) i) For Manufacturing unit at Udhna and Windmill:

Depredation on property, plant and equipment is provided on the straight-line basis over the useful lives of assets (after considering an estimated residual value of up to 10% for factory building, plant and machinery and 5% for other assets). The useful lives determined are in line with the useful lives as prescribed in Schedule II of the except for factory building and plant and machinery on the date of transition to ind AS. In case of factory building and plant and machinery on the date of transition to Ind AS, depreciation is provided over their remaining useful life for different parts/items of factory building and plant and machinery based on the technical evaluation made by the valuer which ranges from 7 to 40 years and 7 to 15 years respectively.

ii> For all other units:

Depreciation on tangible assets is provided on Written Down Value Method over the useful lives of the assets as specified in Schedule II to the Companies Act, 2013. Intangible assets are amortised on Straight Line Method over a period of 3 years. Improvement to Leasehold Properties is amoritised on Straight Line Method over the period of lease,

b) The residual values and useful lives of property, plant and equipment are reviewed at each financial year end and changes, if any, are accounted for in the period in which the estimates are revised,
c) The Company depreciates components of the main asset that are significant in value and have different useful lives as compared to the main asset separately,
d) The spare parts are depreciated over the estimated useful life based on internal technical assessment,
e) Expenditure on major repairs and overhauls which qualify for recognition in the Hern of Property. Plant and Equipment and which result in additional useful life, is depreciated over the extended useful life of the asset as determined by technical evaluation,
f) Depreciation is charged on additions / deletions on pro-rata monthly basis irtcluding the month of addition / deletion.

C. Leases The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made

Batliboi Ltd.

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BATLIBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31° MARCH 2024

at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term or useful life of the underlying asset, whichever is earlier. Right-of-use assets are tested for impairment whenever there is an indication that their carrying value may not be recoverable. Impairment loss if any is recogniz ed in the Statement of profit and loss.

The lease liability is measured at the present value of the future lease payments. The lease payments are discounted using the Company’ s incremental borrowing rate. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right< f-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to ero.

The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognises the tease payments associated with these leases as an expense over the lease term.

D. Inventories

Inventories are stated at cost or net realiz able value, whichever is lower. Cost of inventories comprises of expenditure incurred in the normal course of business in bringing inventories to their present location, including appropriate overheads apportioned on a reasonable and consistent basis and is determined on the following basis:

a) Raw materials and finished goods on weighted average basis,

b) Work in progress at raw material cost plus cost of conversion and other cost including manufacturing overheads net of recoverable taxes incurred in bringing them to their respective present location and condition,

c) Stores and loose tools on weighted average basis.

Obsolete, slow moving, surplus and defective stocks are identified and where necessary, provision is rr^ de for such stocks.

E. Revenue Recognition

Revenue from contracts with customers:

Revenue from contracts with customers is recogniz ed upon transfer of control of promised goods or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. Performance obligations are satisfied at the point of time when the customer obtains control of the goods.

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Batliboi Ltd.

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BATLIBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31^ MARCH 2024

Revenue is measured based on transaction price, which is the fair value of the consideration received or receivable, stated net of discounts, returns and value added tax. The transaction price is recogniz ed based on the price specified in the contract Revenue excludes taxes collected from customers.

Service Income:

Income from annual maintenance services is recogniz ed proportionately over the period of the contract as the performance is discharged by the Company and it has the enforceable right to get the payment for the services rendered.

Revenue from Works Contract:

Revenue from works contracts with customers is recognised as the performance obligation is satisfied by transferring a promised good (i.e. an asset) to a customer. For performance obligation satisfied over time, the revenue recognition is made by measuring the progress towards complete satisfaction of performance obligation. Progress is measured by measuring the performance completed to date, considering the proportion of actual cost incurred to date, to the total estimated cost attributable to the performance obligation. Expected loss, if any, on the contract is recogniz ed as an expense in the period in which it is foreseen, irrespective of the stage of completion of the contract.

Interest Income:

Interest income is recogniz ed using the Effective Interest Rate (EIR) method.

Dividend Income:

Dividend income is recogniz ed when the Company’ s right to receive the payment has been established. K is probable that the economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

F. Employee Benefits

Short-term employee benefits are recogniz ed as an expense at an undiscounted amount in the Statement of Profit and Loss for the year in which the related services are rendered.

The Company’ s post-employment benefit consists of provident fund, gratuity and superannuation fund. The Company also provides leave encashment which is in the nature of long-term benefit.

Provident Fund

Company's contributions to Provident Fund administered by Regional Provident Fund Authorities and ESIC and Labour Welfare Fund in the case of employees at manu^ cturing unit at Udhna, which are defined contribution plan, are recogniz ed as an expense in the Statement of Profit and Loss for the year in which the services are rendered and the Company has no further obligation beyond making the contributions.

The Company’ s contribution to the Provident Fund for employees other than working at manufacturing unit at Udhna, which is a defined benefit plan, is remitted to separate trust

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O
MUMBAI
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Batliboi Ltd.

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BATLIBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED[31^][ MARCH 2024]

established for this purpose and charged to Statement of Profit and Loss. Shortfall, if any. in the fund assets of the Provident Fund Trust, based on the Government specified minimum rate of return, is made good by the Company and charged to Statement of Profit and Loss.

Superannuation Fund

The Company’ s contribution to Superannuation Fund for Managers/Officers, whidi is a defined contribution plan, is made to and administered by Life Insurance Corporation of India and is charged to Profit and Loss Account.

Gratuity and Leave Encashment

The Company operates defined benefit plan for Gratuity. The cost of providing such defined benefit is determined using the projected unit credit method of actuarial valuation made at the end of the year.

Obligations on leave encashment are provided using the projected unit credit method of actuarial valuation made at the end of the year.

Actuanal gains and losses are recogniz ed in other comprehensive income for gratuity and leave encashment.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recogniz ed immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Past sen/ice costs are recogniz ed in profit or loss on the earlier of:

��
�� costs.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recogniz es the following changes in the net defined benefit obligation as an expense in the Statement of Profit and Loss:

�� costs, gains and losses on ��
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G. ��

The stock options granted pursuant to the Company's Stock Options Scheme, are measured at the fair value of the options of the grant date. The foir value of the options is treated as discount and accounted as employee compensation cost over the vesting period on a ��

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1 MUMBAI \
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Batliboi Ltd.

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BATLIBOt LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED[31^][ MARCH 2024]

The amount recogniz ed as expense each year is arrived at based on the number of grants expected to vest. If a grant lapses after the vesting period, the cumulative discount recogniz ed as expense in respect of such grant is Uansferred to the employee stock option reserve within equity.

Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs that are attributable to the acquisition or construction of qualifying assets (i.e. an asset that necessarily takes a substantial period of time to get ready for hs intended use) are capitaliz ed as a part of the cost of such assets till the month in which the asset is ready for use. All other borrowing costs are charged to the Statement of Profit and Loss.

Segment Accounting

The Company operates in ‘ Industrial Equipment' segment and there are no other reportable segments as defined under Ind AS 108.

Foreign Currency Transactions

Monetary items:

Transactions in foreign currencies are initially recorded at their respective exchange rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at spot rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items including exchange differences arising on a monetary item that forms part of the Company's net investment in a foreign operation, are recognised in Statement of Profit and Loss.

Non - Monetary items:

Non-monetary items that are measured in terms of historical cost are recorded at the exchange rates at the dates of the initial transactions.

K. Provisions, Contingent Liabilities and Contingent assets
a) Provisions are recogniz ed when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimate. The expenses relating to a provision are recogniz ed in the Statement of Profit and Loss net of any reimbursement,
b) If the effect of time value of money is material, provisions are shown at present value of expenditure expected to be required to settle the obligation, by discounting using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When

Batliboi Ltd.

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BATLIBOl LIMITED

NOTES TO INO AS FINANCIAL STATEMENTS FOR THE YEAR ENDED[31^][ MARCH 2024]

discounting is used, the increase in the provision due to the passage of tinie is recogniz ed as a finance cost,

c) Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate,
d) Contingent liabilities are possible obligations arising fl^ m past events and whose existence will only be confirmed by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company, or present obligations where it is not probable that an outflow of resources will be required to setUe the obligation, or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recogniz ed in the Ind AS financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote,
e) Contingent liabilities are assessed continually to determine whether an outflow of resources embodying economic benefits has become probable.
0 Contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent Assets are not recogniz ed but reviewed at each Balance Sheet date and disclosure is made in the notes where inflow of economic benefit is probable.
L. Fair Value measurement
a) Fair value is the price that would be received on selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date,
b) While measuring the fair value of an asset or liability, the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure the fair value using observable market data as far as possible and minimiz ing the use of unobservable inputs. Fair values are categoriz ed into 3 levels as follows;

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the assets or liability, either directly (i.e. as prices for similar item) or indirectly (i.e. derived from prices).

Level 3: Inputs that are not based on observable market data (unobservable Inputs).

Batliboi Ltd.

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BATLIBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31^ MARCH 2024

Financial Instruments

Financial Assets other than derivatives

The initial recognition of financial assets is made only when the Company becomes a party to the contractual provisions of the instrument. Initial measurement of financial assets is made at fair values including transaction costs that are attributable to the acquisition of the financial asset.

The subsequent measurement of a financial asset is made at amortised cost if the asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and the contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is net of any write down for impairment loss (if any) using ttie Effective Interest Rate (“ EIR" ) method taking into account any discount or premium and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.

Investments in subsidiaries are accounted for and measured at cost (^ ir value as deemed cost on first time adoption) in Ind AS financial statements.

Investments in equity other than subsidiaries are accounted for and measured at fair value through profit or loss.

A financial asset is derecognised either partly or fully to the extent the rights to receive cash flows from the asset have expired and / or the control on the asset has been transferred to a third party. On de-recognition, any gains or losses are recognised in the Statement of Profit and Loss,

ii. Financial Liabilities other than derivatives

The initial recognition of financial liabilities is made only when the Company becomes a party to the contractual provisions of the instrument. Initial measurement of financial liabilities is made at fair values net of transaction costs that are attributable to the liability.

After initial recognition, financial liabilities are subsequently measured at amortised cost using the EIR method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from ffie same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

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Batliboi Ltd.

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BATLIBOI LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31^ MARCH 2024

iii.

Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require specified payments to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation. Where guarantees in relation to loans or other payables of subsidiary and related party are provided for no compensation, the fair values are accounted for as contributions and recognised as fees receivable under “ other financial assets' or as a part of the cost of the investment, depending on the contractual terms.

v. Offeetting of financial instruments

Financial assets and financial liabilities are of^ and the net amount is reported in thet Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

N. Classification of Assets and Liabilities as Current and Non> Current:

All assets and liabilities are classified as current if they are expected to be realised / settled within twelve months after the reporting period. All other assets and liabilities are considered as non-current.

O. Impairment

Non-financial Assets

At each Balance Sheet date, an assessment is made of whether there is any indication of impairment. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the recoverable amount of assets. The recoverable amount is the higher of fair value less costs of disposal in respect of the asset or CashGenerating Units (CGU) and their value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount and impairment loss is charged to Statement of Profit and Loss.

Financial Assets

The Company assesses at each date of Balance Sheet whether a financial asset or group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through loss allowance. The Company recognises lifetime expected losses for all contract assets and /or all trade receivables that do not contain a significant financing component. For all other financial assets, expected credit losses are measured at an anujunt equal to the 12

Batliboi Ltd.

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BATLIBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED[31^][ MARCH 2024]

month expected credit losses if the credit risk on the financial asset had not increased significantly since initial recognition or at an amount equal to the lifetime expected credit losses if the credit risk on ttie financial asset had increased significantly since initial recognition.
P. Non-Current Asset Held for Sale

Non-Current assets are classified as held for sale if their carrying amount is intended to be recovered principally through sale rather than through i^ ntinuing use. The condition for classification of held for sale is met when the non-current asset is available for immediate sale and the same is highly probable of being completed in near future from the date of classification as held for sale. Non-Current assets held for sale are measured at the lower of carrying amount and fair value less cost to sell. Subsequent to such classification, such assets are not depreciated while they are classified as ‘ Held for Sale’ . Non-current assets that ceases to be classified as held for sale are measured at the lower of carrying amount before the non-current asset was classified as held for sale adjusted for any depreciation/ amortiz ation and its recoverable amount at the date when the non-current assets no longer meets the " Held for sale" criteria.

Q. Taxes on Income

Current Tax

Income-tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, by the end of reporting period.

Minimum ^ ternate Tax (‘ MAT’ ) paid under the provisions of the Income Tax Act, 1961 is recognised as current tax in the Statement of Profit and Loss. The credit available under the Act in respect of MAT paid is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the period for which the MAT credit can be carried forward for set off against the normal tax liability. Such an asset is reviewed at each Balance Sheet date.

Deferred tax

Deferred tax (both assets and liabilKies) is calcxJiated using the Balance Sheet method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused teix credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The amount of deferred tax assets is reviewed at each reporting date.

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o
MUMBAI
5/?;
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Batliboi Ltd.

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BATLIBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED[31^][ MARCH 2024]

Deferred tax assets and liabilities are measured a t he tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Current tax and Deferred Tax items are recognised in correlation to the underlying transaction either in tiie Statement of Profit and Loss, other comprehensive income or directly in equity.

R. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

Diluted earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period, adjusted for the effect of all dilutive potential equity shares.

S. Cash and Cash equivalents

Cash and cash equivalents include cash at bank, cash, cheques and draft on hand. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

Cash Flows

Cash flows from operating activities are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities are segregated.

Note No. 4.2

Recent pronouncements

Ministry of Corporate Affairs (MCA) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31" March 2024, tfiere are no notification issued by the MCA with respect to applicability of any new standard or amendments to the existing standards, which would have been applicable from 1" April 2024.

Batliboi Ltd.

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��	(R8. In Lakhs)	NET BLOCK GROSS BLOCK (AT COST DEPRECIATION / AMORTISATION	�� As At Additions Deductions As At Deductions As At As At For The As At	01-04.2023 31-03-2024 01-04-2023 �� 3m3.2024 314)3-2024	(i Tangible Assets	Land (Freehold) 16,056.75 16,056.75 16,056.75	Buildings on Freehold Land 2,192.04 2,178.64 1,193.83 13.40 872.50 120.84 8.53 984.81	Plant Machinery 1,618.90 1,961.83 1,186.60 20.52 707.38 85.14 775.23 363.45 17.29	Furniture, Fixtures, fans and Electrical fittings 108.18 107.94 34.18 67.58 73.76 4.34 4.58 6.28 0.10	Office Equipment/ Computers etc. 147.23 169.09 48.40 103.39 120.69 25.06 3.20 20.04 2.74	Vehicles 50.13 50.13 36.90 41.97 8.16 5.07	Total Tangible Assets 20.173.23 392.85 41.70 20.524.38 18,527.92 1.787.75 237.37 28.66 1.996.46 1 1 t	Capital Wofir in Progress 23.10 199.00 159.18 62.92 62.92	Total Capital WIP 23.10 199.00 159.18 62.92 62.92	(llll Intenolble Assets	Software 43.48 11.50 54.98 31.56 8.31 39.87 15.11	Total Intangible Assets 43.48 11.50 54.98 31.56 8.31 39.87 15.11	TOTALI 20.239.81 603.35 200.88 20,642.28 1,819.31 245.68 28.66 2,036.33 18,605.96	1) Refer Note 22 (a) and 13.1 (a) for details of Properly,Plant and Equipment s that has been pledged as a security/morlga ged with various Banks/NBFC against working capitalborrowings and Machinery term loan.	2) Title deeds of immovable properties are h d In thename of the Company	3) The Company does not hold any 6er ami property underthe Benami Trartsactions (Prohibition) Act, 1988 andrules made thereunder.	4) The Company has not carried out any revaluationof its Property. Plant and Equipment and IntangibleAssets during the year.	Note SA - Discloaure in respeot of Capital Work inProgress	Particidara Amount In CWIP for a period of TOTAL	Less than 1 1-2 years 2-3 years More than 3	year years	Projects in progress 39.82 23.10 62.92	Total 39.82 23.10 6Z92

Batliboi Ltd.

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As at 31st March. 2023	NOTE 5 PROPERTY PLANT AND EQUIPMEff (Rs. In Lakhs)	NET BLOCK GROSS BLOCK AT COST DEPRECIATION I AMORTISATION	PARTICULARS' As At Additions Deductions As At As At For The Deductions As At As At	01-04-2022 31-03-2023 01-04-2022 31-03-2023 Year 31-03-2023	m Tanoible Assets	Land (Freehold) 16,056.75 16,056.75 16,056.75	Buildings on Freehold Lartd 2,172.02 2,192.04 1,319.54 20.02 760.34 122.16 872.60	Improvement to Leasehold Property 12.20 24.38 12.85 25.05 0.67 25.05	Plant Machinery 180.43 80.83 77.55 21.48 1,516.02 1,616.90 648.03 707.38 911.52	Furniture, Fixtures, fans and Bectrical fittings 102.04 108.18 61.57 67.68 40.60 6.32 0.18 6.01	OfOce Equipment/ Computers etc. 124,75 147.23 97.26 103.39 43.84 29.40 6.92 12.95 6.82	Vehicles 50.13 50.13 32.25 36.90 13.23 4.65	Total Tangible Assets, 20.034.56 248,37 109.70 20,173.23 1.590.12 18.385.48 250.98 53.35 1,787.75 i 1 1	(li) Capital WIP	Capital Wofit In Progress 160.56 40.61 178.07 23.10 23.10	Total Capital WIP 160,56 40.61 178.07 23.10 23.10	mil Intanoible Assets	Software 37.34 6.14 43.48 22.28 9.28 31.56 11.92	Total Intangible Assets 37.34 6.14 43.48 22.28 31.56 11.92 9.28	TOTALl 20.232.46 295.12 287.77 20,239.81 1.61Z40 260.26 53.35 18,420.50 1.819.31 I	1) Refer Note 22 a)fof details of Properly, Plant andEquipment s that has been pledged as a securtty/mortgagedwith vahous Banks against worWng capital borrowirtgs.	2) Title deeds of immovable properties are hekf inthe name of the Company	3) The Company does not hold any Benami property underthe Benami Transactions (Prohibition) Act, 1988 andrules made thereunder.	4) The Company has not carried out any revaluationof its Property, Plant and Equipment and IntangibleAssets during the previous financial year,	�� Progress	Particulars Amount In CVWP for a period of TOTAL	Less than 1 1-2 years 2-3 years More than 3	year years	Projects in progress 23.10 23.10	Total 23.10 23.10

Batliboi Ltd.

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	NET CARRYING	As At	��	��	��	NET CARRYING	As At	��	��	��
		As At	��	��	��		As At	��	��	��
	DEPRECIATION	For The Deductions	Year	�� ��	�� ��	DEPRECIATION	For The Deductions	Year	�� ��	�� ��
		As At	��	��	��		As At	��	159.71	159.71
		As At	��	��	��		As At	��	��	��
	��	Additions/ Adjustment	Modifications /Deductions	�� ��	�� ��	��	Additions/ Adjustment	Modifications /Deductions	�� ��	�� ��
		As At	��	��	��		As At	��	��	��
��	��			��	Total	��			��	��

Batliboi Ltd.

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NOTES FORMING PART OF THE IND AS RNANCiAL STATEMENre
tR» . In LaAh$
PArticulan Numbers Wwmiwfa Face Value L2i
91.Mar.24 3144ar.23 (Each Ra.1 314ilar.24 31-My-23
NOTE 7: INVESTMENTS
Investment In Equi^ Instnimenla Meuured M Cost:
In tuHv paid Eouitv Shares of WhoBv Owned Subaidiarv CoiTttMiv fUrvQuotetn:
Queen Prci)aet (Mauritkis) Ltd. � � 92.088 MUR 10
QuickmUl Inc. ‘ 20.010 CAD 10 3.78
7« 0 Rye Street Inc." 100 CAD 0.01 0.02
Investment In Equl^ histruinents Mssaured at Fair Value ttirougli Profit and Loss:
In fagy paid Equity Shares (UnQuotedt:
BatUbd Environmental Engineering Ltd. ‘ 19,06,930 19,08.930 10
Shamrao ViOhal Co.op. Bank Ltd. 20,000 20,000 25 5.00 S.00
Investment In Preference Instruirwnts ure at Fair Value through Profit and Loss;
In tuUv paid Shares of WhoBv Owned Si4» ldiatv Company (UtvOuQtadl:
Queen Pityact (Msuraius) Ltd. � �
Redeemsbie NorvCumuiative Preference Shares of MUR 10 per share 1.61,41.654 MUR 10 558.10
QuickmUl Inc. ‘
.Class A Special Shares, 4% non< umulative divIderHd, reedemaUe at 51 per 5,66,489 CADI 106.83
share
- Class B Special Shares. 4% non< umula5ve dMdeod, feedemahlB at stated 23,14,000 CADI 434.63
capital divided by the number of shares
SUB.TOTAL 550.44 563.10
TOTAL 56044 563.10
GRAND TOTAL 55044 563.10
Aggregate value of Un.Quo(ed Investments 550.44 563.10
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a) On transition to Ind AS, the (air value ot investments heid in Queen Project (Maurttius) Ltd. was treated as deemed cost based on Ind AS 101 - First time adoption of Itk AS. The fair value of investment in equity shares and redeemable nofvcumulative preference shares of the subsidiary company was considered as nil and Rs. 485.45 Lakhs respectively and Rs. 405.65 lakhs and Rs. 2,479.35 lakhs respectively was adjusted against the retained earnings on the date of transition.

b) Queen Projects (MaurtBus) Ltd, is unOargomg a voluntary liquidation process and consequently the Shares of QuiOimill Inc. and 760 Rye street Inc. (Canada), two step down subsidiaries of the Company, earlier held by Queen Projects (Mauritius) Ltd. have been transferred to the Company on 28» July 2023. The liquidallon application ol the said subsidiary was approved on 29th February 2024 and the subsidiary company ^ aH dissolved within three months from the dafe of approval. The Company have consrderad the carrying amount of preference shares held in the Queen Projects (Mauritius) Ltd on 28ih July 2023 as eoH for acquiring the investmento in Quiektnill Inc and 760 Rye Steert respeclivety, as no addibonal cost has been Incurred by the Company on transfer of these shares.

c) On transition to Ind AS, investment in unquoted equity shares were designated as feir value through profit and baa. The feir vMua of investment in these unquoted equity shares was considered as nil and Rs. 191.21 lakhs was adjusted against the retained earnings on the date of ttswilion.

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o( MUMBAI .-i?
��
MUMBAI )C
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Batliboi Ltd.

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NOTES FORMING PART OF THE INO AS FINANCIAL STATEMENTS

Paiticulars �� - Considered Good - Secured � �� -Which have Significant Increase in credit risk � �� Less: Provision tor Trade Receivables Credit Impaired a) Includes amount of R8.109.84 (Previous YearRs. 156.83 Lakhs) due from related parties,Lakhs) due from related parties, b) There are no unbilled trade receivables as at 31st March 2024 (Previous Year Rs. Nil),March 2024 (Previous Year Rs. Nil),

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As at As at
31-Maf-24 31-Mar-23
��
- Considered Good - Secured
� �� 226.W 267.27
-Which have Significant Increase in credit risk
� �� 206.23 217.46
Less: Provision tor Trade Receivables Credit Impaired 206.231 1217.451
228.66 267.27
a) Includes amount of R8.109.84 (Previous YearRs. 156.83 Lakhs) due from related parties,Lakhs) due from related parties,
b) There are no unbilled trade receivables as at 31st March 2024 (Previous Year Rs. Nil),March 2024 (Previous Year Rs. Nil),
c) Agelnp tor Trade receivables - Non current outstanding as at 31at March. 2024:
S.N0. Particulars Not Due Total
Outstanding tor the following periods from due date of payment
��
� �� 1-2 years 2-3 years More than
1 �� 6 months 1 years 3 years
I) - Considered good 119.57 36.09 155.66
li) - Which have Significant increase in credit risk 73.00 73.00
ill) -Credit Impaired 137.60 137.90
2 Disputed Trade Recelvabies
I) -Ccmsidered good
ii) - Which have Significant merease in credit riNc
ill) � �� 68.33 68.33
119.57 73.00 242.32 434.89
Less; Provision for Trade Receivables Credit Impaired 206.23 206.23
Total 119.67 73 JO 36.09 228.66
Ageing for Trade receivables - Non current outstanding as at 31st March. 2023:
S.No. Particulars Not Due Outstanding tor tfre following perioda from due date ol payment T< Ral
Less man � �� 1-2 years 2-3 years More than
1 �� 6 months 1 years 3 years
i) - Considered good 124.99 7.58 134.70 267.27
ii) - Which have Significant Increase In credit hsk
iii) - Credit Impaired 162.47 152.47
2 Disputed Trade Receivables
i) - Considered good
ii) - Whii^ have Significant increase in credit risk
iii) �� 64.98 64.98
124.99 7J8 352.16 484.72
Less: Provision fw Trade Receivables Credit Impaired 217.45 217.45
Total 124.99 7.58 134.70 267.27
(Rs. In Lakhsl
PaiticularB Asst Asst
31-Mar-24 31-Maf.23
��
��
��
� �� 0.04
0,04
��
��
Security and Other Deposits 96.78 84.69
Less: Provision for Doubtful Advances (45.62) 61.16 (27.70) 56.99
Capital Advances 2.37
Advance given to creditors 13.87 9.73
Less; Provision lor Doubtful Advances SLSSi 6.03 9.73
69.56 66.72
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Batliboi Ltd.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Particulars	(Rs. In Lakhsl As at As at	(Rs. In Lakhsl As at As at
	31-Mar-24	31-Mar-23
Note 9.1 INVENTORIES
Raw Materials Wofk-in-Progress Stock-in-trade Finished Goods	1,117.44 684.64 136.91	1,052.20 544.19 137.94
		16.32
��	1937.99	1,760.65
� ��
� �� - Which have Significant increase in credit risk	2,710.70	1.622.24
� ��
��
��	2.710,70	1622.24
b) There are no unbilled trade rececivables as at 31st��

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c) Ageing for Trade receivables - Current as at 31st March 2024:
S.No. Particulars Not Due �� of TOTAL
��
Less than � �� More than
� ��
1 ��
ii).-} � �� - Considered good 589.35 1,775.48 345.87 2,710.70
in credit risk
iii) � ��
2 ��
i) � ��
ii) � ��
in credit risk
iii) � ��
Total 589.35 1,775.48 345.87
2710.70
Ageing for Trade receivables - current as at 3l8t March 2023:
S.No. Particulars Not Due �� of TOTAL
��
Less than � �� More than
� ��
1 ��
i) - Considered good 775.92 691.94 154.38 1,622.24
- Which have Significant increase
ii)
in credit risk
iii) � ��
2 ��
i) - Considered good
- Which have Significant increase
ii)
in credit risk
iii) � ��
Total 775.92 69194 154.38 1622.24
.T^
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Batliboi Ltd.

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NOTES FORMING PART OF THE INO AS FINANCIAL STATEMENTS
(Rs. In Lafchs)
Particulars
As at As at
31-Mar-24 31-Mar-23
Note 9.3 : CASH AND CASH EQUIVALgMT'^
��
Cash in hand
1.30 3.65
Balances with Scheduled Banka :
Current Account
Debit Balance in Cash Credit Account (Ref^ Note - 22 (a)) 61.170.19 163.442.83
62.66 169.92
Note 9.4; OTHER BANK BALANCES
Fixed Deposits with Banks having maturity of less than Fixed Deposits towards Margin on Guarantees/LC's (Deposit one Yearreceipts pledged with B^ e Banks) 79.046.44 128.6270.63
8548 199.25
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TV.-'A
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I
I
1
��
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a: s :
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Batliboi Ltd.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

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(Rs. In Lakhs;
Particulars As at As at
31-Mar'-24 31-Mar-23
NOTE 10.1 : LOANS - CURRENT
Considered Good - Secured
Considered Good - Unsecured
- Staff Loan
0.51
0.51
NOTE 10.2: OTHERS-CURRENT
Balances with Government Authorities 9.60 9.11
Earnest Money Deposit 12.92 22.22
Less: Provision for Doubtful Advances (4.88) 8.04 22.22
Prepaid Expenses 87.14 48.47
Advances given to Creditors a 55.83 103.59
Other Advances Recoverable in Cash or Kind * 61.96 24.26
222.57 207.65
j) includes amount of Rs.Nil (Previous Year - Rs. 10.48 Lakhs) given to related parties.
)) Includes amount of Rs.0.94 Lakhs (Previous Year - Rs. Nil) recoverable from related parties.
NOTE 10.3; CURRENT TAX ASSETS INETt
Taxes Paid in Advance and Deducted at Source (Net of 44.91 34.02
Provision for Tax)
44.91 34.02
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Batliboi Ltd.

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NOTES FORMING PART OF THE iND AS FINANCIAL STATEMENTS

		(Rs. In Lakhs)
Particulars	As at	As at
	31-Mar-24	31-Mar-23
NOTE 11 NON CURRENT ASSET HELD FOR SALE
Land	1,625.70	1,625.70
Building	152.69	152.69
Capital Work in Progress	1.00	1.00
	1,779.39	1,779.39

in financial year 2018-19 the Company had decided to sell a part of Land, Building and Capital work in progress amounting to Rs. 1,779.39 Lakhs out of the total factory land and building located in Surat. The part of Land and Building was classified and presented as " held for sale" and was carried at the lower of carrying value and fair value as at 31st March 2019. The management of the Company is looking for a buyer and is hopeful to finalise and execute the deal in near future.

Note 11A - Disclosure in respect of Capital Work in Progress :

Capital Work in Progress	Amount in	CWIP for a period of 31st March 2024	CWIP for a period of 31st March 2024	CWIP for a period of 31st March 2024	TOTAL
	Less than 1	1-2 years	2-3 years	More than 3
	year			years
Projects in progress
Projects permanently suspended				1.00	1.00
Total				1.00	1.00
Capital Work in Progress	Amount In	CWIP for a period of 31st March 2023			TOTAL
	Less than 1	1-2 years	2-3 years	More than 3
	year			years
Projects in progress
Projects permanently suspended				1.00	1,00
Total				1.00	1.00

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��
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��

Batliboi Ltd.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

��

��
� Particulars	As at	(Rs. In Lakhs, As at
Authorised Capital	31-Mar-24	31-Mar-23
4,61.70,400 Equity Shares of Rs. 6/- each �� each)	2,308.52	2,308.52
TOTAL	2.308.S2	2.308.52
Issued Subscribed and fully paid up
2.90,45,884 Equity Shares of Rs. 5/- ��	1.452.29	1,444.29
	1.452.29 1	1,444.29

Rights, preferences and restrictions

The Company has only one class of equity shares having a face value of Rs 5/- per share. Each shareholder is eligible for one vote per share held. In the event of liquidation the equity shareholders are eligible to receive remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholdings.

Equity Shares

The reconcilation of the number of shares outstanding at the beginning and at the end of year is as under

Particulars	As At	As At
	31-Mar-24	31-Mar-23
Opening Number of Equity Shares �� Closing Number of Equity Shares	2.88.85.881 1,60.003 2,90,45.884	2,87,15,883 1,69.998 2,88,85,881

�� 1,69,998) equity shares, efface value Rs. 5/- each, on exercise of stock options by the eligible employees under the prevailing Employees Stock Option Plan ('ESOP') scheme of the Company.

The details of Shareholders holding more than 5% Equity ��

The details of Shareholders h	olding more than 5% Eq	olding more than 5% Eq	uity��	��
	Name of Share holder				As At	As At
					31-Mar-24	31-Mar-23
					No. of Shares	No. of Shares
Mr.Nirmal Bhogilal % Shareholding					1,17,29,713 40.38%	1,17,29,713 40.61%
Bhogilal Family Trust (i Shareholding					70,00,000 24.10%	70,00,000 24.23%
The details of shareholding	of promoters Is	set out��
Promoters Name	As at 31st No. of	March	2024 %of	As at 31st No. of	March 2023 %of	% of changes
	shares	total Shares		shares	total Shares
Nirmai Pratap Bhogiial	1.17,29,713		40.38%	1.17,29,713	40.61%	(0.22)
��	1,17,29.713		40.38%	1.17,29.713	1%	(0.22)

�

Batliboi Ltd.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS
Koto 1Z2: OTHER EQUITY
fR8. In Lakhs
Particulars As at As at
31-Mar-24 31.Maf-23
a) Capital Reserve 25.00 25.00
b) Capital Redemption Reserve 160.60 160.60
e) Securities Premium
Balance as at the beginnirtg of the year
Add; Premium on equity shares issued under ESOP Scheme 432.6231.58 396.5936.03
Balance as at the end of the year
464Z0 43262
d) General Reserve
1,162.92 1.162.92
e) Employee Stock Opbon Reserve
Add; Accrual of Employee Compensation costLess: Exercise of Options under ESOP SchemeBalance as at the beginning of the year 41.1923.36 42.45(1.34)
(14.36) (17.751
Balance as at the end of the year 50.17 23.36
0 Investment Allowance Reserve
63.05 63.05
g) Retained Earnings
Balance as at the beginning of the year
8,673.31 7,816.46
Add : Profit/(Loss) for the yearBalance as at the end of the year 9.157.61484.30 8.673.31656.85
h) Other Comprehensive Income
Add: Remeasurement gain /(loss) on defined benefit Balance as at the beginning of the yearBalance as at the end of the year [ 4an (19.30)1.60 (6.46)6.06
(17702 1.60
Total 11,065.65 10.542.46
Nature and purpose of reserves
��
It represents the gain of capital nature.
bJ. Capital Redemotjon Reserw
Created on redemption of preference shares out of profits
in accordance wHh Companies Act
c) Securities Pr^ nium:
Secu^ ^ mium re^ sents amount received in excess of ^
value on issue of shares by the
Company. It also indudes fransfer of stock compensation r^ ated to ^options exercised from employee
stock Olsons resenre. The securities premium will be utiliz ed in accordance with the provisions of the
Companies Act.
d) General Reserves
General reserve represents the amount of profits appropriated
by the Company
e) Employee Stock Option Reserve-
Employee stock options Reserve represents the fair value of equity-settled transactions and recogniz ed
over the penod of vesting and/or service conditions are fulfilled,
f) Investment Allowance Reserve
It represents reserve created under the Income Tax Act and has been appropriately utilised.
Q) Retained Earr^ ing^
Retained earnings represents the undistributed earnings, net of amounts transferred to general reserve;
if any,
Other Comprehensive Innouw
If represents the cumulative actuarial gains/Oosses) on defined employee benefit plans.
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Batliboi Ltd.

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NOTES FORWNQ PART OF THE WO AS FINANCIAL STATEMENTS
(R« . In Lakh«
Particulars As at As at
3i-Mar^ 31-Mar^ 3
MOTE 13.1 : BORROWINGS . NON CURRgafT
Sacursd Term Loans, Measured at Amortised Cost
From Non Banking FinandM Company (NBFC)
240.75
Less: Maturity within 1 yev - (Refer Note 15.1)
(55.20) 186.55
Working Capital Lpan«
From Banks'
Less: Maturity within 1 year-(R^ Mote is.i) 71.95 156.01
From Kotak Mahindra Prime Ltd. m.n) 72.66
Less: Maturity within 1 year (Refer Note16.1) 1.94
(P.Y. Repayable In various EMIs by March 2024; Rate
of intereM 9.68S)
Unsecured Loans, Measured at Amortised Cost
Loans & Advattces from Ralated Parties
Loan from Direi^ ors
No specific terms of r^ yment has been specified, lnlere« free loan
4.158.64 4,217.04
Inter Cwporate Deposits
Less. Maturity within 1 year (Refer Note 16.1) 600.00 600.00
[ Repaid on 30th April 2024. Rate of interest 13,50% (600 001 600.00
(P.Y. Repayable by 1 at April 2025, Rate of Interest 13.50%)]
5% - 5 Year Redeemable MorvCumulafive Preference
Share of Rs. 100/- each fully paid from - Related Party
,78,000 Redeemable on 27th March, 2026 and 2,14,460 redeemable on 19th June 2026 641.28 628.99
wi 27th March, 2026 and 2,14,460 redeemable on 1991 June
Ju2D,J
4,955.48t 5.516.71
The reconciliation Of the number of shares outstanding
at the beginning and at the end of year Is as imder;
Opening Number of Preference Shares Particulafs 31-Mar-24 31.Mar-23
dd: Issued duBno the year 6,92,480 6,92.480
Closing Number of Preference Shar^
Det^ f Shar^ KHder holding more Bian 5% Preference Stares are as under 6.92,4Wl 6.9Z
Particulare
Mr. Nirmal Bhogilal 31-Mar.24 31.Mar-23
% SharehrtOina 6,9Z480 6.92.480
100% 100%
a) Details of Term Loan taken from Banke/WRPft-
Bank Name Interaat Rate and Repayment Term Security Given Outstanding at Repayable Repayable after(Rs. In Lekhs
at 31 J)3JD24 within ona year one year
I) Machinery Loan-taken NBFC;
Ugro Capital Limited 113.50 % p.a. and repayable upto 3rd SeptemberlMachineV
purchased kept on 11657 27.85 88.42
Ugro Capital Limited 13.50 % p.a, and repayable upto 3fd December Macfen^
(mortgaged purchased kept on 124.48 27.35 97,13
i) Working Capital Loam - taken from Hani.« ' Tout 240.75 5850 185J5
Slate Bank of India 9.25% p.a. and repayable upto 6th November 2024 Guaranteed Emergency Credit Line 21.95 21.95
Secured by Guarantee given by
Government and mortgage over
fectory premises
Bank of Baroda 9.25% p.a. and repayable upto 30th March 2025 Guaranteed Emergency Credit Line 60.00 60.00
Secured by Guarantee given by
Government and mortgage over
factory premises
Total 71.95 7158
�
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Al
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��
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Batliboi Ltd.

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NOTES FORMING PART OF THE INO AS FINANCIAL STATEMENTS
Bank Name hitarrat Rate and Repaynwit Term Security Given OutaUndkig aa Repayable Repayable alter
at 31.03J023 within one year one year
i) kino Caollal Loam .tafcmi Banka:
Stale Bank of India 7.66% p.a. and repayable uplo 6th November 2024 Guaranteed Emergency Credit line 56.01 33.33 22.68
Secured by Guarantee given by
Government and mortgage over
Factory premiaes
Bankof Baroda 7.50% p.a. and repayable uplo 30th March 2025 Guaranteed Emergency Credit Line 100.00 60.00 50.00
Secured by Guarantee given by
Government and mortgage over
factory premises
Total 156.01 83.33 72.68
(Re. In Lakhs
Particulaie As at Asm
31.| llar-24 31-Mar-23
��
Due to Micro Small and Medium Enterprises (Refer Note Others 23) 114.065.18 145.6116.01
120.14 160.62
a) Includes amount of Re. 18.60 Lakhs (Prevtous Year b) Trade payMtIes - Non Current has been disclosed based on the management expectation to settled the - Rs. 54.16 Lakhs) due to related parties. ^same beyond 12 monttis from the reporting dete.
cLAgeIng schedule of Trade Payables outstanding as at 3l8t March 2024:
��
Total
2HgfggglnSj° LWwfojjovrinfljefioda from due date ot payment
Lessthari | 1-2 Years | 2-3 Years ’ —1 Years More than 3Years
(i) MSME(II) Others(ill) Disputed dues - MSME 39.730.10 17.220.64 51.364.24 108.315.18
(iv) Disputed dues - Others
6.65 6.65
ToU( 3933 18.06 62.25 120.14
Ageing schedule of Trade Payables outstanding aa at 3l8t March 2023:
Particulars
Total
Outstanding for the following periods from due date of payment
Less than 1 2 Years 2-3 Years More than 3
1 Years Years
(I) MSME(il) Others(ill) Disputed dues - MSME 29.527.31 26.33 68.757.70 124.6015.01
(iv) Disputed dues - Others
21.01 21.01
Total 3633 26.33 9736 160.62
IRs. In Lakhs!
Particulars As at As at
31-Mar-24 31-Mar-23
NOTE 13.3 : OTWER FINANCIAL UABIUTIE3 . NON CURRENT
Interest accrued and due on loans’
95.04 95.04
9534 95.04
Jndudes wiount of Rs. 95.04 Lakhs (Previous Year - Rs. 95.04 Lakhs) due to related parties.
��
Provisions for Etrrployee Benefits:
Provisions lor Em^ yee Benefits:
- Gratuity (Note 27) 266,60 269.37
- Leave Encashment (Note 27) 115.30 106.94
407.10 37631
NOTE 13.5 : OTHER NON-CURRENT UABIUTIBS
Advances and Deposits from Customers' 306.44 346.19
30634 346.19
Includes amount of Rs. 250.78 Lakhs (Prevtous Year- Rs. 197.84 Lakhs) due to related oaflles.
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Batliboi Ltd.

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NOTES FORMING PART OF THE INO AS FINANCIAL STATEMENTS

Note No: 14

DEFERRED TAX UABIUTIES (NET)

Item wise details of deferred tax liabilities (Net) are as under:

Particulars	Opening Balartce	Recognised in Profit and Loss	Recognised in Other	(Rs.in Lakhs Closing Balance
		Credit/(Charge)	Comprehensive
			Income
			Credlt/iCharoel
For the year ended 31 st March 2024
Deferred tax liabilities
Difference between accounting and tax depreciationoff Property. Plant and Equipment	(3,119.88	49.93		(3,069.95
On account of fair Value of Land R8.66.56 Lakhs
(Refer Note - (a) below)
On account of other depreciable Property, Plant and
Equipment Rs. (16.65) Lakhs
Total deferred tax liabilities (A) Deferred tax assets	(3,119.88)	49.93		(3,069.95)
Expenses allowed on payment basis Provision for Inwstments Provision for Doubtful debts, doubtful advances and inventory obsolescence	48.98 731.24 68.20	105.15 S.3S	7.44	161.57 731.24 73.55
Provision for Capital WIP Disallowance of Proposed Me er Expenses Unabsorbed Depreciation Unabsorbed Business Loss Total deferred tax assets (B) Deferred Tax Liabilities (NET) (A4-B C)	78.26 268.46 640.15 1,835.31 (1,284.57)	6.55 (17,92) (418.53) (319.40) (269.47)	7,44 7M	78.26 6.55 250.56 221,62 1,523.35 (1,546.60)
Minimum Alternate tax (D)	7.00	(7.00)
Deferred Tax Liabilities (NETl fC D	(1.277.57)		744	(1,546.60
For the year ended 31 st March 2023
Deferred tax liabilities
Difference between accounting and tax depreciation off Property, Plant and EquifMnent	(3.043.00)	(76.88)		(3,119.88)
On account of fair Value of Land R8.(118.73)
Lakhs (Refer Note - (a) below)
On account of other depreciable Property, Plant
and Equipment Rs. 41.85 Lakhs
Total deferred tax liabilities (A) Deferred tax assets	(3,043.00)	(76.88)		(3,119.68)
Expenses allowed on payment basis Provision for Investments Provision for Doubtful debts, doubtful advances and inventory obsolescence	44.24 663.40 111.20	8.36 47.84 (43.00)	(3.62)	48.98 731.24 68.20
Provision for Capital WIP Unabsorbed Depreciation Unabsorbed Business Loss Total deferred tax assets (B) Deferred Tax Liabilities (NET) (A B-C)	73.14 251.08 563.16 1,726.22 (1,316.78)	6.12 17.40 76.48 112.20 35.32	0.51 (3.11) (3.11)	78.26 268.48 640.15 1,835.31 (1,284.57)
Minimum Alternate tax (D)	18.43	(11.43)		7.00
Deferred Tax Liabilities (NET) (C Dl	(1,298.35)	23.89	ilHi	(1,277.57)

Batliboi Ltd.

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Note:

, ' e. 1st/^tax liability on account of fair valuing of Land was differences between the carrying amount of an asset nl 2016. Ind AS required entities to account 2016® Tr! ^ ‘ S ° l?“ calculated In previous year. 'J* ''‘ '® for deferred taxes using ttw Balance Sheet approach ® or liability in the Balance Sheet and its tax tase. Equipment on the date Awordinoly deferredwhich focuses on[of transition to Ind] property of the assesses before the 1st day of April, 56(2HbX i) of income Tax Act 1961. “2001, the cost of acquisition of the asset to thefair mariret value of capital assets means where the capital asset became assessee or the fair market value ofthe Bte asset on the 1st day of April, 2001, shall be considered at the option of the assessee.’

Acwrdingly deferred tax liability on account of fair value of Und Is calculated and reviewed at each reporting date as required by Ind AS ihl^ r^ m ^ aspect of temporary differences which have been recognised in previous periodsUn F Y 2018-19 55(2)(b)(i>55(2^ Of Income Tax Act 1961, This has resulted 01 ln^ Tax^ in creation of deferred tax credit during the year 1« i ?k^ nce with Sec^of Rs 66 58 Lakhs (P Y deferredon

A^ l unabsorbed business losses and other temporary differences available as per the T' I ^ recognised, since it is probable that taxable profit will be available to adjust them In future years iQfif be camed forward and set off against the profits for infinite number of years under the Income Tax Act 1961 and profitability projectons based on current margins show sufficient profits for setoff in future.

(^ endment) Act, 2019 provides domestic companies with an option to opt for lower tax rate, provided they do evaluate the option to c^ Jt for lower tax rate once Company has presently considered the rate existing it utilises die canted fonvard losses available under prior to the amendment The Company shallthe Income Tax Act

Reconciliation of effective tax rate as a numerical reconciHation between tax expense and the product of account profit multiplied by the applicable tax rate:

applicable tax rate	product of account profi	multiplied by the
Particulars Profit / (Loss) before tax Applicable tax rate Tax using the applicable lax rate	2023-24 791.52 27.82%	(Rs.ln Lakhs 2022-23 832.96 27.82%
Tax effect of
Add Non deductible tax expenses Less Deductible tax expenses Less Taxed at different rates Taxable Income Current tax expense recognised in the Statement ofProfit and Loss Weighted average Tax rate	887.75 357.55 110.54 1,211.18 30.75 3.89%	497.94 501.21 829.69 0.00%

' Taxable income for the current year got set off with the carried forward losses of the Company hence there is no current tax expenses.

The tax rate of 27,82% is applicable to the next financial year.

Tax expense recognised in the Staterrwnl of profit and loss / Other comprehensive Income (OCI) are as below:

Tax expense recognised in the Staterrwnl of profit and loss / Other comprehensive Income (OCI)	are asbelow
Particular Cunenl Tax Expense Deferred tax credit / (charge) relating to	2023-24 30.75	(Rs.Irt Lakhs) 2022-23
- Origination and reversal of temporary differences - Different tax rates	(335.61) 66.58	139.51 (118.73)
Tax expenses including defened tax credit/ (charge)recognised in the Statement of Profit and Loss	(269.03) (276.47)	20.78 23.89
Deferred tax liability/ ( asset) relating to remeasurementof the defined benefit plan recognised in OCI	7.44	(3.11)

Batliboi Ltd.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

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(Rs. In LaKhs
Particulars As at As at
31-Mar-24 ��
NOTE1S.1 : BORROWINGS- CURRgNT
SECURED
Loans repayable on demand
From Banks
Cash Credit and Working Capital Borrovwngs (Refer Note - 22 (a)) 1.138.15 848.00
Loan from Non Banking Finandal Company * 150.30 150.61
UNSECURED
Loan from Directors “
96.20 131.20
Current maferities of Long Term Loan - Secured and Unsecured (Refer Note 13.1) 727.15 85.27
2,111.80I 1,215.08
a) Details of Working capital Term Loan from Banks
Name of Bank/Financial Interest rate and Repayment term Security Given Outstanding as Outstanding as
Institution
at at
31-Mar-24 31-Mar-23
Oxyz o Financial Services Pvt Ltd. October 202414.00% and repayable upto 26th Secured By BankGuarantee given by 150.30 150.61
(P.Y. 14.00% and repayable upto Bank of Baroda on
26th October 2023) behalf of die Company of
Rs.150.00 lakhs
Total 150.30 150.61
b) Loan taken from directors of Rs. 96.20 Lakhs (P.Y. Rs. 131.20 Lakhs), are interest free loan.
��
Due to Micro Small and Medium Enterprises (Refer Nc^ 23) * 812.72 584.65
Others
1,633.63 1,373.45
2.446.35I 1,958.101
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Includes amount of Rs. 5.88 (Previous Year - Rs. 3.73 Lakhs) due to related parties gjncludes amount of Rs.15.44 Lakhs (Previous Year- Rs. 17.95 Lakhs) due to related parties.

Batliboi Ltd.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

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Ageing schedule of Trade Payables outstanding as at Particulars Outstanding for the following periods from due date 31st March 2024: of payment (Rs. In LakhsTOTAL
Less than 1-2 Years 2-3 Years More than
1 Years
3 Years
(i) MSME 812.72
(ii) Others 1,633.63 812.72
(iii) Disputed dues - MSME 1,633.63
��
Total 2,446.35
2,446.35
Ageing schedule of Trade Payables outstanding as at 31st March 2023:
Particulars Outstanding for the following periods from due date of payment TOTAL
Less than 1-2 Years 2-3 Years More than
1 Years
3 Years
i) MSME 564.65
(ii) Others 1,373.45 584.65
iii) Disputed dues-MSME 1,373.45
��
Total 1,956.10
1,958.10
NOTE 15.3 : OTHER CURRENT LtABILITIPS
Advances and Deposits
1,138.73 1,540.00
Statutory Liabiiities
Employee Related Liabilities * 185.51 24.76
Interest due on loans 249.32 219.21
Other Liabilities 2.58
12.56 240.23
1,588.70I 2,024.20l
Includes amount of Rs. Nil (Previous Year - Rs. 130.55 Lakhs) advance received from related parties.
Includes amount of Rs. 25.70 Ukhs (Previous Year - Rs. 39.27 Lakhs) due to related parties.
NOTE 15.4 : PROVISIONS . CURRENT
Provisions for Employee Benefits:
- Gratuity (Note 27)
- Leave Encashment (Note 27) 37.05 24.16
Warranty Provisions (Note 32) 46.82 31.39
56.83 53.78
140.70 109.33
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NOTE 15.4 : PROVISIONS . CURRENT

��

Batliboi Ltd.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Particulars	Year ended	(Rs. In Lakhs Year ended
	��	��
NOTE 16 REVENUE FROM OPPRATIONS
Sale of Products Sale of Services Other Operating Revenue	�� �� ��	�� �� ��
	��	��
��
Dividend Exchange Difference Gains Profit on Sale of Property, Plant and Equipment's (net) Bad Debt Recovered	�� ��	�� ��
Reversal of Provision for Doubtful Debts Credit Balances Written Back/Provisions reversed (net) Interest Income	�� ��	�� �� ��
� �� � �� (Net) � �� Other Income	�� �� �� ��	�� �� �� ��
	��	��

includes reversal of provision on account of disputed �� (P.Y. Rs. Nil) as the same is considered as no longer payable.

Batliboi Ltd.

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NOTES FORMING PART OF THE INO AS FINANCIAL STATEMENTS

Particulars	Year	ended	(Rs. In Lakhs Year ended
	31-Mar.24		31-War.23
NOTE 18.1 COST OF MATERIALS CONSUMED
Raw Materials Consumed Cost of Services Rendered Job Work Charges Incurred		6,511.96 49.11 442.11	6,137.14 37.05 415.70
		7.003.20	6,589.89
NOTE 18.2 PURCHASE OF STOCK IN TRADP
Purchases of Stock in Trade		5,083.74	5,421.77
NOTE 18.3 CHANGE IN INVENTORY OF RNISHFO		5,083.74	5,421.77 i
GOODS.WORK IN PROGRESS and STOCK IN TRARF
Stock at Close
Work-in-Process Stock-in-trade Finished Goods	684.64 135.91		544.19 137.94 16.32
	820.55		698.45
Less
Stock at Commencement
Work-in-Process Stock-in-trade Finished Goods	544.19 137.94 16.32		896.90 119.68 16.65
	698.45	(122.10)	1,035.23 336.78
NOTE 19 EMPLOYEE BENEFIT E PENSES
Salaries, Wages, Allowances and Bonus Contribution to Provident and Other Funds (Note 27) Expenses on Employee Stock Option Scheme (ESOP) Provision for Gratuity and Leave Encashment (Note 27) Staff Welfare Expenses		2,328.99 116.72 41.19 84.21 178.12	2,067.30 101.20 (1.34) 90.49 152.69
		2,749.23	2.410.34

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/
O
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| ( MUMBAI 1
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ifii

Batliboi Ltd.

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Particulars	Year ended	(Rs. In Lakhs Year ended
	31-Mar-24	��
NOTE 20 FINANCE COST
Interest Expenses interest on Lease Liabilities Bank Charges and other borrowing cost	325.29 29.18 64.52	373.87 17.98 94.07
	418.99	485.92
NOTE 21 OTHER E PENSES
Rent (Note 34) Rates and Taxes Power and Fuel Insurance Sales Commission Exhibitions/ Advertisement Expenses Printing and Stationery Travelling and Conveyance Audit, Legal and Professional Charges (Note 35) Vehicle Maintenance Packing and Cartage Stores Loose Tools Consumed Repairs to Machinery Repairs to Buildings Repairs to Other Assets Job work Charges Directors' Sitting Fees Loss on Sale / Assets Written Off (Net) Investment Written off Bad Debts Provision for Doubtful Debts/Advances (net) Exchange Difference Loss Reversal of SEIS Entitlement recoverable Miscellaneous Expenses	16.84 423.81 170.10 17.13 136.89 158.13 20.96 382.16 510.35 91.91 347.41 343.66 167.09 170.66 55.69 674.15 23.90 14.35 30.44 5.97 329.89	22.42 380.19 120.61 16.64 187.93 32.97 17.70 273.74 409.98 93.96 335.85 316.50 82.99 62.61 49.06 462.27 5.15 0.10 0.27 383.77 27.70 12.26 293.65
	4,091.49	3,588.32

Includes amounts of Rs. Nil (P.Y. Rs.131.56 lakhs) written off on account of trade receivable from one of its related party.

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r
y
MUMBAI. J
� y/
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Batliboi Ltd.

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BATUBOI UMITED

NOTES TO INO AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31® MARCH 2024

Note No 22:

a) Wor1< ing capital borrowings from consortium banks on cash credit overdraft/short term loan and non-fund based facilities are secured by first pari passu charge on stock of raw materials, stock in process, semi-finished, finished go^ s and stock in trade, consumable stores and spares, bills receivable, book debts and other moveable current assets (both present and future) of the Company and second pari passu charge on the Property, Plant and Equipment's of the Company (both present and future) at Udhna, Surat. Credit facilities including sub limits extended by consortium banks to Batliboi Environmental Engineering Limited (BEEL) are secured by 2™ pari passu charge on the Property, Plant and Equipment's of the Company (both present and future) at Udhna, Sural.
b) The Company has used the borrowings from banks and financial institutions for the purpose for which it was obtained.
c) There has not been any default in repayment of borrowings and interest during the current and previous financial years except for below mentioned delays in financial year 2023-24 due to shortage of funds:

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Name of the Lender Amounts in Rs. Lakhs Period of Default
Oxyz o Financial Services Pvt ltd. 48.20 11 days
15.36 1 day
30.03 3 days
4.67 3 days
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d) The Company is not declared wilful defauKer by any bank or financials institution or other tender.
e) Tte quarterly statements of current assets filed by the Company with banks are in agreement with the books of accounts of the Company except for certain differences which has been dulv reconciled and presented here below:

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(Rs. in Lakhs)
Quarter Ended Value as per Value as per Difference Reason for difference
quarterly Ind AS books
statements of account
filed with
Banks
June 2023 3,948.14 4,022.77 (74.63) Due to estimated
September 4,497.87 4,592.98 (95.11) overhead loading on the
2023
work in progress and
December 2023 4,652.23 4,717.76 (65.53) finished goods stock and
March 2024 4,795.63 4,877.35 (81.72) receivables stated prior
to adjusbnent of
Expected Credit Loss
provisioning (ECL).
/ ^ 3
O
yro MUMBAI
’ Mz
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MUMBAI)--
Vsi/
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It-

100

Batliboi Ltd.

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BATLIBOI UMITEO

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 2024

Note No 23!

Spr.n.TcfloV" ''"

Sr. No. 1	Particulars Principal amount due and remaining unpaid	As at 31st March 2024 817.90	(Rs. In Lakhs As at 31st March 2023 599.66
2	Interest due on above and the unpaid interest	14.84	28.43
3	Interest Paid
4	Payment made beyond the appointed day during the year	1.666.25	1.314.99
5	Interest due and payable for the period of delay	46.72	38.90
6	Interest accrued and remaining unpaid	14.84	28.43
7	Amount of further interest remaining due and payable in succeeding years	14.84	28.43

Not claimed by Suppliers

NOTE 24 - CONTINGENT LIABILITIES AND COMMITMENTS:

a) Contingent Liabilities (to the extent not provided for)

	a) Contingent Liabilities (to the extent not provide	dfor)
				(Rs.in Lakhs)
	Particulars	As at		As at
		31 March	2024	31st March	2023
A.	CONTINGENT LIABILITIES NOT PROVIDED
	FOR
	Disputed Sales Tax/Excise The Company has filed appeals against the		118.09		118.09
	respective orders and has paid Rs. 40.40 Lakhs
	against the dispute in earlier years.
	Tax Deducted at Source F.Y. 2008-09 till F.Y. 2015-16		1.31		10.35
	��
	Goods and Service Tax F.Y. 2017-18	213.39
	The Company has filed appeals against the
	respective orders and has paid Rs. 9.60 Lakhs
	against the dispute.
	Custom Duty demands (F.Y. 2019-20)		36.04		36.04
B.	CLAIMS NOT ACKNOWLEDGED AS DEBTS	143.98		144.48

101

Batliboi Ltd.

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BATLIBOl UMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 2024

C. [ GUARANTEES GIVE^

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Corporate Guarantee given to banks and financial 3.250.30 3,340.23
institutions for credit facilities/perfbnnance
guarantees extended by them to Batliboi
Environmental Engineering Limited (BEEL), a
related party.
Guarantees given by the Company's bankers on 293.26 358.79
behalf of BEEL specific guarantee facility given in
matter of one of its vendors (which is part of
Corporate Guarantee shown in above row of Rs.
3,250.30 Lakhs (P.Y. Rs. 3,340.23 Lakhs)
Guarantees given on behalf of the Company by its 338.84 352.33
bankers.
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I) The Company does not expect any reimbursement in respect of the above contingent
liabilities.
II) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters as specified above in note 24.a, above pending resolution of the appellate proceedings.
Ill) In respect of guarantees as specified in note 24.c given by the Company to the bankers of BEEL. one of the related parties. BEEL has given counter guarantees to the bank on behalf
of the Company,

b) Commitments:

I) Estimated amount of Contracts remaining to be executed on capital account and not provided
for is Nil (SI* March 2023 Rs. 1.44 Lakhs).

NOTE 25.

RELATED PARTY DISCLOSURESr

��

List of related parties where control exists and related parties with whom transactions have taken place and relationship;

i) Subsidiary Companies;

a) Queen Projects (Mauritius) Ltd - Mauritius.’

b) Quickmill Inc.-Canada 2

c) 760 Rye Street Inc., Canada*

This was subsidiary upto 28« ' July 2023, the subsidiary is undergoing voluntary liquidation process and consequently the Shares of QuickmiH Inc. and 760 Rye street Inc (Canada), ^ step down subsidiaries of the Company, earlier held by Queen Projects (Mauritius) Ltd. have been transferred to the Company.

�� 2023, and subsequently have become direct subsidiaries of the Company as given in footnote 1 above.

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MUMBADO
J-
j
�
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BATUBOl UMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31= MARCH 2024

ii) Key Management Personnel and their relatives:

a) Mr. Nirmal Bhogilal, Chairman
b) Mr. Sanjiv Joshi, Managing Director
c) Mrs. Sheela Bhogilal, Director
d) Mr. Ghanshyam Chechani, Chief Financial Officer
e) Mr. Kabir Bhogilal. Chief X Officer/Director
f) Mrs. Maya Bhogilal
g) Mrs. Pooja Sawant, Company Secretary
iii) Independent / Non-Executive Directors
a) Mr. AmeetHariani
b) Mr. Eknath.Kshirsagar (upto 11* November 2023)
c) Mr. George Verghese
d) Mr. Subodh Bhargava
e) Mr. Binoy Parekh (w.e.f. 9* February 2024)
f) Mr, Jai Diwanji (w.e.f. 9* February 2024)

iv) Enterprises over which Key Management Personnel are able to exercise significant influence;

a) Batliboi Environmental Engineering Ltd

b) Batliboi International Limited

c) Batliboi Impex Ltd

d) Batliboi Renewable Energy Solutions Pvt Ltd (formerly known as Batliboi Enxco Pvt Ltd)

e) Sustime Pharma Ltd

f) Spartan Electricals

g) Bhagmal Investments Pvt Ltd

h) Delish Gourment Pvt Ltd

i) Hitco Investments Pvt Ltd

j) Nirbhag Investment Pvt Ltd

k) Pramaya Shares and securities Pvt Ltd
1) Bhogilal Trusteeship Pvt Ltd
m) Katalyst Advisors Pvt Ltd ((w.e.f. 9* February 2024)
v) Entities in which management personnel are trustees:

a) Bhogilal Leherchand Foundation

b) Leherchand Uttamchand Trust Fund

c) Shekhama Family Trust

d) Bhogilal Family Trust

�� of Indian Accounting Standard (Ind AS)

24 disclosed above is as identified by the Company and relied upon by the auditors.

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BATUBOl UMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED

MARCH 2024

B) Transactions and Outstanding Balances:

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Sr. No. Particulars Subsidiary Companies Entities in which Key Rs. In Lakhs)Key Management
Management Personnel & their
Personnel or their Relatives
relatives have
significant influence
2023-24 2022-23 2023-24 2022-23 2023-24 2022-23
I) Transactions
i) Purchase of goods/ material/ 240.22 267.33
services
ii) Sale of goods/ materials/ 87.53 61.33 1,876.99 1.579.19
services/ recovery of
expenses
iii) Rent/License fee
(101) (1.73) (5.40) (5.40)
received(paid}
iv) Bad Debts
131.56
V) Interest Paid (Received)
7.99 4.25
Vi) Loans and Advance
50.00 2,397.95
Received/ (Refunded)(Net)
vii) Loans and advances repaid 589.43 35.00
viii) Remuneration
225.33 149.01
ix) Director Sitting Fees
23.90 5.15
�� Outstanding Balances as at
a) Loans Received
4254.84 4,348.24
b) Advance Given
10.48
c) Receivable (for goods, services and other items) -
i) Trade Receivables 496.84 381.53
ii) Advance recoverable
0.94
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BATUBOl UMITEO

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31* MARCH 2024

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Sr. No Subsidiary Companies Entities in ^ ich Key Key Management
Particulars
Management Personnel & their
Personnel or their Relatives
relatives have
significant influence
2023-24 2022-23 2023-24 2022-23 2023-24 2022-23
d) Payables (for goods, services and other items)
i) Interest accrued and due 95.04 95.04
on loans
ii) Employee Related 25.70 39.27
Liabilities
iii) Trade Payables 35.35 55.43 2.57 20.41
e) Advance Received 250.78 326.39
0 Outstanding investment in 3.78
equity shares
9) Outstanding investment in 541.66 558.10
preference shares
h) Outstanding Guarantee
3,250.30 3,340.23
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Pisclosure of material transactions between the
company and related parties and tha
status of outstanding balances:
(Rs In Lakhs)
Particulars Enterprise / Key Relationship �� 31«
Management March March
Purchase of Goods/ Batliboi Environmental 2024 2023
/payment of expensesmaterials/ services/ engineering LtdBatliboi International Ltd managementand/or theirEntities in which keypersonnelrelatives 100.099.63 146.839.96
Batliboi Imoex Ltd
have significant influence 103.46 95.50
Spartan Electricals 17.84 15.04
Kataivst Advisors Pvt Ltd
9.00
Sale of goods/ Batliboi Environmental
materials/services engineering Ltd Entities in which key 1.274.39 976.17
/recovery of expenses Batliboi International Ltd and/or theirmanagement personnelrelatives 527.11 576.55
Batliboi Renewable Energy have significant influence 62.62 18.11
Solutions Pvt Ltd
Spartan Electricals 7.95 1.26
Batliboi Imoex Ltd
4.92 5.10
Quickmill Inc. Subsidiary 87.53 61.33
��
f; o
Q MUMBAI * eft
i;
��
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BATUBOl UMiTED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31® MARCH 2024

NOTES TO IND	AS FINANCIAL STATEMEN	S FOR THE YEAR ENDED31	MARCH 2024	MARCH 2024
Particulars	Enterprise / Key Management	Relationship	�� 31 March March
Rent/License fees received/(paid)	Batliboi Renewable Energy Solutions Pvt Ltd Batliboi Impex Ltd	Entities in which key management personnel and/or their relatives	2024 (2.57) 7.56	2023 (3.29 7.56
	Ninmal Bhogilal (Guest House)	have significant influence Chairman	(5.40)	(5.40)
	Shekhama Family Trust	Trusts in which management	(6.00)	(6.00)
		personnel are trustees
Bad Debts	Batliboi International Ltd	Entities in which key management personnel and/or their relatives have significant influence		131.56
Interest Paid/ (Received)	Batliboi International Ltd Hitco Investments Pvt Ltd	Entities in which key management personnel and/or their relatives		1.68 6.31
	Sheela Bhogilal	have significant influence Key Managerial Person		4.25
Loans and advances received	Spartan Electricals Nirmal Bhogilal Sheela Bhogilal	Entities in which key management personnel and/or their relatives have significant influence Key Managerial Person		50.00 1,352.95 1,045.00
Loans and advances repaid	Batliboi International Ltd Hitco Investments Pvt Ltd	Entities in which key management personnel and/or their relatives		29.43 560.00
	Kabir Bhogilal	have significant influence Key Managerial Person	35.00
Remuneration paid to Management Personnel and their Relatives. Key	Nirmal Bhogilal Kabir Bhogilal Sanjiv Joshi Pooja Sawant	Director Chief Offrcer/Director Managing Director Company Secretary	41.99 64.09 77.48 11.70	51.24 61.80 6.51
	Ghanshyam Chechani	Chief Financial Officer	30.07	27.46
Director Sitting Fees	Mrs. Sheela Bhogilal Mr. Ameet Hariani Ax. Eknath Kshirsagar	Director ndependent / Non-Executive director	3.35 5.60 2.55	0.45 1.20 1.30
	Mr. George Verghese		4.05	0.90
	Mr. Subodh Bhargava		5.65	1.30
	Mr, Jai Diwanji		1.20
	Mr. Binoy Parikh		1.50

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BATLIBOl UNITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31* MARCH 2024

Outstanding balances Sr. No. Particulars	Outstanding balances Sr. No. Particulars	2024-25	(Rs. In Lakhs) 2023-24
Outstanding Loans and Advances Received
A)	Key Management Personnel and their relatives
i)	Nirmal Bhogiial	3,118.00	3,152.86
ii)	Sheela Bhogilai	1,136.84	1,160.38
iii) Kabir Bhogiial Outstanding Loans and Advances Given			35.00
A)	Entities in which key management personnel and/or their
	relatives have significant influence
I)	Batliboi Environmental Engineering Ltd		8.90
ii)	Batliboi International Ltd		1.56
Batliboi Impex Ltd Outstanding Receivable for goods, services and otheritems			0.02
A)	Entities in which key management personnel and/or their
	relatives have significant influence
i)	Batliboi Environmental Engineering Ltd	411.63	352.97
ii)	Batiiboi International Ltd	39.64	24.07
iii)	Batliboi Impex Ltd	5.15	3.58
iv)	Spartan Electricals	0.04	0.83
A B)	Batliboi Renewable Energy Solutions Pvt Ltd Key Management Personnel and their relatives	40.38	0.08
Sanjiv Joshi Outstanding Payables for goods, services and otheritems 11		0.94
A)	Entities in which key management personnel and/or their
	relatives have significant influence
i)	Batliboi International Ltd	1.71	2.57
ii)	Batliboi Renewable Energy Solutions Pvt Ltd	0.71	0.07
iii)	Spartan Electricals	5.88	3.73
iv)	Batliboi Impex Ltd	1.32	4.57
A	Katalyst Advisors Pvt Ltd	324
B)	Key Management Personnel and their relatives
i)	Nirmal Bhogiial	62.11	92.81
ii)	Sheela Bhogiial	53.78	53.78
iii)	Kabir Bhogiial	3.70	3.12
iv)	Sanjiv Joshi		3.05
V)	Ghanshyam Chechani	1.85	1.28
	Pooja Sawant	0.52	0.68

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OACCO �
,-C
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BATUBOt LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31* MARCH 2024

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C) Management personnel are trustees and Related
i) Shekhama Family Trust 22.49 44.49
D) Independent / Non^ Executive Director 1.35
i) Mr. Binoy Parikh
Outstanding Advance received
A) Entities in which key management personnel and/or their
relatives have significant influence
i) Batiiboi International Ltd
200.78 199.43
ii) Batliboi Renewable Energy Solutions Pvt Ltd
28.96
! ! ll Spartan Electricals 50.00 100.00
Outstanding Investment in Equity shares
A) Subsidiary Companies
i) Quickmill Inc
3.76
760 Rye Street Inc 0.02
Outstanding Investment in preference shares
A) Subsidiary Companies
i) Queen Projects (Mauritius) Ltd
558.10
ii) Quickmill Inc
541.66
Outstanding Guarantees/collateral security "
A) Subsidiary Companies / Entities in which
management personnel and/or their relatives have
significant influence
i) Batliboi Environmental Engineering Ltd
3,250.30 3,340.23
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NOTE 26 -

FINANCIAL DERIVATIVE INSTRUMENTS;

a. Derivative contracts entered into by the Company and outstanding as at 31» ' March 2024 tor Hedging currency and interest related risks,

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derivative contracts entered by the Company and outstanding
is given
Sr. Particulars 31 ' March 2024 31 March 2023(Rs. In Lakhs
No.
1 Interest Rate Swaps
2 Currency Swaps
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BATUBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31* MARCH 2024

b. Foreign Currency payables and receivables that are not hedged by derivative instruments as on 31“ March 2024 and 31“ March 2023:

Particulars	Particulars	31 March 2024	31 March 2024	31 March 2023	31 March 2023
Foreign Receivable exposure Currency Euro		(In Lakhs) (In FCY Lakhs) (In Rs. Lakhs) 591.84 6.58		(In Lakhs (In FCY Lakhs) (In Rs. Lakhs) 7.83 700.00
US Dollar		0.54	45.28	0.30	24.76
Japan Yen		100.72	55.45	8.39	5.20
MUR				303.76	558.10
Canadian Dollar (CAD)		8.57	545.44
GBP			0.14
Foreign	Currency
Payable exposure
EURO		0.02	2.02	0.42	37.58
US Dollar		0.65	54.51

Insignif cant amount
c. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

NOTE 27-

EMPLOYEE BENEFITS-

The Company has classified the various benefits provided to employees as under:

a- Defined Contribution Plans:

The Company has recogniz ed the following amounts in the Statement of Profit and Loss which are included under contribution to Provident Fund and Other Funds:

(Rs in Lakhs Particulars 31“ March 2024 31“ March 2023 Contribution to Provident Fund 104.10 89.29 Contribution to ESIC 3.90 3.92 Contribution to Superannuation Fund 8,72 7.99 Total 116.72 101.20

Provident Fund:

The Fair value of the assets of the provident fund trust as at the Balance Sheet date is greater than the obligation, including interest and also the returns on these plan assets including the amount already provided are sufficient to take care of provident fund interest obligations over and above the fixed contributions.

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BATUBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31* MARCH 2024

b. Defined Benefit Plans:

Sr. No.	Particulars		Gratuity (Non-Funded)	Gratuity (Non-Funded)	Gratuity (Non-Funded)	Leave Encashment (Non funded)	Leave Encashment (Non funded)	(Fte In Lakhs) Compensated Absences (Non	(Fte In Lakhs) Compensated Absences (Non	(Fte In Lakhs) Compensated Absences (Non
			M 31 March	31 March		SI �� 31 March March		funded) SI 31 March March
1	��	2024 ��		2023		2024	2023	2024		2023
	Liability at the beginning of the		293.53		280.31	127.26	120.22	11.07		10.77
	year
	Interest cost Current Service Cost		20.32 18.06		20.11 19.51	8.91 15.59	8.59 19.78	0.78 20.55		0.77 21.73
	Benefit Paid		(21.62)		(28.25)	(30.22)	(30.51)		(-)		��
	Actuarial (gain) / Loss on obligation		15.56		1.85	29.23	9.18	(18.05)		(22.20)
	Liability at the end of the year		325.85		293.53	150.77	127.26	14.35		11.07
2	Changes in the Fair Value of Plan			Assets -
	Present Value of
	Plan Assets as at
	the beginning of the year
	Expected Return
	on Plan Assets
	Actuarial
	(GainVLoss
	Employers' Contributions		21.62		28.25	30.22	30.51
	Benefits Paid Present Value of		(21.62)	(28.25)		(30.22)	(30.51)
	Planned Assets as
	at end of the year
3	Recogni ed In the Balance Sheet including a reconciliationof the Present Value of Defined Benefit Obligation and the Fair Valueof Assets Present Value of Defined 325.85 293.531 150.77 127.26 14.35 11.07 Benefit
	Obligation as at the end of the year
	Fair Value of Plan
	Assets as at the
	end of the year
	'let Liability recogni ed in the		325.85	293.53		150.77	127.26	14.35		11.07
	Balance Sheet as
	at the end of the
	year
	' CHir
		Cl
	I? MUMl o.	o it ?
		,.5?
	,'S ��

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BATLIBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31^ MARCH 2024

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4. Expenses Recogniz ed In the Profit and Loss Account
Service Cost 18.06 19.51 15.59 19.78 20.55 21.73
Interest Cost 20.32 20.11 8.91 8.59 0.78 0.77
Expected Return
on Plan Assets
Curtailment
Cost/(Credit)
Settlement
Cost/(Credit)
Total Expenses 38.38 39.62 24.50 28.37 21.33 22.50
recogniz ed in
the Profit and
Loss A/c
5 Actual Return on Plan Assets
Estimated Contribution to be made in the next annual
year
The composition of plan assets: l.e. percentage of each category of plan assets to total
fair value of plan assets:
a) Govt of India I TI 7] 71 71 71
Securities
Corporate Bonds I I 7 I
c) Special Deposit - - 7 I ;
Scheme
d) Equity Shares of
Listed Companies
Property
0 Insurance
Managed Funds
ill Others
Total
6 Amount recognised in Other Comprehensive Income (OCh
Actuarial (Gains) /1 15.56 ' 'Losses on 1.85 29.23 9.18 (18.05) (22.20)
Obligations for the
period
Re-measurement
(Return on Plan
Assets Excluding
Interest Income)
Change in Asset
Ceiling
Net (Income) / 15.56 1.85 29.23 9.18 (18.05) (22.20)
Expenses for the
teriod
recogniz ed in
OCI
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BATUBOl UMiTED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31* MARCH 2024

7. Principal Actuarial Assumptions at the Balance Sh Btnafo
68 years for employees at Manufacturing facilitiesat Udhna and 60 years at other locations Retirement age
Discount rate 6J7%p,a. 7.22% p.a. 6.97% o.a. 7.22% p.a. I 6.97% o.a.I 7.22% o a Indian Assured Lives Mortality (2012-2Q14 Ultimate Mortality
4% p.a. Salary escalation 4% p.a. i 4% 4% p.a,	p.a. T	4% p.a.	4%p.a,
Projected benefits payable in future years from thedate of reporting 1 St foltowing year 37.05 ' ' Sum of years 2 to 5 24.16 11.60 31.88 120.38 126.25	8.02 29.34	12.23 46.64	4.26 35.43
Sum of years 6 to 10 107.49 96.53 37.14	30.78	48.08	41.35
Sensitivity analysis on PBO
Delta effect of 1% increase in rate of discounting 304.44 274.22 140.24	94.62	13.21	10.14
Delta effect of 1% decrease in rate of discounting 350.41 315.64 163.24	115.80	15.69	12.16
Delta effect of 1% increase in rate of salary escalation 350.67 315.06 163.37	115.95	15.72	12.19
Delta effect of 1% decrease in rate of salary escalation 303.87 274.29 139.97	94.35	13.16	10.10

NOTE NO. 28 - EARNING PER SHARE:

Particulars	31 March 2024	31 March 2023
Profit/ (Loss) after Tax - (Rs in Lakhs)	484.30	856.85
No. of Equity shares of Rs. 5 each outstanding	2.90,45.884	2.88.85.681
Weighted Average Number of Equity Shares Outstanding during the year
For Basic	2.90,06,921	2,87,39,170
For Diluted	2.94,72.980	2.95,91,173
Earnings Per Equity Share (Rs.)
Basic	1.67	2.98
Diluted	1.64	2.90

NOTE 29 -

FAIR VALUE MEASUREMENTS-

The following disclosures are made as required by Ind AS -113 pertaining to Fair value measurement;

a. Accounting classification and fair values

The fair values of the financial assets and liabilities are included at the amount at which fae instrument could be exchanged in a current transaction between willing parties, other than i’ iin a forced or liquidation sale.

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BATUBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31* MARCH 2024

The following table shows the carrying aniounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

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(Rs. In Lakhs)
As at As at Fair Value
Particulars �� Measurement
Amortised FVPL At Amortised FVPL At Hierarchy
Cost Cost Cost Cost
FINANCIAL ASSETS
Investments 546.66 3.78 563.10 Level 2
Trade receivables 2,939.36 1.889.51
Cash and cash 62.66 169.92
equivalents
Other Bank 85.48 199.25
balances
Loans
0.55
Others 282.13 274.37
Total Financial 3,369.63 546.66 3.78 2,533.60 563.10
Assets
FINANCIAL LIABIL TIES
Borrowings 7.097.28 6,733.79
Lease Liabilities 268.28 131.22
Levd2
Trade payables 2,566.49 2,118.72
Other financial 1,990.18 2,465.43
liabilities
Total Financial 11,922.23 11,449.16
Liabilities
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b. Measurement of fair value:

The following tables shows the valuation techniques used in measuring Level 2 fair values.

Type Fixed Rate Borrowings

Valuation technique

Discounted cash flows: The valuation model considers the present value of expected payment discounted using appropriate discounting rates.

c. Financial risk management

The Company has exposure to the Credit risk, Liquidity risk and Market risk arising from financial instruments.

Risk Management Framework: The Company’ s Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of Directors

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BATLIBOl UMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31* MARCH 2024

has established the Risk Management Committee (RMC), which is responsible for developing and monitoring the Company's risk management policies.

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits to control / monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.

The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company's financial risk management policy is approved by the Board of Directors.

d. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument ^ ils to meet its contractual obligations and arises principally from the Company’ s receivables.

Trade receivables: The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

The following table provides information about the exposure to credit risk and measurement of loss allowance using lifetime expected credit loss for trade receivables:

				(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	Up to 6	6 months,	1 year to 3	More than 3	Total
	months	to 1 year.	years	years
As at 31st March 2024
Gross Carrying Amount	2,364.83	345.87	192.57	242.32	3.145.59
Specific Provision				206.23	206.23
Carrying Amount	2,364.83	345.87	192.57	36.09	2,939.36
As at 31st March 2023
Gross Carrying Amount	1,467.86	154.38	132.57	352.15	2,106.96
Specific Provision Carrying Amount	1,467.86	154.38	132.57	217.45 134.70	217.45 1.889.51

Cash and cash equivalents:

The Company held cash and cash equivalents of Rs 62.66 lakhs as at 31" March 2024 (31st March 2023: Rs. 169.92 lakhs). The cash and cash equivalents are held with reputed banks,

e. Liquidity Risk:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’ s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

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MUMBAI )C
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BATUBOl LIMITED

NOTES TO INO AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31^ MARCH 2024

					(Rs.	In Lakhs)
Particulars		Contractual cash flows
	Carrying	Up to 1	1-2	2-5	More	Total
	amount	year	years	years	than 5
As on 31st March 2024					years
Non-derivative financial liabilities
Borrowings	7,097.28	2,111.80	506.45	320.40	4.158.63	7,097.28
Interest	97.62	2.58			95.04	97.62
Trade payables	2,566.49	2,446.34	120.15			2,566.49
As on 31st March 2023
Non-derivative financial liabilities
Borrowings	6,733.79	1,215.08	72.68	1,228.99	4,217.04	6,733.79
Interest	95.04				95.04	95.04
Trade payables	2,118.72	1,958.10	160.62			2,118.72

f. Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and commodity prices, will affect the Company's income or the value of its financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables, long term debt and commodity prices. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and commodity price nsk.

g. Interest rate risk:

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest-bearing investments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value through the Statement of Profit and Loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest-bearing investments will fluctuate because of fluctuations in the interest rates.

Exposure to Interest rate risk:

The Company’ s interest rate risk arises from borrowings. The interest rate profile of the Company’ s interest-bearing long term financial instruments is as follows:

		(Rs In Lakhs)
Particulars	31 ' March 2024	31 March 2023
Fixed-rate instruments	1,063.00	908.56
Variable-rate instruments	1,138.15	848.00
Total	2,201.15 1	1,756.56

h. Currency risk:

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee.

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BATUBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31^ MARCH 2024

To the extent the exposures on purchases and borrowings are not economically hedged by the foreign currency denominated receivables, the Company uses derivative instruments, like, foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange and principal only swap rates. The Company does not use derivative financial Instruments for trading or speculative purposes.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies including the use of derivatives like foreign exchange forward contracts to hedge exposure.

Exposure to currency risk:

The currency profile of financial assets and financial liabilities as on SI" March 2024 and 31“ March 2023 are as below:

2023 are as below
								(Rs. In Lakhs)
Particulars	Total		INR	JPY	EURO		USD	CAD	GBP
As at 31 March 2024
Financial assets
Cash and cash equivalents	62.66		62.
Loans and advances	222.57		210.06				12.51
Other current financial	85.48		85.48
assets
Trade and other receivables	2,939.36	2,259.16		55.45	591.84		32.77		0.14
Other Non-current financial asset	610.00		64.56					545.44
Exposure for assets (A) Financial liabilities	3,920.07	2.681.92		55.45	591.84		45.28	545.44	0.14
Long teim borrowings	4,985.48	4,985.48
Short term borrowings	2.111.80	2,111.80
Trade and other payables	2,566.49	2,511.98					54.51
Other Current financial liabilities	1,643.30	1,641.28			2.02
Other Non-Current	615.16		615.16
financials Liabilities
Exposure for liabilities	11.922.23	11,865.70			2.02		54.51
M Net exposure (A-B)	(8,002.16)	(9,183.78)		55.45	589.82		(9.23)	545.44	0.14
Particulars	Total		INR	JPY		EURO		USD	MUR
As at 31 March 2023
Financial assets
Cash and cash equivalents	169.92		169.92
Loans and advances	208.20		208.20
Other cunent financial assets	199.25		199,25
Trade and other receivables	1,889.51		1,159.55		5.20	700.00		24.76
Other Non-current financial asset	629.82		71.72						558.10

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BATUBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 2024

Particulars	Total	INR	JPY	EURO	USD	MUR
Exposure for assets (A)	3,096.70	1,808.64	5.20	700.00	24.76	558.10
Financial liabilities
Long term borrowings	5,518.71	5,518.71
Short term borrowings	1,215.08	1,216.08
Trade and other payables	2,118.72	2,118.72
Other Current financial liabilities	2,072.08	2,034.50		37.58
Other Non-Current financial Liabilities	524.57	524,57
Exposure for liabilities (B)	11.449.16	11,411.58		37.58
Net exposure (A-B)	(8,352.46)	(9,602.94)	5.20	662.42	24.76	558.10

Sensitivity analysis;

A reasonably possible change in foreign exchange rate by 4% would have increased or decreased impact on Profit / (Loss) (before tax) as below:

Particulars	For the year 31 March	ended 2024	(Rs in For the year 31 March	Lakhs) ended 2023
Movement in exchange rate	4%		4%
Impact on profit and loss
JPY- INR		2.22		0.21
EURO-INR		23.59		26.50
USD-INR		0.37		0.99
MUR-INR				21.20
CAD-INR		21.08
GBP-INR		0.01

NOTE. 30:

DISCLOSURE RELATING TO REVENUE FROM CONTRACT-

a) Disaggregation of revenue Into Customer Categories and Geographical areas for the vear ended 31* March 2024;

Revenue disaggregation by industry vertical is as follows;

Industry Vertical	Year Ended	(Rs. In Lakhs Year Ended
	31st March 2024	31st March 2023
Machine Tools Textile Engineering Others	7,634.32 11,838.05 87.70	6,545.35 12.872.44 67.68
Total Rs.	19,560.07	19.485.47 t

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BATUBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31* MARCH 2024

Revenue disaggregation by geography is as follows:

			(Rs. In Lakhs)
	Geography	Year Ended	Year Ended
		31st March 2024	31st March 2023
India		17.544,58	17.511.47
Foreign		2,015.49	1.974.00
	Total Rs.	19.S60.07	19,485.47

b> Performance Obligation under contract with customers:

Performance obligations are satisfied at the point of time when the customer obtains the control of the goods. Ail the unsatisfied performance obligations as at SI* March 2024 which are part of contract is expected to be completed within duration of one year.

NOTE 31!

CAPITAL MANAGEMENT?

For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves. The primary objective of the Company’ s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.

			(Rs. In Lakhs)
	Particulars	31st March 2024	31st March 2023
Loans and Borrowings Trade Payables		7,097.28 2,566.49	6,733.79 2.118.72
Other Financial Less Cash and	Liabilities Cash Equivalents	2,258.46 62.66	2,596.65 169.92
Net Debts Equity Capital and net	debt	11,859.57 12,518.14 24,377.71	11,279.24 11,986.75 23.265.99
Gearing ratio		49%	48%

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BATUBOl UMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31^ MARCH 2024

NOTE 32:

DISCLOSURE FOR PROVISIONS:

The aforesaid provisions are made for warranty cover related to goods sold and jobs executed (Refer Note 15.4):

er Note 15.4)
					(Rs. In Lakhs)
Provisions	Opening Amount	Additional provision	Amount utili ed	Amount reversed	Closing balance
2023-24	63.77	8.94		5.88	56.83
2022-23	43.70	10.13		0.05	53.78

NOTE 33

EMPLOYEES STOCK OPTION PLAN fFSOPI-

Pursuant to the resolution passed in the extra ordinary general meeting in the year 2011-12, the Company has reversed 28,68,255 options to the eligible employees of the Company and its subsidiaries under the Employees Stock Option Scheme. Summary of stock options as on 31* March 2024 is as follows-

Name of Plan	Number of Options	Exercise Price
ESOP 2011-12-Phase 1	10,00,000	Rs. 15.75
ESOP 2012-13-Phase2	1,00,000	Rs. 15.75
ESOP 2014-15-Phase 3	3,50,000	Rs. 15.75
ESOP 2015-16-Phase 4	2,50,000	Rs. 15.75
ESOP 2017-18-Phase 5	1,00,000	Rs. 15.75
ESOP 2018-19-Phases	4,50,000	Rs. 15.75
ESOP 2022-23 - Phase 7	8,30,000	Rs. 45.00
ESOP 2023-24 - Phase 8	25,000	Rs. 45.00
ESOP 2023-24 - Phase 9	50,000	Rs. 55.00

Number and weighted average exercise prices of stock options for each of the following groups of options -


Number and weighted average exercise prices of stock options for each of the following groups of options -	Number of Options		Weighted Average Exercise Price (In Rs.)
	2023-24	2022-23	2023-24	2022-23
- Outstanding at the beginning of the year	10,40,003	4,45,000	15.75	15.75
- Granted during the year	75,000	8,30,000	51.67	45.00
- Forfeited/Lapsed during the year	50,000	64,999
- Exercised during the Year	1,60,003	1.69,998
- Outstanding at the end of the Year	9.05,000	10,40,003	45.55	39.09
- Exercisable at the end of the Year		1,09,999	15.75	15.75
Number of Option Vested during the Year	1,00,001	108,333
Total number of shares arising as a result of exercise		1,60,003	Shares

5.16.f

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BATUBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31® MARCH 2024

Money realised by exercise of options (Rs.) 25.20 Lakhs For stock options exercised during the period the 1,60,003 options were exercised during the weighted average share price at the date of exercise. If year at the rate Rs. 15.75 per option options were exercised on a regular basis throughout the period, the weighted average share price during the period. (Rs.) For stock options outstanding at the end of the period, Range of exercise Weighted average the range of exercise prices and weighted average Prices (Rs.) contractual life remaining contractual life (vesting period + exercise (Years) period). If the range of the exercise prices is wide, the outstanding of those options should be divided into ranges that are meaningful for assessing the number and timing of additional shares that may be issued and cash that may be received upon exercise of those options. 2023-24 2022-23 2023-24 2022-23

ESOP 2022-23 - Phase 7 45.00 45.00 7.87 8.87

ESOP 2023-24 - Phase 8 45.00 8.16 ESOP 2023-24 - Phase 9 55.00 8.47 For liabilities arising from employee share-based Carrying amount as at 31“ March 2024 -

payment plans Rs. 50.17 lakhs

Total carrying amount at the end of the period (31“ March 2023 - Rs. 23.36 Ukhs) - Total intrinsic value at the end to the period for which No cash settled awards given out the right of the employee to cash or other assets had vested by the end of the period. Diluted earnings per share (EPS) pursuant to issue of Rs. 1.67 Basic Earnings per share

shares on exercise of option. (P.Y. Rs. 2.98) Rs. 1.64 Oiiut^ Earnings per share (P.Y. Rs. 2.901

6,66,f 3.41.(

NOTE 34 LEASES: Set out below are the carrying amounts of lease labilities and the movement

(in Rs. Lakhs! Particulars 2023-24 2022-23 Opening Balance 131.22 191.95 Additions/Modifications 199.94 1.91 Interest on Lease Liabilities 29.18 17.98 Repayments (92.06) (80.62) Closing balance 268.28 131.22 Current 54.60 47.88 Non-Current 213.68 83.34 Total 268.28 131.22

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BATUBOl UIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31* MARCH 2024

The maturity analysis of undiscounted lease liabilities are as follows;

The maturity analysi	s of undiscounted lease liabili	tiesare as follows
Less than 1 year 1 to 5 years More than 5 years	Particulars	2023-24 63.59 206.05 115.21	(in Rs. Lakhs 2022-23 60.74 97.83
Total		404.85	158.57

The following amounts are recogniz ed in the Statement of Profit and Loss:

Particulars Depreciation expense on riaht-of-use asset (Note 6) Interest expense on lease liability (Note 201 Expense relating to short term leases including service charges (included in other expense as rent)	2023-24 71.34 29.18 16.84	(in Rs. Lakhs 2022-23 63.75 17.98 22.42
Total	117.36	104.15

The Company had total cash outflows for leases of Rs. 92.06 Lakhs (PY Rs 80 62 Lakhs) (excluding interest) for the year ended 31 March 2024. The Company did not have any non-cash additions to right-of-use assets and lease liabilities for the year end^ 31 March 2024 Further there are no future cash outflows relating to leases that have not yet commenced.

The Lease agreement of corporate office of the Company with Bharat Line Limited has been expired during the year and the execution of the renewed agreement is in process the renewal of the lease agreement is certain, the lease tenure and escalation has been estimated by the Company based on the same terms of the previous years agreement and accordingly Right to Use asset and corresponding lease liability has been recognised.

NOTE 3S

Audit, Legal and Professional Charges (excluding Service Tax/ GST) shown under other (Note 21), includes the following payments to auditors:

expenses

a) Audit Fees	Particulars	2023-24 15.68	Rs. (In Lakhs) 2022-23 15.68
b) Certification		4.52	4.92
Total		20.20	20.60

\ _ 1*

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BATLIBOl UMiTED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31® MARCH 2024

NOTE 36

Reconciliation between opening and closing balance In the Balance Sheet for liabilities arising from financing activities as required by Ind AS 7 “ Statement of Cash Flovirs'’ Is as under

arising from financing under	activities as req	uired by IndAS 7	Stateme	nt of Cas	h Flovirs' Is as
					(Rs. In Lakhs)
Particulars		31st March 2024		31st	March 2023
Cash and Cash Equivalents			62.66		169.92
Non-Current Borrowings	(including interest)		(5,080.52)		(5,613.75)
Current Borrowings (including interest)			(2,114.38)		(1,215.08)
Net Debt			(7,132.24)		(6,658.91)
					(Rs. In Lakhs)
Particulars	Other Assets	Liabilities from financing activities			Total
	Cash and	Non - Current	Current
	Bank Balance	Borrowings	Borrowings
Net Debts as at 31st March 2023	169.92	(5,613.75)	(1,215.08)		(6,658.91)
Cash Flows	(107.26)	489.70		(899.30)	(516.86)
Interest Expense		(26.65)		(298.64)	(325.29)
Interest Paid		24.07		298.64	322.71
Other non-cash
movements -
� ��		46.11			46.11
Net Debts as at 31st March 2024	62.66	(5,080.52)	(2,114.38)		(7132.24)
					(Rs. In Lakhs)
Particulars	Other Assets	Liabilities from financing activities			Total
	Cash and	Non - Current	Current
	Bank Balance	Borrowings	Borrowings
Net Debts as at 31st March 2022	8.47	(3,687.01)	(3,019.70)		(6,698.24)
Cash Flows	161.45	(1,986.90)		1,810.76	(14.69)
Interest Expense		(24.08)		(349.79)	(373.87)
Interest Paid		19.84		343.65	363.49
Other non-cash
movements -
� ��		64.40			64.40
Net Debts as at 31st March 2023	169.92	(5,613.75)	(1,215.08)		(6,658.91)

J ��

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BATUBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 2024

NOTE 37:

During the year, the Company has filed the draft scheme of Amalgamation between Batliboi Environment Engineering Limited and the Company which was approved by Board of Directors on 1 March 2024, Subsequently process for seeking approval to the scheme of amalgamation from the regulatory authorities is in process. Accordingly, the Company has filed an application to obtain no objection certificate(NOC) from the stock exchange i.e; Bombay Stock Exchange(BSE).

NOTE 38:

The Company at the Extra Ordinary General Meeting held on 29'" March 2024 has approved issue of upto 56,14,000 equity shares on preferential basis. The Company has received application money during the month of April 2024. The Company has allotted 52,64,000 equity shares at an issue price Rs. 113.50 per share on 12' ’ April 2024. Further, the Company has received listing approval of the above-mentioned shares on S'" May 2024 and trading approval on 24' ' May 2024 from the stock exchange I.e; BSE.

NOTE 39!

CORPORATE SOCIAL RESPONSIBIIITY fCSRIr

The provisions of Section 135 of Companies Act. 2013 became applicable to the Company from I" April 2023. However, the gross amount required to be spent by the Company during the year was Rs. Nil Lakhs, as the average net profit of the Company for the three immediately preceding financial years was net loss of Rs. (109.93 Lakhs). Hence the disclosures required to be made in respect of CSR expenditure is not applicable for the year ended 31* March 2024.

NOTE 4Q:

ADDITIONAL REGULATORY DISCLOSURES:

i) a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“ Intermediaries" ) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries),
b) The Company has not received any fund from any party(s) (Funding Party) with the
understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“ Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(i) For the year ended 31st March 2024, there are no instances of transactions not recorded in the books of account, which have been surrendered or disclosed as income in the tax assessments under the Income TaxAct, 1961 (43of1961).

iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the

year.

iv) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules. 2017.

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BATLIBOl UMITEO

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31* MARCH 2024

v) The Company has not undertaken any transactions with companies struck off under section 248 of Companies Act, 2013 or section 560 of the Companies Act. 1956.

vi) There is no charge form filed beyond the statutory satisfaction with Registrar of Companies. period for registration of charges or

vii)The Company has not granted any loans or advances in the nature of loans to its promoters, directors, Key Managerial Personnel's and the related parties, either severally or jointly with any other person, that are repayable on demand and/or without specifying any terms or period of repayment.

Vi- CHIT^

.cs co

MUMS, ?

OACC^

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)

BATLIBOI LIMiTED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31^ MARCH 2024

viii) Analytical Ratios:

Ratio	Numerator		Denominator	As at	As at	%	Reason for
				31 t March	3l8t March	Variance	Variance for
				2024	2023		more than 25%
(a) Current Ratio	Total Current Assets		Totai Current Liabilities	0.80	0.74	7.32%	NA
(in times)
(b) Debt-Equity Ratio	Total Debt and lease		Total Equity	0.59	0.57	2.74%	NA
(in times)	liabilities
(c) Debt Service Coverage Ratio (in times)	Earning Service after taxes Non-cash for Debt Net Profit		Debt Service - Interest and lease payments principal repayments	2.67	3.52	(24.26%)	NA
	operating expenses Interest other non-
	cash adjustments
(d) Return on Equity	Net Profit after tax		Average Total Equity	3.95%	7.42%	(46.76%)	Note 1
Ratio (in %)
(e) Inventory	Sales of Products		Average Inventory	9.18	8.47	8.35%	NA
Turnover Ratio
(in times)
(f) Trade Receivables	Revenue	from	Average Accounts	8.10	11.43	(29.09%)	Note 2
turnover ratio	rendering of operations		Receivable
(in times)
(g) Trade payables	Purchases		Average Trade Payables	4.98	5.11	(2.65%)	NA
ratio turnover
(in times)
(h) Net capital ratio turnover	Revenue rendering of operations from		Average working capital (i.e. Total current assets	(14.77)	(6.65)	122.03%	Note 3
(in times)			less Total cunent
			liabilities)
(i) Net profit ratio	Net Profit after tax		Revenue from rendering	2.48%	4.40%	(43.69%)	Note 1
(in %)			of operations
(j) Return on Capital employed (in %)	Profit before tax interest	and	Capital employed Net worth Total Debts liabilities Lease	5.35%	6.08%	(12.12%)	NA
			Deferred tax liabilities
							i

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BATLIBOI LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31* ^ MARCH 2024

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

Ratio Numerator Denominator As at As at % Reason for
31st March 3l8t March Variance Variance for
2024 2023 more than 25%
(k) Return on income generated from Average invested funds in 3.52% 6.46% (45.69%) Note 4
investment (in %) invested funds (Bank investments (Bank
Deposit) Deposits)
----- End of picture text -----

Notes:

Reduction in operating margin and profit due to increase in expenditures has resulted in variance of the respective ratios.
increase in revenue from operations and trade receivabies has resulted in variant.

increase in revenue from operations and improvement in working capitai position has resuited in variance.

Decrease in investment in Bank Deposits has resulted in reduction in the ratio.

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BATLtBOl LIMITED

NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 ST MARCH 2024

Note 41

Proposed Dividend on Equity and Preference Shares

The Board of Directors at its meeting held on 21^ May 2024, has proposed to declare final dividend ofRs. 0.50 per equity share(10%) and Rs. 1.00 per preference shares (1%) for the year ended 31* March 2024 (P.Y. Rs. Nil)).

NOTE 42:

EVENTS AFTER REPORTING DATE:

The Company has allotted 52.64.000 equity shares on preferential basis at an issue price of Rs. 113.50 per share (total amount received Rs. 5,974.64 Lakhs) on 12* ' April 2024 (Refer note 38 of these Ind AS Financial Statement). There have been no other significant events after the reporting date that require disclosure in these Ind AS financial statements.

NOTE 43:

Previous year's figures have been reclassified and classification and grouping.

re grouped to confirm to cunent years

Signature on notes on accounts

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W

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For and on behalf of the Board of Directors
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.
MUMBAI p
Sa^ iv Josh! ^ �
Managing Director
DIN No. 08938810
Pooja Sawant
Company Secretary
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NInnal Bhogilal
Mi-CH/r Chairman
DIN No. 00173168
o
o MUMBAI .
(NIsha Yadav) Ghanshyam Chechani
Partner
M.No.135775
Place: Mumbai
Date: 27^ May 2024
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Ghanshyam Chechani
Chief Financial Officer
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/
/
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MUKUND M. CHITALE CO.

2nd Floor, Kapur House, Paranjape 6 Scheme Road No.1, Vile Parte (E). Mumbai 400057 T; 91 22 2663 3500 www-mmchitale.com

CHARTEREQ ACCOUNTANTS

INDEPENDENT AUDITOR’ S REPORT

To the Members of Batliboi Limited

Report on the Audit of the Consolidated Ind AS Financial Statements

Opinion

We have audited the Consolidated Ind AS financial statements of Batliboi Limited [ " the Holding Company" ) and its subsidiaries (the Company and its subsidiaries together referred to as " the Group” ), which comprise the Consolidated Balance Sheet as at 31® ' March 2024, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the year then ended, and notes to the Consolidated Ind AS financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Ind AS financial statements give the information required by the Companies Act, 2013 (" the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (" Ind AS" ) and other accounting principles generally accepted in India, of the Consolidated state of affairs of the Group as at 31* ' March, 2024, the Consolidated profit and consolidated total other comprehensive income. Consolidated changes in equity and its Consolidated cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit of the Consolidated Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’ s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Consolidated Ind AS financial statements under the provisions of the Companies Act, 2013 (" the Act" ) and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Consolidated Ind AS financial statements.

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MUKUND M. CHITALE CO.

CHARTERED ACCOUNTANTS

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Ind AS financial statements of the current year, These matters were addressed in the context of our audit of the Consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report which is based on audit procedures performed by us.

Sr. Key Audit Matter No.

1) Evaluation of Contingent Liabilities - The Holding Company has disclosed the contingent liability on account of sales tax, excise duty, TDS and claims not acknowledged as debts against the Holding Company relating to various business operations and human resource cases. The management has applied significant judgment to determine the possible outcome of these disputes and no provision relating to these liabilities has been taken in the Consolidated Ind AS financial statements as on 31^ March 2024.

Refer note 26 [ a) of the Consolidated Ind AS Financial Statements for disclosure of Contingent Liabilities.

Auditor's Response

Our Audit approach:

a) Evaluated the design and tested the operating effectiveness of the relevant controls, through combination of procedures involving inquiry and observation, reperformance and inspection of evidence in respect of operation of these controls to assess how the Holding Company monitors the disputed tax liabilities, court cases, related developments and their assessment of the potential impact on the Holding Company.

b) For uncertain disputed taxes and court cases, obtained details of tax assessments, appeal order, court status, court orders and demands from management of the Holding Company.

c) Evaluated the Holding Company management’ s underlying assumptions of the validity and adequacy of provisions for uncertain disputed taxes, court cases and evaluating the basis of determination of the possible outcome of the

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disputes. Also considered legal precedence and other rulings and read, where applicable, external advice sought by the Holding Company for these uncertain disputed taxes, court cases and reviewed related correspondence in evaluating management’ s position on these uncertain disputed taxes and court cases.

4. Information other than the Consolidated Ind AS financial statements and Auditor's report thereon

The Holding Company’ s Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report, Corporate Governance Report and Management Discussion and Analysis, but does not include the Consolidated Ind AS financial statements and our auditor’ s report thereon. The Annual report is expected to be made available to us after the date of this auditor’ s report.

Our opinion on the Consolidated Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Consolidated Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Consolidated Ind AS financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information included in the above reports, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance of the Holding Company and determine the actions under the applicable laws and regulations.

5. Responsibilities of Management and Those Charged with Governance for the Consolidated Ind AS Financial Statements

The Holding Company's Board of Directors is responsible for the matters stated in section 134[ 5) of the Act with respect to the preparation of these Consolidated Ind AS financial statements that give a true and fair view of the Consolidated financial position, Consolidated financial performance. Consolidated total comprehensive

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income, Consolidated changes in equity and Consolidated cash flows of the Group iin accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the Companies included in the Group are responsible for maintenance of the adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud

or error.

In preparing the Consolidated Ind AS financial statements, the respective Board of Directors of the Companies included in the Group are responsible for assessing the Group’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the Companies included in the Group are also responsible for overseeing the Company’ s financial reporting process.

6. Auditor’ s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’ s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standard on auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Ind AS financial statements.

As part of an audit in accordance with Standard on auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

� �� of the Consolidated Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

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misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

� �� to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143[ 3)(i) �� for expressing our opinion on whether the Holding Company, has adequate internal financial controls system in place and the operating effectiveness of such controls.

� �� management.

� �� whether a material uncertainty exists related to events or conditions �� on �� we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. �� report, However, future events or conditions may cause the Group to cease to continue as a going concern.

� �� content ofthe Consolidated Ind AS financial statements, including the disclosures, and whether the Consolidated Ind AS financial statements represent the underl3nng transactions and events in a manner that achieves fair presentation.

� �� the financial information of �� to express an opinion on the �� for the direction, supervision and performance of the audit of the Consolidated Ind AS financial statements of such entities included in the Consolidated Ind AS financial statements. For the other entitles included in the Consolidated Ind AS financial statements, which �� the direction, supervision and performance of the audits ��

We communicate with those charged with governance of the Holding Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit

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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Ind AS financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances , we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

We did not audit the financial statements and other financial information, in respect of two subsidiaries, whose financial statements and other financial information include excluding consolidation eliminations total assets of Rs. 9,031.20 Lakhs as at 31st March 2024; total revenues of Rs. 9,214.59 Lakhs, total proflt/(loss] after tax CnetJ of Rs. 531.05 Lakhs, total comprehensive income of Rs. 531.05Lakhs and net cash inflows of Rs. l,108.51Lakhs for the year ended 31st March 2024. These financial statements and other financial information have been audited by other auditors whose financial statements, other financial information and auditor's reports have been furnished to us.

Our opinion on the Consolidated Ind AS financial statements and our report on Other Legal and Regulatory requirements below is not modified in respect to our reliance on the work done and the reports of the other auditors.

We had relied on the unaudited interim financial statement of one subsidiary whose Interim financial statement/financial information excluding consolidation eliminations reflect total assets of Rs. Nil Lakhs, total revenue of Rs. Nil Lakhs, total net profit after tax (net) of Rs. 3,06 Lakhs, total comprehensive income of Rs. 3.06 Lakhs and net cash outflows of Rs. 13.30 Lakhs for the period ended 29th February 2024 as considered in the Consolidated Ind AS Financial Statement. These financial statements are as approved by the Board of Directors of the said subsidiary have been furnished to us by the management and our report in so far as it relates to the amount included in respect of the said subsidiary is based solely on such approved unaudited financial statements. This subsidiary is undergoing voluntary liquidation process on and consequently the shares of the two stepdown subsidiaries of the Holding Company, earlier held in the name by this subsidiary have been transferred to the

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Holding Company on 28* July 2023 (Refer Note 42 of the Consolidated Ind AS Financial Statement] .

Our opinion on the Consolidated Ind AS financial statements is not modified in respect of the above matter with respect to our reliance on the financial statements/financial information certified by the management.

Report on Other Legal and Regulatory Requirements
- As required by the Companies (Auditor's Report) Order, 2020 (" the Order" ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the 'Annexure A' a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditor on separate financial statement of subsidiary companies, as noted in the 'Other Matter’ paragraph, we report to the extent applicable that:
- a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our
- audit of Consolidated Ind AS financial statements,
- b. In our opinion, proper books of account as required by law relating to
- preparation of the aforesaid Consolidated Ind AS financial statements have been kept so far as appears from our examination of those books and the reports of the other auditor,
- c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this report are in agreement with the relevant books of account maintained for preparation of Consolidated Ind AS Financial Statements,
- d. In our opinion, the aforesaid Consolidated Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
- e. On the basis of the written representations received from the directors of the Holding Company as on 31« March 2024 taken on record by the board of directors of the Holding Company, none of the Directors are disqualified as on 31« March 2024, from being appointed as a director in terms of sub-section 2 of Section 164 of the Act. According to information and explanations provided

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to US, sub-section 2 of section 164 of the Act is not applicable to subsidiary companies as these are not incorporated in India,

f. With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and the operating effectiveness of such controls, refer to our separate Report in 'Annexure B'. According to information and explanations provided to us, clause CO sub-section 3 of section 143 of the Act is not applicable to subsidiary companies as these are not incorporated in India.
g. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197C16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Holding Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries, as noted in the 'Other matter' paragraph;
The Group has disclosed the impact of pending litigations on its financial position in its Consolidated Ind AS financial statements - Refer Note 26 (a) to the Consolidated Ind AS financial statements:
The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India.
IV. (a) The Management has represented that no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company to or in any other person(s) or entity(ies), including foreign entities (" Intermediaries" ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (" Ultimate Beneficiaries" ) or provide any guarantee, security

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or the like on behalf of the Ultimate Beneficiaries. Reporting under Rule life] is not applicable to any of the Subsidiary Companies in the Group as they are incorporated outside India hence reporting under the said clause has been given only with respect to the Holding Company. (Refer Note 45(i} (a) to Consolidated Ind AS financial statements] ;

(b) The Management has represented that no funds have been received by the Company from any personfs] or entityfies] , including foreign entities (" Funding Parties’ ’ ] , with the understanding, whether recorded in writing or otherwise, that the Holding Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (" Ultimate Beneficiaries" or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Reporting under Rule life] is not applicable to any of the Subsidiary Companies in the Group as they are incorporated outside India hence reporting under the said clause has been given only with respect to the Holding Company. (Refer Note 45(i] (b] to Consolidated Ind AS financial statements] ; and

(c] Based on audit procedures that have been considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause (i] and (ii] of Rule life] , as provided under (a) and fb] above, contain any material misstatement

V. The Board of Directors of the Holding Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable,

VIi. Based on our examination which included test checks, the Holding Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log] facility and the same has operated throughout the year for all relevant transactions recorded in the software, Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Reporting under Rule ll(f] is not applicable to any of the Subsidiary Companies in the Group as they are incorporated outside India hence reporting under the said clause has been given only with respect to the Holding Company.

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Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1« April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31* March 2024.

Place: Mumbai Date: 27* May 2024

For Mukund M. Chitale & Co Chartered Accountant Firm Reg. No. 106655W (Nisha Yadav) M. No.-135775 Partner UDIN - 24135775BKHQPY7132

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Annexure A to the Independent Auditor's Report

Annexure referred to in para 8[ i) to the Independent Auditor’ s Report of even date to the members of Batliboi Limited on the Consolidated Ind AS financial statements for the year ended 31^ March 2024.

(xxi) According to the information and explanations given to us and based on our examination of the records of the Holding Company, the Order is not applicable to the subsidiaries of the Holding Company as none of the subsidiaries are incorporated in India and hence the paragraph 3 [ xxi] of the Order is not applicable to the Group.

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W

Place: Mumbai

Date: 27rt' May 2024

(Nisha Yadav] Partner M.No. 135775 UDIN - 24135775BKHQPY7132

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Annexure B to the Independent Auditor's Report

Annexure referred to in para 8(ii)(0 to the Independent Auditor’ s Report of even date to the members of Batliboi Limited on the Consolidated Ind AS financial statements for the year ended 31® ' March 2024.

Report on the Internal Financial Control under Clause (0 of Sub-section 3 of Section 143 of the Companies Act, 2013 (" the Act" )

Opinion

We have audited the internal financial controls over financial reporting of Batliboi Limited (" the Holding Company" ), as of 31® ' March 2024 in conjunction with our audit of the Consolidated Ind AS financial statements for the year ended on that date.

In our opinion the Holding Company which is incorporated in India, has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31® ' March, 2024, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Management’ s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective group's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

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Auditors' Responsibility

Our responsibility is to express an opinion on the Company’ s internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting [ the Guidance Note" ] and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143[ 10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’ s judgement, including the assessment of the risks of material misstatement of the Consolidated Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Consolidated Ind AS financial statements in accordance with generally

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accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable

regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have a material effect on the Consolidated Ind AS financial statements

Inherent LImitaUons of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of Internal financial controls over financial reporting mcludmg the possibility of collusion or improper management override of controls, material mjta ements due to error or fraud may occur and not be detected. Also, pro| ectlons of any evaluation of the internal financial controls over subject to the risk that the internal financial control financial reporting to future periods are over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W

Place: Mumbai Date: 27tf' May 2024

[ Nisha Yadav] Partner M. No. 135775 UDIN - 24135775BKHQPY7132

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BATUBOi LIMITED
CmSOUDATED BUANCE SHEET AS AT StST MARCH, 2024
IRaHiLHIw
PBrOculart NON AfU A« l
ASSETS
1 Hon-curTBnt bums
(a) Propsny. Plsnl and Eqiipmsnl 7 1B.24S.08 10.121.OS
(b) l^ ilal wori^ fvprogfus 7 K.92 23.10
(c) Right of uu asaets 8 248.46 117.87
(0) ether IntangiUB ssssu 7 17.74 15.10
(a) Firtanoal Aiuls
inveBlmenlB S.OO 500
ii. riBde receivsbiBB 10.1 228.06 287.27
is. Loans 10.2 0.04
(0 Other norxirram esseU 10.3 .66 86.72
Total Hon current Assals 19.8SS.42 1581518
2 Current Bsseia
(a) Invantonej 11.1 4.820.28 3.32534
lb) Fnanaal AsutB
Trade laceivaMes 11.2 3.748.13 315551
Cash and cash eqmvalants 11.3 1.455.62 463.75
IH. Bank balances other than < li) above 11.4 66.48 19925
tv. Loans 12.1 051
V. Othafs Current Assets 122 529.14 304J77
(e) Current Tai Asoets (Hat)
a| Oltrer current assets
Total current Assets 10.33586 7.464.43
3 Nan CurrsM AssM HeM tor SMa 13 1,779.39 1.779.39
TolBl Auets 31.987.66 28460.00
EQUmrANDUABIU^ ES
'I Eguity
(a) Equity Shora eagital 131 1.45229 1.44429
(6) Other Equity 14.2 13.157.78 12.172.80
Totol^ E^ u^ 1361506 13417.09
LIABILITIES
2 Non^ urrent tlebUHtes
(a| Financial Liabiliues
Borrowings 15.1 5.578.77 512570
s. Lease Labificea 36 21348 8334
M. rra« payables
(a) Total outstanding dues of inicio 15.2 518 1501
antaiprisas and smal antarprisas
| P) Total outstanding dues ol aatOtors other 152 11387 14561
than micro anterpriMS and small enlarprisas
iv. Other financial bUllltlas 15.3 9504 95.04
(b) Provisions 15.4 407.10 37531
(C) Dalerrad tax liabilities (Net) 16 1.534.74 1.25551
W) Other norKurrenl kabstias 15.5 306.45 345.20
Total NoiKurrent llabitttlea 6.255.93 6.44372
3 Currant liabMItMs
(a) Rnandal Liabaties
Borrowings 17.1 2.13421 1.235.56
ii. Lease Liuittias 36 54.80 47.86
III. Trade payablas
(a) Tout outstartfng dun of raloo 172 31272 584.65
sntaipnsas and smal artarprlses
[ b) ToMI ojtstandaig dues ol credllors Mhsr 172 3.067.40 2204.62
than iniGfO enlarprtsaa and ainai enlaipnan
(b) Other currant Habillies 17,3 2,614.37 2,444.68
(C) Provisians 17.4 320.97 227.32
Ciarant Tax UeblliUn (Net) 17.5 117.41 44.16
ToW Current ItoWBtlw .121.67 .75< .19
Tota^ guttj^ n^ UttjWet 31.M7.66
The accoa^ janyr^ gnotMnarinteTilparlPflheConKWaMInctASnnancialSWm [ems]
per our report of even dele
For Muluind M. Chlialt 4 CO. For end Oh BahaH of the Board of DIreciera
Chartered Acccurfianta / 0
Frm Rep. NO ' lOeeSSW
WRMAL BHOGILAL
Chairman
DIN No. OOlTSiee DIN No. 08936810
NI8HA TADAV MUMBAI * '^ HAHSHYAM POOIASAVfANT
(Pannar) CrvefFlnatKtatOfllear Company Saoatafy
M. No. 135775
Placa Mumbai
Daie: 271h May2024
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BATUBOlUMITEO
COKSOLIDATEO STATEMENT OF PROFfT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2024
jRsJnJjkhs
Particulars Notes Year Ended Year Ended
31-Mar-24 31-Mar-23
INCOME
I Revenue From OperaUons IS 28,639,17 26,383.20
II Other Income 19 607.30 463.85
III Total Income IH-II) 29.246.47 25.836.811
IV EX PENSES
Cost of materials consumed 20.1 12.509.29 9,840.52
PurcStases of Stock-in-Trada 20.2 5,083.74 6,421.77
Changes in inventories of finished goods, Stoek-in � 20.3 (955.30) 27,64
Trade and work-in-progress
Employee benefits expense 21 5.339.83 4,241.83
Finance costs 22 465.02 622.29
Depreciation and amortiz ation expense 7& 6 401.37 416.96
Other expenses 23 4.988.35 4.255.86
Total expenses IIVl 27.852.10t 24.726.871
V Profit/(toBs) before exception^ Kama and tax 1,394J7 1,109.94
VI Exceptional Kerns
VII ProfRfdoss) before tax (V-VI) 1.39447 1,10944
VIII Tax expense;
(1) Current tax (192.36) (77.93)
(2) Deferred tax credit / (charge) 16 (278.67) 35.37
(3) Mat Credit utiliz ed/(r8ver8ed) P.OO) (11,43)
IX Profit (Loss) for the year tVII-VIIII 916.34 1.055.95
Dther Comnrehenalve Income
A (I) Items that will not be reclassified to profit or loss
Actuarial gain/(loss) on employee defined benefits (28.74) 11.17
(ii) Income tax relating to Items wW rxK be 16 7.44 (3-11)
reclassified to profit or loss
B (i) Items that will be reclassified to profit or loss
Effects of changes In rates of foreign currency 16.40 (22.84)
monetary Items
I Total Comprehensive Income for the yeer 913v44 1,041.17
(Comprising Profit (Loss) end Other Comprehensive
Income for theveerl
III Earnings per equity share: 30
(1) Ba^ 3.16 3.67
(21 Diluted 3.11 3.57
The accompanying notes are an Integra part of the Consolidated Ind AS Financial Statements
As per our report erf even date
For Mukund M. ChKale & CO. For and On Behalf of the Board of Directors
Chartered Accountants
Firm Reg. No: 1CI6655W 0
NIRMAL 8H0GILAL SANJiyjOSHI
Chairman Managing Director
DIN No. 00173168 DIN No. 08938610
NISHA YADAV GHANSHYAM CHECHANi POOJA SAWANT
(Partfter) Chief Financial Officer Company Secretary
M. Na 135775
Place : Mumbai
Date : 27in May 2024
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1,435.79 6.50 1,444.29 6.00 1,452.29 Total 11,114.69 1,055.95 (1.34) 36.03 (17.75) T8)(1< 12,172.60 916.34 41.19 31.58 (14.37) 13.12 (290: 13,157.76 SI
Amounts
(R8. In Lakhsi (Rs.ln Lakhs) y
Note 14.1 9,086.10 1,055.95 10,142,05 916.34 11,058.39 iIjI joshi
Retained Earnings
SX Managing Director POOJA SAWANT Company Secretaiy
-"
(6.45) 8.06 1.61 (19.30) (17-69)
Others
164.43 (22.84) 161.59 13.12 16.40 191.11
Other Comprehensive Income Foreign Currency Translation Reserves HMSHYAM CHECtUM
NIRMAL BHOGILAL Chairman DIN No. 00173168 Q Chief Rnandal Officer
L For and On Behalf of Ore Board of Directors /
63.06 63.06 63.05
Reserve
42.45 (1.34) (17.75) 23.36 41.19 (14,37) 50.18
Reserves a d Surplus Employee InvestmentStock Option Allowance Reserve
1,162.92 1,162.92 1,162.92
General Reserve
396.59 36.03 432.62 31.56 464.20
Particulars Securities Premium
160.60 160.60 160.60
YEAR ENDED 31ST MARCH, 2024
Capital Reserve
Redemption
25.00 25.00 25.00
Consolidated Ind AS Financial Statements
Capital Reserve
Loss
wiUMCAl f/s
CO.
Particulars
8ATUB0I UMITED CONSOUDATED STATEMENT OF CHANGES IN EQUITY FOR THE A) Equity Share Capital As at 1st April 2Q22 Changes in Equity Share capital flurlng the year As at 3l5t March 2023 Changes in Equity Share capital during the year As at 31st Mar 2024 B) Other Equity As at 1st April 2022 Profll I (Loss) tor (tie year Accrual of Employee Compensation cost Premium on equity shares issued under ESOP Scheme during the year Exercise of Options under ESOP Scheme Total Comprehensive Income for the year As at 31 St March 2023 Profit / (Loss) for the year Accnjal ot Employee Compensation cost Premium on equity shares issued under ESOP Scheme during the year Exercise of Options under ESOP Scheme Redassified to Staterrwnt of Profit & Total Comprehensive Income for the year As at 31st March 2024 The accompanying notes ate an Integral part of the As per our report of even date For Mukund M. Chitale & Chartered Accountants Firm Reg. No: 10665SW NISHA YADAV (Partner) M. No. 135775 Place: Mumbai Date : 27th May 2024
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SATUBOILTD.
CONSOUDATED STATEMENT OF CASH FLOWS FOR THE YEAR BAEO SlST MARCH, 2034
m> . tn LAkhtl
Pvtieulwv TMrEndMl YmtErM
314» af> 34 SI-Mar-ZS
I. CASH FLOW ^ SINO FROM OPBU7WG ACTIVITIES:
fM Proffl / < L« tt) BAfort Tax 1,394.37
AM buck:
a) Oapredation 401.38 416.96
b) tniafHt Expensa 371.96 411.91
intaratt on Laasa UabibbM 29.18 17.98
4) Loss on SaM/DispOMl ^ Proparty, Rant and Equlpmanf i 0.10
a} BadOabts 3a44 383.77
0 Prpviiton for Doubtful OabtaMdvancaa 14.35 27.70
g} Qratmty and Laava Encashment Provision 4^ 1 90.49
h) Foreign Exchange Loss 1(M0
I) Foreign Currency trenMafionmervaradassned to pnfN end toes on 13,12
bouidabon of subsWary
i) Invasanams written off 0.27
IQ Employee Stock OpOon ReaervaReversal of SEIS EniMemeni recoverable 41.18 m.25 113^12^ 1,360.10
Deduct;
a) Interest Income 80.30 ia.62
b) ProAlonSaleofPrDparty, Ptamer^ EquipmenTs 24.93 0.2$
c) Reversal of Provision tor Do« Mul DaOtt 1122 210.27
d) Foreign Exchange Gain 61.98
a) Unclaimed Credit Balances Mittan Back 399.27 468.72 35.68 321.70
Operating Preftt Before Working Cepitel ChaAgea 1,994.90 2,148.34
Add/Deduct
a) Decrease/(Increase) in Invantones (1191.93) 94.48
b) Decrease/(Increase) in Trade RecelvaHes and Advances (688.63) (1370.04)
c) Oacrease/(tncreese) In Other Cunent Assets (217.88) 71.06
Inereese/(Decreese) in Trade and Other Payable 982.18 (1038.2e> 1983.33)
666.62 185.01
Income Taxes (PaidV Refund received (119.10) (70.92)
Net Cash Irfftew / (Outflow) from Operadons iA) 749.61 94.09
I. CASH FLOW ARISmO FROM INVESTING ACTMUES:
a) Intarest Income 80.30 13.82
b) Precaads from Sale of Property, Plant aid Eqiipmanfs 37.ee 6.40
c) AcqusHun of Property. Plent and EquIpmenfs (S13.54) (207A3)
d) Investments wnttan off (027)
a) Decrease/ (Increase) in Bank Deposits 113.76 (311.461 (302.84)
NM Cnn Inflow! (Outflew) In Ceun, of InvooUng Aniwttio^ BI (302841
la CASH FLOW ARISING FROM FINANCING ACWnES:
s) RrocoMs from kssu. of Equity ShaiM unOiK ESOP Schomo 25.20 28.77
b) Pmcoed, IrorrU (Repayment of) In Long Term Sorrowing, 66.84 i.rag.77
c) Proceed, from/ (Repayment of) m Srnil Term Bonowing, (1.800.76)
d] Payment of Leise LiablMiea (Including mnmsi on Mae lUiMe,) (92.05) (80.62)
e) tntereet PeiO 074.56) 554.04 1401.51) (498.36)
Nat Cash MlewffOuMowl In Courao of FkiMdim AoBvWloe (C) 55484 W9M51
Not InenetoflOoeiwiH) In CoMCaeh EquNaleiM IA.B.C) 662.68 (76513)
Add: CaMvCeah Equiveleraef me beginning of the yea, 483.75 1,16588
CaehfCaah Equivalent at die end of the year 1.45591 48575
Conalats of;
Caen in Hand 1.30 3.8S
Bank Balance 1.454.52 48010
Ctoebig CmH a tfw end of the yaar 2^ 582 48578
NoU-1
A, teqmred By Ind AS 7 " Saiamanl of CaMi Fkya« . leconcjUallon BaMean opening and doalng Balances In me Conadldalacl Balanca Snael
lor laBBlia, anamg from Bnanang aclIvMaa It gIvtA In nets 38 ol me Conscddalad bid AS Fnancial Sialemanta.
The accomganybig note, are an iHagrel pan of the ConaoddaM Ind AS Financial Statement,
A, par ore rapon of even date
For Mukund H. Ctiitab, A CO. For and On Behalf of me Board of
Chwtsrsd Accountants
Firm Rag. No; l06a66W
NRMALBHO^ LAL SAI
Chairman Managtr)! ( rscWr
CHN No. 00173188 DIN No. » 3a8i0
NiSHA YAOAV(Pannar) MUMBAI �� Chief Fmaficial OflfcarAN8HYAM CHECHAM POOJA8AWANTCompwiy Sacralwy
M.No. 13877$
Plaea: Mumbai ��
Data 27ft Mav 2024
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BATLIBOI LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note No. 1

Company Overview

Batliboi Ltd (the Holding Company) and its subsidiaries (coilectively referred to as Ihe Group" ), is engaged in manufacturing and trading of machine tooi and textile engineering machines. The Holding Company is a pubiic iimited company incorporated and domiciled in india and has its registered office at Bharat House. 5'^ Fioor, 104 B. S. Marg, Fort, Mumbai 400001. The Hoiding Company’ s shares are listed on Bombay Stock Exchange (BSE).

The Board of Directors of Hoiding Company approved the Consoiidated ind AS Financial Statement for the year ended 31“ March 2024 and authorised the issue on 27* ' May 2024.

Note No. 2

Basis for preparation and measurement

i. Basis of preparation:

The Consoiidated ind AS Financiai Statements are prepared in accordance with indian Accounting Standards (ind AS) notified under Section 133 of the Companies Act, 2013 (Act) read with Ruie 4A of Companies (Accounts) Second Amendment Ruies, 2015, Companies (Indian Accounting Standards) Ruies, 2015 and the other reievant provisions of Uie Act and Rules thereunder.

The material accounting policy information related to preparation of the Consolidated Ind AS Financial Statements have been given below,

ii. Basis of measurement:

The Consolidated Ind AS financial statements have been prepared on accrual basis and in accordance with historical cost convention basis, except for certain financial assets and financial liabilities which have been measured at fair value in accordance with Ind AS. All assets and liabilities are classified into current and non-current generally based on the nature of product/activities of the Group and the normal time between acquisition of assets/liabilities and their realisation/settlement in cash or cash equivalent. The Group has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

iii. Presentation of Consolidated Ind AS Financial Statements:

The Consolidated Balance Sheet, Consolidated Statement of Profit and Loss, Consolidated Statement of Changes in equity and Consolidated Statement of Cash Flows are prepared and presented in the format prescribed in the Schedule III to the Companies Act, 2013 (“ the Act” ). The disclosure requirements with respect to items in the Consolidated Balance Sheet and Consolidated Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the Consolidated Ind AS financial statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

iv. Functional and presentation Currency:

The Holding Company's presentation and functional currency is Indian Rupees (T) and all values are rounded off to the nearest lakhs (INR 00,000), except when otherwise indicated.

Note No. 3

Basis of Consolidation

Subsidiaries:

The Consolidated ind AS financial statements have been prepared on the following basis:

�� the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiary companies are fully consolidated from the date on which control is bansferred to the Group. They are deconsolidated from the date that control ceases.
�� do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the company.
�� for business combinations by the Group.
�� used in consolidation are drawn up to the same reporting date as of the Holding Company i.e. year ended 31st March 2024.

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BATLIBOt LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note No. 4

Business Combinations

The Holding Company accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in Consolidated Statement of Profit and Loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at the fair values at the acquisition date.

Purchase consideration paid in excess of the ^ ir values of net assets acquired is recognised as goodwill. Where ^ e fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve.

The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests’ proportionate share of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisi tion basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity of subsidiaries.

Business combinations arising from transfer of interests in entities that are under the common control are acxxsunted at historical cost. The difference between any (x> nsideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity are recorded in shareholders' equity.

Note No. 5

Use of Judgement, Assumptions and Estimates

The preparation of the Group’ s Consolidated Ind AS finandal statements requires management to make informed Judgements, reasonable assumptions and estimates that affect the amounts reported in the Consolidated Ind AS financial statements and notes thereto. Uncertainty about these could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in the future periods. These assumptions and estimates are reviewed periodically based on the most recently available information. Changes in accounting estimates are reflected in the Consolidated ind AS financial statements in the period in which changes are made and if material, their effects are disclosed in the notes to the Consolidated Ind AS financial statements.

In the assessment of the Holding Company, the most significant effects of use of judgments and/or estimates on the amounts recogniz ed in the Consolidated Ind AS financial statements relates to the following areas;

��
��

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Valuation of inventories;

Measurement of recoverable amounts of assets / cash-generating units;

Assets and obligations relating to employee benefits; Evaluation of recoverability of deferred tax assets; Leases;

Assets Held for Sale; and

Provisions and Contingencies.

Note No.6.1

MATERIAL ACCOUNTING POLICIES INFORMATION:

��
a) The cost of an item of property, plant and equipment is recogniz ed as an asset only if it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably,
b) Property, plant and equipment are stated at cost net of tax / duty credit availed, less accumulated depreciation and accumulated impairment losses, if any.
c) The initial cost of an asset comprises its purchase price or construction cost (including import duties and non-refundable taxes), any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by management, estimate of any decommissioning obligation (if any) and the applicable borrowing cost till the asset is ready for its intended use.
d) Subsequent expenditure is capitalised only if it is probable that the ^ ture economic benefits associated with the expenditure will flow to the Group,
e) Where the cost of a part of asset (“ asset component" ) is significant to total cost of the asset and use^ l life of that part is different from the useful life of the remaining asset, useful life of that significant part is determined separately, and such asset component is depreciated over its separate useful life.
0 An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de recognition of the asset (calculated as the difference between the net disposal proceeds if any and the carrying amount of the asset) is included in the Consolidated Statement of Profit and Loss when the asset is derecognised,
g) Spare parts which meet the definition of property plant and equipment are capitaliz ed as property, plant and equipment. In other cases, the spare parts are inventorised on

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

procurement and charged to Consolidated Statement of Profit and Loss on issue/consumption.

h) When significant parts of property, plant and equipment are required to be replaced at intervals, the Group derecognises Uie replaced part and recognises the new part with its own associated useful life and it is depreciated accordingly. All other repair and maintenance cost are recognised in the Consolidated Statement of Profit and Loss as and when incurred.
i) Property, Plant and Equipment which are not ready for intended use as on date of Consolidated Balance Sheet are disclosed as ‘ Capital Work in Progress'.
j) On transition to Ind AS Land, Building and Plant and Machinery has been measured at fair value as deemed cost as on the date of transition as per the option available to the Holding Company in accordance with Ind AS 101 - First Time Adoption of Indian Accounting Standard.

B. Depreciation

a) Depreciation policy in case of Holding Company:

il For Manufacturing unit at Udhna and Windmill -

Depreciation on properly, plant and equipment in Holding Company's books is provided on the straight-line basis over the useful lives of assets (after considering an estimated residual value of up to 10% for factory building, plant and machinery and 5% for other assets). The useful lives determined are in line with the useful lives as prescribed in Schedule II of the Act except for factory building and plant and machinery on the date of transition to Ind AS. In case of ^ ctory building and plant and machinery on the date of transition to Ind AS. depreciation is provided over their remaining useful life for different parts/items of factory building and plant and machinery based on the technical evaluation made by the valuer which ranges from 7 to 40 years and 7 to 15 years respectively,

ii) For all other units:

Depreciation on tangible assets is provided on Written Down Value Method over the useful lives of the assets as specified in Schedule II of the Act. Intangible assets are amortised on Straight Line Method over a period of 3 years. Improvement to Leasehold Properties is amoritised on Straight Line Metiiod over the period of lease,

b) Depreciation policy in case of Overseas Subsidiaries:

Depreciation on Property, Plant and Equipment of the overseas subsidiaries is provided over its economic life determined by the management of the respective subsidiaries and are determined in accordance with laws applicable in countries where such operations are domiciled as given below:

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Assets	Quick mill Inc	760 Rye street
	Canada	INC, Canada
Building		30 Years on Straight line basis
Leasehold Improvements	50% on Written
	Down Value
Machinery Equipment	20% on Written
	Down Value
Furniture and fixture	20% on Written
	Down Value
Computers/otfice Equipment	30% on Written
	Down Value
Computer software	100% on Straight
	line
Trademark	5 Years on Straight line
Development Cost	3 Years on
	Straight line

c) The residual values and useful lives of property, plant and equipment are reviewed at each financial year end and changes, if any, are accounted in the period in which the estimates are revised,
d) The group depreciates components of the main asset that are significant in value and have different useful lives as compared to the main asset separately,
e) The spare parts are depreciated over the estimated useful life based on internal technical assessment,
f) Expenditure on major repairs and overhauls which qualify for recognition in the item of Property, Plant and Equipment and which result in additional useful life, is depreciated over the extended useful life of the asset as determined by technical evaluation,
g) Depreciation is charged on additions / deletions on pro-rata monthly basis including the month of addition / deletion.

C. Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement convey a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of Uie lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term or useful life of the underlying asset, whichever is earlier. Right-of-use assets are tested for impairment whenever there is an indication that their carrying value may not be recoverable. Impairment loss if any is recogniz ed in the Consolidated Statement of Profit and Loss.

The lease liability is measured at the present value of the future lease payments. The lease payments are discounted using the Holding Company's incremental borrowing rate. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’ s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to z ero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Group recognises the lease payments associated with these leases as an expense over the lease term.

D. Inventories

a) Raw materials and finished goods on weighted average basis,

b) Work in progress at raw material cost plus cost of conversion and other cost including manutecturing overheads net of recoverable taxes incurred in bringing them to their respective present location and condition,

c) Stores and loose tools on weighted average basis.

Obsolete, slow moving, surplus and defective stocks are identified and where necessary, provision is made for such stocks.

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MUMBAI
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fS
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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

E. Revenue Recognition

Revenue from contracts with customers:

Revenue from contract with customers is recogniz ed upon transfer of control of promised goods or services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those goods or services. Performance obligations are satisfied at the point of time when the customer obtains the control of the goods.

Revenue is measured based on transaction price, which is the lair value of the consideration received or receivable, stated net of discounts, returns and value added tax. Transaction price is recogniz ed based on the price specified in the contract. Revenue excludes taxes collected from customers.

Service Income:

Income from annual maintenance services is recogniz ed proportionately over the period of contract as the performance is discharged by the Group and it has the enforceable right to get the payment for the services rendered.

Revenue from Works Contract:

Revenue from works contracts with customer is recognised as the performance obligation is satisfied by transferring a promised good (i.e. an asset) to a customer. For performance obligation satisfied over time, the revenue recognition is made by measuring the progress towards complete satisfaction of performance obligation. The progress is measured by measuring the performance completed to date, considering the proportion of actual cost incuired to-date, to the total estimated cost attributable to the performance obligation. Expected loss, if any, on the contract is recogniz ed as an expense in the period in which it is foreseen, irrespective of the stage of completion of the contract.

Interest Income:

Interest income is recogniz ed using Effective Interest Rate (EIR) method.

Dividend Income:

Dividend income is recogniz ed when the Company's right to receive the payment has been established, it is probable that the economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

F. Employee Benefits

Short term employee benefits are recogniz ed as an expense at an undiscounted amount in the Consolidated Statement of Profit and Loss for the year in which the related services are rendered.

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5 MUMBAI )0
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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

The Holding Company's post-employment benefit consists of provident fund, gratuity and superannuation fund. The Holding Company also provides for leave encashment which is in the nature of long-term benefit.

Provident Fund

The Holding Company's contributions to Provident Fund administered by Regional Provident Fund Authorities, ESIC and Labour Welfare Fund in the case of employees at manufacturing unit at Udhna, which are defined contribution plans, are recogniz ed as an expense in the Consolidated Statement of Profit and Loss for the year in which ttie services are rendered and the Holding Company has no further obligation beyond making the contributions.

The Holding Company’ s contribution to the Provident Fund for employees other than working at manufacturing unit at Udhna, which is a defined benefit plan, is remitted to separate trust established for this purpose and charged to Consolidated Statement of Profit and Loss. Shortfall, if any, in the fund assets of the Provident Fund Trust, based on the Government specified minimum rate of return, is made good by the Holding Company and charged to Consolidated Statement of Profit and Loss.

Superannuation Fund

The Holding Company’ s contribution to Superannuation Fund for Managers/Officers, which is a defined contribution plan, is made to and administered by Life Insurance Corporation of India and is charged to Consolidated Statement of Profit and Loss.

Gratuity and Leave Encashment

The Holding Company operates defined benefit plan for Gratuity. The cost of providing such defined benefit is determined using the projected unit credit method of actuarial valuation made at the end of the year.

Obligations on leave encashment are provided using the projected unit credit method of actuarial valuation made at the end of the year.

Actuarial gains and losses are recogniz ed in other comprehensive income for gratuity and leave encashment.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recogniz ed immediately in the Consolidated Balance Sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recogniz ed in profit or loss on the earlier of:

��
The date that the Holding Company recogniz es related restructuring costs

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Cfi MUMBAI )C
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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Holding Company recogniz es the following changes in the net defined benefit obligation as an expense in the Consolidated Statement of profit and loss:

��
��
��

In case of one of the foreign subsidiary contributions towards pension plan to employees are charged to Consolidated Statement of Profit and Loss in the period when the �� rendered by the employee. The �� the contribution. The difference �� are not expected to be material.

��

The stock options granted pursuant to the Holding Company’ s �� options is treated as discount and accounted as employee ��

�� at based on the number of �� discount recogniz ed as expense in respect of such grant is transferred to the employee ��

H. Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs that are �� necessarily takes a substantial period of time to get ready for its intended use) are capitaliz ed as a part of the cost of such assets till the monfii in which the asset is ready for use. All other borrowing costs are charged to the Consolidated Statement of Profit and Loss.

L Segment Accounting

�� and there are no other reportable segments as defined under Ind AS 108.

J. Foreign Currency Transactions

The functional currency of the Holding company is the Indian Rupees whereas the functional currency of foreign subsidiaries is the currency of their countries of domicile.

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M Al
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BATLIBOi LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Non - Monetary items:

Non-monetafy items that are measured in tenns of historical cost are recorded at the exchange rates at the dates of the initial transactions.

Monetary items:

Transactions in foreign currencies are initiaily recorded at their respective exchange rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at spot rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items including exchange differences arising on a monetary item that forms part of the Holding Company's net investment in a foreign operation are recognised initially in OCI. These exchange differences are reclassified from equity to profit or loss on disposal of the net investment.

On Consolidation, all assets and liabilities of foreign operations are translated into INR at the rate of exchange prevailing at the reporting date and their Statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. For practical reasons, the group uses an average rate to translate income and expense items, if the average rate approximates the exchange rates at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised in profit or loss.

K. Provisions, Contingent Liabilities and Contingent assets

a) Provisions are recogniz ed when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can
be made of the amount of the obligation. The expenses relating to a provision are recogniz ed in the Consolidated Statement of Profit and Loss net of any reimbursement,
b) If the effect of time value of money is material, provisions are shown at present value of expenditure expected to be required to settle the obligation, by discounting using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recogniz ed as a finance cost,
c) Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate,
d) Contingent liabilities are possible obligations arising from past events and whose existence will only be confirmed by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group, or present

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

obligations where it is not probable that an outflow of resources will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recogniz ed in the Consolidated Ind AS financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote,

e) Contingent liabilities are assessed continually to determine whether an outflow of resource embodying economic benefits has become probable,
f) Contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent Assets are not recogniz ed but reviewed at each Balance Sheet date and disclosure is made in the notes where inflow of economic benefit is probable.

L. Fair Value measurement

a) Fair value is the price that would be received on selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Holding Company has access at that date,
b) While measuring the ^ ir value of an asset or liability, the Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure the fair value using observable market data as far as possible and minimising the use of unobservable inputs. Fair values are categorised into 3 levels as follows:

Level 1; Quoted prices (unadjusted) in active markets for Identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the assets or liability, either directly (i.e. as prices for similar item) or indirectly (i.e. derived from prices).

Level 3: Inputs that are not based on observable market data (unobservable inputs)

M. Financial Instruments

I. Financial Assets other than derivatives

The initial recognition of financial assets is made only when the Group becomes a party to the contractual provisions of the instrument. Initial measurement of financial assets is

made at fair values including transaction costs that are attributable to the acquisition of the financial asset.

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

using the effective interest rate (“ EIR’ ) method taking into account any discount or premium and fees or costs ttiat are an integral part of the EIR. The EIR amortisation is included as finance costs in the Consolidated Statement of Profit and Loss.

Investments in equity other than subsidiaries are accounted for and measured at feir value through profit or loss.

ii. Financial Liabilities other than derivatives

The initial recognition of financial liabilities is made only when the Group becomes a party to the contractual provisions of the instrument. Initial measurement of financial liabilities is made at fair values net of transaction costs that are attributable to the liability.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Consolidated Statement of Profit and Loss.

III.

Financial guarantee contracts

Financial guarantee contracts issued by the group are those contracts that require specified payments to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation. Where guarantees in relation to loans or other payables of related party are provided for no compensation, the fair values are accounted for as contributions and recognised as fees receivable under " other financial assets” or as a part of the cost of the investment, depending on the contractual terms.

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

iv. Offsetting of financial instruments

Financial assets and financial liabilities are offset, and the net amount is reported in the Consolidated Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

N. Classification of Assets and Liabilities as Current and Non-Current:

O. Impairment

Non-financiai Assets

At each Balance Sheet date, an assessment is made of whether there is any indication of impairment. If any indication exists, or when annual impairment testing for an asset is required, the group estimates the recoverable amount of assets. The recoverable amount is the higher of fair value less costs of disposal in respect of the assets or CashGenerating Units (CGU) and their value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount and the impairment loss is charged to Consolidated Statement of Profit and Loss.

Financial Assets

The Group assesses at each date of Balance Sheet whether a financial asset or group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through loss allowance. The Group recognises lifetime expected losses for all contract assets and /or all trade receivables that do not contain a significant financing component. For all other financial assets, expected credit losses are measured at an amount equal to the 12 - month expected credit losses if the credit risk on the financial asset had not increased significantly since initial recognition or at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset had increased significantly since initial recognition.

P. Non-Current Asset Held for Sale

Non-current assets are classified as held for sale if their carrying amount is intended to be recovered principally through sale rather than through continuing use. The condition for classification of held for sale is met when the non-current asset is available for immediate sale and the same is highly probable of being completed in near future from the date of classification as held for sale. Non-current assets held for sale are measured at the lower of carrying amount and fair value less cost to sell. Subsequent to such

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

classification, such assets are not depreciated while they are classified as ‘ Held for Sale'. Non-current assets that cease to be classified as held for sale are measured at the lower of carrying amount before the non-current asset was classified as held for sale adjusted for any depreciation/ amortiz ation and its recoverable amount at the date when the non-current assets no longer meet the " Held for sale" criteria.

Q. Income Taxes

Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred tax are recognised in the Consolidated Statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly or indirectly in equity respectively.

Current Income Taxes

The Current Income tax expense includes income taxes payable by the Holding Company and its subsidiaries in India and overseas. The Current Income tax expense for overseas subsidiaries has been computed based on the tax laws applicable to each subsidiary in the respective jurisdiction in which it operates.

Advance taxes and provisions for current income taxes are presented in the Consolidated Balance sheet after offsetting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying units intends to settle the asset and liability on net basis.

Minimum Alternate Tax (‘ MAT’ ) paid under the provisions of the Income Tax Act, 1961 is recognised as current tax in the Consolidated Statement of Profit and Loss. The credit available under the Act in respect of MAT paid is recognised as an asset only when and to the extent there is convincing evidence that the Holding Company will pay normal income tax during the period for which the MAT credit can be carried forward for set off against the normal tax liability. Such an asset is reviewed at each Balance Sheet date.

Deferred taxes

Deferred income tax is recogniz ed using the Balance sheet approach. Deferred income tax assets and liabilities are recogniz ed for deductible and taxable temporary di^ erences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of goodwill or on asset and liability in a transaction that is not a business combination and effects neither accounting nor taxable profit or toss at the time of the transactions.

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Deferred income tax assets are recogniz ed to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utiliz ed.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utiliz ed.

Deferred income tax liabilities are recogniz ed for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are measured using substantively enacted rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled.

Deferred tax assets and liabilities are offset when they relate to incomes taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on net basis.

Deferred tax assets include Minimum Alternate tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recogniz ed as an asset in the Consolidated Balance Sheet when the asset can be measured reliability, and it is probable that the future economic benefit associated with the asset will be realiz ed.

R. Earnings per share

S. Cash and Cash equivalents

Cash and cash equivalents include cash at bank, cash, cheques and draft on hand. The group considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

.V �

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Cash Flows

Note No.6.2

Recent pronouncements

Ministry of Corporate Affairs (MCA) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31^ ' March 2024, there are no notification issued by the MCA with respect to applicability of any new standard or amendments to the existing standards, which would have been applicable from 1* April 2024.

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	(Re. In Lakhs)	NET BLOCK	As At 3143-2024	10,16204	1,035.69 1,233.79 63.01	146.38 8.17	19449.06	62.92 62.92	62.92 62.92		15.11	2.03	17.74	19,329.74
			As At 31434024		1.402.24 1,592.17 579.49	978.34 41.95	4,894.19				3947	16141	201.06	4.78847
As at 31st March, 2024	��	DEPRECIATION I AMORTISATION GROSS BLOCK (AT COST) PARTICULARS '	For The �� Dsducttons Exchangs Dlffarence As At 0144-2023 As At 3143-2024 Deductions Exchange DIffaranes As At 0144-2023 Additions	II Tangible AsssM Land (Frsshc4d 1.49 16.162.D4 10.100.55	Buldings on Freehold Land Plant Ma nsry Furniture. Rxiures, fans and Elecineal fittings Office EquIpmenV Computers etc. �� 3,039.19 2.470.83 023.84 1,04344 50.12 8.53 5.07 1,285.08 1,494.15 500.42 909.35 139.22 104.00 12.10 0009 3,037.93 13.40 20.52 12.14 12.20 11,31 17.29 2,625.96 363.45 15.83 71.75 7.07 0.10 642.50 4.58 7.41 11.84 2.74 12.93 1,124.72 50,12 3.20 5.06 36.89		36,69 320.47 28.66 23,843.27 4.266.69 41.79 46.17 23.387.77 451.03 Total TanaiBle Assets	linCsBllalWIP	3ag te Waikjn Progres 6292 199,00 159.18 23,10 62.92 199.00 159.16 Total CapItalWP 23.10	1111 Intangible ASSSB	31.58 157.70 0.31 04.98 163.64 43.48 100.88 11.50 Sofinsra Trademarks and Developmani Costs 2.20 1.25 2.30 o.ee		2.26 169.26 9,66 2.30 218.62 204.38 12,18 Total Intangible Assets	37.95 33043 28.66 24,125.01 4,485.95 4847 662.19 200.88 23,91643 TOTAL i	1) Refer Note 22 (a) and 15.1 (a) tor detals of Preperty, Plant end Equ menfs that has been pledged as a securtty/mortgage d with various Banks/NBFC against working capital borrovdngs and Machinery term loan.	2) Tide deadsolal the vnmovabls properties are heldin the name of the Holding and a Subsidiary Company.	3) The Holding Company does not hold any Benami properlyunder the Benemi Transactlona (Prohibition) Act. 1988and rules made thereunder.	4) The Holding Compeny has not carried out any revaluationof Its Property, PMnt and Equipment and IntangibleAssets during the year.	Amount In CWIP torapertod ot Total Particulars	Mors than 3 1 -2 years 2-3 years Lass than 1	years year	82.82 23.10 3942 Projects In progress	Projects temporarSy suspended	62.92 39.92 23.10 Total

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	(Ra. In Lakha) NET BLOCK	AaAt	31-03-2023		16,160.55	1,773.31		976.38	63.42	133.39	13.23	19,1213)8	23.10	23.10		11.92	3.18	15.10	19,15949 1
		/LaAl	31-03-2023			1.285.88		1,494.15	560.42	909.35	36.89	4,266.69				31.56	157.70	169.26	4,465,95
	DEPRECIATION I AMORTISATION	For Tha Daducllona/ Exchange	Yaar AdJuaOnent Dlflarance			141.09 0.97	24.33 2SJ05	93.37 21.48 1.99	12.92 1.23	83.31 6.82 1.95	4.35	343.22 83.35 6.18				9.23	0.71 0.42	9.99 0.42	35341 53.35 6.58
A9 itllst March, 2023	NM P gg PUNTAN 2yiPME JT 1 GROSS BLOCK (AT COST) PARTICULARS	Aa Al ArtOltlona Daducllona/ Exchange AaAt Aa Al	01-04-2022 Salea DlffararKa 31-4)3-2023 01-04-2022	'll Tangible Assela	Land (Freehold) Buidrga on Freehold Land 10,180.28 3.016.93 0.27 ie.ieo.ss 3,039.19 20.02 Z19 1.123.82		ImproveiTtant to Lesaehold Property 12.85 12.20 25.05 0S7	Plant Machinery 2.334.39 211.36 77.54 2.12 2,470.33 1,417.27	Furniture. Fixturea, fana and Eledrlcai fitUnge 312.48 10.22 623.84 546.29 0.13 1.32	Offica Equ env Computers etc. 935.43 32.55 1,043.24 350.41 6.92 2.18	/ehidea 50.12 50.12 32.24	otal nglble Aue 23.153.03 336.35 109.69 6.08 23,367.77 3,970.66 1 fiUCaoHalWIP	Capital Wor in Progress 160.56 40.62 178.08 23.10	Total Capital WIP 190.56 40.62 178.06 23.10	Hill Intanolbla Assela	Solsaare 37.34 6.14 43.48 22.23	130.09 160.88 156.57 Tradamarlo and Devaloprnent Coala 0.38 0,41	TotaUntar ible sseU 197.43 6.52 0,41 204.36 176JS	TOTAL 23,5113)2 383,49 297.77 9.49 23.616.23 4,14941 1 1	1) Reler Note 24 (a) lor datais ol Property, Plantend Equipment s that has been pledged as a securtty/mortgaged with vatlaus Banks against working capital borrowings.	2) Title deeds of a5 tha Immovabie propeilies are heldin the nane of the Hcdding and a Subsidary Company.	3) The Holding Company does not hold any Benaml propertyunder the Banami Transadione (Prohibition)/Let, 1983and nies mada thereunder.	4) Tha Holding Company has not canted out any revaluationot its Property, PlanI and Equipment and Intangible Aaasta during the previous finsnelal year.	Pankulart Amount In CWiP fora period of Total	leasdian lyaar l-2vaart 2-3 years Mora than 3 years	Projects in prosrass 23 10 23.10	Total 23.10 23.10	� � � ��
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	NET CARRYING	As At	��	��	��	NET CARRYING	As At	��	��	117J7
		As At	��	��	��		As At	��	��	��
	DEPRECIATION	For The Deductions	Year	�� ��	�� ��	DEPRECIATION	For The Deductions	Year	�� ��	�� ��
		As At	��	��	��		As At	��	159.70	159.70
		As At	��	��	��		As At	��	��	��
��	PARTICULARS GROSS CARRYING AMOUNT	As At Additions/ Deductions	�� Modifications	�� �� �� ��	Total �� �� ��	PARTICULARS GROSS CARRYING AMOUNT	As At Additions/ Deductions	�� Modifications	�� �� �� ��	Total �� �� ��

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NOTES FORMING PART OF CONSOUOATEDIND AS FINANCIAL STATEMENTS

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(Rs. In Lakhs)
Particulars Numbers Numbers Face Value As at As at
31-Mar-24 31-Mar.23 (Each Rs.) 31-Mar-24 31-Mar-23
NOTE 9 INVESTMENTS
Investment in Equi^ Instruments Measured at Fair Value through
Profit and Loss:
irLfuilv paid EoulW Shares (UrvOuotedl:
BaUlboi Environmental Engineering Ltd. * 19.03,930 19,08,930 10
In ftjiv paid Equity Shares fUivQuotedL
Shamrao Vitthal Co.op. Bank Ltd. 20.000 20.000 25 5.00 5.00
Total 6.00 5.00
Aggregate value ot Un-Quoted Investmente 5.00 5.00
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a) On transition to Ind AS, Investment in unquoted equity shares Mere designated as fair value through profit and loss. The fair value of investmertt in these unquoted equity shares was considered as nil and Rs. 191.21 lakhs was adjusted against the reUined earnings on the date of transition.

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NOTES FORMING PART OF CONSOUDATED IND AS FINANCIAL STATEMENTS

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(Rs. In Lakhs)
Particulara As at As at
31-Mar-24 31-liilar-23
NOTE 10.1: TRADE RECEIVABLES. NON CURRENT
Considered Good - Secured
Considered Good - Unsecured ' 226.66 267.27
Which have Significant increase in credit risk
Considered Credit Impaired 206.23 217.45
Less: Provision for Trade Receivables Credit Impaired (206.23) (217.4S)
228.66 267.27
a) lrv: ludes amount of Rs. 109.64 (Previous YearRs. 156.83 Lakhs) due from related parties,
b) There are no unbilled non-current trade receivables as at 31st March 2024 (Previous YearRs. Nil).
c) Aoelna for Trade recelvablee - Non current outstandlno as at 31st March, 2024:
S.Na. Particulars Not Due Outstanding tor the totiowing periooa from due date or Total
payment
Less 6 months - 1-2 years 2-3 years More than
than 6 1 years 3 years
months
1 Uitdisputed Trade Receivables
i) - Considered good 119.57 36.09 155.66
li> - Which have Significant increase in credit risk 73.00 73.00
IK) � �� 137.90 137.90
2 Disputed Trade Receivables
i) - Con^ dered good
ii) - Which have Significant increase in credit risk
iii) -Credit Impaired 66.33 68.33
119.57 73.00 242.32 434.89
Less: ProvMon for Trade Receivables Credit Impaired
206.23 206.23
Total 119.57 73.00 36.09 22846
�� as at Sist March, 2023:
S.No. Particulars Not Due Outstanding for the following periods from due date of Total
payment
Less 6 months - 1-2 years 2-3 years More than
than 6 1 yesrs 3 years
months
1 Undisputed Trade Receivables
i) -Considered good 124.99 7.58 134.70 267.27
ii) - Which have Significant Increase in credit risk
Hi) � �� 152.47 152.47
2 Disputed Trade Receivables
i) - Considered good
ii) -Which have Significant increase In credit risk
iii) -Credit Impaired 64.98 84.98
124.99 7.SB 352.15 464.72
Less: Provision for Trade Receivables Credit Impaired
217.45 217.45
Total 124.99 7.58 134.70 267.27
(RsJnWrhsJ
Particulars As at As at
31-Mar.24 31-Mar.23
��
Staff Loans 0.04
0.04
NOTC 10.3: OTHER NON CURRENT ASSETS
Uftsecured Considered Good Unless Specified Otherwise
Security arid Other Deposits 96.78 84.69
Less: Provision for Ooubtfiil Advances (45.62) 51.16 (27-70) 56.99
Capital Advances 2.37
Advance given to creditors 13.67 9.73
Less: Provision for Doubtful Advances 6.03 9.73
J 59.56 66.72
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NOTES FORMING PART OF CONSOUOATEOIND AS FINANCIAL STATEMENTS

Note 11.1 : INVENTORIES

Raw Materials Work-in-Progress Stock-in-trade Finistted Goods

Note 11.2 : TRADE RECEIVABLES . CURRENT

Considered Good - Secured

Considered Good - Unsecured'

Whic^ have Significant increase in credit risk Considered Credit Impaired

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Particulars
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(R» . In Lakhs)
As al AS at
31-Mar-24 31-Mar-23
2,035.49 1,798.85
2.348.88 1,375.23
135.91 137.94
16.32
4,520.28 3,328.34
3.748.13 3,158.61
3,158.51
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a) Includes amount of Rs. 387.00 Lakhs (Previous Year Rs. 224.70 Lakhs) due from related parties,

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b) Ageing for Trade receivables - Current as at 3l8t March 2024:
S. No Particulars Unbilled Not Due Outstanding for the following periods from due date of Total
payment
Less than � �� 1-2 years 2 3 years More than
1 Undisputed Trade Receivables 6 months 1 years 3 years
i) - Considered good 328.45 569.35 2,421.88 408.35 3,748.13
ii) - Which have Significant increase in credit risk
iii) - Credit Impaired
2 Disputed Trade Receivablei
I) - Considered good
ii) - Which have Significant increase in credit risk
iii) -Credit Impaired
Total 328.45 589.35 2> 21.98 408.38 3,748.13i
Agein for Trade receivables - Current as at 3l8t March 2023:
lutetanding for ths following periods from due da| e of^ rner
S. No. Particulars Unbilled Not Due Less than 6 to 12 above 12 above 24 More than TOTAL
6 months months upto 24 uplo 36 36 months
months months
1 Undisputed Trade Receivables
� �� 1,193.97 775.91 978.56 210.08 3,158,51
- Which have Significant frtcrease in credit risk
iii) � ��
2 Disputed Trade Receivables
0 - Considered good
ii) � ��
iii) � ��
Total 1.193.97 775.91 978.55 210.06 3.158.51
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMSilTS
JR» Jn Lakl» 2
Particulars As at As at
31-Mar-24 31-Mar-23
Note 11.3 : CASH AND CASH EQUIVALENTS
Cash smd Cash Equivalents:
Cash In hand 1.30 3.65
Balances with Banka:
Cucrenl Account 1,393.35 296.66
Debit Balance in Cash Credit Account (Refer Note - 24 (a)) 61.17 163.44
Note 11.4: BANK BALANCES OTHER THAN tiH ABOVE
Fixed Deposits wid) Banks having maturity o( less than one Year 79.04 70.63
Fixed Deposits towards Margin on Guarantees/LC's (Deposit receipts pledged with the Banks) 6.44 128.62
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NOTES FORMING PART OF CONSOLIDATED INO AS FINANCIAL STATEMENTS

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(Rs. In Lakhs)
Particulars As at As at
31-Mar-24 31-Mar-23
NOTE 12.1 : LOANS - CURRENT
Considered Good - Secured
Considered Good - Unsecured
-Staff Loan 0.51
0.51
NOTE 12.2: OTHERS CURRENT ASSETS
Balances with Govemnient Authorities 9.60 9.11
Earnest Money Deposit 13.25 22.55
Less: Provision for Doubtful Advances (4.85) 8.37 22.55
Prepaid Expenses 87.15 48.47
Advances given to Creditors * 362.06 199.68
Other Advances Recoverable in Cash or Kind " 61.96 24.26
529.14 304.07
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a) Includes amount of Rs.Nil (Previous Year-Rs. 10.48 Lakhs) given to related parties.

b} Jricjudgs_ amount_ ofRs^ 0j4Jjkh3^ Preyious Year - Rs. Nil) recoverable from related parbes.

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(Rs. In Lakhs)
Particulars As at As at
31> Mar-24 31-Mar-23
NOTE 13 : NON CURRENT ASSET HE! O FOR SALE
Land 1,525,70 1.625.70
Building 152.69 152.69
Capital Work in Progress 1,00 1.00
1,779.39 1,779.39
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In financial year 2018-19 ttie Holding Company had deckled to sell a part of Land, Building and Capital work in progress amounting to Rs. 1,779.39 Lakhs out of the total factory land and building located in Surat The part of Land and Building was classified and presented as " held for sale" and was carried at ttie lower of carrying value and fair value as at 31st March 2019. The management of the Holding Company is looking tor a buyer and is hopeful to finalise and execute the deal in near future.

�� Progress:

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Capital Work in Progress Amount in CWIP for a period of 31st March 2024 TOTAL
Less than 1 1 -2 years 2-3years More than 3
year years
Projects in progress
Projects permanently suspended 1.00 1.00
Total 1.00 1.00
Capital Work in Progress Amount In CWIP for a period of 31st March 2023 TOTAL
Less than 1 1 - 2 years 2 - 3 years More than 3
ear years
Projects in progress
Projects permanently suspended 1.00 1.00
Total 1.00 1.00
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

��


��		(Rs. In Lakhs)
Particulars	As at	As at
	31-Mar-24	31-Mar-23
Authorised Capital
4,61,70,400 Equity Shares of Rs. 5/- each	2,308.52	2,308.52
�� each)
TOTAL	2,308.52	2,308.52
Issued Subscribed and fully paid up
2,90,45,884 Equity Shares of Rs, 5/- ��	1,452.29	1,444.29
TOTAL	1,452.29	1,444.29

TOTAL

��

TOTAL

Rights, preferences and restrictions

�� having a face value of Rs 5/- per share. Each shareholder is eligible for or> e vote per share held. In the event of liquidation the �� proportion to their shareholdings.

Equity Shares

��

Particulars	As At	As At
	31-Mar-24	31 Mar-23
��	2,88.85,861	2,87,15,883
��	1,60,003	1,69,998
��	2,90,45,884	2,88,85,881

�� each on exercise of stock ��

�� Shares is as under ��

��	�� Shares is as under
	��	As At	As At
		31 Mar-24	31-Mar 23
		No. of Shares	No. of Shares
��		1,17,29,713	1,17,29,713
� ��		��	��
��		70,00,000	70,00,000
� ��		��	��

��	��
��	As at 31 St �� shares	March 2024 TO total Shares	As at 3l8t No. of shares	March 2023 TO total Shares	� ��
��	1,17,29,713	��	1,17,29,713	��	(0.22)
Total	1,17.29.713	��	1.17,29,713	��	(0.22)

x< f o

n �� T-

��

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NOTES FORMING PART OF CONSOUOATEO INO AS FINANCIAL STATEMENTS
Note 14^ : OTHER EQUITY
Particulara Aa at Aa at
31-Mar-24 31-Mar-23
a) Capital Reserve 26.00 26.00
D) Capital Redemption Reserve 1« ).60 160.60
Cl Securities Premium
Balance as at the beginning of the year 432.62 396.59
Add ; Premium on equity shares Issued under ESOP Scheme 31.58 36.03
Balance as at the end of the year 464.20 432.62
d) General Reserve 1.162.92 1.162.92
e) Employee Stock Option Reserve
Balance as at the beginning of the year 23.36 42.45
Add: Accrual of Employee Compensation cost 41.19 (1.34)
Less: Exercise of Options under ESOP Scheme (17.76
Balance as at the end of the year 50.18 23.36
F) Investment Allowance Reserve 63.05 63.06
g) Retaned Earnings
Balance as at the beginning of the year 10,142.05 9,066.10
Add : Prorit/(Less) (or the year 916.34 1.055.95
Balance as at the end of fhe year 11,058.39 10.142 05
h) Other Comprehensive Income
Balance as at the beginning of the year 163.20 177.98
Add/(Le$ s); Remeasurem^ t gain /(loss) on defined benefit plan (19.30) 8.06
Add/(Le$ ). Changes In foreign currency translation reserve 16.40 (22.84)
Add/ (Less); Foreign Currency translation reserve reclassified to profit and 13.12
loss on kquIdaUon of subsidiary
Balance as at (he er> d of the year 173.42 163.20
Total 13,157.76 12,172.80
Nature and purpose of reserves
It represents the gain of capital nabjre.
b) Capital Redemotiwi Reserve
Created on redemption of preference shares out of profits In accordance with Compenies AcL
C) Securities Premium:
Securities premium represents amount received in excess Of face value on issue of shares by the Company. It
also Includes transfer of stock compensation reialed to options exercised from employee stock options reserve.
The secuntles premium will be utiliz ed In accordance wiffi tr« provisions the Companies Act
d) General Reserve:
General resenre represents Oie amount of profits appropriated by the HokHng Company
el Employee Stock Option Reserve:
Employee slock options Reserve represents the fair value of equity> settled transactions and recogniz ed over the
penod of vesting and/w service conditions are fulfilled.
h Investment Allowance Reserve
It represents reserve created under the Income Tax Act and has been appropriately utilised.
Ill III
Retained earnings represents the undistributed eemings. net of amounts transferred to general reserve; if any.
hi other Comprehensive Income
It represents Ute cumulattve actuarial gains/flosses) on defined employee benefit plans and exchange dHlererrces /^ .9l
arising on translation of the Fmandal Statements of a foreign operation are recognised in other comprehensive
income attd accumi^ ated in a separate reserve within equity. The cumulative amount is redasstfled to the \ WUMBWJp
Consolidated Statement of Prefit and Loss when the nebnvestment Is disposed off.
I . �
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HiOTES FORMING PART OF CONSOUOATED iNO AS FINANCIAL STATEMENTS

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(R» . In Lahhs)
Particulars As at Asst
31-Mar-24 31-Mar-23
��
Secured Term Loans
Machinery Loans
From Non Banking Financiai Company * 240.75
Less: Maturity within 1 year - (Refer Note 17.1) fSS.201 165.65
yitorklno Caoitai Loans
From Banks * 71.05 156.01
�� (71.95) 183.33) 7268
Vehicle Loan ISecured bv Hypothecation of Vehicle)
From Kotak Mahindra Prime Ltd. 1.94
Less: Maturity within 1 year (Refer Note 17.1) 11942
Repayable in various EMIs by March 2024
Foreign Currency Term Loan (Refer No. 24 (a)) 615.70 627.49
Less: Maturity within 1 year (Refer Note 17.1) (22.40) 693.30 (20.50) 606.99
Repayable in various EMIs by Jtdy 2039
Unsecured Loans, Measured at Amortised Cost
Loans S Advances from Related Parties
Loan from Directors
No spedfic terms of repayment has been speciTied, Interest free loan 4.158.63 4,217.04
Intw Corporate Deposits 600.00 600.00
Less: Maturity within 1 year (Refer Note 17.1) (600.00) 600.00
[ Repaid on 30th April 2024. Rate of Interest 13.50%
(P.Y. Repayable by 1 st Apr6 2025. Rate of intetest 13.50%)]
5% - S Year Redeemable Non-Cumulative Preference
Share of Rs. 100/- each fuHy paid from Related Party 641.29 628.99
[ 4,78,000 Redeemable on 27th March, 2026 and 2,14,480 redeemable on 19th
June 2026.
P.Y. -4,78,000 Redeemable on 27th March, 2026 and 2.14,460 redeemable
onigth June 2026.]
5,578.77 6,125.70
rhe reconcilialion of the number of shares outstanding at the beginning and at the end of year is as under:
Particulars �� 31-Mar-23
Opening Number of Preference Shares 6,92,480 6,92,480
Add. Issued during the year
Closing Number of Preference Shares 6,92,480 6,92,460
Details of Shareholder holding more than 5% Preference Shares are as under
Particulars 31-Mar-24 31-Mar.23
Mr. Nirmal Bhogilal 6,92,460 6,92.460
% Shareholding 100% 100%
a) Details of Working capital Term Loan taken from Banks/NBFCr
Bank/NBFC Name Interest Rate and Repayment Term Security Given Outstanding Repayable Repayable
as at within one year] after one year
31.03.2024
IMaehme^ ar^ tajjen^ frornNBFC;
Ugro Capital Limited 13.50% p.a. and repayable upto 3rd Machinery purchased kept on 116.27 27.85 68.42
mortoaoed
Ugro Capital Limited 13.50% p.a. and repayable upto 3rd Machinery purchased kept on 124.48 27.35 97.13
December 2027 mortgaged
Total 240.75 65.20 165.55
imj/orkin^ Cagita^ oan^ akeiHrorT^ anks^
Stale Bank of India 9.25% p.a. and repayable upto eth Guaranteed Emergency Credit 21-95 21.95
November 2024 Line Secured by Guarantee given
by Government and mortgage
over factory premises
Bank of Baroda 9J2S% p.a. and repayable upto 30inMarch 2026 Guaranteed Emergency CreditLine Secured by Guarantee givenby Government and mortgage 50.00 50.00 ca MUMBAI)©'J.
over factory remises
Total 71.95 71.95 �
T
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NOTES FORMING PART Of CONSOUDATED INO AS FINANCIAL STATEMENTS

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(R« . In Lakhs
Bank Name Interest Rate and Repayment Term Security Given Outstanding Repayable Repayable
asst within one year after one year
31.03.2023
State Bankcpf InOia 7.65 % p.a. and repayable upto 6ih Guarartteed Emergency Credit 56.01 33.33 22.68
November 2024 Line Secured by Guarantee given
Dy Government and mortgage
over factory premises
BankofSaroda 7.50 % p.a. and repayable upto 30Ui Guaranteed Emergency Credit 100.00 50.00 60.00
March 2025 Line Secured by Guarantee given
by Government and mortgage
overfeetorv premises
Total 156.01 63.33 72.68
(Rs. In Lakhs.
Partlculara As at As at
31-Mar-24 ��
��
Due to Micro Small and Medium Enterprises (Refer Note 26) 5.16 15.01
Others 114.97 145.61
120.15 160.62
a) Indudesamount of Rs. 16.60 Lakhs(Previou$ Year-Rs. 54.16 Lakhs) duatorelated parties.
b> Trade payables - Non Current has been disOosed based on the management expectation to seated the same beyond 12 months from the reporting
date.
Ageing schedule of Trade Pavables outstandlno asat 31st March 2024:
Particulars OuUtanding for the following periods from due date of payment Total
Less than 1-2 Years 2-3Ysars More than 3
1 Years Vaars
(i) MSME 0.10 0.84 4.24 5.18
(ii) OSiws 30.74 17.22 61.36 108.32
(ill) Disputed dues - MSME
(Iv) Disputed dues - Others 6.65 6.65
TotiT 39.54 l8: 06 120.15
Ageing schedule of Trade Pavables outstanding as at 3lBt March 2023:
Particulars Outstanding for the following periods from due date of payment Total
Less than 1-2 Year 2-3 Years More than 3
1 Years Years
(i) MSME 7.31 7.70 15.01
(ii) Others 29.52 26.33 66.75 124.60
(ill) Disputed dues - MSME
(Iv) Disputed dues - Others 21.01 21.01
Toiir 26.33 97146 160.62
��
Interest accrued and due on loans 95.04 96.04
95.04 95.04
� �� 95.04 Lakhs) due to related partes.
NOTE 15.4 : PROVISIONS . NON CURRENT
Provisioits lor Enqiloyee Benefits:
- Gratuity (Note 29) 268.80 269.37
- Leave Encashment (Note 29) 116.30 106.94
407.10 376J1
NOTE 15.5 : OTHER NON-CURRENT LIABIUTIE9
Advances and Deposits from Customers 306.45 346.20
306.45 346.20
Indudes amount of Rs. 250.78 Lakhs (Previous Year-Rs. 197.64 Lakhs) due to related parties.
[ mumbai> c
L �
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note No: 16

DEFERRED TAX LIABILITIES (NET)

In Compliance of IND AS 12 on " income Taxes" , the item wise details of deferred tax liabilities (Net) are as under

	Particulars	Opening Balance	Recognised in	Recognised In	(Rs.in Lakhs Closing Balance
			Profit and Loss	Other
			Credit/(Charge)	Comprehensive
				Income
	For the year ended 31st March 2024			Credit/(Charge
	Deferred tax liabilities
	Difference between accounting and tax depreciation off Property, Plant Equipment	(3,099.82)	40.73		(3,058.09)
	- On account of fair Value of Land Rs.66.58
	Lakhs (Refer Note - (a) below)
	- On account of other depreciable Property,
	Plant and Equipment Rs. (25.85) Lakhs
	Total deferred tax liabilities (A)	(3,098.82)	40.73		(3,058.09
	Deferred tax assets
	Expenses allowed on payment basis	46.98	105.15	7.44	161.57
	Provision for Investments	731.24			731.24
	Provision for Doubtful debts, doubtful	68.20	5.35		73.55
	advances and inventory obsolescence
	Provision for Capital WIP Disallowance of Proposed Merger Expenses	78.26	6.55		78.26 6.55
	Unabsorbed Depreciation	268.48	(17.92)		250.56
	Unabsorbed Business Loss	640.15	(418.53)		221,62
	Total deferred tax assets (B)	1,835.31	(319.40)	7.44	1,523.35
	Deferred Tax Liabilities (NET) (A- -B C) Minimum Alternate tax (D) Deferred Tax Liabilities (NET) (C D)	(1,263.51) 7.00 (1,256,51)	(278.67) IIM (285.67)	7.44 7.44	(1,534.74) (1,534.74)
	For the year ended 31st March 2023
	Deferred tax liabilities
	Difference between accounting and tax depreciation off Property, Plant and	(3.021.98)	(76.84)		(3.098.82)
	Equipment
	- On account of fair Value of Land Rs.
	(118.73) Lakhs (Refer Note - (a) below)
	- On account of other depreciable Property,
	Plant and Equipment Rs. 41.69 Lakhs
	Total deferred tax liabilities (A)	(3,021.98)	(76.84)		(3,098.82),
	Deferred tax assets
	Expenses allowed on payment basis	44.24	6.36	(3.62)	46.96
	Provision for Investments	663.40	47.84		731.24
	Provision for Doubtful debts, doubtful	111.20	(43.00)		68.20
	advances and inventory obsolescence
	Provision for Capital WIP	73.14	5.12		78.26
	Unabsorbed Depreciation	251.07	17,41		268.48
	Unabsorbed Business Loss	563.16	76.48	0.51	640.15
	Total deferred tax assets (B) Deferred Tax Liabilities (NET) (A BgC)	1,726.21 (1,295.77)	112.21 35.37	BUI 11112	1,835.31 (1,263.51)
Minimum Alternate tax (D) Deferred Tax Liabilities (NET) (C D)		18.43 (1,277.34)	23.94	3.11)	7.00 (1,256.51)
	� � I
				J .
	/
				�

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Note;

a) The Holding Company had exercised the option of fair value as deemed cost for Property, Plant and Equipment on the date of transition to Ind AS i.e; 1st April 2016. Ind AS required entities to account for deferred taxes using the Balance Sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the Balance Sheet and its Tax Base. Accordingly deferred tax liability on account of fair valuation of Land was calculated in previous year.

Under Section 55(2)(b)(i) of Income Tax Act 1961, " fair market value of capital assets means where the capital asset became the property of the assesses before the 1st day of April. 2001, the cost of acquisition of the asset to the assesses or the fair market value of the asset on the Istday of April, 2001, shall be considered at the option of the assessee.'

Accordingly deferred tax liability on account of fair value of Land is calculated and reviewed at eac^ i reporting date as required by Ind AS -12 'Income Taxes' for changes in respect of temporary differences which have been recognised in previous periods. In F.Y. 2016-19, the Holding Company had opted to choose the fair market value of the land as on 01.04,2001 as its cost of acquisition in accordance with Section 55{ 2)(b)(i) of Income Tax Act 1961. This has resulted in creation of deferred tax credit during the year of Rs. 66.58 Lakhs (P.Y. deferred tax charge Rs. 118.73 Lakhs) which is part of deferred tax charge of Rs (278.67) Lakhs for the year ended 31st March 2024 (P.Y. deferred tax credit Rs. 35.37 Lakhs).

b) Deferred tax Asset on unabsorbed depreciation, unabsorbed business losses and other temporary differences available as per the Income Tax Act 1961 had been recognised, since it is probable that taxable profit will be available to adjust them in foture years. Unabsorbed depreciation can be carried forward and set off against the profits for infinite number of years under the Income Tax Act, 1961 and profitability projections based on current margins show sufficient profits for set off in future,

c) The Taxation Laws (Amendment) Act 2019 provides domestic companies with an option to opt for lower tax rate, provided they do not claim certain deductions. The Holding Company has presently considered the rate existing prior to Uie amendment The Holding Company shall evaluate the option to opt for lower tax rate once it utilises the carried forward losses available under the Income Tax Act.

Reconciliation of effective tax rate as a numerical reconciliation between tax expense and the product of account profit multiplied by the applicable tax rate

by the applicable tax rate
		(Rs.ln Lakhs
Particulars	2023-24	2022-23
Profit / (Loss) before tax	1,394.37	1,109.94
Applicable tax rate	27.82%	26.00%
Tax using the applicable tax rate
Tax effect of
Add Non deductible tax expenses	887.75	497.94
Less Deductible tax expenses	357.55	501.21
Less Taxed at different rates	110.54
Taxable Income	1,814.03	1,106.67
Tax expense recognised in the Statement of Profit andLoss	192.36	77.93
Weighted average Tax rate %	13.80	7.02

The tax rate of 27.82% is applicable to the next financial year.

Tax expense recognised In the Consolidated Statement of Profit and Loss / Other comprehensive Income (OCI) are as belovr;

		(Rs.ln Lakhs)
Particular	2023-24	2022-23
Current Tax Expense	192.36	77.93
Deferred tax expense/ (Asset) relating to
- Origination and reversal of temporary differences	(344.81)	139.56
-Different tax rates	66.58	(118.731
Total	(278.23)	20.83
Tax expenses Including deferred tax credit/ (charge)recognised in the Consolidated	(285.67)	23.94
Statement of Profit and Loss
Deferred tax liability/ ( asset) relating to remeasurementof the defined benefit plan	7.44	(3.11)
recognised in OCI

178

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

				(Rs. In Lakhs)
	Particulars		As at	As at
			31-Mar-24	31 Mar-23
NOTE 17.1 BORROWINGS - CURRENT
SECURED
Loans repayable on	demartcl
From Banks
Cash Credit artd Working Capital Borrowings (ReferNote - 24 (a))			1,138.16	848.00
Term Loan fmn Banks and Financial Institutions			150.30	150.61
UNSECURED
Loan from Directors			96.20	131.20
Current maturities of Long Term Loan-Secured (ReferNote 15.1)			749.55	105.77
			2,134.21	1,235.58
a) Details of Working capital Term Loan from Banks
Name of Bank/Financial	Interest rate and Repayment term	Security Given	Outstanding as at	Outstanding as at
Institution			31.03.2024	31.03.2023
Oxy o Financial	14.00% and repayable upto 26th	Secured By Bank Guarantee given by	150.30	150.61
Services Pvt Ltd.	October 2024	Bank of Baroda on behalf of the Holding
	(P.Y. 14.00% and repayable upto	Company of Rs. 150.00 lakhs
	26th October 2023)
	Total		150.30	150.61
b) Loan taken from directors of Rs. 96.20 Lakhs (P.Y.Rs. 131.20 Lakhs), are interest free loan.
��
Due to Micro Small and Medium Enterprises (Refer Note25) Others			812.72 3,067.40	584.65 2.204.62
			3,880.12	2,789.27

’ Includes amount of Rs. 5.88 (Previous Year - Rs. 3.73 Lakhs) due to related parties

Includes amount of Rs.15.44 Lakhs (Previous Year-Rs. 17.95 Lakhs) due to related parlies.

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A'
A,
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MUMBAI
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Ageing schedule of Trade Payables outstanding as at 31st March 2024: Particulars Total Outstanding for the following periods from due date of payment Accrued/ Less than 1-2 Years 2-3 Years More than Unbilled 1 Years 3 Years (I) MSME 812,72 812,72 (ii) Others 364,47 2,702.93 3,067.40 (iii) Disputed dues - MSME (iv) Disputed dues - Others Total 364.47 3,515.65 3,880.12 Ageing schedule of Trade Payables outstanding as at 31st March 2023: Particulars Total Outstanding for the following periods from due date of payment Accrued/ Less than 1-2 Years 2-3 Years More than Unbilled 1 Years 3 Years (i) MSME 584.65 584.65 (ii) Others 246.37 1,958.25 2,204.62 (ill) Disputed dues - MSME (iv) Disputed dues - Others Total 246.37 2,542.90 2,789.27

		(Rs. In Lakhs)
Particulars	As at	As at
	31-Mar-24	31-Mar-23
OTE 17.3 OTHER CURRENT LIABILITIES
Advances and Deposits	2,142.25	1,941.16
Statutory Liabilities	185.51	24,76
Employee Related Liabilities Interest due on loans	271.47 2.56	236.60
Other Liabilities	12.56	240.24
	2,614.37	2,444.98
ncludes amount of Rs. Nil (Previous Year - Rs. 130,55Lakhs) advance received from related parties.
ncludes amount of Rs. 25.70 Lakhs (Previous Year- Rs. 39.27 Lakhs) due to related parties.
OTE 17.4 PROVISIONS - CURRENT
Provisions for Employee Benefits
- Gratuity (Note 29)	37.05	24.16
- Leave Encashment (Note 29)	46.82	31.39
- Provision for Pension Plan	117.08	68.58
Warranty Provisions (Refer Note 34)	120.02	103.19
	320.97	227.32
OTE 17.5 CURRENT TA LIABILITIES (NET
Provision for Tax (Net of Tax Paid in Advance and Deductedat Source)	117.41	44.16
	117.41	44.16

NOTE 17.3 : OTHER CURRENT LIABILITIES

Includes amount of Rs. Nil (Previous Year - Rs. 130,55 Lakhs) advance received from related parties.

Includes amount of Rs. 25.70 Lakhs (Previous Year - Rs. 39.27 Lakhs) due to related parties.

NOTE 17.4 : PROVISIONS - CURRENT

NOTE 17.5 : CURRENT TAX LIABILITIES (NET!

180

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

		(Rs. In Lakhs
Particulars	Year Ended 31-Mar-24	Year Ended 31.Mar-23
NOTE 18 REVENUE FROM OPERATIONS
Sale of Products	26,002.77	22.396.16
Sale of Services	2,396.21	2.784.06
Other Operating Revenue	240.19	203.04
	28,639.17	25,383.26
NOTE 19 OTHER INCOME
Exchange Difference Gains		61.68
Profit on Sale of Property, Plant and Equipment's (net)	24.93	0.25
Bad Debt Recovered		0.97
Reversal of Provision for Doubtful Debts	11.22	210.27
Credit Balances Written Back (net) Interest income	399.27	35.68
- on fixed deposits	5.60	7.82
- on financials instruments measured at amortised cost(Net)	46.11	64.40
- others	44.70	5.79
Other Income	75.47	66.49
	607.30	453.55

� �� claim amounting to Rs. 229.25 lakhs (P.Y. Rs. Nil) as the same is considered as no longer payable.

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'j
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

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(Rs. In Lakhs)
Year Ended Year Ended
Particulars
31-Mar-24 31-Mar- 23
NOTE 20.1 ; COST OF MATERIALS CONSUMED
Raw Materials Consumed 11,914.80 9.297.05
Cost of Job Contracts 103,28 90.71
Cost of Services Rendered 49.11 37.06
Job Work Charges Incurred 442.10 415.70
12,509.29 9,840.52
NOTE 20.2 : PURCHASE OF STOCK IN TRADE
Purchases of Stock in Trade 5.083.74 5,421.77
5,083.74 5,421.77
NOTE 20.3 : CHANGE IN INVENTORY OF FINISHED
GOODS. W0" rK in PROGRESS & STOCK IN TRADE
Stock at Close;
Work-in-Process 2.348.88 1,375.23
Stock-in-trade 135.91 137.94
Finished Goods 16.32
2,484.79 1,529.49
Less
Stock at Commencement;
Work-in-Process 1,375.23 1,420.80
Stock-in-trade 137.94 119.68
Finished Goods 16.32 16.65
1,529.49 (955.30) 1,557.13 27.64
NOTE 21 : EMPLOYEE BENEFIT EX PENSES
Salaries, Wages, Allowances and Bonus 4,726.24 3,768.02
Contribution to Provident and Other Funds 309.87 231.96
Expenses on Employee Stock Option Scheme (ESOP) 41.19 (1.34)
Provision for Gratuity & Leave Encashment (Note 29) 84.21 90.49
Staff Welfare Expenses 178.12 152.70
5,339.63 4,241.83
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

		(Rs. In Lakhs)
Particulars	Year Ended 31-Mar-24	Year Ended 31-Mar- 23
NOTE 22 FINANCE COST
Interest Expenses	371.98	411.91
Interest on Lease Liabilities	29.18	17.98
Bank Charges	83.86	92.40
	485.02	522.29
NOTE 23 OTHER E PENSES
Rent (Note 36)	19.58	25.16
Rates and Taxes	449.75	405.67
Power and Fuel	202.56	151.23
Insurance	68.24	60.09
Sales Commission	288.82	250.97
Exhibitions/Advertisement Expenses	162.23	47.34
Printing and Stationery	69.43	69.94
Travelling and Conveyance	465.78	357.30
Audit. Legal and Professional Charges (Note 37)	546.59	452.27
Vehicle Maintenance	91.91	93.96
Packing and Cartage	415.97	381.62
Stores Loose Tools Consumed	589.26	448.21
Repairs to Machinery	182.76	102.37
Repairs to Buildings	197.41	92.80
Repairs to Other Assets	55.69	49.06
Job work Charges	674.15	462.27
Directors Sitting Fees	58.41	26.22
Donations	0.86	0.77
Loss on Sale / Assets Written Off (Net)		0.10
Investment write off		0.27
Bad Debts Provision for Doubtful Debts/Advances (net)	14.35 30.44	383.77 27.70
Exchange Difference Loss	10.40
Reversal of SEIS Entitlement recoverable		12.26
Miscellaneous Expenses	380.64	354.51
Foreign Currency translation reserve reclassified to	13.12
profit and loss on liquidation of subsidiary
	4,988.35	4,255.86

� �� written off on account of trade receivable from one of its related party of the Holding Company.

183

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS Note No 24:

a) Working capital borrowings from consortium banks in case of Holding Company on cash credit overdraft/ short term loan and non> fund based facilities are secured by first pari passu charge on stock of raw materials, semi-finished and finished goods, consumable stores and spares, bills receivable, books debts and other moveable current assets (both present and future) of the Holding Company and second pari passu charge on the Property, Plant and Equipment’ s of the Holding Company (both present and future) at Udhna, Surat. Credit facilities including sub limits extended by consortium banks to Batliboi Environmental Engineering Limited (BEEL) are secured by 2" pari passu charge on the fixed assets of the Holding Company (both present and future) at Udhna Surat.
Working capital borrowings includes borrowing in case of one of the subsidiaries which has been secured by a first collateral mortgage over the land and building of the subsidiary, a general security agreement constituting a first ranking security interest in all assets and undertakings of the subsidiary and unlimited guarantee given by another subsidiary Company,
b) The Holding Company has used the borrowings from banks and financial institutions for the purpose for which it was obtained.
c) There has not been any default in repayment of borrowings and interest during the current and previous financial years by the Holding Company except for below mentioned delays in financial year 2023-24 due to shortage of funds:

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d) The Holding Company is not declared wilful defaulter by any bank or financials institution or other lender.

e) The quarterly statements of current assets filed by the Holding Company with banks are in agreement with the Standalone books of accounts of the Holding Company except for certain differences which has been duly reconciled and presented here below:

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(Rs. In Lakhs)
Quarter Ended Value as per Value as per Difference Reason for difference
quarterly Ind AS
statements books of
filed with account
Banks
June 2023 3,948.14 4,022.77 (74.63) Due to estimated overhead
September 2023 4,497.87 4,592.98 (95.11) loading on the work in
December 2023 4,652.23 4,717.76 (65.53) progress and finished goods
March 2024 4,795.63 4,877.35 (81.72) stock and receivables stated
prior to adjustment of
Expected Credit Loss
provisioning (ECL).
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184

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS Note No 25:

Disclosure required under section 22 of the Micro, small and medium enterprises development Act, 2006 with respect to Holding Company:

Sr.	Particulars	As at	(Rs. In Lakhs) As at	(Rs. In Lakhs) As at
No.		31st March 2024	31st March	2023
1	Principal amount due and remaining unpaid	817.90		599.66
2	Interest due on above and the unpaid interest	14.84		28.43
3	Interest Paid
4	Payment made beyond the appointed day during the	1,666.25	1,314.99
	year
Interest due and payable for the period of delay 5		46.72		38.90
6	Interest accrued and remaining unpaid	14.64		28.43
7	Amount of further interest remaining due and payable	14.84		26.43
	in succeeding years

Not claimed by Suppliers of the Holding Company.

NOTE 26-

CONTINGENT LIABILITIES AND COMMITMENTS:

a) Contingent Liabilities (to the extent not provided for)

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(Rs.in Lakhs
Particulars As at As at
31 * March 2024 31 ' March 2023
A. CONTINGENT LIABILITIES NOT PROVIDED FOR:
Disputed Sales Tax/Excise Demands * 118.09 118.09
��
respective orders and had paid Rs. 40.40 Lakhs against the
dispute in earlier years,
Tax Deducted at Source 1.31 10.35
F.Y, 2008-09 till F.Y. 2015-16
��
Goods and Service Tax * 213.39
F.Y. 2017-18
The Holding Company has filed appeals against the
respective orders and has paid Rs. 9.60 Lakhs against the
dispute.
Custom Duty demands (F.Y. 2019-20) 36.40 36.04
B. CLAIMS NOT ACKNOWLEDGED AS DEBTS: 143.98 144.48
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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED » ND AS FINANCIAL STATEMENTS

Particulars

Particulars As at As at 31 March 2024 31 March 2023

C. GUARANTEES GIVEN: Corporate Guarantee given to banks and financial 3,250.30 3,340.23 institutions for credit facilities/performance guarantees extended by the Molding Company to Batliboi Environmental Engineering Limited (BEEL), a related party. Guarantees given by the Holding Company's bankers on 293.26 358.79 behalf of BEEL specific guarantee facility given in matter of one of its vendors (which is part of Corporate Guarantee shown in above row of Rs. 3,250.30 Lakhs (P.Y. Rs. 3,340.23 Lakhs) Guarantees given on behalf of the Holding Company by its 338.84 352.33 bankers.

I) The Group does not expect any reimbursement in respect of the above contingent liabilities,
li) It is not practicable to estimate the timing of cash outflows, if any. in respect of matters as specified above in note 26.a, above pending resolution of the appellate proceedings.
Ill) In respect of guarantees as specified in note 26.c given by the Holding Company to the bankers of BEEL, one of the related parties, BEEL has given counter guarantees to the bank on behalf of the Company.

b) Commitments:

1) Estimated amount of Contracts remaining to be executed on Capital Account and not provided for is Nil (31st March 2023: Rs. 1.44 Lakhs).

NOTE 27-

RELATED PARTY DISCLOSURES:

a. List of Related Parties * -

List of related parties where control exists and related parties with whom transactions have taken place and relationship:

i) Key Management Personnel and their relatives;

a) Mr. Nirmal Bhogilal. Chairman

b) Mr. Sanjiv Joshi, Managing Director
c) Mrs. Sheela Bhogilal, Director
d) Mr. Ghanshyam Chechani, Chief Financial Officer
e) Mr. Kabir Bhogilal, Chief X Officer/Director (Upto 10 February 2022 / w.e.f. 11 February 2022)

f) Mrs Maya Bhogilal

g) Mrs. Pooja Sawant, Company Secretary.

ii) Independent / Non-Executive Directors

a) Mr. Ameet Hariani

b) Mr. Eknath.Kshirsagar (upto 11* November 2023)
c) Mr. George Verghese

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BATLIBOl LIMITED

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS
d) Mr. Subodh Bhargava
e) Mr. Binoy Parekh (w.e.f. S'" February 2024)
f) Mr. Jai Diwanji (w.e.f. 9" ' February 2024}
iii) Enterprises over which Key Management Personnel are able to exercise significant
influence:
a) Batliboi Environmentai Engineering Ltd
b) Batiiboi internationai Limited
c) Batliboi Impex Ltd
d) Batliboi Renewable Energy Solutions Pvt Ltd (formerly known as Batliboi Enxco Pvt Ltd)
e) Suslime Pharma Ltd
f) Spartan Electricals
g) Bhagmal Investments Pvt Ltd
h) Delish Gourment Pvt Ltd
i) Hitco investments Pvt Ltd
)) Nirbhag Investment Pvt Ltd
k) Pramaya Shares and securities Pvt Ltd
I) Bhogilal Trusteeship Pvt Ltd
m) Katalyst Advisors Pvt Ltd ((w.e.f. February 2024)
iv) Entities in which management personnel are trustees:
a) Bhogilal Leherchand Foundation
b) Leherchand Uttamchand Trust Fund
c) Shekhama Family Trust
d) Bhogilal Family Trust
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�� of Indian Accounting Standard (Ind AS) - 24 disclosed above is as identified by the Holding Company and relied upon by the auditors.

B) Transactions & Outstanding Balances:

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(Rs. In Lakhs)
Sr.No. Particulars Entities in which Key Key Management
Management Personnel or Personnel and their
their relatives have Relatives
significant influence
2023-24 2022-23 2023-24 2022-23
Transactions
a) Purchase of goods/ material/ 240.22 267.33
services
b) Sale of goods/ materials/ services/ 1,876.99 1,579.19
recovery of expenses
c) Rent/License fee received(paid) (1.01) (1-73) (5.40) (5.40)
d) Bad Debts 131.56
e) Interest Paid (Received) 7.99 4.25
��
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187

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Sr.No.	Sr.No.	Particulars	Entities in which Key	Entities in which Key	Key Management	Key Management
		Management		Personnel or	Personnel and their
			their relatives have		Relatives
			significant	influence
			2023-24	2022-23	2023-24	2022-23
	0	Loans and Advance Received/		50.00		2,397.95
		(Refunded) (Net)
	9)	Loans and advances repaid		589.43	35.00
	h)	Remuneration			225.33	149.01
	i)	Director Sitting Fees			23.90	5.15
II)		Outstanding Balances
	a)	Loans Received			4,254.83	4,348.24
	b)	Loans and Advance Given		10.48
	c)	Receivabie (for goods, services and other items) -
		i) Trade Receivabies	496.84	381.53
		ii) Advance recoverable			0.94
	d)	Payables (for goods, services and other items)
		i) interest accrued and due on			95.04	95.04
		loans
		ii) Employee Reiated Liabilities			25.70	39.27
		iii) Trade Payables	35.35	55.43	2.57	20.41
	e)	Advance Received (for goods,	250.78	328.39
		services and other items)
	f)	Outstanding Guarantee	3,250.30	3,340.23
isclos utstan	ure din	of material transactions between thecompany and related parties and the status of g balances as on 31st March 2024
					(Rs. In Lakhs)
Particulars Enterprise / Key			Relationship		31st	31st
		Management			March	March
					2024	2023
Purchase of Goods/ materials/ services/ /payment of expenses Batlibol Environmental engineering Ltd Batliboi International Ltd			Entities in which key management personnel and/or their		100.09 9.83	146.83 9.96

C. Disclosure of material transactions between the company and related parties and the status of outstanding balances as on 31st March 2024:

188

Batliboi Ltd.

��

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Particulars	Enterprise I Key	Relationship	31st	31st
	Management		March	March
			2024	2023
	Batliboi Impex Ltd	relatives have	103.46	95.50
	Spartan Electricals	significant influence	17.84	15.04
	Katalyst Advisors Pvt Ltd		9.00
Sale of goods/ materials/services /recovery of expenses	Batliboi Environmental engineering Ltd Batliboi International Ltd	Entities in which key management personnel and/or their	1,274.39 527.11	976.17 578.55
	Batliboi Renewable	have relatives	62.62	18.11
	Energy Solutions Pvt Ltd	significant influence
	Spartan Electricals		7.95	1.26
	Batliboi impex Ltd		4.92	5.10
Rent/License fees received/(paid)	Batliboi Renewable Energy Solutions Pvt Ltd Batliboi Impex Ltd	Entities in which key management personnel and/or their	(2.57) 7.56	(3.29) 7,56
		relatives have
	Nirnial Bhogiial	significant influence Chairman	(5.40)	(5.40)
	(Guest House)
	Shekhama Family Trust	Trusts in which management personnel	(6.00)	(6.00)
		are trustees
Bad Debts	Batliboi International Ltd	Entities in which key		131.56
		management
		personnel and/or their
		have relatives
		significant influence
Interest Paid/ (Received)	Batliboi International Ltd Hitco Investments Pvt Ltd	Entities in which key management personnel and/or their		1.68 6.31
		have relatives
	Sheela Bhogiial	significant influence Key Managerial Person		4.25
Loans and advances received	Spartan Electricals	Entities in which key management		50.00
		personnel and/or their
		relatives have
	Nirmal Bhogiial	significant influence Key Managerial Person		1,352.95
	Sheeia Bhogiial			1,045.00
Loans and advances repaid	Batliboi International Ltd Hitco Investments Pvt Ltd	Entities in which key management personnel and/or their		29.43 560.00
		relatives have
		significant influence

�

-^ 14

189

Batliboi Ltd.

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Particulars Enterprise / Key		Relationship	31st	31st
Management			March	March
			2024	2023
Kabir Bhoqilal		Key Managerial Person	35.00
Remuneration paid to Nirmal Bhogilal		Chairman	41.99
Key Management Personnel their Relatives Kabir Bhogilal Sanjiv Joshi Pooia Sawant	Chief Officer/Director Managing Director Company Secretary		64.09 77.48 11.70	51.24 61,80 8,51
Ghanshyam Chechani	Chief Financial Officer		30.07	27.46
Director Sitting Fees Mrs.Sheela Bhogilal	Director		3.35	0.45
Mr. Ameet Hahani	Independent / Non-		5.60	1.20
Mr, Eknath Kshirsagar	Executive Director		2.55	1.30
Mr. George Verghese			4.05	0.90
Mr. Subodh Bhargava			5.65	1.30
Mr. Jai Diwanji			1.20
Mr. Binoy Parikh			1.50
Outstanding balances			Rs.	in Lakhs
Sr. No. Particulars		2023-24	2022-23
Outstanding Loans and Advances Received
A) Key Management Personnel and their relatives
Nirnial Bhogilal i)		3,118.00		3.152.86
Sheela Bhogilal ii)		1.136.83		1,160.38
iiil Kabir Bhogilal				35.00
Outstanding Loans and Advances Given
A) Entities in which key management personnel and/or
their relatives have significant influence
i) Batliboi Environmental Engineering Ltd				8.90
ii) Batliboi International Ltd				1.56
iii) I Batliboi Impex Ltd				0.02
Outstanding Receivable for goods, services and otheritems
Entities in which key management personnel and/or their relatives have significant influence A)
i) Batliboi Environmental Engineering Ltd		411.63		352.97
ii) Batliboi International Ltd		39.64		24,07
iii) Batliboi Impex Ltd		5.15		3.58
tv) Spartan Electricals		0.04		0.83
v) Batliboi Renewable Energy Solutions Pvt Ltd		40.38		0.08
B) Key Management Personnel and their relatives
Sanjiv Joshi i)		0.94
A.
iif
o I MUMBAIi2
� ��

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BATLIBOl LIMITED

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS
Sf. No. Particulars 2023-24 2022-23
Outstanding Payables for goods, services and other items
A) Entities in which key management personnel
and/or their relatives have significant infiuence
i) Batliboi International Ltd 1.71 2.57
ii) Batliboi Renewable Energy Solutions Pvt Ltd 0.71 0.07
iii) Spartan Electricals 5.88 3,73
iv) Batliboi Impex Ltd 1.32 4.57
VI Katalyst Advisors Pvt Ltd 3.24
B) Key Management Personnel and their relatives
i) Nirmal Bhogilal 62.11 92.81
it) Sheela Bhogilal 53.78 53.78
iii) Kabir Bhogilal 3.70 3.12
iv) Sanjiv Joshi 3.05
V) Ghanshyam Chechani 1.85 1.28
VII Pooia Sawant 0.52 0.66
C) Management personnel are trustees & Related
i) Shekhama Family Trust 22.49 44.49
D) Independent / Non-Executive Director 1.35
i) Mr. Binoy Parikh
Outstanding Advance received
A) Entities in which key management personnel and/or
their relatives have significant influence
i) Batliboi International Ltd 200.78 199.43
ii) Batliboi Renewable Energy Solutions Pvt Ltd 28.96
iii) Spartan Electricals 50.00 100.00
Outstanding Guarantees/collateral security
A) Entities in which key management personnel and/or
their relatives have significant influence
i) Batliboi Environmental Engineering Ltd 3,250.30 3,340.23
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vrs O/
f-.r
-k
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191

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BATLIBOi LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS NOTE 28 -

FINANCIAL DERIVATIVE INSTRUMENTS:

a. Derivative contracts entered into by the Holding Company and outstanding as at 31® ‘ March, 2024 for Hedging currency and interest related risks.

Nominal number of derivative contracts entered by the Holding Company and outstanding is given below;

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(Rs. In Lakhs)
Sr. Particulars 31' March 2024 31 March 2023
No.
1 Interest Rate Swaps
2 [ Currency Swaps
b. Foreign Currency payables and receivables that are not hedged by derivative instruments as on 31not hedged by derivative instruments as on 31
March 2024 and 31st March 2023:
Particulars 31st March 2024 31st March 2023
Foreign Currency Receivable (In FCY (In Rs. Lakhs) (In FCY (In Rs. Lakhs)
exposure: Lakhs) Lakhs)
Euro 6.58 591.84 7.83 700.00
US Dollar 0.54 45.28 0.30 24.76
Japan Yen 100.72 55.45 8.39 5.20
G8P 0.14
insignificant amount
Foreign Currency Payable
exposure
Euro 0.02 2.02 0.42 37.58
US Dollar 0.65 54.51
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b. Foreign Currency payables and receivables that are not hedged by derivative instruments as on 31not hedged by derivative instruments as on 31 March 2024 and 31st March 2023:
c. The Holding Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

NOTE 29-

DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD.19 EMPLOYEE BENEFITS” WITH RESPECT TO HOLDING COMPANY:

The Holding Company has classified the various benefits provided to employees as under:

a. Defined Contribution Plans:

The Holding Company has recogniz ed the following amounts in the Consolidated Statement of Profit and Loss which are included under contribution to Provident Fund and Other Funds:

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(Rs in Lakhs
Particulars 31st March 2024 31st March 2023
Contribution to Provident Fund 104.10 89.29
Contribution to ESIC 3.90 3.92
Contribution to Superannuation Fund 8.72 7.99
Total 116.72 101.20
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I
�
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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FiNANCIAL STATEMENTS

Provident Fund:

The Fair value of the assets of the provident fund trust as of the Balance Sheet date is greater than the obligation, including interest and also the returns on these plan assets including the amount already provided are sufficient to take care of provident fund interest obligations, over and above the fixed contributions.

b. Defined Benefit Plans:

The following details are pertaining to the Holding Company.:

						(Rs in Lakhs)	(Rs in Lakhs)
Sr. No.	Particulars	Gratuity (Non-Funded)		Leave Encashment (Non funded)		Compensated Absences (Non
						funded)
		31st	31st	31st	31st	31st	31st
		March	March	March	March	March	March
		2024	2023	2024	2023	2024	2023
1	Change in Benefit Obligation-
	Liability at the	293.53	280.31	127.26	120.22	11.07	10.77
	beginning of the year
	Interest cost	20.32	20.11	8.91	8.59	0.78	0.77
	Current Service Cost	18.06	19.51	15.59	19.78	20.55	21.73
	Benefit Paid	(21.62)	(28.25)	(30.22)	(30.51)	ii
	Actuarial (gain) / Loss	15.56	1.85	29.23	9.18	(18.05)	(22.20)
	on obligation
	Liability at the end of	325.85	293.53	150.77	127.26	14.35	11.07
	the year
2	��		��
	Present Vaiue of Plan
	Assets as at the
	beginning of the year
	Expected Return on
	Plan Assets
	Actuarial (Gainj/Loss
	Employers	21.62	28.25	30.22	30.51
	Contributions
	Benefits Paid	(21.62)	(28.25)	(30.22)	(30.51)
	Present Value of
	Planned Assets as at
	end of the year
3	Amount Recogni ed	in the Balance Sheet Including			areconciliation of the Present
	Value of Defined Benefit Obligation and			the Fair Vaue of Assets
	Present Value of	325.85	293.53	150.77	127.26	14.35	11.07
	Defined Benefit
	Obligation as at the
	end of the year
	Fair Value of Plan
	Assets as at the end
	of the year
									��
										J
							CA
								�

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED > ND AS FINANCIAL STATEMENTS

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Net Liability 325.85 293.53 150.77 127.26 14.36 11.07
recogniz ed in the
Balance Sheet as at
the end of the year
4. Expenses Recogniz ed in the Consolidated Statement of Profit and Loss
Service Cost 18.06 19.51 15.59 19.78 20.55 21.73
Interest Cost 20.32 20.11 6.91 8.59 0.78 0.77
Expected Return on
Plan Assets
Curtailment
Cost/(Credit1
Settlement
Cost/(Credit)
Total Expenses 38.38 39.62 24.50 28.37 21.33 22.50
recogniz ed in the
Profit and Loss A/c
5 Actual Return on Plan Assets
Estimated Contribution to be made in the next annual
year
The composition of plan assets: I.e. percentage of each category of plan assets to total
fair value of plan assets:
a) Govt of India ] H Tl T] TI Tl I
Securities
Corporate Bonds
c) Special Deposit
Scheme
d) Equity Shares of
Listed Companies
Property
f) Insurance Managed
Funds
51 Others
Total
6. Amount recognised in Other Comprehensive Income (PCI)
Actuarial (Gains)/ 15.56 1.85 29.23 9.18 (18.05) (22.20)
Losses on
Obligations for the
period
Re-measurement
(Return on Plan
Assets Excluding
Interest Income)
Change in Asset
Ceiling
Net (Income)/ 16.56 1.85 29.23 9.18 (18.05) (22.20)
Expenses for the
period recogniz ed
in OCI
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MUMBAI) a
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194

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BATLIBOi LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Principal Actuarial Assumptions at the Balance Sheet Date

Retirement age 58 years for employees at Manufacturing faciiities at Udhna and 60 years at other locations

Retirement age	58 years for employees at Manufactu other locations	58 years for employees at Manufactu other locations	58 years for employees at Manufactu other locations	ring faciiitiesat Udhna and 60 years at	ring faciiitiesat Udhna and 60 years at	ring faciiitiesat Udhna and 60 years at
Discount rate	6.97% p.a. I 7.22% p.a. I 6.97% p.a.			I 7.22% pTaT6.97%p.a. I 7.22% p.a.
Mortality	Indian Assured Lives Mortality (2012-2014) Ultimate
Salary	4% p.a.	4% p.a.	4% p.a.	4% p.a.	4% p.a.	4%p.a.
escalation
Projected benefits payable In future		years from thedate of reporting
1st following year	37.05	24.16	11.50	8.02	12.23	4.28
Sum of years 2 to 5	120.38	126.25	31.88	29.34	46.64	35.43
Sum of years 6 to 10	107.49	96.53	37.14	30.78	48.06	41.35
Sensitivity analysis on PBO
Delta effect of 1%	304.44	274.22	140.24	94.62	13.21	10.14
increase in rate of
discounting
Delta effect of 1 %	360.41	315.64	163.24	115.80	15.69	12.16
decrease in rate of
discounting
Delta effect of 1%	350.67	315.06	163.37	115.95	15.72	12.19
Increase In rate of
salary escalation
Delta effect of 1 %	303.87	274.29	139.97	94.35	13.16	10.10
decrease in rate of
salary escalation

Note No.30:

Earnings per share (EPSi

e No.30 nings per share (EPSi
Particulars	31 March, 2024	31 March, 2023
Profit/ (Loss) after Tax - (Rs in Lakhs)	916.34	1,055.95
No. of Equity shares of Rs.5 each outstanding	2,90.45,884	2,88,85,881
Weighted Average Number of Equity Shares Outstanding
during the year
For Basic	2,90.06,921	2,87,39,170
For Diluted	2,94,72,980	2,95,91,173
EPS (Rs.)
Basic	3.16	3.67
Diluted	3.11	3.57

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BATLIBOI LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS Note No. 31 - Fair Value Measurements:

The following disclosures are made as required by Ind AS -113 pertaining to Fair value measurement:

a. Accounting classification and fair values

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following table shows the carrying amounts and ir values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of lair value.

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(Rs. In Lakhs;
Particulars As at 31-Mar-24 As at 31-Mar-23 Fair Value
Amortised FVPL At Amortise FVPL At Measurement
Cost Cost d Cost Cost Hierarchy
FINANCIAL ASSETS
Investments 5.00 5.00 Level 2
Trade receivables 3,976.79 3,425.78
Cash and cash 1,455.82 463.75
equivalents
Other Bank balances 85.48 199.25
Loans 0.55
Others 588.70 370.79
Total Financial Assets 6,106.79 S.OO 4,460.12 5.00
FINANCIAL
LIABILITIES
Borrowings 7,712.98 7,361.28
Lease Liabilities 268.28 131.22 Level 2
Trade payables 4,000.27 2,949.89
Other financial liabilities 3,015.86 2,886.22
Total Financial 14,997.39 13,328.61
Liabilities
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b. Measurement of fair values:

The following tables shows the valuation techniques used in measuring Level 2 feir values.

Type Fixed Rate Borrowings

Valuation technique Discounted cash flows; The valuation model considers the present value of expected payment discounted using appropriate discounting rates.

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

c. Financial risk management

The Group has exposure to the Credit risk, Liquidity risk and Market risk arising from financiai instruments.

Risk Management Framework: The Holding Company's Board of Directors has overali responsibility for the establishment and oversight of the Group’ s risk management framework. The Board of Directors of the Holding Company has established the Risk Management Committee (RMC), which is responsible for developing and monitoring the Group's risk management policies.

The Group’ s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits to control / monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

The Group’ s financial risk management is an integral part of how to plan and execute its business strategies. The Group's financial risk management policy is approved by the respective Companies Board of Directors.

d. Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’ s receivables.

Trade receivables: The Group considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

The following table provides information about the exposure to credit risk and measurement of loss allowance using Lifetime expected credit loss for trade receivables;

					(Rs. In Lakhs)
Particulars	Up to 6	6 months,	1 year to 3	More than 3	Total
	months	to 1 yr.	years	years
As at 31st March 2024
Gross Carrying Amount	3,402.25	345.87	192.57	242.33	4,183.02
Specific Provision				206.23	206.23
Carrying Amount	3,402.25	345.87	192.57	36.10	3,976.79
					(Rs. In Lakhs)
As at 31st March 2023
Gross Carrying Amount	2.948.43	210.08	132.57	352.15	3,643.23
Specific Provision				217.45	217.45
Carrying Amount	2,948.43	210.08	132.57	134.70	3,425.78

Cash and cash equivalents:

The Group held cash and cash equivalents of Rs. 1,455.82 lakhs as at 31st March 2024 (31st March 2023: Rs. 463.75 lakhs). The cash and cash equivalents are held with reputed banks.

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BATLIBOi LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

e. Liquidity Risk:

Liquidity risk is defined as the risk that the Group wiil not be able to settie or meet its obiigations on time or at a reasonable price. The Group's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

(Rs. In Ukhs)

Particulars	Carrying		Contractual cash flows	Contractual cash flows	Contractual cash flows
	amount	Uptol year I	1-2 years	2-5 years	More than 5 years	Total
As at 31st March 2024
Non-derivative financial	liabilities
Borrowings	7,712.98	2,134.22	530.59	404.67	4,643,50	7,712.98
Interest	97.62	2.58			95.04	97.62
Trade payables	4,000.27	3,880.12	120.15			4,000.27
					(Rs.	In Lakhs)
As at 31st March 2023
Non-derivative financial
liabilities
Borrowings	7,361.28	1,235.58	94.77	1,306.09	4,724.84	7.361,28
Interest	95.04				95.04	95.04
Trade payables	2,949.89	2,789.27	160.62			2,949.89

f. Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and commodity prices, will affect the Group's income or the value of its financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables, long tenn debt and commodity prices. The Group is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and commodity price risk,

g. Interest rate risk:

Exposure to Interest rate risk:

Gioup's interest rate risk arises from borrowings. The interest rate profile of the Group's interest-bearing long-term financial instruments is as follows:

(Rs In Lakhs) Particulars 31st March 2024 31st March 2023 Fixed-rate instruments 1,678.69 1,536.05 Variable-rate instruments 1,138.16 848.00 Total 2.816.85 2.384.05

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

h. Currency risk:

The Group is exposed to currency risk on account of its operating and financing activities. The functional currency of the Holding Company is Indian Rupee.

To the extent the exposures on purchases and borrowings are not economically hedged by the foreign currency denominated receivables, the Group uses derivative instruments, like, foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange and principal only swap rates. The Group does not use derivative financial instruments for trading or speculative purposes,

The Group evaluates exchange rate exposure arising from foreign currency transactions and the Group follows established risk management policies including the use of derivatives like foreign exchange forward contracts to hedge exposure.

Exposure to currency risk:

The currency profile of financial assets and financial liabilities as at 31st March 2024 and 31st March 2023 are as below:

are as below
						fRs. In Lakhs)
Particulars	Total	INR	JPY	EURO	USD	GBP
As at 31st March 2024
Financial assets
Cash and cash	1,455.82	1,455.82
equivalents
Loans and advances	529.14	516.63			12.51
Other current financial	85.46	85.48
assets
Trade and other	3,976.79	3,296.59	55.45	591.84	32.77	0.14
receivables
Other Non urrent	64.56	64.56
financial asset
Exposure for assets	6,111.79	5,419.08	55.45	591.84	45.28	0.14
Financial liabilities
Long term borrowings	5,578.77	5,578.77
Short term borrowings	2,134.21	2,134.21
Trade and other	4,000.27	3,945.75			54.52
payables
Other Current financial	2,668.97	2,666.95		2.02
liabilities
Other Non-Current	615.17	615.17
financial Liabilities
Exposure for liabilities	14,997.39	14,940.85		2.02	54.52
1 1
Net exposure (A-6)	(8,885.60)	(9,521.77)	55.45	589.82	(9.24)	0.14

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FtNANCIAL STATEMENTS

					(Rs. In Lakhs)
Particulars	Total	INR	JPY	EURO	USD
As at 31st March 2023
Financial assets
Cash and cash equivalents	463.75	463.75
Loans and advances	304.62	304.62
Other current financial	199.25	199.25
assets
Trade and other receivables	3,425.78	2,695.82	5.20	700.00	24.76
Other Non-current financial	71.72	71.72
asset
Exposure for assets (A)	4,465.12	3,735.16	5.20	700.00	24.76
Financial liabilities
Long term borrowings	6,125.70	6,125.70
Short term borrowings	1,235.58	1,235.58
Trade and other payables	2,949.89	2,949.89
Other Current financial	2,492.86	2,455.28		37.58
liabilities
Other Non-Current financial	524.58	524.58
Liabilities
Exposure for liabititles (B)	13,328.61	13,291.03		37.58
Net exposure (A-B)	(8,863.49)	(9,555.87)	6.20	662.42	24.76

Sensitivity analysis;

A reasonably possible change in foreign exchange rate at 31* March by 4% would have increased or decreased impact on Profit / (Loss) (before tax) as below:

decreased impact on Profit / (Loss) (b	efore tax) asbelow
		(Rs in Lakhs)
Particulars	For the year ended	For the year ended
	31 March 2024	31 March 2023
Movement in exchange rate	4%	4%
impact on profit and loss
JPY-INR	2.22	0.21
EURO-INR	23.59	26.50
USD-INR	0.37	0.99
GBP-INR	0.01

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MUMBAI
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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note No. 32: .

Disclosure relating to Revenue from Contract

a) Disaggregation of revenue into Customer Categories and Geographical areas:

Revenue disaggregation by industry vertical is as follows:

Industry Vertical	Year Ended	(Rs. In Lakhs) Year Ended
	31st March 2024	31st March 2023
Machine Tools	16.713.42	12,443-14
Textile Engineering	11.838.05	12.877.44
Others	87.70	62.58
Total Rs.	28,639.17	25.383.26 t

Revenue disaggregation by geography is as follows;

	Geography	Year Ended	(Rs. In Lakhs) Year Ended
		31st March 2024	31st March 2023
India		17,544.57	17,511.47
Foreign		11,094.60	7.871.79
	Total Rs.	28,639.17	25,383.26 I

b) Performance Obligation under contract with customers:

Performance obligations are satisfied at the point of time when the customer obtains the control of the goods. All the unsatisfied performance obligations as on 31* ' March 2024 which are part of contract is expected to be completed within duration of one year.

Note No. 33:

Capital Management

For the purpose of the Group's capital management, capital Includes issued equity capital, share premium and all other equity reserves. The primary objective of the Company's capital management is to maximise the shareholder value.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

		(Rs. In Lakhs
Particulars	31st March 2024	31st March 2023
Loans and Borrowings	7.712.98	7,361.28
Trade Payables	4,000.27	2,949.89
Other Financial Liabilities	3,284.14	3.017.44
Less Cash and Cash Equivalents	1,455.82	463.75
Net Debts	13.541.57	12.864.86
Equity	14,610.05	13,617.09
Capital and net debt	28.151.62 I	26,481.95
Gearing ratio	48%	49%

Note No 34:

Disclosure for provisions:

The aforesaid provision are made for warranty cover related to goods sold and jobs executed (Refer Note 17.4):

)
					(Rs. In Lakhs)
Provisions	Opening Amount	Additional provision	Amount utilised	Amount reversed	Closing balance
2023-24	103.19	86.89	11.10	58.76	120.02
2022-23	105.03	58.15	58.55	1.44	103.19

Note No 35;

ESOP Related Disclosure:

Pursuant to the resolution passed in the extra ordinary general meeting in the year 2011-12, the Holding Company had reserved 28,68,255 options to the eligible employees of the Holding Company and its subsidiaries under the Employee stock option scheme. Summary of stock options as on 31* ' March 2024 is as follows; -

Name of Plan	Number of Options	Exercise Price
ESOP 2011-12-Phase1	10,00,000	Rs. 15.75
ESOP 2012-13-Phase 2	1,00,000	Rs. 15.75
ESOP 2014-15-Phase 3	3,50,000	Rs. 15.75
ESOP2015-16-Phase4	2,50,000	Rs. 15.75
ESOP 2017-18-Phase 5	1,00,000	Rs. 15.75
ESOP 2018-19-Phase 6	4,50,000	Rs. 15.75
ESOP 2018-19-Phase 7	8,30,000	Rs. 45.00
ESOP 2023-24 - Phase 8	25,000	Rs. 45.00
ESOP 2023-24 - Phase 9	50,000	Rs. 55.00

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMFNTS

Number and weighted average exercise prices of stock options for each of the following groups of options -	Number of Options	Number of Options	Weighted Average Exercise Price (In Rs.)	Weighted Average Exercise Price (In Rs.)	Weighted Average Exercise Price (In Rs.)	Weighted Average Exercise Price (In Rs.)
	2023-24	2022-23	2023-24	2022-23
- Outstanding at the beginning of the year	10,40,003	4,45,000	15.75			15.75
- Granted during the ' - Forfeited/ Lapsed during the year	75,000 50,000	8,30.000 64,999	51.67			45.00
- Exercised during the year	1,60,003	1,69,998
- Outstanding at the end of the year	9,05,000	10,40.003	45.55			39.09
- Exercisable at the end of the year		1,09,999	15.75			15.75
Number of Option Vested during the Year	1,00,001	1,08,333
Total number of shares arising as a result of exercise		1,60,003	Shares
Money reali ed by exercise of options (Rs.)		25.20 Lakhs
For stock options exercised during the period the weighted average share price at the date of exercise.If options were exercised on a regular basis throughoutthe	1,60,003 options were exercised during the year at the rate Rs. 15.75 per option.
period, the weighted average share price during the
period. (Rs.)
For stock options outstanding at the end of the period, the range of exercise prices and weighted average	Range of exercise Prices (Rs.)		Weighted average contractual life
remaining contractual life (vesting period exercise period). If the range of the exercise prices is wide,the			(Years)
outstanding of those options should be divided into
ranges that are meaningful for assessing the number
and timing of additional shares that may be issuedand
cash that may be received upon exercise of those
options.
	2023-24	2022-23	2023-24	2022-23
ESOP 2022-23 - Phase 3	45.00	45.00	7.87		8.87
ESOP 2023-24 - Phase 8	45.00		8.16
ESOP 2023-24 - Phase 9	55.00		8.47
For liabilities arising from employee share-based
payment plans
- Total carrying amount at the end of the period	- Carrying amount as at		SI Mardi 2024			- Rs.
	50.18 lakhs. (31 March 2023 - Rs.				23.36
	Lakhs)
- Total intrinsic value at the end to the period forwhich No cash settled awards given out.
the right of the employee to cash or other assets had
vested by the end of the period.

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BATLIBOi LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Diluted earnings per share (EPS) pursuant to issue of shares on exercise of option.

Rs. 3.16 Basic Earnings per share (P.Y. Rs. 3.67) Rs. 3.11 Diluted Earnings per share (P.Y. Rs. 3.57)

Note No 36: Leases

Set out below are the carrying amounts of lease labilities and the movement:

Set out below are the car	rying amounts of lease labilit	iesand the movement
			(Rs. In Lakhs)
	Particulars	2023-24	2022-23
Opening Balance		131.22	191.95
Additions/Modifications		199.93	1.91
Interest on Lease Liability		29.18	17.98
Repayments		(92.05)	(80.62)
Closing balance		268.28	131.22
Current		54.60	47.88
Non-Current		213.68	83.34
Total		268.28	131.22

The maturity analysis of undiscounted lease liabilities are as follows:

The maturity analysis of undiscounted lease liabilitiesare as follows
		(Rs. In Lakhs)
Particulars	2023-24	2022-23
Less than 1 year	83.59	60.74
1 to 5 years	206.05	97.83
More than 5 years	115.21
Total	404.85	158.57
The following amounts are recogni ed in the ConsolidatedStatement of Profit and Loss
		(Rs. In Lakhs)
Particulars	2023-24	2022-23
Depreciation expense on riqht-of-use asset (Note 8)	71.34	63.75
Interest expense on tease liabilities (Note 22)	29.18	17.98
Expense relating to short term leases including servicecharges	19.58	25.16
(included in other expense as rent)
Total	109.04	106.89

The Group had total cash outflows for leases of Rs. 92,03 Lakhs (P.Y. Rs. 80.62 Lakhs) (excluding interest) for the year ended 31 March 2024. The Group did not have any non-cash additions to right-ofuse assets and lease liabilities for the year ended 31 March 2024. Further, there are no future cash outflows relating to leases that have not yet commenced.

The Lease agreement of corporate office of the Holding Company with Bharat Line Limited has been expired during the year and the execution of the renewed agreement is in process. As the renewal of the lease agreement is certain, the lease tenure and escalation has been estimated by the Holding Company based on the same terms of the previous year’ s agreement and accordingly Right to Use asset and corresponding tease liability has been recognised.

.sj o ' ' MUMBAI i*

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note No.37!

Audit, Legal and Professional Charges lexcludina Service Tax/ GST> shown under other expenses (Note 231. includes the following payments to auditors:

				(Rs. In Lakhs)
	Particulars	2023-24		2022-23
a) Audit Fees			35.08		44.33
b) Certification			4.52		4.92
Total			39.60		49.25

Note No. 38:

Reconciliation between opening and closing balances in the Consolidated Balance Sheet for liabilities arising from financing activities as required bv Ind AS 7 “ Statement of Cash Flows” is as under:

					(Rs. in Lakhs)
Particulars		31st March 2024		31st	March 2023
Cash and Cash Equivalents			1,455.82		463.75
Current Borrowings (including interest)			(2,134.21)		(1,235.58)
Non-Current Borrowings	(including interest)		(5,676.39)		(6,220.74)
Net Debt			(6,354.78)		(6.992.S7)
Particulars	Other	Liabilities from financing activities			Total
	Assets
	Cash and	Non-Current	Current
	Bank Balance	Borrowings	Borrowings
Net Debts as at 31st March 2023	463.75	(6,220.74)	(1.235.58)		(6,992.57)
Cash Flows	992.07	500.82		(903.79)	589.10
Interest Expense		(73.58)		(298.40)	(371.98)
Interest Paid		71.00		303.56	374.56
Other non-cash
movements -
- Acquisitions/ disposal
- Fair Value adjustments		46.11			46.11
Net Debts as at 31st March 2024	1,455.82	(5,676.39)	(2,134.21)		(6,354.78)
Particulars	Other	Uabilities from financing activities			Total
	Assets
	Cash and	Non - Current	Current
	Bank Balance	Borrowings	Borrowings
Net Debts as at 31st March 2022	1,168.88	(4,322.61)	(3,036.37)		(6,190.10)
Cash Flows	(705.13)	(1,958.27)		1,806.93	(856.47)
interest Expense		(52.08)		(359.83)	(411.91)

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BATLIBOI LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

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Particulars Other Liabilities from financing activities Total
Assets
Cash and Non-Current Current
Bank Borrowings Borrowings
Balance
Interest Paid 47.82 353.69 401.51
Other non-cash
movements -
- Acquisitions/ disposal
- Fair Value adjustments 64.40 64.40
Net Debts as at 463.75 (6,220.74) (1.235.56) (6,992.57)
31st March 2023
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Note No. 39:

During the year, the Holding Company has filed the draft scheme of Amalgamation between Battiboi Environment Engineering Limited and the Holding Company which was approved by Board of Directors of the Holding Company on 11'" March 2024. Subsequently process for seeking approval to the scheme of amalgamation from the regulatory authorities is in process. Accordingly, the Holding Company has filed an application to obtain no objection certihcate(NOC) from the stock exchange i.e; Bombay Stock Exchange(BSE).

Note No, 40:

The Holding Company at the Extra Ordinary General Meeting held on 29” ' March 2024 has approved issue of upto 56,14,000 equity shares on preferential basis. The Holding Company has received application money during the month of April 2024. The Holding Company has allotted 52,64,000 equity shares at an issue price Rs. 113.50 per share on 12’ " April 2024. Further, the Holding Company has received listing approval of the above-mentioned shares on S'" May 2024 and trading approval on 24* May 2024 from the stock exchange i.e; BSE.

Note No, 41;

CORPORATE SOCIAL RESPONSIBILITY fCSRl:

The provisions of Section 135 of Companies Act, 2013 became applicable to the Holding Company from 1st April 2023. However, the gross amount required to be spent by the Holding Company during the year was Rs. Nil Lakhs, as the average net profit of the Holding Company for the three immediately preceding financial years was net loss of Rs. (109.93 Lakhs). Hence the disclosures required to be made in respect of CSR expenditure is not applicable for the year ended 31 “ March 2024.

Note No. 42:

Queen Projects (Mauritius) Ltd, is undergoing a voluntary liquidation process and consequently the Shares of Quickmill Inc. and 760 Rye street Inc. (Canada), two step down subsidiaries of the Company, earlier held by Queen Projects (Mauritius) Ltd. have been transferred to the Company on 28th July 2023. The liquidation application of the said subsidiary was approved on 29th February 2024 and the subsidiary company shall dissolved within three months from the date of approval.

Note No. 43;

Proposed Dividend on Equity and Preference Shares

The Board of Directors of the Holding Company at its meeting held on 27* May 2024, has proposed to declare final dividend of Rs. 0.50 per equity share(10%) and Rs. 1.00 per preference shares (1%) for the year ended 31“ March 2024 (P.Y. Rs. Nil)).

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(Rs. in Lakhs)	Share In total comprehensive income	Share In total comprehensive income	As % of Amounts	consolidated total	comprehensive	comprehensive	Income		50.91 465.00			(0.26) (2.33)	61.99 566.28	10.25 1.13						(13.77) (125.76)		100.00 913.44
	Sr. Name of the Entity Net Asset, l.e total assets minus total Share in Profit or loss Share in other comprehensive Income No.	liabilities	As % of consolidated Amounts As % of consolidated As%of consolidated other Amounts Amounts		net assets profit or loss comprehensive	income		Parent	Batliboi Limited 1 65.68 12,518.14 52.85 484.30 665.52 (19.30)	Subsidiaries	Foreign	Queen Projects Mauritius Ltd., Mauritius 1 0.33 3.06 185.86 (5.39)	Quickmill Inc., Canada 2 22.73 3,321.18 59.89 548.81 (602.41) 17.47	760 Rye Street, Canada 230.31 (109.66) 3 1.58 0.78 7.07 3.18	Non-Controlling Interest In all Subsidiaries	1 Queen Projects	Mauritius Ltd., Mauritius	Quickmill Inc., Canada 2	760 Rye Street, Canada 3	Consolidation Financial Statements adjustments (9.99) (1,459.58) (13.85) (126.90) (39.31) 1.14	and eliminations	ToUl 100.00 14,610.05 100.00 916.34 100.00 (2.90)
																							I

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864.91 (53.02) 216.63 7.34 5.31 1,041.17
Amounts
(Rs. In Lakhs)
income 83.07 (5.09) 20.81 0.70 0.51 100.00
As % of Income
Share In total comprehensive comprehensive
consolidated total
8.06 (32.45) 3.82 0.55 5.24 (14.78)
Amounts
income (54.53) 219.55 (25.85) (3.72) (35.45) 100.00
As%of income
Share In other comprehensive comprehensive
consolidated other
Amounts 856.85 (20.57) 212.81 6.79 0.07 1,055.95
81.14 (1.95) 20.15 0.65 0.01 100.00
As%of
Share In Profit or loss
consolidated profit or loss
Amounts 11.986.75 2,623.03 2,871.04 220.58 (4,084.31) 13,617.09
liabilities 88.03 19.26 21.08 1.62 (29.99) 100.00
Net Asset, I.e; total assets minus total As%of
net assets
consolidated
Name of the Entity
Parent: Batliboi Limited Subsidiaries: Foreign Queen Projects Mauritius Ltd., Mauritius Quickmill Inc., Canada 760 Rye Street, Canada Non-Controlling Interest In all Subsidiaries: Queen Projects Mauritius Ltd., Mauritius Quickmill Inc., Canada 760 Rye Street, Canada Consolidation Financial Statements adjustments and eliminations Total
Sr. No. 1 1 2 3 1 2 3
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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS Note No. 45: Additional Regulatory Disclosures:

i) a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company to or in any other person(s) or entity(ies). including foreign entities (“ Intermediaries" ) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Holding Company (Ultimate Beneficiaries).
b) The Holding Company has not received any fund from any party(s) (Funding Party) with the understanding that the Holding Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Holding Company (“ Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
ii) For the year ended 31st March 2024, there are no instances of transactions not recorded in the books of account of the Holding Company, which have been surrendered or disclosed as income in the tax assessments under the Income Tax Act. 1961 (43 of 1961).
iii) The Holding Company has not traded or invested in Crypto currency or Virtual Currency during the year.
Iv) The Holding Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
v) The Holding Company has not undertaken any transactions with companies struck off under section 248 of Companies Act. 2013 or section 560 of the Companies Act, 1956.
Vi) There is no charge form fifed beyond the statutory period for registration of charges or satisfaction with Registrar of Companies by the Holding Company.
vii)The Holding Company has not granted any loans or advances in the nature of loans to its promoters, directors, Key Managerial Personnel’ s and the related parties, either severally or jointly with any other person, Uiat are repayable on demand and/or without specifying any terms or period of repayment.

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MUMBAI )C
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-iif r liiwf

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1
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	Reason for	Variance for	more than 25%	NA		NA		NA			NA		NA			NA			NA		Note 1		NA
	%	Variance		(3.23%)		0.72%		(9.57%)			19.55%		0.13%			13.39%			(2.12%)		218.38%		23.09%
	As at	31st March	2023	1.10		0.55		3.11			8.07%		6.63			6.93			4.66		(25.70)		4.16%
viii) Analytical Ratios	Ratio Numerator Denominator As at	31st March	2024	(a) Current Ratio Total Current Assets Total Current Liabilities 1.13	(in times)	(b) Debt-Equity Ratio Total Debt and lease Total Equity 0.55	(in times) liabilities	(c) Debt Service Earning for Debt Service Net Profit after taxes Non �� Debt Service - interest and �� repayments 3.41 Coverage Ratio (in times)	Interest other non-cash	adjustments	(d) Return on Equity Net Profit/(Lo8S) after tax Average Total Equity 6.49%	Ratio (in %)	(e) Inventory Turnover Sales of Products Average Inventory 6.63	Ratio	(in times)	(f) Trade Receivables Revenue from rendering of Average Accounts 7.74	turnover ratio operations Receivable	(in times)	(g) Trade payables turnover Purchases Average Trade Payables 4.96 ratio	(in times)	(h) Net capital turnover ratio Revenue from rendering of operations Average working capital (i.e. Total current assets less 30.43	Total current liabilities) (in times)	(I) Net profit ratio (in %) Net Profit aftertax Revenue from rendering of operations 3.20%

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BATLIBOl LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

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Ratio %
31st March
(j) Return on Capitai Profit before tax and Capital empioyed = Net worth 6.88% NA
Lease iiabilities Deferred
tax iiabliities
(k) Return Income generated from 3.93% (41.24%)
investment (in %) invested funds (Bank
Deposit)
Denominator As at Reason for
31st March Variance Variance for
2024 2023 more than 25%
7.44% (8.10%)
interest
(in %)
on 6.70% Note 2
Notes:
Numerator As at
empioyed
Average invested funds in
investments (Bank Deposits)
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Increase in revenue from operations and improvement in working capital position has resulted in variance.
Decrease in investment in Bank Deposits has resulted in reduction in the ratio.

�

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BATLIBOI LIMITED

NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note No.46:

Events after reporting date

The Holding Company has allotted 52,64,000 equity shares on preferential basis at an issue price of Rs. 113.50 per share (total amount received Rs. 5,974.64 Lakhs) on 12* April 2024 (Refer note 40 of these Consolidated Ind AS Financial Statement). There have been no other significant events after the reporting date that require disclosure in these Consolidated Ind AS financial statements.

Note No. 47:

Previous year's figures have been reclassified and re grouped to confirm to current years classification ar> d grouping.

Signature on notes on accounts For Mukund M. Chitale & Co. Chartered Accountants

For and on behalf of the Board of Directors

Firm Reg. No. 10665SW

MUMBAI * ? (Nisha Yadav)Partner fOACCO 8 M.No.135775 Place: Mumbai Date: 27* May 2024

Nirmal Bhogilal Chairman DIN No. 00173168

Ghanshyam Chechani Chief Financial Officer

Manb^ ing Director DIN No.08938810

Pooja Sawant Company Secretary

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Country Mauritius Canada tanede
LOOK lOOX lOOK
Nof sharaholdliic
Pnsposed dividend
(199J7) 523.98 7.07
Prpflt/(Losa} after taxaOon
Provision for taxation 168.54 2 55 I
(199.27) 692.52 9.63
ProOt/ (Loss) before taaetion
9,110.88 103.71
Turnover
Companlet (Actoountt) Rules, 2014)
Investrronts
eO with Rule 5 of 3,062-77 627.01
statement of subtWIartes
Total llabilltlesCexdudIng share capital and reserve and surplus)
aldlariei
: Sul> 8,153.30 857.32
A"
FennNo.AOC-1 Total assets
tet
129 of the Companies An, 2013, i« Surplus (5.75) 9,19g.?6 230.31
Its. ki takhs cacepl K of thatehoMInf end nchaiw rate Reserve &
5.75 OJO
Statement contalnint salient faatums of the hnandal 1J92.17 ��J
Share Capital
�
pjf WUMBAI Jt”
nt to flnt provtso to Subjection (3) of StcGon
| Punu Exchange rate lMUflvlts.1.79 1CAO-RS.61J8 lCAOuRs.61.38
HM
J
Financial period ended 31-Mer-24 31-Mer-24 314dar.24 SANIIVJ^ oapi^M» DJN: 06938610 POOJASAWANT Company Secretefy
'4 lOuLprUJT 12-Apr417 15-Apr-09
nIL
llguldadon process.
Date Since when subildlerv was acpulrad
,cLa-^
Name of Subsldlaiy Quean Project (Mauritius) Ltd. Quidcmifl Inc. 760 Rye Street Inc.
’ c^
Sr.No. 1 2 3 Notes: 1. Subsidiaries which areyet tocommenceopertalon Is 2. Ounng 4e year Queen Profen (Mauiithis) Ltd. Is In NIRI Chairman DiNMo.oomiea QHANSHYAM CHeOUNI iefnnaoe4a] Officera> Place: Mumbai aiad : 27th May 2024
f r
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Annexure 3B

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BATLIBOI LIMITED
BALANCE SHEET AS AT 30TH JUNE. 2024
(Rs. In Lakhs)
Particulars Notes As at As at
30-Jun-24 31.Mar-24
ASSETS
1 Non-current assets
(a) Property, F^ ent ar> d Equipment 5 16,469.24 18,527.92
(b) Capital work-in-progress 5 79.95 62.92
(c) Right of use assets 251.61 246.46
(d) Other IntangIQIe assets 5 13.87 15-11
(e) Rnandal Assets
11.I. Trade receivablesInvestmems 8.17 4,554.27256.69 226.66550.44
IB. Loans 8.2
(f) Other non-current assets 8.3 88.94 59.56
Total Non current Assets 23,734.77 19,691.07
2 Current assets
(a) Inventories 9.1 1,806.15 1,937.99
(b) Flnanciai Assets
I. Trade receivables 9.2 2,773.73 2,710-70
II. Cash and cash equivalents 9.3 135.92 62.66
Bank balances other than (11) above 9.4 85.60 85.48
Iv. Loans 10,1
V, Othars 10.2 347.87 222.57
(c) Currant Tax Assets (Net) 10.3 54.43 44.91
(d) Other current assets
Total current Assets 5,203.70 5,064.31
3 Non Current Asset Held for Sale 11 1,779.39 1,779.39
Total Assets 30,717.86 26.834.77
EQUITY AND LIABILITIES
1 Equity
(a) Equity Share capital 12.1 1,715.49 1.452.29
(b) Other Equity 12.2 18,674.32 11,065.85
Total Edulty 16,389.61 12.518.14
UABILITIES
2 Non-current MabilHies
(a) Financial Liabflties
1. Bontwings 13.1 4,979.48 4,985.48
li. Lease Liabilities 34 224.24 213.68
IB. Trade payables
Total outstanding dues of micro enterprises and small 13.2 ZZT 5.18
enterprises
Total outstanding dues of creditors oOier than micro 13,2 109,31 114.96
enterprises and small enterprises
Iv, Other financial liabilities 13.3 95.04 95.04
(b) Provisions 13.4 406.48 407.10
(e) Deferred tax liabilities (Net) 14 1.564.16 1,546.60
(d) Other non-current liabilities 13.5 443.90 306.44
Total Nett< urTent liabilities 7,824.88 7,67448
3 Current liabilities
(a) Financial Liabilities
I. Bomowings 15.1 718.87 2,111.80
ii. Lease Liabiltiss 34 52.06 54.60
lli. Trade payables
Total outstanding dues of micro enterprises and small 15.2 765.91 812.72
enterprises
Total outstanding dues of credltws other than micro 16.2 1,656.01 1.633.63
enterprises and small enterprises
(b) Other current liabilities 15.3 1,173.10 1,588.70
(c) Provisions 1S.4 137.23 140.70
Total Current liabilities 4,503.17 6,342.15
Total^ Eguit^ andUabilities 30,717.86 26,634.77
For and On Behalf of the Board of Directors
r
MUMBAljp
ca
j
SANJIV JOSHI
Managing Director �
DIN No.08938810
Place: Mumbai
Date:
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BATLIBOl LIMITED
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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 30TH JUNE, 2024

						(Rs. In Lakhs
		Particulars		Notes	Year ended	Year ended
					30-June-24	��
		INCOME
	I	Revenue From Operations		16	4,143.96	19,660.07
	II	Other Income		17	182.35	773.02
		Total Income (H-ll)			4,326.31	20,333.09
	IV	E PENSES
		Cost of materials consumed Purchases of Stock-In-Trade Changes in inventories of finished goods, Stock-in Trade and work-in-progress	-	18.1 18.2 18.3	1,304.69 917.52 203.19	7,003.20 5,083.74 (122.10
		Empioyee benefits expense		19	745.87	2,749.23
		Finance costs		20	90.81	418.99
		Depreciation and amorti ation expense		5 6	82.46	317.02
		Other expenses		21	927.47	4,091.49
		Total expenses (IV)			4,272.01	19,541.57
V		ProfIt/(los8) before exceptional items and tax (III-			54.30	791.52
		IV)
VI		Exceptional Items
VII		Profit/(lo8s) before tax (V-VI)			54.30	791.52
ni		Tax expense
		(l)Current tax (2) Deferred tax credit / (charge)		14	(12.76)	(30.75 (269.47
		(3) Mat credit utilised / (Reversed)				(7.00)
I		Profit (Loss) for the year			41.54	484.30
Other Comprehensive Income
		A (i) Items that wiil not be reclassified to profitor loss			17.26	(26.74
		(ii) Income tax relating to items that will not be		14	(4.80)	7.44
		reclassified to profit or loss
		B (i) Items that wiil be reclassified to profit orloss
		(ii) Income tax relating to items that vwll be reclassified
		to profit or loss
I		Total Comprehensive Income for the year (I )			54.00	465.00
		(Comprising Profit (Loss) and Other Comprehensive Income for the year)
II		Earnings per equity share		28
		(1) Basic			0.12	1.67
		(2) Diluted			0.12	1.64
				For and On Behalf of the Board of Directors
						' llcfll
						SAt JOSHI	�
						Managing Director
						DIN No. 08938810
Place		Mumbai
Date

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	Amounts	1,444.29	8.00	1,452.29	263-20	1,715.49	(Rs. In Lakhs	(Rs. In Lakhs		Total		10,542.47	484.30	41.19	41.19	31.58	(14.38)	(19.30) 11,065.85	41.54	11.64	11.64		5,542.84	12,46 16,674.32	12,46 16,674.32		/ .y
	Nets					12.1			Reserves and Surplus Employee Investment Stock Option Allowance Other Comprehensive Retained Earnings		Reserve Reserve Income	23.36 63.05 1.60 8,673.32	484.30	41.19			(14,38)	(19.30) (17.70) 50.16 63.05 9,157.62	41.54	11.64				12.46	61.60 63.05 9,199.16	For and On Behalf of the Board of Directors	OIN No. 08938810
										General Reserve		1,162.92						1,162.92							1,162.92
A) Equity Share Capital Particulars As at tst April 2023		Changes in Equity Share capital durlr'g the year	As at 31st March 2024	Changes in Equity Share capital during Ihe year	As at 30th June, 2024		B) Other Equity	Particulars		Capital Reserve Capital Redemption Reserve Securities Premium		As at 1st April 2023 Profit / (Loss) for the year Accrual of Employee Compensation cost 25.00 160.60 432.62			Premium on equity shares Issued under ESOP 31.58	Scheme	Exercise of Options under ESOP Scheme Total Comprehensive Income for the year As at 31st March 2024 Profit / (Loss) for the year Accrual of Employee Compensation cost 25.00 160.60 464.20				Premium on equity shares issued under	Preferential Allotment	Addition of security premium on issue of shares 5,542.84	Total Comprehensive Income for the year	As at 30th June, 2024 25.00 160.60 6,007.04			Place Mumbai	Date

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BATLIBOl LTD.
STATEMENT OF CASH FLOWS FOR THE ENDED 30TH JUNE 2024
(R« . In Lakhs)
Particulars Year Ended Year Ended
30-Jun-24 31-Mar-24
I. CASH FLOW ARISING FROM OPERATING ACTtVITIES;
Net Profit / (Loss) Before Tax 54.30 791.52
Add Back:
a) Depreciation 82.46 317.02
b) Interest Expense 58.98 325.29
c) lr> terest on Lease Liabilities 8.36 29.18
d) Bad Debts 14.35
e) Provision for Doubtful DebtsyAdvances -0.00 30.44
f) Gratuity and Leave Encashment Provisim 25.41 84.21
g) Foreign Exchange Loss 16.89 5.97
h) Employee Slock OpUon Reserve 11.64 203.75 41.19 647,65
Deduct;
a) Interest Income 2.89 17.95
b) ProOt on Sale of Property, Plant and Eguiimenfs 10.69 24.93
c) Reversal of Provision for Doubtful D^ ts 2.46 11.22
d) Foreign Exchange Loss
e) Dividend Income 110.54
f) Unclaimed Credit Balances Written Back 87.69 103.73 399.27 563.91
Operating Profit Before Working Capital Changes 154.32 1,075.26
Add/ Deduct:
a) Decrease/ (Increase) In Inventories 131.84 (167.34)
b) Decrease/ (Increase) In Trade Receivables and Advances (88.61) (1,106.50)
c) Decrease/ (Increase) In Other Current Assets (4,327.09) (0.94)
d) Increase/ (Decrease) In Trade and Other Payables 366.59 (3,917.27) (297.92) (1,592.70)
(3,762.95) (517.44)
Income Taxes Paid / (Refund) (net) 9.53 41.64
Net Cash Inflow / (Outflow) from Operations (A) (3,772.48) (559.08)
II. CASH FLOW ARISING FROM (NESTING ACTlYtTSS:
a) Interest Income 2.89 17.96
b) Proceeds from Sale of Property, Plant and Equipment 11.10 37,96
c) Acquisition of Property, Plant and Equipment (41.73) (444.17)
d) Dividend Income 110.64
e) Decrease/ (Irv; rea8e) In Bank Deposits i0J2i (27.87) 113.77 (163.95)
Net Cash Inflow / (Outflow) in Course of Investing Activlties(B) �� (163,95)
III. CASH FLOW ARISING FROM FINANCING ACTIViTIES:
a) Proceeds 5'om issue of Equity Shares 5,974.64 25.20
b> Proceeds from/ (Repayment of) in Long Term Borrowings (624.95) 108.63
c) Proceeds from/ (Repayment of) in Shod Term Borrowings (1,392.93) 696.69
d) Payment of Lease Liabilities (including interest on lease liabilities) (23.95) (92.05)
e) Interest Paid (59.21) 3,873.60 (322,70) 615.77
Net Cash lnflow/(Outflow) in Course of Financing Activities [(C)] 3.873.601 615.77
Net lncrease/(Oecrease) In Cash/Cash Equivalents (A+ B+ C) 73.29 (107,26)
Add: Cash/Cash Equivalents at the beginning of the year 62.66 169.92
Cash/Cash Equivalents at the end of the year 135,92 62.66
Consists of;
Cash In Hand 5.61 1.30
Bank Balance 130,31 61.36
Closing Cash at the end of the year 135.92 62.66
and On Behalf of die Board of Directors
( MUMBAI ) 3
josHi .j '///
Managing Director �
DIN No. 08938810
Place: Mumbai
Datej
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(Rs. In Lakhs)	GROSS BLOCK (AT COST) �� NET BLOCK	�� As At Additions �� As At As At For The �� As At As At	�� �� �� �� �� ��	Tangible Assets	Land (Freehold) �� �� ��	�� �� �� �� �� �� ��	�� �� �� �� �� �� �� �� �� ��	�� �� �� 33.31 �� �� �� ��	�� �� �� �� �� �� �� ��	�� �� �� �� �� �� ��	Total Tangible Assets �� �� �� �� �� �� �� �� ��	��	�� �� �� �� ��	�� �� �� �� ��	��	�� �� �� �� �� �� ��	Total Intangible Assets �� �� �� �� �� ��	�� �� �� �� �� �� �� �� ��	��	��	��	��	��	�� Progress	�� �� TOTAL	Less than 1 � �� � � �� More than 3	�� ��	�� �� �� ��	Total �� �� ��

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

��

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(Rs. In Lakhs)
�� DEPRECIATION NET CARRYING
��
As At Additions/ Adjustment As At As At ForThe Deductions As At As At
�� Modifications /Deductions �� Year ��
�� 367.79 �� 391.39 ��
Total 367.79 �� 391.39 ��
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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS
(R» . h Lakhg
Pwticulais Numbers Numbars Face Value As at Aaal
30-Jun-24 31.MBr-24 30-Jun-24 31-Mar-24
NOTE 7: IHVreSTWENTS
Investment In Equity Inatruinenis Measured at Cost:
In fully paid Equity Shares of Wholly Owned Subsidiarv Company fLtrWTuotedV
Quickmill Inc. “ 20,010 CAD 10 3.87 3.76
760 Rye Street Inc. ° 100 CiW0.01 0.02 0.02
Investment in Bonds Instruments Measured at Cost:
ADfTYA BIRLA FINANCE LIMITED 500 1,00,000 500.00
TATA CAPITAL FINANCIAL SERVICES LIMITED 500 1,00,000 500.00
SRIRAM FINANCE LIMITED 500 1,00,000 500.00
HDB FIN/WJCIAL SERVICES LIMITED 500 1,00,000 500.00
Lie HOUSING FINANCE LIMITED 50 10,00,000 500.00
TATA CAPITAL FINANCIAL SERVICES LTD 50 10,00,000 500.00
Investment In Equity Instruments Measured at Fair Value through Proftt and Loss:
In ftillv paid Enuity Snares lUn-Quotedl:
Batllbol Enylronmental Engineering Ltd. ° 19,08,930 19,08.930 10
In fully paid EouIN Shatea IUn.Quotedl:
Shamrao Vitthal Co.op. Bank Ltd. 20,000 20.000 25 5.00 5.00
Investment In Preference Instruirtents Measure at Fair Value through Profit artd Loss:
In fulN paid Shares of Wholly Owned SubaMlarv Comoanv lUn-QuotadV
Quickmili Inc. ^
- Class A Special Stares, 4% non-cutnulaOye dividend, reedemable at SI per 5,68,489 5,68,489 CAD1 105.85 106.83
are
- Class B Special Shares, 4% non-cumulatve dividend, reedemable at stated 23,14.000 23,14.000 CADI 430.85 434.83
capital dMded by the number of shares
Investment In Liquid Fund Measured at Fair Value through Profit and Loss:
Aditya BIrla Liquid Debt Fund 1,008.88
SUB-TOTAL 4,554.27 55044
TOTAL 4.554.27 550.44
GRAND TOTAL 4.55427 550.44
Aggregate value of Un-Quoted Investments 4,55427 550.44
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NOTES FORMfNG PART OF THE IND AS FINANCIAL STATEMENTS
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Particulars
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��
Considered Good - Secured
��
Whicii have Significant Increase In credit risk
Considered Credit Impaired -

Less: Provision for Trade Receivables Credit Impaired

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Partieulan
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��

Considered Good - Secured

��
-Staff Loan

��

�� Security and Other Deposits Less: Provision for Doubtful Advances
Cepital Advances Advance given to creditors
��

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(R» . In Lakhs)
As at As at
30-Jun-24 31-Mar-24
256.69 228.66
203.77 206.23
1203.77) 1206.231
256.69 228.66
(Rs. tn Lakhs)
As at As at
30-Jun-24 31-Mar-24
96.78 96.78
(4S.62) 51.16 145.62) 51.16
33.41 2.37
12.00 13.67
iL64)| 4.37 6.03
88.94 59.56
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Da
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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

	(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	As at	As at
	30-Jun-24	31-Mar-24
Note 9.1 INVENTORIES
Raw Materials	1.188.79	1,117.44
Work-in-Progress	511.41	664.64
Stock-in-trade	105.95	135.91
Finished Goods
	1,806.15	1,937.89
Note 9.2 TRADE RECEIVABLES - CURRENT
- Considered Good - Secured
- Considered Good - Unsecured - Which have Significant increase in credit risk	2,773.73	2,710.70
� ��
��
	2,773.73	2,710.70

NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

	(Rs. In Lakhs)	(Rs. In Lakhs)
Particulars	As at	As at
	30-Jun-24	31-Mar-24
Note 9.3 CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents Cash in hand	5.61	1.30
Balances with Scheduled Banks Current Account	0.19	0.19
Debit Balance in Cash Credit Account (Refer Note - 22 (a))	130.13	61.17
	135.92	62.66
Note 9.4 OTHER B/ K BALANCES
�� one Year	85.51	79.04
��	0.09	6.43
	85.60	85.48

Note 9.4 : OTHER B/^ K BALANCES

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS
(Rs. In Lakhs)
Particulars As at As at
30-Jun-24 31-Mar-24
��
Considered Good - Secured
��
- Staff Loan
��
Balances Mth Government Authorities 4.46 9.60
Earnest Money Deposit 16.64 12.92
Less: Provision for Doubtful Advances (4.B6) 13.76 Ji88I 6.04
Prepaid Expenses 168.76 87.14
Advances given to Creditors ' 124.97 55.83
Other Advances Recoverable in Cash or KIrtd" 35.91 61.96
347.87 222.57
��
Taxes Paid in Advance and Deducted at Source (Net of 54.43 44.91
Provision for Tax)
54.43 44.91
NOTES FORMING PART OF THE INO AS FINM4CIAL STATEMENTS
(Rs, In Lakhs)
Particulars As at As at
3a-Jun-24 31-Mar-24
��
land 1,625.70 1,625.70
Building 152.69 152.69
Capital Work in Progress 1.00 1.00
1,779.39 1,779.39
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In financial year 2018-19 the Company had decided to sell a part of Land, Building and Capital work in progress amounting to Rs. 1,779.39 Lakhs out of the total factory land and building located in Surat. The part of Land and Building was classified and presented as " held for sale" and was earned at the lower of carrying value and fair value as at 31sc March 2019. The management of the Company is looking for a buyer and is hopeful to finalise and execute the deal in near future.

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Note 11A-Disclosure Irt respect of Capital Work In Progress :
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Capital Work In Progress Amount In CWIP for a period of 3l8t March 2024 TOTAL
Less than 1 1 -2 years 2-3 years More than
year 3 years
Projects in progress
Projects permanently suspended 1.00 1.00
Total 1.00 1.00
Capital Work in Progress Amount in CWIP for s period of 3l8t March 2023 TOTAL
Less than 1 1-2 years 2-3 years More than
3 years
Projects In progress
Projects permanently suspended 1.00 ��
Total 1.00 1.00
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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note 12.1 . EQUITY SHARE CAPITAL		(Rs. In Lakhs'
Particulars	As at	As at
	30-Jun-24	31-Mar-24
Authorised Capital
4,61,70,400 Equity Shares of Rs. 5/- each (Previous Year 4,61,70.400 Equity Shares of Rs. 5/-each)	2,308.52	2,308.52
TOTAL	2,308.52	2,308.52
issued Subscribed and fully paid up
3,43,09,884 Equity Shares of Rs. 5/- (Previous Year 2,90,45,884 Equity Shares of Rs. 5/-)	1,715.49	1,452.29
	1,715.49	1,452.29

Rights, preferences and restrictions

The Company has oniy one class of equity shares having a face value of Rs 5/- per share. Each shareholder is eligible for one vote per share held. In the event of liquidation the equity shareholders are eligible to receive remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholdings.

Equity Shares

The reconcilation of the number of shares outstanding at the beginning and at the end of year is as under;

Particulars	As At	As At
	30-Jun-24	31-Mar 24
Opening Number of Equity Shares	2.90,45.884	2,88,85,881
Add Equity Shares issued under ESOP scheme		1,60,003
Add Equity Shares issued under Preferential Allotment	52,64,000
Closing Number of Equity Shares	3,43,09.884	2,90,45,884

During the year, the Company allotted 52.64,000 (P.Y. 1,60,003) equity shares, of face value Rs. 5/- each, on exercise of stock options by the eligible employees under the prevailing Employees Stock Option Plan ('ESOP') scheme of the Company.

The details of Shareholders holding more than 5% Equity Shares is as under:

	As At	As At
	30-Jun-24	��
	No. of Shares	No, of Shares
Mr.Nirmal Bhogilal	1,17,29.713	1,17,29,713
% Shareholding	34.19%	40.38%
Bhogilal Family Trust	70,00,000	70,00.000
% Shareholding	20.40%	24.10%

The details of shareholding of promoters is set outbelow	The details of shareholding of promoters is set outbelow	The details of shareholding of promoters is set outbelow
Promoters Name	As at 30th June 2024		As at 31st	March 2024	% of changes
	No. of	%of	No. of	%of
	shares	total Shares	shares	total Shares
Nirmal Pratap Bhogilal	1,17,29,713	34.19%	1,17,29,713	40.38% BO 20)
Total	1,17,29,713	34.19%	1,17,29,713	40.38
				r

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS
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Note 12.2 ; OTHER EQUrTY
(Rs. In Lafcfis)
Particulars As at As at
30Nlun-24 31-Mar-24
a) Capital Reserve 25.00 25.00
b) Capital Redemption Reserve 160.60 160.60
c) Secutilies Premium
Balance as at^ e beginning of the year 464.20 432.62
Add: Premium oi equity shares issued under ESOP Scheme 31.58
Add : Premium on equity Shares on Preferential allotment 5,711.44
Less: Expenses Incurred on on equity Shares on Preferential (168.60)
allotment
Balance as at the end of the year 6,007.04 464.20
d) General Reserve 1.162.92 1,162.92
e) Employee Stock Option Reserve
Balance as at the beginning of the year 50.17 23.36
Add: Accrual of Employee Compensation cost 11.64 41.19
Less: Exercise of Options under ESOP Scheme (14.38)
Balance as at the end of the year 61.79 50.17
f) Investment Allowance Resenre 63.05 63.05
g) Retained Earnings
Balance as at the beginning of the year 9,157.62 8,673.32
Add : Profit/{ Loss) for the year 41.54 484.30
Balance as at the end of the year 9,199.16 9,157.62
h) Other Compr^ ensive income
Balance as at the beginning of the year (17.70) 1.60
Add : Remeasurement gain /(loss) on defined benefit plan 12.46 (19,30)
Balance as at the end of the year (5.24) (17.70)
Total 16,674.32 11,065.85
Nature and purpose of reserves
a) Capital Reserve:
it represents the gain of capital nature.
bl Capital Redemption Reserve
Created on redemption of preference shares out of profits In accordance vnth Companies Act
cl Securities Premium:
Securities premium represents amount received in excess of face value on issue of shares by the
Company. It also includes transfer of stock compensation related to options exerdsed ftom employee
stock options reserve. The securities premium will be utiliz ed in accordance witf) the provisions of the
Companies Act.
dl General Reserve:
General reserve represents the amount of profits appropriated by the Company
el Employee Stock Option Reserve:
Employee stock options Reserve represents the fair value of equity-setded transactions and recogniz ed
over the period of vesting and/or service conditions are fulfilled.
fl Investment Allowance Reserve
It represents reserve created under the Income Tax Act and has been appropriately utilised.
Ql Retained Eaminos
Retained earnings represents the undistributed earnings, net of amounts transferred to general reserve: if
any.
hi Other Canprehensive Income
It represents the cumulative actuarial gairks/(losses) on defined employee benefit plans.
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NOTES FORMING PART OF THE INO AS FINANCIAL STATEMENTS

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(Rs. In Lakhs;
As St As St
Particulars
30-JUII-24 31-Mar-24
NOTE 13.1 : BORROWINGS .NON CURRENT
Secured Term Loans, Measured at Amortised Cost
Machinery Loans
From Non Banking Financial Company (NBFC) * 227.64 240.75
Less: Maturity wi^ in 1 year - (Refer Note 15.1) (57.08) 170.56 (55.20) 185.55
Working Capital Loans
From Banks' 51.11 71.95
Less: Maturity within 1 year - (Refer Note 15.1) 151-llj (71.95)
Unsecured Loarts, Measured at Amortised Cost
Loans & Advances from Related Parties
Loan from Directors
No specific terms of repayment has been specified. Interest free loan 4,163.34 4,158.64
Intw Corporate Deposits 0.00 600.00
Less: Maturity vnthin 1 year (Refer Note 15.1) (600.00)
[ Repaid on 30th April 2024. Rate of interest 13.50%
(P.Y. Repayable by Isl April 2025. Rale of interest 13.50% ))
5% - 5 Year Redeemable Non-Cumulative Preference
Share of Rs. 100/- each fully paid frim - Related Party 645,58 641.29
[ 4.78,000 Redeemable on 27th March. 2026 artd 2.14,480 redeemable on 19th June 2026.
P.Y. - 4,78,000 Redeemable on 27th March, 2026 and 2,14,480 redeemable on 198t June
2026.)
4,979.48 4,985.48
The reconciliation of the number of shares outstandirtg at the beginning and at the ertd of year« as under:
Particulars 30.Jun> 24 31-Mar-24
Opening Number of Preference Shares 6,92,480 6,92,480
Add: Issued during the year
Closing Number of Preference Shares 6,92,4801 6,92,480
Details of Shareholder holding more than 5% Preference Shares are as under
Particulare 3a-Jun-24 31-Mar-24
Mr, Nirmal Bhogilai 6,92,480 6,92,480
% Shareholding 100% 100%
I ( V '
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			(Rs. In LaKhs)
	Particulars	As at	As at
		30-Jun-24	314ilar-24
MOTE 13.2 TRADE PAY	CLES - NON CURREWT
Due to Micro Small and Medium Enterprises Refer Note23) Otriers 2.27 109.31			5.16 114.96
		111.S8	120.14

Otriers ®

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(Rs. In Lakhs)
Particulars As at As at
30-> lun-24 31-Uar-24
��
Interest accrued and due on loans 95.04 95.04
95.04 95.04
� �� - Rs. 95.04 Lakfis) due to related parlies.
��
��
��
� �� 293.14 28B.eO
� �� 113.34 118.30
406.48 407.10
NOTE 13.5 : OTHER NON-CURREHT UABIimES
�� 443.90 306.44
443.90 306.44
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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

Note No: 14

DEFERRED TAX LIABILITIES (NET)

Item wise details of deferred tax liabilities (Net) are as under

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(Rs.ln Lakhs
Particulars Opening Balance Recognised in Recognised In Closing Balance
Profit and Loss Other
Credlt/(Charge) Comprehensive
Income
Credlt/(Charge)
For the year ended 30th June 2024
Deferred tax liabilities
Difference between accounting and tax depreciation (3,069.95) 7.08 (3,062.87)
off Property, Plant and Equipment
Total deferred tax liabilities (> (3,069.95) 7.08 (3,062.87)
Deferred tax assets
Expenses allowed on payment basis 161.57 161.57
Provision for Investments 731.24 731.24
Provision for Doubtful debts, doubtful advances 73.55 (0.69) 72.86
and inventory obsolescence
Provision for Capital WIP 78.26 78.26
Disallowance of Proposed Merg^ Expenses 6.55 1.46 8.01
Unabsorbed Depreciation 250.56 250.56
Unabsorbed Business Loss 221.62 (25.41) 196.21
Total deferred tax assets (B) 1,523.35 (24.64) 1,498.71
Deferred Tax Liabilities (NET) (A+ BsC) (1,546.60) (17.56) (1,564.16)
Minimum Alternate tax (D)
Deferred Tax Liabilities (NET) (C-t-D) (1,546.60) (17.56) (1,564.16)
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NOTES FORMING PART OF THE INO AS FINANCIAL STATEMENTS

		(Rs. In Lakhs'
Particulars	As at 30-Jun-24	As at 31-Mar-24
��
��
Loans repayable on demand
From Banks
Cash Credit and Working Capital Borrowings (Refer Note- 22 (a))	514.47	1,138.16
Loan hx)m Non Banking Financial Company		150.30
��
��	96.20	96.20
Current maturities of Long Term Loan - Secured and��	108.19	727.15
	718.87	2,111.80
��
�� 23) Others	765.91 1,656.01	812.72 1,633.63
	2,421.92	2.446.35 I
��
��	794.01	1,138.73
Statutory Liabilities	114.58	185.51
Employee Related Liabilities Interest due on loans	225.72 2.36	249.32 2.58
Other Liabilities	36.43	12.56
	1,173.10	1,588.70
��
Provisions for Employee Benefite
- Gratuity (Note 27)	39.90	37.05
- Leave Encashment (Note 27)	35.32	46.82
Warranty Provisions (Note 32)	62.01	56.83
	137.23	140.70

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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

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(Rs. In Lakhs)
Particulars Year ended Year ended
30> June-24 31-Mar-24
NOTE 16; REVENUE FROM OPERATIONS
Sale of Products 3,613.80 16,923,75
Sale of Services 470.44 2,396.21
Other Operating Revenue 59.72 240.11
4,143.96 19,560.07
NOTE 17: OTHER INCOME
Dividend 110.54
Exchange Difference Gains
Profit on Sale of Property, Plant and Equipment's (net) 10.69 24.93
Bad Debt Recovered
Reversal of Provision for Doubtful Debts 2.46 11.22
Credit Balances Written Back/Provisions reversed (net) 87.69 399.27
Interest Income
- on fixed deposits 1.40 5.01
- on Bonds 34.83
- on financials instruments measured at amortised cost (Net) 46,11
- others 1.49 12.94
Accrued income on NAV of Bond 8.93
Other Income 34.86 163.00
182.35 773.02
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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

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(Rs. In Lakhs)
Particulars Year ended Year ended
30-June-24 31-Mar-24
NOTE 18.1 : COST OF MATERIALS CONSUMED
Raw Materials Consumed 1,196.83 6,511.98
Cost of Services Rendered 7.94 49.11
Job Work Charges Incurred 99.93 442.11
1.304.69 7,003.20
NOTE 18.2 : PURCHASE OF STOCK IN TRADE
Purchases of Stock in Trade 917.52 6.083.74
917.52 5,083.74
NOTE 18.3 : CHANGE IN INVENTORY OF FINISHED
GOODS.WORK IN PROGRESS and STOCK IN TRADE
Stock at Close;
Work-in-Process 511.41 684.64
Stock-in-trade 105.95 135.91
Finished Goods
617.36 820.55
Less
Stock at Commencement:
Work-in-Process 684.64 544.19
Stock-in-trade 135.91 137.94
Finished Goods 16.32
820.55 203.19 698.45 (122.10)
NOTE 19 : EMPLOYEE BENEFIT EX PENSES
Salaries, Wages, Allowances and Bonus 629.17 2,329.01
Contribution to Provident and Other Funds (Note 27) 29.18 116.72
Expenses on Employee Stock Option Scheme (ESOP) 11.64 41.19
Provision for Gratuity and Leave Encashment (Note 27) 25.41 84.19
Staff Welfare Expenses 50.48 178.12
745.87 2,749.23
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NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS

		(Rs. In Lakhs)
Particulars	Year ended	Year ended
	30-June-24	31-Mar-24
NOTE 20 FINANCE COST
Interest Expenses	58.98	325.29
Interest Expenses from financials instruments measuredi	9.01
Interest on Lease Liabilities	8.36	29.18
Bank Charges and other borrowing cost	14.45	64.53
	90.81	418.99
NOTE 21 OTHER E PENSES
Rent (Note 34)	4.12	16.84
Rates and Taxes	69.18	423.81
Power and Fuel	43.27	170.11
Insurance	4.51	17.13
Sales Commission	32.55	136.89
Exhibitions/ Advertisement Expenses	27.93	158.13
Printing and Stationery	3.05	20.96
Travelling and Conveyance	75.93	382.16
Audit, Legal and Professional Charges (Note 35)	118.00	510.35
Vehicle Maintenance	20.25	91.91
Packing and Cartage	90.33	347.41
Stores Loose Tools Consumed	82.30	343.66
Repairs to Machinery	29.92	167.09
Repairs to Buildings	37.18	170.66
Repairs to Other Assets	9.41	55.69
Job work Charges	166.60	674.15
Directors Sitting Fees	3.50	23.90
Loss on Sale / Assets Written Off (Net)
Investment Written off		0.27
Bad Debts Provision for Doubtful Debts/Advances (net)	-0.00	14.08 30.44
Exchange Difference Loss	16.89	5.97
Reversal of SEIS Entitlement recoverable
Miscellaneous Expenses	92.57	329.89
	927.47	4,091.49

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V
MUMBAI) O
m
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BATLIBOt LIMITED
CONSOLIDATED BALANCE SHEET AS AT 30TH JUNE. 2024
(R» . In L« kh» )
ParUculara Notts As at As at
M.JunJ4 3H4ar^
ASSETS
1 Non^ rrent assets
(a) Property, Plant and Equlpmertt 7 19,198.77 19,249.06
b) Capital work-ln-progress 7 79.9S 62.92
(c) Right of use assets 8 1.81 246.46
(d) Other Intangible assets 7 17.S8 17,74
(e) Financial Assets
j. Investments 4.013.66 5.00
II. Trade receivables 10.1 256.69 228.66
ill. Loans 10,2
(f) Other non-current assets 10.3 86.94 59.56
Total Non current Assets 23,907.60 19.860.42
2 Current assets
(a) Inventories 11.1 4,316.79 4.520.26
(b) Financial Assets
I. Trade receivables 11.2 4,087.43 3.748.13
II. Cash and cash equivalenis 11.3 1,078.96 1,465.82
III. Bank balances other than (ii) above 11.4 86.60 85.48
IV. Loans 12.1
V. Others Current Assets 12.2 621.34 529.14
Total current Assets 10,190.12 10,338.85
3 Non Current Asset Held for Sale 13 1,779.39 1,779.39
Total Assets 38,877.11 31,987.66
EQUITY AND LtABIUTIES
1 Equity
(a> Equity Share capital 14.1 1,715.49 1,452.29
(b) Other Equity 14.2 19,010.85 13,157.75
Total Equity 20,726.34 14,610.04
LIABILITIES
2 Nen-eurrent liabilities
(a) Financial Liabilities
I. Borrowirtgs 15.1 5,542.40 5,578.77
Ii. Lease Liabilities 36 224.24 213.68
III. Trade payables
a) Total outstanding dues of micro 1S.2 2.27 5.18
enterprises and small enterprises
(b) Total outstanding dues of creditws other 16.2 109.32 114.97
than micro enterprises and small enterprises
IV. Other financial llabllltes 15.3 .04 95.04
(b) Provisions 15.4 406.47 407.10
(c) Deferred tax liabilities (Net) 16 1,552.41 1,534,74
(d) Other non-current liabilities 15.5 443.91 306.45
Total Non-current liabilities 8,3764)6 8.255.931
3 Current liabilities
Financial Liabilities
i. Borrowings 17.1 760.51 2,134.21
M. Lease Liabilities 36 52.06 54.60
III. Trade payables
(a) Total outstanding dues of tr^ cro 17J2 765.90 812.72
enterprises and small enterprises
(b) Total outstanding dues of creditors other 17.2 3,053.93 3,067.40
than micro enterprises and small ente^ irlees
(b) OQier current liabilities 17.3 1,578.42 2,614.38
(c) Provisions 17.4 355.16 320.97
(d) Current Tax Liabilities (Net) 17.5 208.72 117.41
Total Current liabilities 6,774,70 9,121.69
Totaj Eguit)r ar[ ^ JJablliUes 35,877,10 31,987.66
For and On Behalf of dte Board of Oirectois
V\ Bo/
ca
SM. IV JOSHI V.
Marking Director
DIN No. 08938810 �
Place: Mumbai
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BATLIBOl LIMITED

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CONSOLIDATED STATEMENT OF PROFIT M4D LOSS FOR THE YEAR ENDED 30TH JUNE, 2024
(Rs. In Lakhs,
Particulars Notes Year Ended Year Ended
30-June- 24 31-Mar-24
INCOME
I Revenue From Operations 18 7,340,53 28,639.17
Other Income 19 181.21 607-30
III Total Income (1 11) 7,521.74 29,24647
IV EX PENSES
Cost of materials consumed 20.1 2,994.00 12,509.29
Purchases of Stock-in-Trade 20.2 917.52 S.083,74
Changes in inventories of finished goods, Stock-In - 20.3 240.79 (955.30)
Trade and work-in-progress
EmF^ oyee benefits expertse 21 1,546.64 5,339.63
Finance costs 22 101.06 485.02
Depreciation and amortiz ation expense 7& 8 102.78 401.37
Other expenses 23 1,222.69 4,988.35
Total eaq^ nses (IV) 7,12446 27,852.10
V Profit/(loss) before exceptional Items and tax 397,26 1,394.37
VI Exceptional Items
VII Proflt/(ioss) before tax (V-Vl) 397.26 1.394.37
VIII Tax expense:
(1) Current tax (102.63) (192.36)
(2) Deferred tax credit / (charge) 16 (12-70) (278-67)
(3) Mat Credit utlliz ed/(reversed) (7.00)
IX Profit (Loss) for the year (VII-VIII) 281.87 916.34
Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
Actuarial gain/(toss) on employee defined benefits 17.26 (26.74)
(ii) Income tax relating to items that will not be 16 (4.80) 7.44
reclassified to profit or loss
B (i) Items that will be reclassified to profit or loss
Effects of changes in rates of foreign currency monetary
items 4.30 16.40
I Total Comprehensive Income for the year 298.63 913.44
Comprising Profit (Loss) and Other Comprehensive
Income for the year)
III Earnings per equity share: 30
1) Basic 0.84 3.16
2) Diluted 0.83 3.11
For and On Behalf of the Board of Directors
0
0
ILNJIVJOSHI
i^ naging Director
DIN No. 08938810
Place: Mumbai
Date;
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																																		1	fl	fl
(Rs, In Lakhg)	Amounts	1,444.29	8,00	1,452.29	263.20	1,715.49		(R8jn Lakh8		Total						12,172.80	916.34	41.19	31.58		(14.37)	13.12	(2.90)	13,157.76	281.87	11.64	5.542.84				16.76	19,010.86
	Note					14.1				Other Comprehensive Incorrte Retained	Earnings	Foreign Others	Currency	Translation	Reserves	161.se 1.61 10,142.05	916.34					13.12	16.40 (19,30)	191.11 11,058.39 (17,69)	281,87						4.30 12.46	195.41 1123 11,340.27	For and On Behalf of the Board of Directors	6	SANJIV JOSHI	managing Director
									Reserves ar d Surplus	Employee Investment	Stock Option Allowance	Reserve Reserve				23.36 63.05		41.19			(14,37)			50.18 63.05		11.64						61.82 63.05
										General	Reserve					1,162.92								1,162.92								1,162,92
A) Equity Stwre Capital	Particulars	As at 1st April 2023	Changes in Equity Share capital during the year	As at 3l8t March 2024	Changes in Equity Share capital during the year	As at 3th June 2024	B) Other Equity	Particulars		Capital Capital Securities	Reserve Redemption Premium	Reserve				As at 1st April 2023 25.00 160.60 432.62	Profit / (Loss) for the year	Accrual of Employee Compensation cost	Premium on equity shares issued under 31.58	ESOP Scheme during the year	Exercise of Options under ESOP Scheme	Reclassified to Statement of Profit Loss	Total Comprehensive Income for the year	As at 31st March 2024 25.00 160.60 464.20	Profit I (Loss) for the year	Accrual of Employee Compensation cost	Premium on equity shares Issued during the 5,542.84	year	Exercise of Options under ESOP Scheme	Reclassified to Statement of Profit Loss	Total Comprehensive Income for the year	As at 30th June 2024 25.00 160.60 6,007.04					Place Mumbai	Date

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BATU80I LTD.
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CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30ST JUNE, 2C24
(Rs. In Lakha
Particulars Year Ended Year Ended
30-Jun-24 31-Mar-24
I. CASH FLOW ARISING FROM OPERA'DNG ACTI\ ^ 'nES:
Net Profit / (Loss) Before Tax 397.2S 1,394.37
Add back:
a) Depreciation 102.78 401.38
b) Interest Expense 70,60 371.98
c) Interest on Lease Liabilities 8.36 29.18
d) Bad Debts (0.00) 30.44
e) Provision for Doubtful Debts/Advances 14.35
f) Gratuity and Leave Encashment Provision 25.41 84.21
g] Foreign Exchange Loss 11.88 10.40
h) Foreign Currency translation reserve reclassified to profit and loss 13.12
on liquidation of subsidiary
I) Employee Stock Option Reserve 11.64 230.67 41.19 996.25
Deduct
a) Interest Income 20.12 50.30
b) Profit on Sale of Property, Plard and Equipmenfs 10.69 24.93
0) Reversal of Provision for Doubtful Debts 2.46 11.22
d) Unclaimed Credit Balances Written Bade 87,69 120.96 399.27 485.72
Operating Profit Before Working Capital Changes 506.97 1,904.90
Add/ Deduct:
a) Decrease/ (Increase) in Inventories 203.49 (1,191.93)
b) Decrease/ (Increase) In Trade Receivables and /Advances (376.75). (588.63)
c) Decrease/(Increase) In Other Current Assets (4,298.93) (217.88)
d) increase/ (Decrease) in Trade and Other Payables (250.37) (4,722.56) 962.16 (1,036.26)
(4,215.59) 868.62
Income Taxes (Paid)/ Refund received (11,30) (119.09)
Net Cash Inflow / (Outflow) from Operations (A) (4,226.90) 749.52
II. CASH FLOW ARISING FROM INVESTING ACTIVITIES:
a) Interest income 20.12 50.30
b) Proceeds from Sate of Property. Plant and Equipment's 11.10 37.96
c) Acquisition of Property, Plant and EquipmenTs (51.49) (513.54)
d) Decrease/ (Increase) in Bank Deposits (012) (20.39) 113.79 (311.49)
Net Cash Inflow / (Outflow) In Course of Investing Actfvities(B) (20.39) (311.49)
III. CASH FLOW ARISING FROM FINANCING ACTIVITIES:
a) Proceeds from issue of Equity Shares 5,974.64 26.20
b) Proceeds from/ (Repayment of) In Long Term Borrovrings (636.17) 96.84
c) Proceeds from/ (Repayment of) In Short Term Borrowings (1.373.71) 698.61
d) Payment of Lease Liabilities (Including interest on lease liabilities) (23.95) (92.05)
e) Interest Paid 0.37) 3,870.43 (374,56) 554.04
Net Cash lnflow/(Outflow) In Course of Financing Activities (C) 3,870.43 564.04
Net lncrease/(Decrea8e) In Cash/Cash Equivalents (A+ B+ C) (376.86) 992.07
Add: Cash/Cash Equivalents at the beginning of the year 1.455.82 463.75
Cash/Cash Equivalents at the end of the year 1.078.96i 1^ 456.92
Consists of:
Cash In Hand 5.60 1.30
Bank Balance 1,073.36 1,454.52
Closing Cash at Uie end of the year 1.078.96 1,455.82
For and On Behalf of the Board of Directors
N
)Alyp
S. NJIVJOSHI
Managing Director
DIN No. 08938610
Place: Mumbai
Dale:
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		(Re. In Lefclw)	NET BLOCK	AsAi	30-06-2024		18,181.01	1,697.02		1.223.52	59.18	160.82	7.22	18.198.77	79,95	79.99		15.02	2.53	17.56	1909608
				As At	30-OB-2024			1.432.63		1.607.20	581.46	888.85	42.91	4,653.04				39.96	160.04	200.00	4,853,04
AsatSIstMsfdi. 2024	��		1 GROSS BLOCK (AT COST DEPRECIATION I AMORTISATION ��	AiAt Additions Deductions Exclisnge As At As At For The Daduottons Exchange	01 04.2024 DHIerence 3048-2024 01-04-2024 �� DRtarenea	m Tenable Aasels	Land (Freehold) 18,162.02 (1.01) 16,161.01	Buildings on Freehold Land 3,037.92 (6.28) 3,029.65 1,402.26 34.40 (4.02)	Improvement to Leasehold Prooerty	Plant Machinery 2.625.95 16.37 0.46 (11.15) 2,830.71 1,592.17 .60 004 (10.54)	Furniture, Fixtures, fans and Bectrical fttiings 642.50 (2.32) 040.63 579.49 0.45 4.17 2.21	OfRce EduiPhtend Computers etc. 1,124.73 (9.22) 1.139.67 978.34 24.16 18.78 (807)	Vehicles 50.13 50.13 41.95 0.95	ToMl ngbls setB 23.843.28 40.98 8.48 (31,99) 23,651.80 4.504.21 83.91 0.04 nil Capita WIP	Cepltal Work In Progreea 62.92 17,03 79.95	�� 62.92 17.03 79.98	(111) Intanalble AaeeW	Soltvrare 54.99 54.98 39.87 0.25 (0.16)	Trademarlta and Devalopmeni Costs 163.87 161.23 (1.55) 006 (1.58) 162.57 0.37	Tolal Intangibli Assets 216.85 0.28 ilMi 217.56 201.10 0.62 illli	TOTAL 24.125.05 56.26 0.40 24.149.31 A795.31 0.04 04.52 (26.75)	1) Refer Note 22 (a) and 15.1 (a) lor details ot Property,Plant arid Equipment's that has been pledged as a security/mortg aged with various BmKs/NBFC against woiKIng capitalborrowings and Machinery temi loan.	2) Tins deads of afl the immovabla properties are heldIn the hame of the Holding and a Subsidiary Company.	3) The Holding Corr any does not hold any Benantl propertyunder the Benemr Transactions (Prohiblllcn) Act, 1986anO rules rnade thereunOer,	4) The Holdlrrg Company has not carrieO out any revaluationof Its Property, Pf land Equipment and Intangible Assetsduring the year.	PatticulRS AmouiitJn CWnP for srit d of Total	1 -2yura Lett than 1 2 -Syaars Here than 3	ye yaar	Projects in progress 17.03 62.92 79.95	Projects temoorarlly suspended	Total 17.03 62,92 79,95

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		NET CARRYING	As At	��	��	��
			As At	��	��	��
		DEPRECIATION	For The Deductions	Year	��	��
			As At	��	��	��
			As At	��	��	��
NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIALSTATEMENTS	��	�� ��	As At Additions/ Deductions	�� Modifications	�� �� ��	Total �� ��

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NOTES FORMING PART OF CONSOUDATED IND AS FINANCIAL STATEMENTS

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(Rs, In Lakh» )
Particulars Numbars Numbers Face Valua As at As at
30-Jun^ 4 31-Mar-24 (Each Rs.) 30-Jun-24 31-Mar-24
NOTE 9 : INVESTMENTS
Invastment in Equity Instrumants Measured at Fair Valua through
Profit and Loss:
In ftjllv paid Eouitv Shares (Un-Quotedl:
Batlibol Environmental Engineering Ltd. 19,08,930 19,06,930 10
Invastnunt in Bonds Instrumants Measured at Cost:
ADITYA BIRLA FINANCE LIMITED 500 1,00,000 500,00
TATA CAPITAL FINANCIAL SERVICES LIMITED 500 1,00.000 500,00
SRIRAM FINANCE LIMITED 500 1,00,000 500-00
HDB FINANCIAL SERVICES UMITED 500 1,00,000 500-00
Lie HOUSING FINANCE UMITED 50 10,00,000 500.00
TATA CAPITAL FINANCIAL SERVICES LTD 50 10,00,000 500.00
Invastment in Liquid Fund Measured at Fair Value throu(Hi Profit and
Loss;
Aditya Birla Liquid Debt Fund 1.008.88
In fully paid Equity Shares fUn-QuotedI:
Shamrao Vitdial Co.op. Bank Ltd. 20,000 20,000 25 5.00 5.00
Total 4.013.88 5.00
Aggregate value of Un-Quoted Investments 4.013.88 I S.OO
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

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(Rs. In Lakha)
Particulars As at As Bt
30< Jun^ 31-Mar-24
NOTE 10.1 : TRADE RECEIVABLES - NON CURRENT
Considered Good - Secured
Considered Good - Unsecured' 256.69 228.66
Whicti have Significant Increase in credit risk
Considered Credit Impaired 203.77 206.23
Less: Provision for Trade Receivables Credit Impaired (203.77) (206,23)
256.69 228.66
(Rs, In Lakhs)
Particulars As at As at
30< Jun-24 31-Mar-24
NOTE 10.2 ; LOAN - NON CURRENT
Staff Loans
NOTE 10.3: OTHER NON CURRENT ASSETS
Unsecured Considered Good Unless Specified Otherwise
Security and Other Deposits 96.78 96.78
Less ; Provision for Doubtful Advances (45.62) 51.16 (45.62) 51.16
Capital Advances 33.41 2.37
Advance given to creditors 12,00 13.67
Less: Provision for Doubtful Advances (7.64) 4.37 iL64i 6.03
88.94 59.56
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note 11.1 INVENTORIES

Raw Materials Work-In-Progress Stock-in-trade Finished Goods

Note 11.2 : TRADE RECEIVABLES- CURRENT

��

Constdered Good - Unsecured *
Which have Signiflcant increase In credit risk Considered CrMit Impaired

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Particulars
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(Rs, In LaMis)
Asst I Asat
30-Jun> 24 31-Mar-24
2.07278 2,035.49
2,138.06 2,348.88
105.95 135.91
4,316.79 4,520.28
4,087,43 3,748.13
4,087.43 3,746.13
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

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Particulars
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Note 11.3 : CASH AND CASH EQUIVALENTS

Cash and Cash Eourvalents :

Cash in hand

Balances with Banks : Current Account
�� 24 (a))

Note 11.4 : BANK BALANCES OTHER TTtAN (III ABOVE

Fixed Deposits with Banks having maturity of less than one Vear

Fixed Deposits towards Margin on Guarantees/LC's (Deposit receipts pledged with the Banks)

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(Ra. In Lakhs)
Asat As St
30-Jun-24 31-Mar-24
5.60 1.30
943.23 1,393.35
130.13 61.17
1,078.96 1,455.82
85.51 79.04
0.09 6.44
JSM
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS
(Rs. In Lakhg)
Particulars As at As at
3< Klun-24 31-Mar-24
NOTE 12.1 : LOANS -CURRENT
Considered Good - Secured
Considered Good - Urtsecured
- Staff Loan
NOTE 12.2 ; OTOERS CURRENT ASSETS
Balances wl^ Government Author! ^ 4.46 9.60
Earnest Money Deposit 16.97 13.25
Less: Provision for DoubtM Advances (4.68) 14.09 14.68) 8.37
Prepaid Expenses 168.76 87.15
Advances given to Creditors' 398.11 362.06
Other Advances Recoverable in Cash or Kind ° 35.91 61.96
621.34 529.14
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NOTES FORMING PART OF CONSOUDATED IND AS FINANCIAL STATEMENTS

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(Re. In LaKhs)
Particulars As at As at
30^ un-24 31-Mar-24
NOTE 12.3 : CURRENT TAX ASSETS (NET)
Taxes Paid in Advance and Deducted at Source (Net of Provision for Tax)
NOTE 12.3: OTHER CURRENT ASSETS
Capital Advances
NOTE 13 : NON CURRENT ASSET HELi; > f si a
Land 1.625.70 1.625.70
Building 152.69 152,69
Capital Work in Progress 1.00 1.00
1,779.39 1,779.39
In firtancial year 2018-19 the Noldirtg Company had decided to sell a part of Land, Building and Capital work in progress amounting to Rs.
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1,779.39 Lakhs out of the total factory land and building located in Surat. The pert of Lattd and Building was dassified and presented as ‘ held for sale' and was carried at the tower of carrying value and fair value as at 31st March 2019. The management of the Holding Company is looking for a buyer and is hopeful to finalise and execute the deal in near future.

�� Progress :

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Capital WoA in Progress Amount In CWIP for a period of 3l8t March 2024 TOTAL
Less than 1 � �� More than 3
year years
Projects in (xogress
Projects permanently suspended 1,00 1.00
Total 1.00 1.00
Capital Work In Progress Amount In CWIP for a period of 31st Mai'ch 2023 TOTAL
Less than 1 � � � �� 2-3years More than 3
year years
Projects In progress
o [/]
Projects permanently suspended 1.00 1,00
Total 1.00 1.00
2
L., 77
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note 14.1 - EQUITY SHARE C/U> ITAL


Note 14.1 - EQUITY SHARE C/U ITAL		(Rs. In Lakhs)
Particulars	As at	As at
	30-Jun-24	31-Mar-24
Authorised Capital
4,61,70,400 Equity Shares of Rs. 51- each	2,308.52	2,308.52
(Previous Year 4,61,70,400 Equity Shares of Rs. 51-each)
TOTAL	2,308.52	2.308.52
Issued Subscribed and fuiiy paid up
3,43,09,884 Equity Shares of Rs. 5/-	1,715.49	1,452.29
(Previous Year 2,90,45,884 Equity Shares of Rs. Si-)
TOTAL	1,715.49	1,452.29

Rights, preferences and restrictions

The Holding Company has only one class of equity shares having a face value of Rs 5/- per share. Each shareholder is eligible for one vote per share held. In ^ e event of liquidation the equity shareholders are eligible to receive remaining assets of the holding company aher distribution of all preferential amounts, in proportion to their shareholdings.

Equity Shares

The reconciliation of the number of shares outstanding at the beginning and at the end of year is as under:

Particulars	As At	As At
	3(LJun-24	31-Mar-24
Opening Number of Equity Shares	2,90.45,884	2,88,85,681
Add Equity Shares issued under ESOP scheme		1,60,003
Add Equity Shares issued under Pref allotment	52,64,000
Closing Number of Equity Shares	I 3,43,09,884 1 2,90,45.884

During the year, the Holding Company allotted 1,60,003 (PY 1,69,998) equity shares, of face value Rs. SI- each on exercise of stock options by the eligible emr^ oyees under the prevailing Employees Stock Option Plan ('ESOP') schema of tf)e Holding Company.

The details of Shareholders holding	more than 5% Equity Shares Is as under	more than 5% Equity Shares Is as under
	Name of Share holder			As At	As At
				30-Jun-24	31-Mar-24
				No. of Shares	No. of Shares
Mr.Nirmal Bhogilal				1,17,29,713	1,17,29,713
% Shareholding				34.19%	40.38%
Bhogilal Family Trust				70,00,000	70,00,000
% Shareholdir g				20.40%	24.10%
The details of shareholding of promoters is set outbelow
Promoters Name	As at 31st March 2024 No. of TO		As at 31st No. of	March 2023 TO	% ofchanges
	shares	total Shares	shares	total Shares
Nirmal Pratap Bhogilal	1,17,29.713	34,19%	1,17,29,713	40.38%	(6.20)
Total	1,17,29,713	34.19%	1,17,29,713	40.38%	(6.20)

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS
Note 14.2: OTHER EQUITY
[ Rs. In LaKhe)
As at As at
Particulars
30-sJun^ 4 31-Mar-24
a) Capital Reserve 25-00 25.00
b) Capital Redemption Reserve 160.60 160.60
c) Securities Premium
Balance as at the beginning of the year 464.20 432.62
Add; Premium on equity shares issued under ESOP Scheme 5,542.64 31.58
Balance as at the er> d of the year 6,007.03 464.20
d) General Reserve 1,162.92 1,162.92
e) Employee Stock Option Reserve
Balance as at the beginning of the year 50.18 23.36
Add : Accrual of Employee Compensation cost 11.64 41.19
Less : Exercise of Options under ESOP Scheme (14.37)
Balance as at the end of the year 61.79 50,16
f) Investment Allowance Reserve 63.05 63.05
g) Retained Earnings
Balance as at the beginning of the year 11,058.39 10,142.05
Add: Profltf(Loss) for the year 281.87 916.34
Balance as at the end of the year 11,340.26 11.058.39i
h) Other Comprehensive Income
Balance as at the beginning of the year 173.42 163.20
Add/(Less): Remeasurement gain /(loss) on defined benefit plan 12.46 (19.30)
Add/(Less): Changes In foreign currency translation reserve 4.30 16.40
Add/ (Less): Foreign Currency translation reserve reclassified to profit and 13.12
loss on iiquidabon of subsidiary
Balance as at the end of the year 190.18 173.42
Total 19,010.85 13,157.75
Nature and purpose of reserves
a) Capital Reserve :
It represents the gain of capital nature.
b1 Capital Redemption Reserve
Created on redemption of preference shares out of profits in accordance with Companies Act.
ci Securities Premium:
curitles premium represents amount received In excess of face value on issue of shares by the Company. It also
Irkdudes transfer of stock compensation related to options exercised from employee stock options reserve. The
securities premium will be utiliz ed ir) accordarAce with the provisions of the Companies AcL
dl General Reserve:
General reserve represents the amount of profits appropriated by the Holding Company
el Employee Slock Oollon Rbsbivb:
Employee stock options Reserve represents the fair value of equity-setUed transactions and recogniz ed over the
period of vesting and/or service condiUons are fulfilled.
fl Investment Allowance Reserve
It represents reserve created under the Incwne Tax Act and has been appropriat^ y utilised.
al Retained Eaminos
Retained earnings represents file undistributed earnings, net of amounts transferred to general reserve: if any.
hi Other Comprehensive income
It represents the cumulative actuarial gains/(losses) on defined employee benefit plans and exchange differences
arising on translation of the Financial Statements of a foreign operation are recognised In other comprehensive
income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to the
Consolidated Statement of Profit end Loss when the netinvestment is disposed off.
I
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NOTES FORMING PM^ T OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

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(Rs. In Lakhs)
Particulars As at As at
30-Jun-24 31^ ar-24
��
Secured Term Loans
Machinery Loans
From Non Banking Financial Company' 240.75 240.75
Less: Maturity within 1 year-(Refer Note 17.1) (55.20) 185.55 (55.20) 185.55
Working Capital Loans
From Banks ‘ 38.00 71.95
Less: Maturity within 1 year - (Refer Note 17.1) (71-95) -33.95 (71.95)
Foreign Currency Temi Loan (Refer No. 24 (a)) 604.47 615.70
Less: Maturity within 1 year (Refer Note 17.1) (22.60) 581.87 (22.40) 593.30
Repayable in various EMIs by July 2039
��
Loans & Advances from Related Parties
Loan from Directors
No specific terms of repayment has been specified. Interest free loan ��
Inter Corporate Deposits 0.00 600.00
Less: Maturity within 1 year (Refer Note 17.1) (600.00)
[ Repaid on 30th April 2024. Rate of interest 13.50%
(P.Y. Repayable by 1st April 2025. Rate of Interest 13.50%}
��
Share of Rs. 100/- each fuily paid from Related Party 645.58 641.29
�� redeemable on 19th
June 2026.
��
19th June 2026.]
��
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(Ra. in Lakhs)
As at As at
Particulars
30-Jun-24 31-Mar-24
��
Due to Micro Small and Medium Enterprises (Refer Note 25) 2.27 5.18
Others® 109.32 114.97
111.59 120.15
��
Interest accrued and due on loans 95,04 95.04
95.04 95.04
� �� - Rs. 95.04 Lakhs) due to related parlies.
��
Provisions for Employee Benefits:
- Gratuity (Note 29) 293.14 288.80
- Leave Encashment (Note 29) 113.33 118.30
406.47 407.10
��
�� 443.91 306.45
443.91 306.45
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

Note No: 16

DEFERRED TAX LIABILITIES (NET)

in Compliance of IND AS 12 on " income Taxes’ , the item wise details of deferred tax liabilities (Net) are as under

				(Rs.in Lakhs)
Particulars	Opening Baiance	Recognised in	Recognised in	Closing Baiance
		Profit and Loss	Other
		Credit/(Charge)	Comprehensive
			Income
			Credit/(Charge)
For the year ended 30th June 2024
Deferred tax liabiiities
Difference between accounting and tax	(3,058.09)	6.97		(3,051.12)
depreciation off Property, Plant Equipment
Total deferred tax liabilities (A)	(3,058.09)	6.97		(3,051.12)
Deferred tax assets
Expenses allowed on payment basis	161.57			161.57
Provision for Investments	731.24			731.24
Provision for Doubtful debts, doubtful	73.55	(0.69)		72.86
advances and inventory obsolescence
Provision for Capital WIP	78.26			78.26
Disallowance of Proposed Merger Expenses	6.55	1.46		8.01
Unabsorbed Depreciation	250.56			250.56
Unabsorbed Business Loss	221.62	(25.41)		196.21
Total deferred tax assets (B)	1,523.35	(24.64)		1,498.71
Deferred Tax Liabilities (NET) (A- BgC)	(1,534.74)			(1,552.41)
Minimum Alternate tax (D)
Deferred Tax Liabilities (NET) (C- D)	(1,534.74)	iiLSZI		(1,552.41)

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MUMBAI) a
cfi
r
�
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIALSTATEMENTS	NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIALSTATEMENTS
			(Rs. In Lakhs)
	Particulars	As at	As at
		30 Jun-24	31-Mar-24
NOTE 17.1 BORROWINGS. CUWtENT
SECURED
Loans repayable on demand
From Banks
Cash Credit and Working Capital Borrowings (Refer Note- 24 (a))		514.56	1,138.16
Term Loan from Banks and Financiai institutions			150.30
UN CURED
Loan from Directors 96.20			96.20
Current maturities of Long Term Loan -	Secured (Refer Note 15.1)	149.75	749.55
		760.51	2,134.21
NOTE 17.2 TRADE PAYABLES - CURRENT
Due to Micro Small and Medium Enterprises (Refer Note25)' OUiers 765.90 3,053.93			812.72 3,067,40
		3.819.84 1	3,880.12
			(Rs. In Lakhs)
	Particulars	As at	As at
		30-Jun-24	31-Mar-24
NOTE 17.3 OTHER CURRENT UABIUTIES
Advances and Deposits		1,155.90	2.142.26
Statutory Liabilities		114.58	185.51
Employee Related Liabilities Interest due on loans		269.15 2.36	271.47 2.58
Other Liabilities		36.43	12.56
		1.S78.42	2.614.38
NOTE 17.4 PROVISIONS - CURRENT
Provisions for Employee Benefits
- Gratuity (Note 29)		39.90	37.05
- Leave Encashment (Note 29		35.32	46.82
- Provision for Pension Ran		138.96	117.08
Warranty Provisions (Refer Note 34)		140.98	120.02
		3SS.16	320.97
NOTE 17.5 CURRENT TA LIABIUTlESfNETI
Provision for Tax (Net of Tax Paid in Advance and Deducted at Source)		208.72	117.41
		208.72	117.41

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

		fRs. In Lakhs)
Particulars	Year Ended 30-June- 24	Year Ended 31-Mar 24
NOTE 18 REVENUE FROM OPERATIONS
Sale of Products	6,810.37	26,002.77
Sale of Services	470.44	2,396.21
Other Operating Revenue	59.72	240.19
	7,340.53	28,639.17
NOTE 19 OTHER INCOME
Exchange Difference Gains
Profit on Sale of Property, Plant and Equipment s (net)	10.69	24.93
Bad Debt Recovered
Reversal of Provision for Doubtful Debts	2.46	11.22
Credit Balances Written Back (net) Interest Income	87.69	399.27
� ��	1.62	5.60
- on Bonds	34.83
- on financials instruments measured at amortised cost(Net)		46.11
- others	18.50	44.70
Accrued income on NAV of Bond	8.93
Other Income	16.50	75.47
	181.21	607.30

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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS
(Rs. In Lakhs
Year Ended Year Ended
Particulars
30-June- 24 31-Mar-24
NOTE 20.1 : COST OF MATERIALS CONSUMED
Raw Materials Consumed 2.861.41 11,914.80
Cost of Job Contracts 24.72 103.28
Cost of Services Rendered 7.94 49.11
Job Work Charges Incurred 99.93 442.10
2,994.001 12,509.29
NOTE 20.2 : PURCHASE OF STOCK IN TRADE
Purchases of Stock in Trade 917.52 5,083.74
917.52 5,083.74
NOTE 20.3 : CHANGE jN INVENTORY OF FINISHED
GOODS. WORK IN PROGRESS & STOCK IN TRADE
Stock at Close;
Work-in-Process 2,138.06 2,348.88
Stock-in-trade 105.95 135.91
Finished Goods
2,244.01 2,484.79
Less
Stock at Commencement:
Work-in-Process 2,348.88 1,375.23
Stock-in-trade 135.91 137.94
Finished Goods 16.32
2,484.79 240.79 1,529.49 (955.30)
NOTE 21 : EMPLOYEE BENEFIT EX PENSES
Salaries, Wages, Allowances and Bonus 1,374.97 4,726.24
Contribution to Provident and Other Funds 83.15 309.87
Expenses on Employee Stock Option Scheme (ESOP) 11.64 41.19
Provision for Gratuity & Leave Encashment (Note 29) 25.41 84.21
Staff Welfare Expenses 50.48 178.12
1,545.64 5,339.63
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NOTES FORMING PART OF CONSOLIDATED IND AS FINANCIAL STATEMENTS

		(Rs. In Lakhs)
Particulars	Year Ended 30-June- 24	Year Ended 31-Mar- 24
NOTE 22 FINANCE COST
Interest Expenses	70.60	371.98
Interest Expenses from financials instruments meas	9.01
Interest on Lease Liabilities	8.36	29.18
Bank Charges	13.09	83.86
	101.06	485.02
NOTE 23 OTHER E PENSES
Rent (Note 36)	4.98	19.58
Rates and Taxes	75.51	449.75
Power and Fuel	51.52	202.56
Insurance	18.09	68.24
Sales Commission	90.03	288.82
Exhibitions/ Advertisement Expenses	28.48	162.23
Printing and Stationery	17.99	69.43
Travelling and Conveyance	107.13	465.78
Audit, Legal and Professional Charges (Note 37)	125.75	546.59
Vehicle Maintenance	20.25	91.91
Packing and Cartage	109.70	415.97
Stores Loose Tools Consumed	183.11	589.26
Repairs to Machinery	36.28	182.76
Repairs to Buildings	41.68	197.41
Repairs to Other Assets	9.41	55.69
Job work Charges	166.60	674.15
Directors' Sitting Fees	11.30	58.41
Donations	0.13	0.86
Bad Debts Provision for Doubtful Debts/Advances (net)	-0.00	14.35 30.44
Exchange Difference Loss	11.88	10.40
Miscellaneous Expenses	112.88	380.64
Foreign Currency translation reserve reclassified to		13.12
profit and loss on liquidation of subsidiary
	1,222.69	4,988.35

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Annexure 5

Transferee company (Batliboi Limited)	Post-amalgamation	%				29.89%	3.70%	11.26%	0.04%	0.01%	0.01%	0.00%	0.00%	-	44.92%	-		1.32%	1.28%	0.51%	-	4.07%	5.75%	0.03%	12.95%	-	14.90%	72.76%		-	-	-	-	-	72.76%			0.00%	0.00%	-	0.05%	-	-	-	0.00%	0.05%
		No. of shares				1,40,47,258	17,41,031	52,91,676	18,296	2,680	2,680	2,000	1,000	-	2,11,06,621	-		6,18,200	6,00,000	2,40,800	-	19,12,500	27,00,000	14,400	60,85,900	-	70,00,000	3,41,92,521		-	-	-	-	-	3,41,92,521			-	800	-	24,277	-	-	-	-	25,077
	Pre- amalgamation	%				34.19%	2.45%	1.32%	0.05%	0.01%	0.01%	0.01%	0.00%	-	38.04%	-		1.80%	1.75%	0.70%	-	-	-		4.25%	-	20.40%	62.69%		-	-	-	-	-	62.69%			0.00%	0.00%	-	0.07%	-	-	-	-	0.07%
		No. of shares				1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	1,30,51,567	-		6,18,200	6,00,000	2,40,800	-	-	-		14,59,000	-	70,00,000	2,15,10,567		-	-	-	-	-	2,15,10,567			-	800	-	24,277	-	-	-	-	25,077
Transferor Company (Batliboi Environmental Engineering Limited)	Pre-amalgamation	%			Names of Promoter	16.09%	6.25%	33.59%	-	-	-	-	-	-	55.94%	-	Names of Promoter	-	-	-	11.93%	13.28%	18.75%	0.10%	44.06%	-	-	100.00%		-	-	-	-	-	100.00%			0	0	0	0	0	0	0	0	0.00%
		No. of shares				25,75,050	10,00,010	53,75,000	-	-	-	-	-	-	89,50,060	-		-	-	-	19,08,930	21,25,000	30,00,000	16,000	70,49,930	-	-	1,59,99,990		-	-	-	-	-	1,59,99,990			-	-	-	-	-	-	-	-	-
Name of Shareholder						Mr. Nirmal PratapBhogilal	Ms. Sheela Bhogilal	Mr. Kabir Bhogilal	Ms. Maya Bhogilal	Mr. Dharini B. Anand	Ms. Chitra Ashokumar	Ms. Farah Bhogilal	Mr. Darshana Bhogilal Gupta	Mr. P.K. Nair	Total	-		NirbhagInvestments Pvt Ltd	Pramaya Shares and Securities Pvt Ltd	Bhagmal Investments Pvt Ltd	Batliboi Limited	Praneer Trustees Pvt Ltd	Batliboi International Ltd	Hitco Investments Pvt Ltd		-	Bhogilal FamilyTrust	-	-	-	-	-	-		Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)
Description			Equity Shareholding	Indian		Individuals/ Hindu Undivided Family										Central Government/ State Government(s)		Bodies Corporate								Financial Institutions/Banks	AnyOthers	Sub Total(A)(1)	Foreign	Individuals (Non-Residents Individuals/	Bodies Corporate	Institutions	AnyOthers	Sub Total(A)(2)		Public shareholding	Institutions	Mutual Funds/UTI	Financial Institutions/Banks	Central Government/ State Government(s)	Foreign Portfolio Investors	Insurance Companies	Provident Funds/Pension Funds	Foreign Venture Capital Investors	AnyOther	Sub-Total(B)(1)
Sr. No			I	A1		(a)										(b)		(c)								(d)	(e)		A2	(a)	(b)	(c)	(d)			(B)	B1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)

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	6.53%		7.73%	7.34%		1.94%	0.21%	0.00%	2.64%	0.80%	-	-	-	-	-	0.00%	0.00%	27.18%	27.24%	100%	-	-	100%		8% Non-Cumulative Redeemable Preference Shares		37.04%	37.04%		62.96%	62.96%	100.00%	5% Non-Cumulative Redeemable Preference Shares		100.00%	100.00%
	30,70,901		36,30,422	34,47,015		9,10,931	1,00,009	-	12,39,431	3,74,000	-	-	-	-	-	40	1,500	1,27,74,249	1,27,99,326	4,69,91,847	-	-	4,69,91,847				1,00,000	1,00,000		1,70,000	1,70,000	2,70,000			6,92,480	6,92,480
	8.95%		10.58%	10.05%		2.66%	0.29%	0.00%	3.61%	1.09%	-	-	-	-	-	0.00%	0.00%	37.23%	37.31%	100%	-	-	100%					-	-	-	-	-			100.00%	100.00%
	30,70,901		36,30,413	34,47,015		9,10,931	1,00,009	-	12,39,431	3,74,000	-	-	-	-	-	40	1,500	1,27,74,240	1,27,99,317	3,43,09,884	-	-	3,43,09,884				-	-	-	-	-	-			6,92,480	6,92,480
	0.00%		0.00%	0.00%		0.00%	-	-	0.00%	0.00%	-	0.00%	0.00%	0.00%	-	-		0.00%	0.00%	100%	-	-	100%			Names of Promoter:	37.04%	37.04%	Names of Promoter:	62.96%	62.96%	100.00%		Names of Promoter:	-	-
			10	-		-	-	-	-	-	-	-	-	-	-	-		10	10	1,60,00,000	-	-	1,60,00,000				1,00,000	1,00,000		1,70,000	1,70,000	2,70,000			-	-
																			Total Public Shareholding (B)= (B)(1)+(B)(2)		Shares held by Custodians and against which DRs have been issued		GRAND TOTAL (A)+(B)+(C) of the Equity Shareholding				Mr. Kabir Bhogilal	Total		Hitco Investment Pvt Ltd	Total	TOTAL of the 5% Non-Cumulative Redeemable Preference Shares			Mr. Nirmal PratapBhogilal	TOTAL of the 5% Non-Cumulative Redeemable Preference Shares
Non-institutions	Bodies Corporate	Individuals	Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh	ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.	AnyOther	NRI	Trusts	Overseas Corporate Bodies	HUF	LLP	Foregin Nationals	ClearingMember	Director or Director's Relatives	Investor Education and Protection Fund (IEPF)	KeyManagerial Personnel	Unclaimed or Suspense or Escrow Account	Relatives of promoters	Sub-Total(B)(2)		TOTAL(A)+(B)		Sub-Total('C)		Preference Shareholding		Individuals/ Hindu Undivided	Family		Bodies Corporate					Individuals/ Hindu Undivided	Family
B2	(a)	(b)	I	II	(c)														(B)		(C)			II	A.	(a)			(b)				B.	(a)

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SCHEME OF AMALGAMATION
BETWEEN
BATLIBOl ENVIRONMENTAL ENGINEERING LIMITED
(" TRANSFEROR COMPANY" )
AND
BATLIBOl LIMITED
(" TRANSFEREE COMPANr)
AND
THEIR RESPECTIVE SHAREHOLDERS & CREDITORS
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UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS AND RULES FRAMED THEREUNDER

(A) PREAMBLE

This Scheme of Amalgamation (" Scheme" ) is presented under Sections 230 to 232 of the Companies Act, 2013 and the rules and regulations made thereunder for Amalgamation of Batliboi Environmental Engineering Limited (" BEEL" or " Transferor Company" ) and Batliboi Limited (" Transferee Company" )

(B) Parts of the Scheme

This Scheme is divided into the following parts: - Part A deals with the description of the companies and the rationale for the Scheme; Part B deals with the definitions and the share capital of the Transferor Company and Transferee Company;

Part C deals with the Amalgamation by absorption of Transferor Company with and into Transferee Company and certain consequential aspects thereto Part D deals with the general terms and conditions applicable to this Scheme.

The Scheme also provides for various other matters consequential, incidental or otherwise integrally connected herewit

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PARTA-GENERAL

1. DESCRIPTION OF THE COMPANIES

1.1. Batliboi Environmental Engineering Limited (" BEEL" or " Transferor Company" ) was incorporated as a public limited company in the State of Maharashtra under the provisions of the Companies Act, 1956 on August 25, 1959 vide Corporate Identity Number U74210MH1959PLC011435, having registered office at Spartan House, 1st Floor, Plot No. B-29 Road No. S-18, Wagle Estate, Thane West Thane Maharashtra 400604 India and email ID of its authorised representative is investors@ batliboi.com. The Transferor Company is engaged in the business of design, selection, engineering, fabrication, supply, installation, and commissioning of air pollution control equipment and systems for a variety of industrial and municipal applications.

1.2. Batliboi Limited (" the Transferee Company" ) was incorporated as a public limited company in the State of Maharashtra under the provisions of the erstwhile Companies Act, on December 6, 1941 vide Corporate Identity Number L52320MH1941PLC003494, having registered office Bharat House 5th Floor 104 B S Marg Fort Mumbai Maharashtra, 400001 and email ID of its authorised representative is investors@ batliboi.com. The Transferee Company Is engaged in the business of Machine Tools, Air Engineering, Textile Machinery. The equity shares of Transferee are listed on Bombay Stock Exchange Limited (" BSE Limited" ).

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OBJEa AND RATIONALE OF THIS SCHEME

2.1. Rationale for the Scheme as under:

a. Economies of scale will play a bigger role as the consolidated entit/s operational efficiency will increase, which will in turn allow the merged entity to compete on a larger scale in the industry, thus benefiting the merged entity and the shareholders;
b. Rationaliz ation of operations with a greater degree of operational efficiency and optimum utiliz ation of resources;
c. The combined net worth of both entities will enable the merged entity to tap into new business opportunities thereby unlocking growth opportunities for the merged entity;
d. It would result In the consolidation of business activities and will facilitate effective management of investment and synergies in operations;
e. Being a part of the same management, this amalgamation would facilitate the simplification of group structures and reducing administrative redundancies;

-i» ' *

f. Reduction in multiplicity of legal and regulatory compliances, reduction in overheads, including administrative, managerial and other costs amongst all; and
g- Consolidation and simplification of the group structure and reduction of administrative costs at the group level.

Accordingly, the Board of Directors of the Transferor Company and the Transferee Company have

formulated this Scheme to undertake various steps as envisaged in this Scheme pursuant to the provisions of Sections 230-232 of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof).

There is no likelihood that the interests of any shareholder or creditors of any of the Transferor

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Company or the Transferee ^ 0^ be prejudiced as a result of the Schei Scheme
\ ^ /
%
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does not affect the rights of the creditors of the Transferor Company or the Transferee Company. There will not be any reduction in amounts payable to the creditors of the Transferor Company or the Transferee Company, nor there shall be any change in terms with creditors which are adverse to their interest, pursuant to the sanctioning of this Scheme.

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PART B - DEFINITIONS AND SHARE CAPITAL

3. DEFINITIONS

In this Scheme, unless repugnant to the context, the following expressions shall have the following meaning;

3.1. Act" means the Companies Act, 1956 and/or Companies Act, 2013, to the extent Its provisions relevant for this Scheme are notified and ordinances, rules and regulations made
thereunder and shall include any statutory modifications, re-enactment or amendment thereof for the time being in force;
3.2. Appointed Date" means the l” day of April, 2023 or such other date as may be approved by the Honourable National Company Law Tribunal(s), for the purposes of this Scheme;
3.3. Board of Directors" or " Board" means the Board of Directors of the Transferor Company or the Transferee Company, as the case may be, and shall Include a duly constituted committee{ s) thereof;

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3.4. ’ BSE" shall mean BSE Limited;
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3.5. Effective Date" means the date on which last of the conditionalities specified in Clause 20 of the Scheme is fulfilled. Any reference in this Scheme to the date " upon the Scheme becoming effective" or " effectiveness of the Scheme"or " upon coming into effect of this Scheme" or " upon the Scheme coming into effect" shall mean the Elective Date, as defined in this Clause;
3.6. Encumbrance" means any options, pledge, mortgage, lien, security, interest, claim, charge, pre-emptive right, easement, limitation, attachment, restraint or any other encumbrance of any kind or nature whatsoever, and the term " Encumbered" shall be construed accordingly;

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3.7. Governmental Authority" means any applicable Central, State or local government,
legislative body, regulatory or mistrative authority, agency or commission or any court.
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tribunal, board, bureau or instrumentality thereof or arbitration or arbitral body having jurisdiction and shall include any other authority which supersedes the existing authority;

3.8. Merger" or " Amalgamation" or " Amalgamation by Absorption" means the merger or amalgamation in accordance with the provisions of Section 2(1B) of the Income Tax Act, 1961 of the Transferor Company with and into the Transferee Company;
3.9. NCLT* means Honourable National Company Law Tribunal{ s), having jurisdiction in relation to the Transferor Company and Transferee Company, being the Mumbai Bench;
3.10. " 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares" or " RPS" means the redeemable preference shares of the face value of INR 100 (Hundred) each issued by the Transferee Company on terms and conditions set out in Annexure I
3.11. " Record Date" means the date to be fixed by the Board of Directors of the Transferee Company or a committee thereof, in consultation with the Board of Directors of the Transferor Company for the purpose of determining the members of the Transferor Company to whom new shares in the Transferee Company shall be allotted under Part C of the Scheme;
3.12. " Scheme” or " the Scheme" or " this Scheme" or Scheme of Amalgamation" means this Scheme of Amalgamation, as amended or modified, in its present form submitted to the NCLT for approval, with or without any modifications, as may be approved or imposed or directed by the NCLT or any other appropriate authority.

3.13. " SEBI" means Securities and Exchange Board of India;

3.14. " Stock Exchange" means BSE Limited;

3.15. " Taxation" or " Tax" or " Taxes" means all forms of taxes and statutory, governmental,

state, provincial, local government or municipal impositions, duties, contribution and levies and whether levied by reference to income, profit, book profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments in respect of

or on account of Tax, whether by way of deduction at source, advance tax, minimum alternate tax, minimu credit or othei ubutable directly or O COT 6

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primarily to Transferor Company and Transferee Company, as the case may be or any other person and all penalties, charges, costs and interest relating thereto;

3.16. Tax Laws" means all the applicable laws, acts, rules and regulations dealing with Taxes including but not limited to the any tax liability under the Income-tax Act, 1961, Customs Act 1962, Central Excise Act, 1944, Goods and Services Tax Act, 2017, State Value Added Tax laws. Central Sales Tax Act, 1956 or other applicable laws/ regulations dealing with taxes/ duties/ levies of similar nature;

3.17. Transferor Company" means Batliboi Environmental Engineering Limited ('BEEL') is an unlisted public company incorporated under the Companies Act, 1956 on August 25, 1959 vide Corporate Identity Number U74210MH1959PLC011435, having registered office at Spartan House, 1st Floor, Plot No. B-29 Road No. S-18, Wagle Estate, Thane West Thane Maharashtra 400604;

3.18. Transferee Company" means Batliboi Limited, a listed company incorporated under the erst while Act and having CIN L52320MH1941PLC003494 and having its registered office at Bharat House 5th Floorl04 B S Marg Fort Mumbai Maharashtra, 400001 and listed its equity shares / securities on BSE Limited;

3.19. Transition period" means period starting from the Appointed Date till the Effective Date.

All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act and other applicable laws, rules, regulations, bye-laws, as the case may be or any statutory modification or re enactment thereof from time to time.

4. DATE OF TAKING EFFEa AND OPERATIVE DATE

4.1. The Scheme shall be effective in its present form or with any modification(s) approved or imposed or directed by the NCLT or any other appropriate authority and shall become effective from the Appointed Date, as defined under this Scheme in accordance with

Section 232(6) of the Act.

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4.2. The merger of the Transferor Company with and into the Transferee Company shall be in accordance with Section 2(1B) of the Income Tax Act, 1961. If any terms or provisions of the Scheme are found to be or interpreted to be inconsistent with Section 2(1B) of the Income Tax Act, 1961 at a later date, whether as a result of any amendment of law or any judicial or executive interpretation or for any other reason whatsoever, the aforesaid provision of the Income Tax Act, 1961 shall prevail. The Scheme shall then stand modified to the extent deemed necessary to comply with the said provisions. Such modification will, however, not affect other parts of the Scheme.

5. SHARE CAPITAL

5.1. The share capital structure of the Transferee Company as on 31” December 2023 is as

under:

Particulars	Amount
Authorised Capita/
4,61,70,400 Equity shares of Rs. 5 each	23,08,52,000
6,92,480 Preference Shares of INR100/- each	6,92,48,000
Total Authorised Capital	30,01,00,000
Issued, subscribed and, paid-up Share Capital
2,90,45,884 Equity shares of Rs. 5 each fully paidup	14,52,29,420
6,92,480 Preference Shares of Rs. 100 each fully paidup	6,92,48,000
Total	21,44,77,420

As on the date of approval of the Scheme by the Board of Directors of the Transferee Company, there is no change in the authorised, issued, subscribed, and paid-up share capital of Transferor Company.

The Transferee Company is currently in the process of executing a preferential allotment to non-promoter entities by issuing 57,14,000 (Fifty-Seven Lakhs Fourteen Thousand) equity shares at a face value of INR 5/- each, priced at Rs. 113.50/- (Rupees One Hundred Thirteen Decimal Five Zero only) per Equity Share, aggregating to Rs. 64,85,39,000/(Rupees Sixty Four Crores Eighty Five Lakhs Thirty Nine Thousand Only. The Board of Directors, in its meeting on 6* ' March 2024, has approved the transaction, subject to members' approval through a iai resolution at the Extraordinary General Meeting

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scheduled for 29* ’ March 2024. The implementation is subject to regulatory and statutory approvals, ensuring compliance with legal frameworks.

5.2. The share capital structure of the Transferor Company as on 31” December 2023 is as under:

micuiars	Amount (INI
Authorised Capital
1,70,00,000 Equity shares of Rs. 10 /- each	17,00,00,000
4,00,000 8% Non-Cumulative, Non-Convertible RedeemablePreference	4,00,00,000
shares of Rs. 100 /-each
Total	21,00,00,000
Issued, subscribed and, paid-up Share Capital
1,60,00,000 Equity shares of Rs. 10 /- each	16,00,00,000
2,70,000 8% Non-Cumulative, Non-Convertible RedeemablePreference	2,70,00,000
Shares of Rs. 100 /-each
Total	18,70,00,000

As on the date of approval of the Scheme by the Board of Directors of the Transferor Company, there is no change in the authorised, issued, subscribed, and paid-up share capital of Transferor Company.

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PART C- MERGER BY OF TRANSFEROR COMPANY WITH AND INTO THE TRANSFEREE COMPANY

6. AMALGAMATION AND VESTING OF ASSETS AND LIABILITIES AND THE BUSINESS OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

6.1. With effect from the Appointed Date and upon the Scheme becoming effective, the Transferor Company, aiong with all the assets, liabilities, contracts, power purchase agreements, employees, licences, records, approvals, etc. being integral part of the Transferor Company shall, without any further act, instrument or deed, stand amalgamated with and be vested in or be deemed to have been vested in the Transferee Company on a going concern basis so as to become as and from the Appointed Date, the undertaking of the Transferee Company by virtue of and in the manner provided in this Scheme.

6.2. Without prejudice to the generality of the above clauses and to the extent applicable, unless otherwise stated herein, upon the coming into effect of this Scheme and with effect from the Appointed Date:

a. All the properties and assets of the Transferor Company, tangible or Intangible, balance in bank, cash or investments (including but not limited to investment In subsidiaries, if any) and other assets of whatsoever nature and tax credits including under GST law, quotas, rights, consents, entitlements, licenses, certificates, permits, tenancy rights, and facilities of every kind and description whatsoever for ail Intents and purposes, permissions under any Tax Laws, incentives, if any, without any further act or deed so as to become the business, properties and assets of the Transferee Company.

b. All the movable assets of the Transferor Company or assets otherwise capable of transfer by manual delivery or by endorsement and delivery, including cash in hand, shall be physically handed over by manual delivery or by endorsement and delivery, to the Transferee Company to the end and intent that the property therein passes to the Transferee Company on such manual delivery or endorsement and delivery, without requiring any deed or instrument of conveyance for the same and shall become the property of the Transferee Company accordingly.

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c. AH other movable properties of the Transferor Company, mutual funds, bonds and any other securities, sundry debtors, outstanding loans and advances, if any. recoverable in cash or in kind or for value to be received, bank balances and deposits. If any, with Government, semi-Government, local and other authorities and bodies, customers and other persons, shall without any further act, instrument or deed, pursuant to the orders of this Scheme becoming effective and by operation of law become the properties of the Transferee Company, and the title thereof together with all rights, interests or obligations therein shall be deemed to have been mutated and recorded as that of the Transferee company. All Investments of the Transferor Company shall be recorded in the name of the Transferee Company by operation of law as transmission in favour of the Transferee Company as a successor in Interest and any documents of title in the name of the Transferor Company shall also be deemed to have been mutated and recorded in the name of the Transferee Company to the same extent and manner as originally held by the Transferor Company and enabling the ownership, right, title and interest therein as if the Transferee Company was originally the Transferor Company. TTie Transferee Company shall subsequent to this Scheme becoming effective be entitled to the delivery and possession of all documents of title of such movable property in this regard;

All the consents, permissions, licenses, certificates, insurance covers, clearances, authorities, power of attorneys given by, issued to or executed in ^ vour of the Transferor Company, shall stand vested in or transferred automatically to the Transferee Company without any further act or deed and shall be appropriately mutated by the authorities concerned therewith in favour of the Transferee Company as if the same were originally given by, issued to or executed in favour of the Transferee Company and the Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder and the rights and benefits under the same shall be available to the Transferee Company. The benefit of all statutory and regulatory permissions including the statutory or other licenses. Tax registrations, permits, permissions or approvals or consents required to carry on the operations of the Transferor Company shall automatically and without any other order to this effect, vest into and become available to the Transferee Company pursuant to this

Scheme becoming effective in a

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to the provisions of the above clauses, in respect of such of the assets and properties of the Transferor Company, as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same shall be so transferred by the Transferor Company and shall upon such transfer become the assets and properties of the Transferee Company without requiring any deed or instrument or conveyance for the same.

e. All debts, liabilities, contingent liabilities, duties. Taxes (including any advance taxes paid, MAT credit, TDS deducted on behalf of the Transferor Company, etc.), GST liabilities, and obligations of the Transferor Company, as on the Appointed Date, whether provided for or not, in the books of accounts of the Transferor Company, and all other liabilities which may accrue or arise after the Appointed Date but which relates to the Transition Period, shall, pursuant to this Scheme becoming effective as per the order of the NCLT or such other competent authority, as may be applicable under Section 232 and other applicable provisions of the Act, and without any further act or deed, be vested or deemed to be vested in and be assumed by the Transferee Company, so as to become as from the Appointed Date the debts, liabilities, contingent liabilities. Taxes, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company.

All intangible assets including various business or commerciai rights, pre-qualification for past projects / sales, customer-base, etc. belonging to but not recorded in books of the Transferor Company shall be transferred to and vested with the Transferee Company and shall include all letters of intent, request for proposal, prequalification, permits, registrations, bid acceptances, tenders, technical[experience (including] experience in executing projects), goodwill earned in execution of the projects, technical know-how, contracts, deeds, memorandum of understanding, bonds, agreements, track record and all other rights ciaims, powers in reiation to or enjoyed by or granted in favour of the Transferor Company, and the historical financial strength including turnover, profitability, performance, market share, net-worth, liquid/ current assets and reserves of the previous years and all empanelment's,

accreditations, recognitions as approved vendors for undertaking any Jobs;

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In so far as the various incentives, indirect tax benefits, subsidies, grants, special status and other benefits or privileges enjoyed, granted by any Government body, local authority or by any other person, or availed of by the Transferor Company are concerned, the same shall, without any further act or deed, vest with and be available to the Transferee Company on the same terms and conditions on and from the Appointed Date.

h. The Transferee Company, may, at any time after this Scheme coming into effect, if required under law or otherwise, execute deeds of confirmation in favour of any other party with which the Transferor Company has a contract or arrangement, or give any such writing or do any such things, as may be necessary, to give effect to the above.

In so far as loans and borrowings of the Transferor Company pertaining to the loans and liabilities, which are to be vested to the Transferee Company shall, without any further act or deed, become loans and borrowings of the Transferee Company, and all rights, powers, duties and obligations in relation thereto shall be and stand vested in and shall be exercised by or against the Transferee Company as if it had entered into such loans and incurred such borrowings. Thus, the primary obligation to redeem or repay such liabilities upon the Scheme becoming effective shall be that of the Transferee Company. However, without prejudice to such vesting of liability amount, where considered necessary for the sake of convenience and towards facilitating single point creditor discharge, the Transferee Company may discharge such liability (including accretions thereto) by making payments on the respective due dates to the Transferor Company, which in turn shall make payments to the respective creditors.

J-

The vesting of the assets comprised in the Transferor Company to the Transferee Company under this Scheme shall be subject to the mortgages and charges, if any, affecting the same as hereinafter provided.

k. The existing securities, mortgages, charges, encumbrances or liens, if any, created by the Transferor Company after the Appointed Date and during the Transition Period,

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in terms of this Scheme, over the rten s. a f ] , ^mprised in the TransfecoE-Company, or\ BU/
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any part thereof, shall be vested in the Transferee Company by virtue of this Scheme, and the same shall, after the Transition Period, continue to relate and attach to such assets or any part thereof to which they relate or attached prior to the Transition Period and are vested with the Transferee Company, and such Encumbrances shall not relate or attach to any of the other assets, of the Transferor Company.

I. In so far as the existing Encumbrances, if any, in respect of the loans, borrowings, debts, liabilities, is concerned, such Encumbrance shall, without any further act, instrument or deed be modified and shall be extended to and shall operate only over the assets comprised in the Transferor Company which have been Encumbered in respect of the transferred liabilities as transferred to the Transferee Company pursuant to this Scheme. Provided that if any of the assets comprised in the Transferor Company which are being transferred to the[Transferee Company] pursuant to this Scheme have not been Encumbered in respect of the transferred liabilities, such assets shall remain unencumbered and the existing Encumbrance referred to above shall not be extended to and shall[not operate over such assets.] The absence of any formal amendment which may be required by a lender or third party shall not affect the operation of the above.

m. In so far as the existing security in respect of the[loans or borrowings of the] Transferor Company and other liabilities relating to[the Transferor Company are] concerned, such security shall, without any further act, instrument or deed be continued with the Transferor Company. The Transferor[Company and the] Transferee Company shall file necessary particulars[and/or modification(s) of charge,] with the Registrar of Companies to give formal effect[to the above provisions, if] required.

The foregoing provisions insofar as they relate to[the vesting of liabilities with the] Transferee Company shall operate, notwithstanding anything to the contrary contained in any deed or writing or the terms of sanction[or issue or any security] documents, all of which instruments shall stand modified[and/or superseded by the] foregoing provisions.

o. With effect from the Appointed Date and during the[Transition Period, subject to the]

other provisions of the Sch'

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provals, quotas, rights, consents, ejjjislements.

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licenses, certificates, permits, and facilities of every kind and description whatsoever, privileges, deeds, bonds, quality certifications and approvals, powers of attorneys, agreements and other instruments of whatsoever nature in relation to the Transferor Company, as the case may be, is a party, or the benefit to which the Transferor Company may be eligible, subsisting or operative immediately on or before the Effective Date, shail be in full force and effect against or in favour of the Transferee Company and may be enforced fully and effectively as if instead of the Transferor Company, the Transferee Company had been a party or beneficiary thereto for continuation of operations of the Transferor Company by the Transferee Company without any hindrance or disruption after the Transition Period. The Transferee Company shall enter into and/or issue and/or execute deeds, writings, endorsements or confirmation or enter into any tripartite agreement, confinnations or novation's to which the Transferor Company will, if necessary, also be a party, in order to give formal effect to the provisions of this Scheme, if so required or if it becomes necessary. Further, the Transferee Company shail be deemed to be authoriz ed to execute any such deeds, writings, endorsements or confirmations on behalf of the Transferor Company and to Implement or carry out all formalities required on the part of the Transferor Company to give effect to the provisions of this Scheme.

P-

With effect from the Appointed Date and upon the Scheme becoming effective, the entitlement to various benefits under incentive schemes and policies, if any, in relation to the Transferor Company shall stand vested in and/or be deemed to have been vested in the Transferee Company together with all benefits and entitlements of any nature whatsoever. Such entitlements shall include[Taxes benefits under the] Tax Laws in the nature of exemption, deferment, refunds and incentives in relation to the Transferor Company to be claimed by the Transferee Company with effect from the Appointed Date as if the Transferee Company[was originally entitled to all] such benefits under such scheme and/or policies, subjec t o continued compliance by the Transferee Company of all the terms and conditions subject to which the benefits and entitlements under such incentive schemes were made available to the Transferor Company. The Transferee Company shall be entitled to such benefits in its

name, without any additional liabilities or expenses[whatsoever.]

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q- Taxes as per the Tax Laws of the Transferor Company to the extent not provided for or covered by the Tax provision in the accounts made as on the date immediately preceding the Appointed Date related to the Transferor Company shall be vested with the Transferee Company.

r. All Taxes paid or payable by the Transferor Company in respect of the operations and/ or the profits of Transferor Company before the Appointed Date shall be on account of the Transferor Company and in so far as it relates to the Tax payment whether by way of deduction at source, collection at source, advance tax or otherwise howsoever, by the Transferor Company in respect of the profits or activities or operations of the Transferor Company after the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company and shall in all proceedings be dealt with accordingly.

s. On and from the Appointed Date, if any Certificate for Tax Deducted at Source, Tax collected at source or any other tax credit certificate relating to the Transferor Company is received in the name of the Transferor Company, it shall be deemed to have been received by the Transferee Company, which alone shall be entitled to claim credit for such tax deducted or paid.

t. Upon the Scheme becoming effective, the Transferor Company shall have right to revise their respective returns filed under Tax Laws, along with prescribed forms, filings and annexures under the Tax Laws and claim refunds and / or credit for Taxes paid and for matters incidental thereto, if required, to give effect to the provisions of the Scheme;

u. On and from the Appointed Date, the benefit of all balances relating to Taxes under the Tax Laws being balances pertaining to the Transferor Company, if any, shall stand vested in the Transferee Company as if the transaction giving rise to the said balance or credit was a transaction carried out by the Transferee Company. The liabilities of the Transferor Company as on the Appointed Date shall stand vested in the Transferee Company, save as otherwise in respect of the liabilities, which were met by the Transferor Company during the Transition Period, which shall be construed to

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have been met by the Transferee Company as if the transaction giving rise to the said liability was a transaction carried out by the Transferee Company.

Upon the coming into effect of this amalgamation and notwithstanding the other provisions of this Scheme, all contracts, deeds, agreements, licenses, engagements, certificates, permissions, consents, approvals, concessions and incentives, remissions, remedies, subsidies, guarantees, etcetera of whatsoever nature to which the Transferor Company is a party or to the benefit of which the Transferor Company or any Project owned or promoted by the Transferor Company may be eligible and which have not lapsed and are vested, subsisting or having effect on the Effective Date shall be in full force and effect in favour of the Transferee Company, as the case may be, and may be enforced by the Transferee Company as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party thereto or beneficiary thereof. The Transferee Company may enter into and/or issue and/or execute deeds, writings or confirmations, or enter into any bipartite or multipartite arrangements, confirmations or novations, in order to give formal effect to the provisions of this Scheme, if so required or if so considered necessary. The Transferee Company shall be deemed to be authorised to execute any such deeds, writings or confirmations on behalf of the Transferor Company and to implement or carry out all formalities required on the part of the Transferor Company to give effect to the provisions of this clause. The Transferee Company shall perform the Transferor Company obligations under all existing contracts, deeds, agreements, licenses, and other such instruments, as the new obligor replacing the original obligor, i.e., the Transferor Company.

On and from the Effective Date, and till such time that the name of the bank accounts of the Transferor Company has been replaced with that of the Transferee Company, the Transferee Company shall be entitled to maintain and operate the bank accounts of the Transferor Company in the name of the Transferor Company and for such time as may be determined to be necessary[by the Transferee] Company. All cheques and other negotiable instruments,[payment orders received or] presented for encashment which are in the name of the[Transferor Company after]

the Effective Date shall be accepted by the bankers[of the Transferee Company and]

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credited to the account of Transferee Company, if presented by the Transferee Company;

. It is hereby clarified that the vesting of the Transferor Company in the Transferee

Company shall be on a going concern basis.

5u" .

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7. STAFF & EMPLOYEES

7.1. The Transferee Company will take over all the staff in the service of the Transferor Company Immediately preceding Effective Date, and that they shall become the staff and employees, of the Transferee Company on the basis that their services shall be deemed to have been continuous and not have been interrupted by reasons of the said transfer. The terms and conditions of service applicable to such staff or employees after such transfer shall not in any way be less favourable to them than those applicable to them immediately preceding the transfer.

7.2. The equitable interest in accounts/funds of the employees and staff, if any, whose services are vested with the Transferee Company, relating to superannuation, provident fund and gratuity fund, if any, shall be identified, determined and vested with the respective trusts/funds of the Transferee Company and such employees shall be deemed to have become members of such trusts/funds of Transferee Company. Until such time, the Transferor Company may, subject to necessary approvals and permissions, if any, continue to make contributions pertaining to the employees of the Transferor Company to the relevant funds of the Transferor Company.

7.3. The Transferee Company, at any time after the Scheme becoming effective in accordance with the provisions hereof, if so required under any law or otherwise, will execute deeds of confirmation or other writings or arrangements with any party to any contract or arrangement in relation to the Transferor Company to which any of the Transferor Company is a party in order to give formal effect to the provisions of the Scheme. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authoriz ed to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances, referred to above, on behalf of the Transferor Company.

8. LEGAL PROCEEDINGS

8.1. If any suit, appeal or proceedings of whatsoever nature (hereinafter referred to as " the said

proceedings" ) by or against the Transferor Company be pending, the same shall not abate

or be discontinued or in any way be prumKei^ y affected by reason of the tra

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Transferor Company or by anything in this Scheme, but the said proceedings may be continued, prosecuted and enforced, as the case may be, by or against the Transferee Company in the same manner and to the same extent as it wouid be or might have been continued and enforced, as the case may be, by or against the Transferor Company if this Scheme had not been made. On and from the Effective Date, the Transferee Company may initiate any iegal proceeding for and on behalf of the Transferor Company.

8.2.

The Transferee Company undertakes to have ali iegai or other proceedings initiated by or against the Transferor Company referred to above transferred into its name and to have the same continued, prosecuted and enforced by or against the Transferee Company to the exclusion of Transferor Company.

8.3. After the Effective Date, the Transferee Company shall and may, if required, initiate any legal proceedings in relation to the Transferor Company.

9. AMALGAMATION NOT TO AFFECT TRANSAaiONS / CONTRACTS OF TRANSFEROR COMPANY:

The transfer and vesting of the business of the Transferor Company and the continuance of the said proceedings by or against the Transferee Company shall not affect any transaction or proceedings already concluded by or against the Transferor Company after the Appointed Date to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done or executed by the Transferor Company after the Appointed Date as done and executed on its behalf. The said transfer and vesting pursuant to Sections 230 to 232 of the Act, shall take effect from the Appointed Date unless the NCLT otherwise directs.

10. CONSIDERATION / ISSUE OF SHARES

10.1. Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company with and into the Transferee Company, the Transferee Company shall, without any further application or deed and without any further payment, issue and allot to all the equity shareholders of the Transferor Company (whose names appear in the register of members as on the Record Date) in the following manner:

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9 (Nine) Equity Shares having face value of INR 5/- each of Batliboi to be Issued to the equity shareholders of BEEL (other than Batliboi) for every 10 (Ten) Equity Shares having face value of INR 10/- each held in BEEL"

Upon coming into effect of the Scheme, all such investments held by the Transferee Company into the Transferor Company shall stand cancelled. Consequently, no consideration shall be extended to the Transferee Company in relation to the amalgamation as it is set to be meiged into itself.

10.2. Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company with and into the Transferee Company, the Transferee Company shall, without any further application or deed and without any further payment, issue and allot redeemable preference shares ('RPS') to preference shareholders of the Transferor Company (whose names appear in the register of members as on the Record Date) in the following manner:

1 (One) fully paid-up 8% Non-Cumulative, Non-Convertil^ e Redeemable Preference Shares of

INR 100 (Hundred) each of the Tran^ ree Company shall be issued and allotted for every 1 (One) fully paid-up 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of INR 100 (Hundred) held in the Tran^ ror Company"

RPS of the Transferee Company Shall be issued to the preference shareholders of the Transferor Company on terms and conditions as set out in Annexure I

10.3. Upon the Scheme becoming effective and upon the shares of the Transferee Company being issued and allotted as provided in this Scheme, the equity shares and RPS of the Transferor Company, whether in dematerializ ed form or in physical form, shall be deemed to have been automatically cancelled and be of no effect on and from the Effective Date.

10.4. Subject to applicable Laws, the equity shares and RPS that are to be issued in terms of this Scheme shall be issued in dematerialised form. The register of members maintained by the Transferee Company and/ or, other relevant records, whether in physical or electronic form, maintained by the Transferee Company, the relevant depository and registrar and transfer agent in terms of Applicable Laws sha med

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Transferee Company) be updated to reflect the issue of the shares in terms of this Scheme. The shareholders of the Transferor Company who holds shares in physical form, should provide the requisite details relating to his/ her/ its account with a depository participant or other confirmations as may be required, to the Transferee Company, prior to the Record Date to enable it to issue the shares.

10.5. However, if no such details have been provided to the Transferee Company by the shareholders holding shares in physical share certificates on or before the Record Date, the Transferee Company shall deal with the relevant equity shares and RPS in such manner as may be permissible under the Applicable Law, including by way of Issuing the corresponding shares in dematerialised form to the Trustee of Transferee Company who shall hold these equity shares and RPS in trust for the benefit of such shareholder. The equity shares and RPS of Transferee Company held by the Trustee of Transferee Company for the benefit of the shareholder shall be transferred to the respective shareholder once such shareholder provides details of his/her/its demat account to the Trustee of Transferee Company, along with such other documents as may be required by the Trustee of Transferee Company. The respective shareholders shall have all the rights of the shareholders of the Transferee Company, including the right to receive dividend, voting rights and other corporate benefits, pending the transfer of equity shares and RPS from the Trustee of Transferee Company. All costs and expenses incurred in this respect shall be borne by Transferee Company.

10.6. The Transferee Company shall take necessary steps to increase or alter or re-classify, (if necessary), its authoriz ed share capital suitably to enable it to issue and allot equity shares and RPS respectively required to be issued and allotted by it under this Scheme.
10.7. The equity shares to be issued to those equity shareholders of the Transferor Company as above shall be subject to the Memorandum and Articles of Association of the Transferee Company and shall rank pari passu with the existing equity shares of the Transferee Company in all respects.
10.8. TTie RPS to be issued to preference shareholders of the Transferor Company by the Transferee Company shall be subject to the Scheme and the Memorandum and Articles of Association of the Transferee Company, shall rank for dividend in priority to the equity shares of the Transferee Company, feree Company be

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entitled to rank, as regards repayment of capital upto the commencement of winding up, in priority to the equity shares of the Transferee Company.

10.9. The approval of this Scheme by the equity shareholders of the Transferee Company shall be deemed to be in due compliance of the provisions of Section 55 and Section 62 of the Act and / or any other applicable provisions of the Act for the issue of equity shares and RPS by the Transferee Company to the equity shareholders and preference shareholders respectively of the Transferor Company, as provided in this Scheme.

10.10.The issue and allotment of equity shares and RPS by the Transferee Company to the equity shareholders and preference shareholders of the Transferor Company respectively as provided in this Scheme, shall be deemed, without any further act or deed by the Transferee Company, to be a private placement within the meaning of section 42 of the Companies Act, 2013 and Rules framed thereunder and it shall be deemed that the procedures laid down under the said section of the Act and any other applicable provisions of the Act were duly complied with.

10.11. If any shareholder becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of the equity shares by the Transferee Company in accordance with Cla use 10.1 and Clause 10.2 above, the Board of the Transferee Company shall consolidate all such fractional entitlements and shall round up the aggregate of such fractions to the next whole number and issue consolidated equity shares, as the case may be, to a trustee nominated by the Transferee Company (the " Trustee" ), who shall hold such equity shares by the Transferor Company, as the case may be, with all additions or accretions thereto in trust for the benefit of the respective shareholders, to whom they belong and their respective heirs, executors, administrators or successors for the specific purpose of selling such equity shares in the market at such price or prices and on such time or times within ninety (90) days from the date of allotment, as the Trustee may in its sole discretion decide and on such sale, pay to the Transferee Company, the net sale proceeds (after deduction of applicable taxes and costs incurred) thereof and any additions and accretions, whereupon the Transferee Company shall, subject to withholding tax, if any, distribute such sale proceeds to the concerned shareholders of the Transferor Company in proportion to their respective fractional entitlements.

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10.12.Pursuant to the issuance of equity shares and RPS by Transferee Company to equity shareholders and preference shareholders of Transferor Company respectively, the shareholders of the Transferor Company shall become the shareholders of the Transferee Company.

lO.lS.TTie equity shares of the Transferee Company to be issued in terms of this Scheme will be

listed and/ or admitted to trading on the Stock Exchanges where the shares of the Transferee Company are already listed and/ or admitted to trading, subject to necessary approvals under the Regulations issued by the Securities and Exchange Board of India and from the Stock Exchanges and all necessary applications and compliances being made in this respect by the Transferee Company.

10.14.ln the event that the Transferee Company restructures its equity share capital or preference share capital by way of share split/ consolidation/ issue of bonus shares during the pendency of this Scheme, the Share Exchange Ratio for the equity shares and preference shares to be issued In the Transferee Company to the shareholders of the Transferor Company shall be adjusted accordingly to take into account the effect of any such corporate actions.

10.15.The approval of this Scheme by the equity shareholders and preference shareholders of Transferor Company and Transferee Company under Sections 230 to 232 of the Act shall be deemed to have the approval under Sections 13 and 14 of the Act and other applicable provisions of the Act and any other consents and approvals required in this regard.

11. ACCOUNTING TREATMENT

11.1 Amalgamation of the Transferor Company with the Transferee Company shall be accounted in the books of the Transferee Company for by way of as per " Pooling of Interests Method" under Appendix C of Ind-AS 103 (Accounting for Business Combinations) and any other relevant Indian Accounting Standard prescribed under Section 133 of the Act.

11.2 All the assets and liabilities of Transferor Company shall be recorded in the financial

statements of the Transferee Company at the carrying value as appearing in the financial statements of the Transferor Comp;

appointed Date.

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11.3 The identity of the reserves pertaining to the Transferor Company, shall be preserved and shall appear in the merged financial statements of Transferee Company in the same form in which they appeared in the financial statements of the Transferor Company and it shall be aggregated with the corresponding balance appearing in the financial statements of the Transferee Company, as on the Appointed Date.
11.4 The Transferee Company shall credit its share capital account in its books of account with the aggregate face value of the equity shares and RPS issued to the shareholders of Transferor Company.
11.5 To the extent that there are inter< ompany loans, deposits, obligations, balances or other outstanding including any interest thereon, as between the Transferor Company and the Transferee Company as the case may be, the obligations in respect thereof shall come to an
end and there shall be no liability in that behalf and corresponding effect shall be given In the books of account and records of the Transferee Company for the reduction of such
assets or liabilities as the case may be.
11.6 The excess / deficit of the value of the assets over the value of liabilities of the Transferor Company, pursuant to Amalgamation of the Transferor Company with and into the
Transferee Company, and as recorded in the books of account of the Transferee Company shall, after adjusting as above, be recorded as 'Capital Reserve' in the books of the Transferee Company.
11.7 Notwithstanding anything to the contrary contained herein above, the Board of Directors of the Transferee Company, in consultation with its statutory auditors to account for any of
these balances in any manner whatsoever, as may be deemed fit, in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountant of India and generally accepted accounting principles.

12. COMBINATION OF AUTHORISED SHARE CAPITAL OF TRANSFEROR COMPANY AND THE

TRANSFEREE COMPANY, RECLASSIFICATION AND FURTHER INCREASE OF AUTHORISED SHARE CAPITAL OF THE TRANSFEREEMMMNY PURSUANT TO THE MERGER

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12.1 Upon the Scheme becoming effective, the current Authorised Share Capital of the Transferor Company shall get merged, and appropriately be reclassified with that of the Transferee Company, without any further act or deed and, without any payment of additional fees, stamp duty and other duties as the said fees have already been paid by the Transferor Company and the Authorised Share Capital of the Transferee Company will be increased to that effect without any compliances in respect of the notices, meetings etc. but only by filing requisite Statutory Forms with the Registrar of Companies.
12.2 Upon the Scheme becoming effective, the authorised share capital of the Transferee Company shall stand further increased as an integral part of the scheme, upon payment of requisite ROC fees and stamp duty. The Transferee Company shall take necessary steps to give effect to increased authorised share capital and to enable it to issue equity shares and RPS required to be issued and allotted by it in terms of this Scheme.
12.3 Thus, on the Scheme becoming effective the capital clause of the Transferee Company will read as follows:
'The Authorised Share Capital of the Company is Rs. 51,01,00,000/- (Rupees Fifty One Crore One Lakh only) comprising of8,01,70,400 Equity Shares of Rs. S/- (Rupees Five Only) each, 4,00,000 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of
INR 100 (Rupees Hundred Only) each, 6,92,480 5% Non-Cumulative Redeemable Preference Shares of INR 100 (Rupees Hundred Only) each"
12.4 It is clarified that approval of this Scheme by the members of the Transferee Company under Sections 230 to 232 of the Act shall be deemed be sufficient for the alternation of the Memorandum and Articles of Association of the Transferee Company under Sections 13,14, 61 and 64 of the Companies Act, 2013 and other applicable provisions of the Act and any other consents and approvals required in this regard.

13. CONOUa OF BUSINESS

13.1 Transferor Company as Trustees

With effect from the Appointed Date and up to and including Effective Date, the Transferor

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Company shall carry on and shall be deemed to have carried on all their business and
activities as hitherto and shall hoi ssessed of and shall b have
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held and stood possessed on account of and for the benefit of and in trust for, the Transferee Company, as the Transferee Company is taking over the business as a going concern. The Transferor Company shall preserve and carry on their business and activities with reasonable diligence and business prudence and shall neither undertake any additional financial commitments of any nature whatsoever, borrow any amounts nor incur any other liabilities or expenditure, issue any additional guarantees, indemnities, letters of comfort or commitments either for themselves or on behalf of any third parties, sell, transfer, alienate, chaise, mortgage or encumber or deal with the assets of the Transferor Company or any part thereof save and except in the ordinary course of business as carried on by them as on the date of filing of this Scheme with the NCLT or if the written consent of the Transferee Company has been obtained.

13.2 Profit or Losses up to Effective Date

With effect from the Appointed Date and up to and including the Effective Date, all profits or incomes accruing or arising to the Transferor Company or all expenditure or losses incurred or arising, as the case may be, by the Transferor Company shall, for all purposes, be treated and deemed to be and accrue as the profits or incomes or expenditures or losses, as the case may be, of the Transferee Company.

13.3 Taxes

a. All taxes paid or payable by the Transferor Company in respect of the operations and / or profits of the business before the Appointed Date and from the Appointed Date till the Effective Date, shall be on account of the Transferor Company and in so far as it relates to the tax payment by the Transferor Company in respect of the profits or activities or operation of the business after the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company and shall In all proceedings be dealt with accordingly.

b. Any refund under Income Tax Act, 1961 or other applicable laws or regulations dealing with taxes allocable or related to the business of the Transferor Company and due to the Transferor Company consequent to the assessment made on the Transferor Company and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall also belong to and be received by

the Transferee Company.

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c. All tax benefits of any nature, duties, cesses or any other like payments or deductions available to the Transferor Company under Income Tax, Goods and Services Tax, Service Tax etc. or any Tax Deduction/Collection at Source, MAT Credit, tax credits, GST input tax credits, benefits of CENVAT credits, benefits of input credits, and in respect of set-off, carry forward of tax losses, and unabsorbed depreciation shall be deemed to have been on account of or paid by the Transferee Company and the relevant authorities shall be bound to transfer to the account of and give credit for the same to the Transferee Company upon the passing of the order on this Scheme by the NCLT upon relevant proof and documents being provided to the said authorities.

13.4 The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to
the Central Government and all other agencies, departments and authorities concerned as are necessary under any law for such consents, approvals and sanctions which the Transferee Company may require to carry on the business of the Transferor Company.
13.5 Upon the Scheme becoming effective, the Main objects as well as relevant incidental objects of the Memorandum of Association of Transferor Company shall form part of
Memorandum of Association of Transferee Company.

14. ENFORCEMENT OF CONTRAaS, DEEDS, BONDS & OTHER INSTRUMENTS;

14.1. Subject to other provisions contained in this Scheme, all contracts, deeds, bonds, agreements and other instruments of whatever nature to which the Transferor Company are a party, subsisting or having effect immediately before the Amalgamation, shall remain in full force and effect against or, as the case may be, in favour of the Transferee Company and may be enforced as fully and effectively as if instead of the Transferor Company, the Transferee Company was a party thereto. Without prejudice to the other provisions of this
Scheme and notwithstanding the fact that vesting occurs by virtue of this Scheme itself, the

Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required under any law or otherwise, take such actions and execute such deeds, confirmations or other writings or arrangements to which

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the Transferor Company are a pai writings as may be necessary i ive
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formal effect to the provisions of this Scheme. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authoriz ed to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formaiities or compliances referred to above on the part of the Transferor Company to be carried out or performed

14.2. For the avoidance of doubt and without prejudice to the generality of the foregoing, it Is clarified that upon the coming into effect of this Scheme, all consents, permissions. licenses, certificates, clearances, authorities, powers of attorney given by, issued to or executed in favour of the Transferor Company shall stand transferred to the Transferee Company and the Transferee Company shall be bound by the terms thereof, the obligations and duties there under, and the rights and benefits under the same shall be available to the Transferee Company. The Transferee Company shall receive relevant approvals from the Government Authorities concerned as may be necessary in this behalf

15. MATTERS RELATING TO SHARE CERTIFICATES:

The Share Certificates held by the shareholders of the Transferor Company shall automatically stand cancelled without any necessity of them being surrendered to the Transferee Company.

16. DISSOLUTION OF THE TRANSFEROR COMPANY:

Upon the Scheme being sanctioned by an Order made by the NCLT under Sections 230 to

232 of the Act, the Transferor Company shall stand dissolved without winding up on the Effective Date.

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PART D - GENERAL TERMS AND CONDITIONS

17. APPLICATION TO NCLT

17.1 Necessary applications and/ or petitions by the Transferor Company and the Transferee Company shall be made for the sanction of this Scheme to the NCLT, for sanctioning of this Scheme under the provisions of law and obtain all approvals as may be required under the law.

17.2 It is prayed to the NCLT to sanction this Scheme, with or without modification.

18. MODIFICATION OR AMENDMENTS TO THE SCHEME

18.1 Subject to approval of NCLT, the respective Boards or the respective authoriz ed representative appointed by the Boards of the Transferor Company and the Transferee Company, may assent to any modifications, alterations or amendments of this Scheme or any conditions which the NCLT and / or any other competent authority may deem fit to
direct or impose and the said respective Boards and after dissolution of the Transferor Company (without winding up), the Board of the Transferee Company may do all such acts,
things and deeds necessary In connection with or to carry out the Scheme into effect and
take such steps as may be necessary, desirable or proper to resolve any doubts, difficulties
or questions whether by reason of any order of the NCLT or any directions or order of any other authorities or otherwise howsoever arising out of, under or by virtue of this Scheme and / or matters concerned or connected therewith.

18.2 In the event of any of the conditions that may be imposed by the NCLT or other authorities which the Transferor Company and/or the Transferee Company may find unacceptable for any reason, in whole or in part, then Transferor Company and/or the Transferee Company are at liberty to withdraw the Scheme. In such a case. Transferor Company and/or the Transferee Company shall respectively bear their own cost or as may be mutually agreed. It is hereby clarified that notwithstanding anything to the contrary contained in this Scheme, the Transferor Company and/or the Transferee Company shall not be entitled to withdraw the Scheme unilaterally without the prior written consent of the other.

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19. DECLARATION OF DIVIDEND, BONUS ETC.

19.1 The Transferor Company and the Transferee Company shall be entitled to declare and pay dividends, whether interim or final, to their respective shareholders in respect of the accounting period prior to the Effective Date but only in the ordinary course of business.

pay

Any declaration or payment of dividend otherwise than as aforesaid, by the Transferor Company and/or by the Transferee Company shall be subject to the prior approval of the Board of Directors of respective companies and in accordance with applicable laws. It Is clarified that prior approval of any of the Board of the Directors shall not be required for payment of any dividend already announced or declared but yet to be paid, by either of the Transferor Company and / or the Transferee Company to its shareholders.

19.2 It is clarified that the aforesaid provisions In respect of declaration of dividends, whether interim or final, are enabling provisions only and shall not be deemed to confer any right

any member of the Transferor Company and / or the Transferee Company to demand or claim any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the respective Boards of Directors of the Transferor Company and / or the Transferee Company and subject, wherever necessary, to the approvai of the sharehoiders of the Transferor Company and / or the Transferee Company, respectiveiy.

20. SCHEME CONDITIONAL ON APPROVALS/ SANCTIONS

Tlie Scheme is conditionai upon and subject to;

20.1 Receipt of approval of the Scheme by the Stock Exchange and Securities and Exchange Board of India, pursuant to the Listing Regulations and the SEBI Circuiar, wherever appiicable.

20.2 The approval by the requisite majorities of the respective members and/or creditors (where applicable) of the Transferor Company and/or the Transferee Company, if directed by the NCLT or any other competent authority, as may be appiicable.

20.3 The scheme Is conditional upon approvai by the public shareholders of the Transferee Company through e-voting in terms of Part - I (A)(10)(a) of SEBI Master circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20’ " June, 2023, and the Scheme shall be acted upon only If vote cast by the public shar of the Transferee Company^ 'or of

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the proposal are more than the number of votes Transferee Company against it.

cast by the public shareholders of the

20.4 The sanction of the Scheme by the NCLT under Sections

230 to 232 and other applicable

provisions, if any, of the Act.

20.5 The requisite order(s) of the NCLT being obtained for sanctioning the Scheme under Section 230 read with Section 232 of the Act being filed with the concerned Registrar of Companies.

20.6 The provisions contained in this Scheme are inextricably inter-linked with the other provisions and the Scheme constitutes an integral whole. The Scheme would be given effect to only if it is approved in its entirety unless specifically agreed otherwise by the Transferor Company and the Transferee Company and by their respective Board of Directors or any Committee constituted by them

21. OPERATIVE DATE OF THE SCHEME

The Scheme, although operative from the Appointed

Date, as the case may be, shall

become effective from the Effective Date.

22. BINDING EFFEa

Upon the Scheme becoming effective, the same shall be binding on the Transferor Company and/or the Transferee Company and all concerned parties without any further act, deed, matter or thing.

23. EFFECT OF NON-RECEIPT OF APPROVALS

23.1 In the event any of the said approvals or sanctions referred to in Clause 21 above not being

obtained or conditions enumerated in the Scheme not being complied with, or for any other reason, the Scheme cannot be implemented, the Boards of Directors or committee empowered thereof of the Transferor Company and/or the Transferee Company shall by mutual agreement waive such conditions as they consider appropriate to give effect, as far as possible, to this Scheme and failing such mutual agreement, the Scheme shall become null and void and shall stand revoked, cancelled and be of no effect and each party shall

bear and pay their respective costs, charges jae; lenses in connection wlthth^ tae. 2 THAf4£ %, s( r 3 ft9,

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23.2 Further, in case of non-receipt of approvals to the Scheme, no rights and liabilities whatsoever shall accrue or to be incurred inter-se by the Transferor Company or the Transferee Company or their respective shareholders or creditors or employees or any other person.

24. GIVING EFFECT TO THE SCHEME

24.1 For the purpose of giving effect to the Scheme, the Board of Directors of the Transferor Company and/or the Transferee Company or any Committee thereof, is authoriz ed to give such directions as may be necessary or desirable and to settle as they may deem fit, any question, doubt or difficulty that may arise in connection with or in the working of the Scheme and to do all such acts, deeds and things necessary for carrying into effect the Scheme.

25. EFFECT OF SCHEME NOT GOING THROUGH

In the event of this Scheme failing to take finally effect for whatsoever reasons, this Scheme shall become null and void and in that case no rights and liabilities whatsoever shall accrue to or be incurred inter se between the parties or their respective Shareholders or Creditors or employees or any other person.

26. COSTS

All costs, charges, taxes including duties, levies, stamp duty, and ail other expenses, if any (save as expressly otherwise agreed) in relation to the Scheme shall be borne by the Transferee Company or the Transferor Company, as may be mutually decided by the Boards of the Transferor Company and Transferee Company.

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ANNEX UREt

TERMS AND CONDfTIONS OF THE REDEEMABLE PREFERENCE SHARES (RPS)

Type of Shares: 6% Non-Cumulative, Non-Convertible Redeemable Preference Shares

Face Value: Rs. 100 each

I. Hitco Investments Pvt Ltd:

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Folio Name of Shareholder No. of Date of Date of passing
No. Shares held Allotment shareholders'
resolution
Hitco Investments Pvt.
25 1,00,000 23/11/2016
Ltd. 04/11/2016
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Terms of Redeemable Instruments

(a) Issue price: The Preference shares pursuant to Clause 10.2 at Face value of Rs. 100
(Rupees Hundred) per share,
(b) Rate of Dividend: Dividend rate will be 8% p.a. (on the face value) which will remain fixed
over the tenure of the preference shares.
(c) Non-cumuiative: The Preference shares will carry Non-Cumulative dividend right.
(d) Tenure: The tenure of Preference shares will be 15 years from the date of allotment.
(e) Priority with respect to payment of dividend shares will carry a prefer, r e ntial right vis-i-vis equity payment of capital: The preferenceor shares of the Company with respect
to the payment of dividend and repayment of capital during winding up.
(f) Conversion: The Preference shares will be issued on Non-Convertible basis.
(g) Participation in surplus funds: The preference shares shall be non-participating in the surplus assets and profits, on winding up which may remain after the entire capital has
been repaid.
(h) Voting rights: The preference shares shall carry voting rights as may be prescribed under
the provisions of Section 47(2) of the Companies Act, 2013.
(i) Early Redemption: The issuer will have an option to redeem the preference shares
time at any
U) Taxation: All payments in respect of redemption of Preference Share shal deducting or withholding taxes or be applicable c>
I, k YB

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II. Mr. Kabir Bhoi^ ilat-
Name of
FolioNo. Shareholder No. of Sharesheld AllotmentDate of shareholders'Date of passing
resolution
Mr. Kabir
26 Bhogilal 1,70,000 28/03/2017 13/03/2017
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Terms of Redeemable Instruments

(a) Issue price: The Preference shares pursuant to Clause 10.2 at Face value of Rs. 100
(Rupees Hundred) per share,
(b) Rate of Dividend: Dividend rate will be 8% p.a. over the tenure of the preference shares, (on the face value) which will remain fixed
(c) Non-cumulative: The Preference shares will be Non-Cumulative and dividend
declared for any year will not be accumulated, not
(d) Tenure: The tenure of Preference shares will be 15 years from the date of allotment,
(e) Priority with respect to payment of dividend or repayment of capital: The preference
shares will carry a preferential right vis-a-vis equity shares of the Company with respect
to the payment of dividend and repayment of capital during winding up. ^
(f) Conversion: The Preference shares will be issued on Non-Convertible basis,
(g) Participation in surplus funds: The preference shares shall be non-participating in the
surplus funds.
'" ‘ “ '’ '7 “ The preference shares shall be non-
'Sl'h^ arhVenTrpar" ™
0) Early Redemption; The issuer Company will have an option to redeem the preference
shares at any time. ^ c'eieiice
redemption of Preference Share shall be made after
deducting or withholding taxes or duties as may be applicable.

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Annexure 9A

CA Harsh Chandrakant Ruparelia

Registered Valuer Securities or Financial Assets

(IBBI Registration No. IBBI/RV/05/2019/11106 and Membership No. ICMAI RVO/S&FA/00054)

STRICTLY PRIVATE & CONFIDENTIAL 11[th] March 2024

To,

The Audit Committee and the Board of Directors, Batliboi Limited

Bharat House, 5[th] Floor, 104 B S Marg, Fort, Mumbai 400 001.

AND

The Board of Directors,

Batliboi Environmental Engineering Limited

Spartan House, 1[st] Floor, Plot No. B-29,

Road No. S-18, Wagle Estate, Thane West, Thane 400 604.

Sub: Report on recommendation of Fair Share Exchange Ratio for the proposed amalgamation of Batliboi Environmental Engineering Limited with and into Batliboi Limited

Dear Sirs,

I refer to my engagement letter dated 1[st] March 2024, whereby CA Harsh Chandrakant Ruparelia, Registered Valuer Securities or Financial Assets (hereinafter referred to as I has been appointed by the management of Batliboi Environmental Engineering Limited [CIN:U74210MH1959PLC011435] (hereinafter referred to as BEEL o the Transferor Company and Batliboi Limited [CIN: L52320MH1941PLC003494] Batliboi ee ) to issue a report containing recommendation of Fair Share Exchange Ratio for the proposed amalgamation of BEEL with and into Batliboi under the Proposed Scheme (defined hereinafter).

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____ Phone No: Cell No: e-mail:	_____________ +91 22 40144464 B/702, Jyoti Tower, +91 90043 57775 Kandivali Jyoti Park CHS Ltd, [email protected]. Anand Ashram, [email protected] S.V. Road, Kandivali (West), Mumbai 400 067.

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Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

The Fair Equity Share Exchange ratio for this report refers to the number of Equity Shares of Batliboi, which would be issued to the equity shareholders of BEEL pursuant to the Proposed Amalgamation.

The Fair Preference Share Exchange ratio for this report refers to number of 8%, NonCumulative Non-Convertible Redeemable Preference Shares ( ) of Batliboi, which would be issued to the RPS holders of BEEL pursuant to the Proposed Amalgamation.

BEEL and Batliboi are hereinafter , as the case maybe in terms of the Scheme and the context stated therein.

I am a Registered Valuer as notified under section 247 of the Companies Act, 2013. I hereby further state that I have carried out the valuation exercise in my capacity as an Independent Valuer. I further state that I am not related to the Companies or their promoters or their directors or their relatives. I have been associated with the Companies in my independent professional capacity. I have no interest or conflict of interest with respect to the valuation exercise under consideration.

In the following paragraphs, I have summarized my understanding of the key facts; key information relied upon, basis of recommendation and exclusions to my scope of work.

The report is structured as under:

Purpose of this Report
Background
Sources of Information
Valuation Approach
Share Exchange Ratio
Exclusions and Disclaimers

1. PURPOSE OF THIS REPORT

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1.1 I understand that the management of the Companies are contemplating a Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules & regulations framed thereunder for the proposed amalgamation of BEEL with and into Batliboi in accordance with Section 2(1B) of the Income-tax Act, 1961 ( the Proposed Scheme ). The merger is proposed to take effect from the appointed date as provided in the Scheme.

1.2 In this regard, CA Harsh Chandrakant Ruparelia, Registered Valuer Securities or Financial Assets has been appointed by the Companies for recommendation

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Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

of Fair Share Exchange Ratio for the proposed amalgamation of the Companies. The recommendation of Fair Share Exchange Ratio for the Scheme has been carried out as on 31[st] December 2023, being the Valuation Date and for the purpose of this report, as confirmed by the management of the Company the Relevant Date is 11[th] March 2024. The valuation exercise is undertaken in accordance with the Indian Valuation Standards issued by the Institute of Chartered Accountants of India (ICAI), wherever applicable as per procedures laid down therein.

2. BACKGROUND

2.1 BATLIBOI ENVIRONMENTAL ENGINEERING LIMITED

2.1.1 BEEL was incorporated on 25[th] August 1959 under the provisions of the erstwhile Companies Act, 1956. The registered office of BEEL is currently situated at Spartan House, 1[st] Floor, Plot No. B-29, Road No. S-18, Wagle Estate, Thane West, Thane 400 604 in the State of Maharashtra.
2.1.2 The Authorised, Issued, Subscribed and Paid-up Share Capital of BEEL as on the date of this report is as under:

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Particulars Amount in INR
Authorised Share Capital
1,70,00,000 Equity Shares of INR 10/- each 17,00,00,000
4,00,000, 8% Non-Cumulative, Non-Convertible 4,00,00,000
Redeemable Preference Shares of INR 100 /-each
Total 21,00,00,000
-
Issued, Subscribed and Paid up Share Capital
1,60,00,000 Equity Shares of INR 10/- each, fully paid-up 16,00,00,000
2,70,000, 8% Non-Cumulative, Non-Convertible 2,70,00,000
Redeemable Preference Shares of INR 100 /-each, fully
paid-up
Total 18,70,00,000
The equity shareholding pattern of BEEL as on the date of this report is as
under:
Sr. Name of the Shareholder No. of (%)
No. shares held Holding
1 Kabir Bhogilal j/w Farah Bhogilal 46,75,000 29.22%
2 Batliboi International Limited 30,00,000 18.75%
3 M/s. Pranir Trustees Pvt. Ltd 21,25,000 13.28%
4 Mr. Nirmal Bhogilal 19,99,348 12.50%
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2.1.3 The equity shareholding pattern of BEEL as on the date of this report is as under:

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Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

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5 Batliboi Limited 19,08,930 11.93%
6 Mrs. Sheela Bhogilal j/w Mr. Nirmal Bhogilal 10,00,010 6.25%
7 Kabir Bhogilal j/w Nirmal Bhogilal 7,00,000 4.38%
8 Mr. Nirmal Bhogilal j/w Mrs. Sheela Bhogilal 5,75,702 3.60%
9 Hitco Investments Pvt. Ltd 16,000 0.10%
10 Mr. P.K. Nair 10 0.00%
Total 1,60,00,000 100.00%
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2.1.4 The preference shareholding pattern of BEEL as on the date of this report is as under:

The preference shareholding pattern of BEEL as on the date of this report is as under:	The preference shareholding pattern of BEEL as on the date of this report is as under:	The preference shareholding pattern of BEEL as on the date of this report is as under:
Sr. No. Name of the Shareholder No. of shares held (%) Holding
1 Kabir Bhogilal 1,70,000 62.96%
2 Hitco Investments Pvt. Ltd. 1,00,000 37.04%
Total	2,70,000	100.00%

2.1.5 BEEL is primarily engaged in the business of design, selection, engineering, fabrication, supply, installation and commissioning of air pollution control equipment and systems for a variety of industrial and municipal applications.

2.2 BATLIBOI LIMITED

2.2.1 Batliboi was incorporated on 6[th] December 1941 under the provisions of the erstwhile Companies Act, 1913. The registered office of Batliboi is currently situated at Bharat House, 5[th] Floor, 104 B S Marg, Fort, Mumbai 400 001 in the State of Maharashtra.
2.2.2 The Authorised, Issued, Subscribed and Paid-up Share Capital of Batliboi as on the date of this report is as under:

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Particulars Amount in INR
Authorised Share Capital
4,61,70,400 Equity Shares of INR 5/- each 23,08,52,000
6,92,480 Preference Shares of INR 100/- each 6,92,48,000
Total 30,01,00,000
-
Issued, Subscribed and Paid up Share Capital
14,52,29,420
2,90,45,884 Equity Shares of INR 5/- each, fully paid-up
6,92,48,000
6,92,480 Preference Shares of INR 100/- each fully paid up
Total 21,44,77,420
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360

Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

2.2.3 The summarized equity shareholding pattern of Batliboi as on 31[st] December
2023 is as under:

The summarized equity shareholding pattern of Batliboi as on 31stDecembe 2023 is as under:	The summarized equity shareholding pattern of Batliboi as on 31stDecembe 2023 is as under:	The summarized equity shareholding pattern of Batliboi as on 31stDecembe 2023 is as under:
Sr. No. Name of the Shareholder No. of shares held (%) Holding
1 Promoter and Promoter Group 2,15,10,567 74.06%
2 Public 75,35,317 25.94%
Total	2,90,45,884	100.00%

2.2.4 The entire preference share capital of Batliboi as on the date of this report is held by Mr. Nirmal Bhogilal.
2.2.5 Batliboi is primarily engaged in the business of Machine Tools, Air Engineering, Textile Machinery, Environmental Engineering, Wind Energy, Motors, International Marketing and Logistics. Batliboi's manufacturing facilities are located at Surat in India and Peterborough in Canada. The equity shares of Batliboi are listed on BSE

2.3 PROPOSED SCHEME

The Proposed Scheme would help in achieving benefits, as provided for in Rationale to the Draft Scheme.

3. SOURCES OF INFORMATION

For the purpose of the recommendation of the Share Exchange Ratio, I have relied upon the following information of the Companies:

(a) Consolidated Audited financial statements of the Companies for the year ended 31[st] March 2023;
(b) Consolidated Audited / Limited review financial statements of the Companies for the period 1[st] April 2023 to 31[st] December 2023;
(c) Consolidated Financial projections of the Companies comprising of Balance Sheet and Profit & Loss Statement and material assumptions for the period 1[st] January 2024 to 31[st] March 2024 and for the financial years 2024-25 to 2027-28;
(d) Shareholding pattern of the Companies as on the date of this report;
(e) Draft Scheme of Amalgamation;

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(f) Terms of 8%, Non-Convertible Non-Cumulative Redeemable Preference ) proposed to be issued as consideration to RPS holders of
BEEL for merger of BEEL into Batliboi;
(g) Other relevant details of the Companies such as their history, past and present activities, future plans and prospects, and other relevant information; and

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

(h) Such other information and explanations as required and which have been provided by the management of the Companies.

Besides the above information and documents, there may be other information provided by the Companies which may not have been perused by me in any detail, if not considered relevant for the defined scope. The Companies have been provided with the opportunity to review the draft report as part of the standard practice to make sure that factual inaccuracy & omissions are avoided in the final report.

I have been informed that Kunvarji Finstock Private Limited have been appointed by the Companies, to provide fairness opinion on the Share Exchange Ratio for the purpose of the aforementioned Scheme. Further, I have had discussions with fairness opinion providers appointed by Companies on the valuation approach.

4. VALUATION APPROACH

4.1. connotations depending upon the purpose for which it is intended to be used. The Valuation of equity shares of any Company would need to be based on a fair value concept. The purpose of fair value is to enable valuer to exercise his discretion and judgement in light of all circumstances, in order to arrive at a value, which is fair to all parties.
4.2. For the purpose of the valuation exercise, generally the following valuation approaches are adopted:
(a) Underlying A
(b) approach; and
(c) M
4.3.
(a) Underlying A equity share is determined by arriving at the Net Assets (Assets Less Liabilities) of the Company. The said approach is considered taking into account fair value of assets and liabilities, to the extent possible, the respective asset would fetch or liability is payable as on the Valuation Date. The following adjustments be made to arrive at the Fair Value per Share as per the

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The Fair Value of quoted shares/securities held by the Company, if any, be considered at Market Value of such shares/securities;
The Fair Value of unquoted shares/securities held by the Company, if any, in other entities be arrived at as per suitable approach to that entity to arrive at Fair Value of Investments held by the Company;

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362

Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

  - The Fair Value of Immovable properties, if any, held by the Company be considered at Market Value / Ready Reckoner Value as on the Valuation Date, made available by the management of the Company;

  - Adjustments may be made to book value of any other assets for their recoverability on conservative basis after taking into account the management representations and their estimate of the recoverability of the same;

  - Liabilities of the company be considered at their respective Book Values or their payable amounts as on the Valuation Date; and

  - Potential Contingent Liability, if any, be considered based on the discussions with the management and their reasonable estimate of the outflow on account of the same.

(b) Alternatively, the value may be determined considering the book value of the net assets (Assets Less Liabilities) of the Company and/or replacement cost basis, to the extent possible.
4.4. Under the Income approach, the equity shares of the company can be valued using Discounted Cash Flow (DCF) method FCFF approach or FCFE approach or such other approaches.

DCF Method FCFF Approach (for instance)

(i) Under the DCF method, the projected free cash flows from business operations after considering fund requirements for projected capital expenditure, incremental working capital and other adjustments are discounted at the Weight Average Cost of Capital (WACC). The sum of the discounted value of such free cash flows and discounted value of perpetuity is the value of the business.
(ii) Using the DCF method involves determining the following:
Estimating the future free cash flows:
Future Free cash flows are the cash flows expected to be generated free cash flows under the FCFF method are determined by adjusting the Profit after tax for Depreciation and other Non-Cash Items, Interest, Incremental working capital requirements and capital expenditure.
Time Frame of such cash flows:

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The time frame for free cash flows is determined by separating the value of the business in the explicit projection period and the post explicit projection period.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

Appropriate Discount rate (WACC):

Under DCF-FCFF Method, the time value of money is recognized by applying a discount rate viz. WACC to the future free cash flows to arrive at their present value as on the date of valuation. WACC is considered as the most appropriate discount rate in the DCF Method, since it reflects both the business and the financial risk of the company. In other words, WACC is generally the weighted average of growth companies, the cost of equity is determined by using Capital

Terminal or perpetuity value:

The Perpetuity value of an ongoing business is determined as present value of the estimated future free cash flows by capitalizing the free cash flows of the last year of the explicit projection period into perpetuity using appropriate rate of return and perpetual growth rate.

Valuation of Investment in other entities:

The investment of the Company in other entities, if any is to be valued as per the valuation methodologies suitable to that entity.

Value for Equity Shareholders:

The Value of Business so arrived considering the Net Present Value of the explicit period and Terminal value is adjusted for net cash & cash equivalents, investments and debt & debt like items, etc. as on the Valuation Date to arrive at the value for equity shareholders as on the Valuation Date.

4.5. (a)

The market price of an equity share is the barometer of the true value of the Company in case of listed companies. The market value of shares of the company quoted on a recognised stock exchange, where quotations are worth of the listed companies. The valuation is based on the principles that market valuations arising out of regular trading captures all the factors relevant to the Company with an underlying assumption that markets are perfect, where transactions are being undertaken between informed buyers and informed sellers on the floor of the recognised stock exchange.

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However, as the stock markets and stock prices are subject to volatility, and as the equity shares of the Company has been frequently traded as per the definition provided under Chapter V - Preferential Issue of the Securities and Exchange Board of India (Issue of Capital and Disclosure

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

Requirements) Regulations, 2018 and considering the proposed transaction, in my opinion, it is thought appropriate to arrive at the Market Price as per the Pricing Formula provided under Regulation 164(1) under Chapter V - Preferential Issue of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for frequently traded shares listed on a recognised stock exchange as on the relevant date.

traded turnover on any recognised stock exchange during the 240 trading days preceding the relevant date, is at least ten per cent of the total number of shares of such class of the shares of the issuer. The Regulations provide that the price of the equity shares to be allotted pursuant to the preferential issue shall be not less than the higher of the following:

i) the 90 trading days volume weighted average prices of the related equity shares quoted on a recognised stock exchange preceding the relevant date; or

the 10 trading days volume weighted average prices of the related equity shares quoted on a recognised stock exchange preceding the relevant date.

(b) Comparable Companies Multiple Method
- Under the CCM method, the value of the equity share of an unlisted company is determined based on publicly available information of the market valuations of the comparable companies on the basis of multiples derived from such market information. This method is applied on the premise that markets are perfect and have captured all the information and factors, which are reflected through their market valuations.
(c) Comparable Transaction Multiple Method
- Under the CTM Method, the value of the equity share of an unlisted company is determined considering the past transactions of similar companies as well as the market value of comparable companies that have an equivalent business model to the company being valued.
4.6. The value so arrived at under any of the approaches is divided by the outstanding number of equity shares to arrive at the value per equity share of the Company(ies).
4.7. Valuation Approach for equity shareholders of BEEL

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For valuation of the BEEL, the present valuation is undertaken on a going concern basis, i.e., proceeding on the basis that there is no intention of disposing off its material operating assets. Based on review of projected financial statements made available to me by BEEL, I am of the view that

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

arriving at fair relative value per equity share of BEEL, as the value of assets may not provide true reflection of the earning capacity of BEEL.

Since the Company is not listed on any stock exchange, the market price of the equity share of the Company is not available and the said method is not applicable for the Company. Further, based on the analysis and in my opinion, it may not be appropriate to consider CCM method for the current valuation exercise, since the present nature or size of operations, financial parameters, etc. of the Company may not be comparable with those of the benchmark companies. Also, under the CTM Method, the value of shares / business of a company is determined based on market multiples of publicly disclosed transactions in the similar space as that of the subject company. Due to different purposes of investments, transaction rationale and synergy benefits, different control premiums and minority discounts are embedded in the transaction values. Multiples are generally based on data from recent transactions in a comparable sector, but with appropriate adjustment after consideration has been given to the specific characteristics of the business being valued. The multiples of comparable transactions include premiums and discounts for which information is not available in the public domain. Due to lack of information on premium and discount of comparable transactions, I have not applied the said method for the purpose of current valuation exercise.

4.8. Valuation Approach for RPS holders of BEEL

Based on the information made available to me and review of draft terms of RPS proposed to be issued to existing RPS holders of BEEL, I understand that the proposed RPS of Batliboi shall have exactly same terms as that of existing RPS of BEEL. Hence, the same number of RPS of Batliboi with same terms attached thereof as BEEL shall be issued as consideration for amalgamation of BEEL with Batliboi under the proposed Scheme, which shall be referred to as

4.9. Valuation Approach for Batliboi

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For valuation of the Batliboi, the present valuation is undertaken on a going concern basis, i.e., proceeding on the basis that there is no intention of disposing off its material operating assets. Based on review of projected financial statements made available to me by Batliboi, I am of the view that arriving at fair relative value per equity share of Batliboi, as the value of assets may not provide true reflection of the earning capacity of Batliboi.

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366

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

As Batliboi is listed on BSE, it is thought fit to consider value per equity share in compliance with the Preferential Issue of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for frequently traded shares listed on a recognised stock exchange as on the relevant date.

Further, based on the analysis and in my opinion, it may not be appropriate to consider CCM method for the current valuation exercise, since the present nature or size of operations, financial parameters, etc. of the Company may not be comparable with those of the benchmark companies. Also, under the CTM Method, the value of shares / business of a company is determined based on market multiples of publicly disclosed transactions in the similar space as that of the subject company. Due to different purposes of investments, transaction rationale and synergy benefits, different control premiums and minority discounts are embedded in the transaction values. Multiples are generally based on data from recent transactions in a comparable sector, but with appropriate adjustment after consideration has been given to the specific characteristics of the business being valued. The multiples of comparable transactions include premiums and discounts for which information is not available in the public domain. Due to lack of information on premium and discount of comparable transactions, I have not applied the said method for the purpose of current valuation exercise.

4.10. It is universally recognized that the valuation is not an exact science and that estimating values necessarily involves selecting a method or approach that is suitable for the purpose. The application of any particular method of valuation depends upon various factors including nature of its business, overall objective of the transaction and the purpose of valuation.

5. SHARE EXCHANGE RATIO

5.1 It is recognized that valuation of any company or assets as a matter is inherently subjective and subject to various factors, which are difficult to predict and beyond control. Valuation exercise involves various assumptions with respect to the specific industry, general business and economic conditions, which are beyond the control of the Companies. The assumptions and analysis of market conditions, comparables, prospects of the Industry as a whole and the Company, which influences the valuation of companies are subject to change over a period of time and even differ between the valuers at the given point of time.

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367

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

5.2 In the ultimate analysis, recommendation will have to involve the exercise of judicious discretion and judgment taking into account all the relevant factors. There will always be several factors, e.g., present and prospective competition, yield on comparable securities and market sentiments, etc. which are not evident from the face of the balance sheets but which will strongly influence the worth of a share. This concept is also recognized in judicial decisions. For example, Viscount Simon Bd in Gold Coast Selection Trust Ltd. vs. Humphrey reported in 30 TC 209 (House of Lords) and quoted with approval by the Supreme Court of India in the case reported in 176 ITR 417 as under:
account not only the terms of the agreement but a number of other factors, such as prospective yield, marketability, the general outlook for the type of business of the company which has allotted the shares, the result of a contemporary prospectus offering similar shares for subscription, the capital position of the company, so forth. There may also be an element of value in the fact that the holding of the shares gives control of the company. If the asset is difficult to value, but is nonetheless of a money value, the best valuation possible must be made. Valuation is an art, not an exact science. Mathematical
5.3 In light of the above and on consideration of all the relevant factors and circumstances as discussed and outlined herein in this report (including exclusions and disclaimers, provided below), in my opinion, it is thought fit to -
consider value per equity share of BEEL DCF Method in the ultimate analysis, as the fair value per equity share of BEEL for the purpose of recommendation of Fair Equity Share Exchange Ratio, which works out to INR 123.88 (Rupees One Hundred Twenty-Three and paise Eighty-Eight only) per equity share.
5.4 In the light of the above and on consideration of all the relevant factors and circumstances as discussed and outlined herein in this report (including exclusions and disclaimers, provided below), in my opinion and considering relevant SEBI ICDR Regulations, it is thought fit to consider value per equity share of Batliboi Limited than the value per share arrived at under the DCF method and Underlying Asset approach (refer table below) , in the ultimate analysis, be considered as the fair value per equity share of Batliboi Limited, which works out to INR 138.86/- (Rupees One Hundred Thirty-Eight and paise Eighty-Six only) per equity share.
5.5 The fair basis of Share Exchange Ratio for the amalgamation under the Scheme would have to be determined after taking into consideration all the factors and approach mentioned hereinabove. It is however important to note that

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in doing so, I am not attempting to arrive at the absolute value per share of the Company(ies). The exercise is to work out relative value of the Transferor Company and the Transferee Company to facilitate the determination of a share exchange ratio solely for the purpose of the proposed amalgamation.

5.6 Upon coming into effect of the Scheme, all such investments held by the Transferee Company into the Transferor Company shall stand cancelled. Consequently, no consideration shall be issued to the Transferee Company in relation to the amalgamation by virtue of the Transferee Company being a shareholder and as the Transferee Company cannot issue its own shares to itself.
5.7 In light of the above and on consideration of all the relevant factors and circumstances as discussed and outlined hereinabove earlier in this report (including exclusions and disclaimers, provided below), in my opinion, I recommend that the Fair Equity Share Exchange Ratio for the proposed amalgamation of BEEL with Batliboi as given under, would be fair and reasonable:

Equity Shares having face value of INR 5/- each of Batliboi

to be issued to the equity shareholders of BEEL (other than Batliboi) for every 10 (Ten) Equity Shares having face value of INR 10/- each held in BEEL

5.8 In light of the above and on consideration of all the relevant factors and circumstances as discussed and outlined hereinabove earlier in this report (including exclusions and disclaimer, given below), in my opinion, I recommend that the Fair Preference Share Exchange Ratio for the proposed amalgamation of BEEL with Batliboi as given under, would be fair and reasonable: 1 (One) 8%, Non-Cumulative, Non-Convertible Redeemable
Preference Shares having face value of INR 100/- each of Batliboi to be issued to the RPS holders of BEEL for every 1 (One) 8%, NonCumulative, Non-Convertible Redeemable Preference Shares having face value of INR 100/-

The Share Swap / Exchange Ratio as provided hereinabove with respect to amalgamations has been rounded off to nearest integer, wherever relevant.

5.9 Accordingly, valuation approaches as indicated in the format as prescribed under Part I - Para (A)(4) of Annexure II of SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June 2023, for the purpose of the current exercise, I have provided following weights to the valuation
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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

methodologies and other various factors relevant to the valuation exercise for

recommendation of Share Exchange Ratio:

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Valuation Approach Batliboi (A) BEEL (B)
Value per Value per
Weight Weight
Share (INR) Share (INR)
60.28 0%# 6.69 0%#
Asset Approach
Refer Exhibit A Refer Exhibit D
138.86 100%^ NA NA^
Market Approach
Refer Exhibit B
Income Approach 101.50 0% 123.88 100%
Refer Exhibit E
(DCF Method) Refer Exhibit C
Relative Value per Share 138.86 123.88
Fair Share Exchange Ratio 9:10
(B:A) (rounded-off)
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NA stands for Not Adopted / Not Appliable

# The valuation exercise is undertaken on a going concern basis and the value of assets may not provide true reflection of the earning capacity of the Company.

^ Market Price method has been considered for Batliboi only as BEEL is not listed on any recognized stock exchange. Further, based on the analysis and in my opinion, it may not be appropriate to consider CCM method for the current valuation exercise, since the present nature or size of operations, financial parameters, etc. of the Companies may not be comparable with those of the benchmark companies. Also, under the CTM Method, the value of shares / business of a company is determined based on market multiples of publicly disclosed transactions in the similar space as that of the subject company. Due to different purposes of investments, transaction rationale and synergy benefits, different control premiums and minority discounts are embedded in the transaction values. Multiples are generally based on data from recent transactions in a comparable sector, but with appropriate adjustment after consideration has been given to the specific characteristics of the business being valued. The multiples of comparable transactions include premiums and discounts for which information is not available in the public domain. Due to lack of information on premium and discount of comparable transactions, I have not applied the said method for the purpose of current valuation exercise.

6. EXCLUSIONS AND DISCLAIMERS

6.1 The report is subject to the exclusions and disclaimers detailed hereinafter. As such, the report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to herein.

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No investigation of the title of assets of the Companies has been made for the purpose of my recommendation and their claim to such rights has been assumed to be valid as represented by the management of the Companies. Therefore, no responsibility is assumed for matters of a legal nature.

6.2

6.3 The recommendation is based on the estimates of future financial performance as projected by the management of Batliboi and BEEL, which represents their

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370

Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

view of reasonable expectation at the point of time when they were prepared, after giving due considerations to the commercial and financial aspects of the respective Company and the industry in which the it operates. But such information and estimates are not offered as assurances that the particular level of income or profit will be achieved or events will occur as predicted. Actual results achieved during the period covered by the projected financial statements may vary from those contained in the statement and the variation may be material. The fact that I have considered the projections in this valuation exercise should not be construed or taken as I being associated with or a party to such projections.

6.4 The work does not constitute certification of the historical financial statements including the working results of the Companies referred to in this report. Accordingly, I am unable to and do not express an opinion on the fairness or accuracy of any financial information referred to in this report. Valuation analysis and results are specific to the purpose of valuation and the valuation date mentioned in the report is as per agreed terms of the engagement. It may not be valid or used for any other purpose or as at any other date. Also, it may not be valid if done on behalf of any other entity.
6.5 This report is issued on the understanding that the Companies have drawn my attention to all material information, which they are aware of concerning the financial position of the Companies and any other matter, which may have an impact on my opinion, on the fair value of the shares of the Companies, including any significant changes that have taken place or are likely to take place in the financial position, subsequent to the report date. I have no responsibility to update this report for events and circumstances occurring after the date of this report.
6.6 The valuation analysis was completed as on the date of this report, a date subsequent to the Valuation Date and accordingly I have taken into account such valuation parameters and over such period, as I considered appropriate and relevant, up to a date close to such completion date.
6.7 This Report does not look into the business / commercial reasons behind the proposed transaction or address any potential synergies to the Companies and other parties connected thereto.
6.8 In the course of issuing this report, I was provided with both written and verbal information. I have evaluated the information provided to me by the management of the Companies through broad inquiry, analysis and review. I assume no responsibility for any errors in the above information furnished by the management of the Companies and consequential impact on the recommendation of the Share Exchange Ratio. I do not express any opinion or

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371

Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

offer any assurance regarding accuracy or completeness of any information made available to me.

6.9 The report is not, nor should it be construed as me opining or certifying any compliance with the provisions of any law, whether in India or any other country including companies, taxation and capital market related laws or as regards any legal implications or issues arising from any transaction proposed to be contemplated based on this Report.

6.10 The information contained herein and the report is confidential. Any person/party intending to provide finance/invest in the shares/securities/businesses of the Companies, shall do so, after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision. It is to be noted that any reproduction, copying or otherwise quoting of this report or any part thereof, can be done only with prior permission in writing. However, no such permission would be required in matters relating to giving effect of the Scheme once the same is approved by the NCLT like quoting it in official communication, in notes to the financial statements etc.

6.11 This report is prepared exclusively for the Board of Directors of the Transferor Company and the Transferee Company for the purpose of recommending the fair share exchange ratio for the proposed amalgamation and for submission to the regulatory authorities, court, tribunal and such other authorities, regulators, if required under the applicable provisions of the governing law in relation to the aforesaid Scheme of Amalgamation. Further, the fees for this engagement is not contingent upon the recommendation considering the facts and purpose of recommendation.

6.12 The decision to carry out the transaction (including consideration thereof) lies entirely with the management / Board of Directors of the Companies and the work and the finding shall not constitute recommendation as to whether or not the management / the Board of Directors of the Companies should carry out the transaction.

6.13 By its very nature, my work cannot be regarded as an exact science, the conclusions arrived at in many cases will of necessity be subjective and dependent on the exercise of individual judgement. Given the same set of facts and using the same assumptions / approach, opinions may differ due to application of the facts and assumptions / approach, formulas used and numerous other factors. There is, therefore, no indisputable single or standard methodology / approach for arriving at my recommendation. Although the conclusions are in my opinion reasonable, it is quite possible that others may not agree.

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372

Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

6.14 CA Harsh Chandrakant Ruparelia, nor its employees or agents or any of them, makes any representation or warranty, express or implied, as to the accuracy, reasonableness or completeness of the information, based on which the report is issued. All such parties expressly disclaim any and all liability for, or based on or relating to any such information contained in the report. I am not liable to any third party in relation to issue of this report. In no event, I shall be liable for any loss, damage, cost or expense arising in any way from any acts carried out by the Companies referred herein or any person connected thereto.

If you require any clarifications on the above, I would be happy to clarify the same. I am thankful to your team for kind co-operation and support during this assignment.

Thanking you, Yours faithfully,

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CA HARSH CHANDRAKANT RUPARELIA

REGISTERED VALUER Securities or Financial Assets IBBI Registration No. IBBI/RV/05/2019/11106 Membership No. ICMAI RVO/S&FA/00054 ICAI Membership No. 160171 Date: 11[th] March 2024 Place: Mumbai UDIN: 24160171BKDZOQ7203

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373

Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

Exhibit A - Batliboi

Book Value Method

As on 31[st] December 2023

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Source: Consolidated Financial Results of Batliboi for

the period ended 31[st] December 2023

Note: For the purpose of the above computation, we have adjusted the book value for cash of INR 6,485 lakhs and 57,14,000 number of equity shares for the proposed preferential issue of shares approved by the Board of Directors of the Company on 29[th] February 2024, as informed by the management of the Company.

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Page 18 of 23

374

Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

Exhibit B - Batliboi Market Price Method

Calculation of value per share as per the formula prescribed under the SEBI (ICDR) Regulations, 2018, as amended from time to time

The equity shares of the Company are frequently traded on BSE as per the definition of Frequently Traded Shares as per SEBI (ICDR) Regulations

11[th] March 2024

A. equity shares of the Company preceding the Relevant Date (Source: BSE)

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Source: https://www.bseindia.com

Minor differences may occur on account of rounding-off of nos.

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Page 19 of 23

375

Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

B. 10 trading days Volume Weighted Average Price of the equity shares of the Company preceding the Relevant Date (Source: BSE)

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Source: https://www.bseindia.com

Minor differences may occur on account of rounding-off of nos.

Conclusion:

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

Sr. Amount
Particulars
No. (INR per share)
90 trading days Volume Weighted Average Price of the
A equity shares preceding the Relevant Date (In INR per 107.43
share)
10 trading days Volume Weighted Average Price of the
B equity shares preceding the Relevant Date (In INR per 138.86
share)
Applicable Minimum Price (Higher of A or B) 138.86
----- End of picture text -----

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376

Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

Exhibit C - Batliboi

Income DCF Method As on 31[st] December 2023

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Minor differences may occur on account of rounding-off of nos.

Note: For the purpose of the above computation, we have adjusted the cash of INR 6,485 lakhs and 57,14,000 number of equity shares for the proposed preferential issue of shares approved by the Board of Directors of the Company on 29[th] February 2024, as informed by the management of the Company.

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Page 21 of 23

377

Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

Exhibit D - BEEL

Book Value Method

As on 31[st] December 2023

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Source: Audited Financial Statements of BEEL for

the period ended 31[st] December 2023

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378

Batliboi Ltd.

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CA Harsh C. Ruparelia Registered Valuer Securities or Financial Assets

Exhibit E - BEEL

Income DCF Method

As on 31[st] December 2023

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Minor differences may occur on account of rounding-off of nos.

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Page 23 of 23

379

Batliboi Ltd.

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Annexure 9B

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Date: March 11, 2024

To, To,

The Board of Directors, Batliboi Environmental Engineering Limited

The Board of Directors, Batliboi Limited

Spartan House, 1st Floor, Plot No. B-29, Bharat House, 5th Floor, Road No. S-18, Wagle Estate, 104 B S Marg, Fort, Thane West, Thane – 400 604. Mumbai – 400 001.

Dear Sir/Ma’am,

Subject: Fairness opinion on the fair share exchange ratio for the proposed amalgamation of Batliboi Environmental Engineering Limited with and into Batliboi Limited

We refer to our discussion undertaken with the Management of Batliboi Limited (hereinafter referred to as “Batliboi” or “Transferee Company”) wherein the Management of Batliboi has appointed Kunvarji Finstock Private Limited, a Category I Merchant Banker registered with SEBI having Registration Number – INM000012564 (hereinafter referred to as “Kunvarji” or “We” or “Us” or “Our”) vide engagement letter dated March 01, 2024 to provide a fairness opinion on the share exchange ratio for the proposed Amalgamation of Batliboi Environmental Engineering Limited (hereinafter referred to as “BEEL” or “Transferor Company”) with and into Batliboi with effect from the Appointed Date as defined in the Scheme (hereinafter referred to as the “Proposed Amalgamation” or “Proposed Transaction”) recommended by CA Harsh Chandrakant Ruparelia, Registered Valuer – Securities or Financial Assets (hereinafter referred to as the “Independent Valuer”) vide report dated March 11, 2024.

Hereinafter the Management including the Board of Directors of Batliboi and BEEL shall collectively be referred to as the “Management”; Transferor Company and Transferee Company shall collectively be referred to as “Transacting Companies”.

Please find enclosed our deliverables in the form of a report (the “Report”) . This Report sets out the transaction overview, scope of work, background of the Transacting Companies, sources of information and our opinion on the share exchange ratio for the aforesaid proposed amalgamation recommended by the Independent Valuer.

Page 1 of 13

380

Batliboi Ltd.

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This Report is subject to the scope, assumptions, exclusions, limitations and disclaimers detailed hereinafter. As such the report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to therein.

This Report has been issued only to facilitate the Proposed Amalgamation and should not be used for any other purpose.

For, Kunvarji Finstock Private Limited

Shah Kunal Digitally signed by Shah Kunal Satishbhai Satishbhai Date: 2024.03.11 20:01:54 +05'30'

______

Mr. Kunal Shah Director (DIN: 00049623) Place: Ahmedabad

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381

Batliboi Ltd.

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FAIRNESS OPINION

IN THE MATTER OF SCHEME OF AMALGAMATION

IN THE NATURE OF

PROPOSED AMALGAMATION OF

BATLIBOI ENVIRONMENTAL ENGINEERING LIMITED

WITH AND INTO BATLIBOI LIMITED

STRICTLY PRIVATE AND CONFIDENTIAL

By

Kunvarji Finstock Private Limited

SEBI Registered Category I Merchant Banker (Registration Number – INM000012564)

Kunvarji, B-Wing, Siddhivinayak Towers, Nr. D.A.V. School,

Off. S. G. Road, Makarba, Ahmedabad-380051

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382

Batliboi Ltd.

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1. BACKGROUND OF THE TRANSACTING COMPANIES

� Batliboi Environmental Engineering Limited

Batliboi Environmental Engineering Limited is a limited company bearing CIN U74210MH1959PLC011435 and was incorporated on August 25, 1959 under the Companies Act, 1956. The registered office of the Company is at Spartan House, 1st Floor, Plot No. B-29, Road No. S-18, Wagle Estate, Thane West, Thane – 400 604 in the State of Maharashtra.

BEEL is engaged in the business of design, selection, engineering, fabrication, supply, installation and commissioning of air pollution control equipment and systems for a variety of industrial and municipal applications.

The equity shareholding pattern of BEEL as on the date of this report is as under:

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

Sr. No. of shares held Shareholding
Name of the Shareholder
No. (FV – INR 10 each) (%)
1 Kabir Bhogilal j/w Farah Bhogilal 46,75,000 29.22%
2 Batliboi International Limited 30,00,000 18.75%
3 M/s. Pranir Trustees Pvt. Ltd 21,25,000 13.28%
4 Mr. Nirmal Bhogilal 19,99,348 12.50%
5 Batliboi Limited 19,08,930 11.93%
6 Mrs. Sheela Bhogilal j/w Mr. Nirmal 10,00,010 6.25%
Bhogilal
7 Kabir Bhogilal j/w Nirmal Bhogilal 7,00,000 4.38%
8 Mr. Nirmal Bhogilal j/w Mrs. Sheela 5,75,702 3.60%
Bhogilal
9 Hitco Investments Pvt. Ltd 16,000 0.10%
10 Mr. P.K. Nair 10 0.00%
Total 1,60,00,000 100.00%
----- End of picture text -----

Batliboi holds 19,08,930 equity shares of INR 10/- each, fully paid-up, representing about 11.93% of the total paid-up share capital of the Transferor Company.

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383

Batliboi Ltd.

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Note: We understand that upon the Scheme being effective, the equity shares of BEEL held by Batliboi shall stand cancelled and no shares shall be issued to that extent.

The preference shareholding pattern of BEEL as on the date of this report is as under:

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

Sr. No. of shares held Shareholding
Name of the Shareholder
No. (FV –NR 100 each) (%)
1 Kabir Bhogilal 1,70,000 62.96%
2 Hitco Investments Pvt. Ltd. 1,00,000 37.04%
Total 2,70,000 100.00%
----- End of picture text -----

� Batliboi Limited

Batliboi Limited is a public limited company bearing CIN L52320MH1941PLC003494 and was incorporated on December 06, 1941 under the Companies Act, 1956. The registered office of the Company is Bharat House, 5th Floor, 104 B S Marg, Fort, Mumbai – 400 001 in the State of Maharashtra.

Batliboi is engaged in the business of Machine Tools, Air Engineering, Textile Machinery Environmental Engineering, Wind Energy, Motors, International Marketing and Logistics. Batliboi's manufacturing facilities are located at Surat in India and Peterborough in Canada. The equity shares of Batliboi are listed on the BSE Limited.

The summary of the equity shareholding pattern of Batliboi as on the date of this report is as under:

Sr. No. Category of the Shareholder	No. of shares held (FV – INR 5 each)	Shareholding (%)
1 Promoter & Promoter Group	2,15,10,567	74.06%
2 Public	75,35,317	25.94%
Total	2,90,45,884	100.00%

The entire preference shareholding of Batliboi as on the date of this report is held by Mr. Nirmal Bhogilal.

Page 5 of 13

384

Batliboi Ltd.

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2. TRANSACTION OVERVIEW, RATIONALE OF THE SCHEME & SCOPE OF SERVICES

� Transaction Overview

We understand that the Management of the Transacting Companies are contemplating a scheme of amalgamation, wherein they intend to merge BEEL with and into Batliboi in accordance with the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 with effect from the Appointed Date and in a manner provided in the draft scheme of amalgamation (hereinafter referred to as ‘the Scheme’) .

As consideration for the proposed amalgamation, equity shareholders of BEEL would be issued equity shares of Batliboi and 8% Non-Cumulative Non-Convertible Redeemable Preference Shares (‘RPS’) holders of BEEL would be issued RPS of Batliboi. The equity shares and RPS of Batliboi to be issued for the aforesaid proposed amalgamation will be based on the share exchange ratio as determined by the Board of Directors based on the share exchange ratio report prepared by the Independent Valuer appointed by them.

Further, as a part of the Scheme, the entire shareholding of the Transferee Company in the Transferor Company shall stand cancelled.

� Rationale of the Scheme

The rationale of the proposed amalgamation as mentioned in the scheme and confirmed by the Management is to improve economies of scale of the consolidated entity’s operational efficiency, simplification of the shareholding structure and reduction of shareholding tiers and thus the administrative cost, demonstration of promoter group’s direct commitment to and engagement with the Transferee Company; greater focus of the management on the business and facilitate in creating enhanced value by allow a focused strategy in operations.

� Scope of Services

Pursuant to the requirements of SEBI Operational Circular SEBI/HO/DDHS/DDHS DIVI/P/CIR/2022/0000000103 dated July 29, 2022 updated as on December 01, 2022 and SEBI Master Circular SEBI/HO/CFD/DILI/CIR/P/2021/0000000665 dated November 23, 2021 and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, as

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385

Batliboi Ltd.

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amended from time to time, we have been requested by the Management to issue a fairness opinion in relation to the share exchange ratio for the proposed amalgamation.

In this regard, the Management has appointed Kunvarji Finstock Private Limited, a Category I Merchant Banker registered with SEBI having Registration Number – INM000012564 to provide a fairness opinion on the share exchange ratio for the proposed amalgamation recommended by the Independent Valuer vide report dated March 11, 2024.

Our scope of work only includes forming an opinion on the fairness of the recommendation of the Independent Valuer on the share exchange ratio arrived at for the Scheme and does not involve evaluating or opining on the fairness or economic rationale of the Scheme per se. This report is subject to the scope, assumptions, exclusions, limitations and disclaimers detailed hereinafter. As such, the Report is to be read in totality and not in parts, in conjunction with the relevant documents referred to herein.

3. SOURCES OF INFORMATION

We have relied on the following information made available to us by the Management / obtained from the public domain for this report:

Unaudited/Limited Reviewed Financial Statements of the Transacting Companies for the nine months period ended December 31, 2023;
Audited Financial Statements of Transacting Companies for the financial year ended March 31, 2023 and March 31, 2022;
Signed share exchange ratio report issued and prepared by CA Harsh Chandrakant Ruparelia, Registered Valuer – Securities or Financial Assets vide report dated March 11, 2024;
Shareholding pattern of Transacting Companies as at the report date;
Financial projections of Companies comprising of Balance Sheet and Profit & Loss Statement and material assumptions for the period 1st January 2024 to 31st March 2024 and for the financial years 2024-25 to 2027-28;

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386

Batliboi Ltd.

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Terms of proposed RPS to be issued as consideration to RPS holders of BEEL for merger of BEEL into Batliboi;
Copy of Draft Scheme of Amalgamation pursuant to which the proposed transaction is to be undertaken;
Other relevant details of the Companies such as its history, past and present activities, future plans and prospects, and other relevant information; and
Such other information, representations and explanations as required and provided by the Management.

The Management has been provided with the opportunity to review the draft fairness opinion report (excluding our fairness opinion on the share exchange ratio) as part of our standard practice to make sure that factual inaccuracy/omissions are avoided.

4. PROCEDURES ADOPTED

In connection with this exercise, we have adopted the following procedures to carry out the opinion:

Discussion with the Management to understand the business and the fundamental factors that affect its earning generating capability of Transacting Companies including strength, weakness, opportunity and threat analysis and historical financial performance;
Analysis of information shared by Management;
Undertook Industry Analysis: Research publicly available market data including economic factors and industry trends that may impact the opinion;
Requested and received financial and qualitative information and obtained data available in the public domain;
Reviewed the draft scheme of amalgamation between the Transacting Companies pursuant to which the proposed transaction is to be undertaken;

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387

Batliboi Ltd.

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Reviewed the signed share exchange ratio report issued and prepared by CA Harsh Chandrakant Ruparelia, Registered Valuer – Securities or Financial Assets vide report dated March 11, 2024;
Discussion with an Independent Valuer on such matters which we believed were necessary or appropriate for issuing this opinion.

5. LIMITATIONS, ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND DISCLAIMERS

The fairness opinion contained herein is not intended to represent a fairness opinion at any time other than the report date.
We have no obligation to update this report. This Report, its contents and the results herein are specific to (i) the purpose of fairness opinion agreed upon as per the terms of our engagement; (ii) the Report Date; (iii) the draft scheme of amalgamation and (iv) other data detailed in the Section 3 of this report “Sources of Information” .
A fairness opinion of this nature is necessarily based on the prevailing stock market, financial, economic and other conditions in general and industry trends in particular as in effect on and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this report and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this report.
The fairness opinion rendered in this Report only represents our opinion based upon information furnished by the Transacting Companies and gathered from the public domain (and analysis thereon) and the said opinion shall be considered to be in the nature of nonbinding advice. Our fairness opinion should not be used for advising anybody to take a buy or sell decision for which specific opinion needs to be taken from expert advisors.
We have not independently audited or otherwise verified the financial information provided to us. Accordingly, we do not express an opinion or offer any form of assurance regarding the truth and fairness of the financial position as indicated in the financial statements. Also, with respect to explanations and information sought from the Management, we have been given to understand by the Management that they have not omitted any relevant and material factors about the Transacting Companies and that they have checked the relevance or materiality of any specific information to the present exercise with us in case of any

Page 9 of 13

388

Batliboi Ltd.

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doubt. Our conclusion is based on the information given by/on behalf of the Transacting Companies. The Management has indicated to us that they have understood that any omissions, inaccuracies or misstatements may materially affect our fairness opinion.

It is understood that this opinion is solely for the benefit of confidential use by the Board of Directors of the Companies to facilitate Companies to comply with SEBI Operational Circular SEBI/HO/DDHS/DDHS DIVI/P/CIR/2022/0000000103 dated July 29, 2022, updated as on December 01, 2022 and SEBI Master Circular SEBI/HO/CFD/DILI/CIR/P/2021/0000000665 dated November 23, 2021 and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 as amended from time; disclosures to be made to relevant regulatory authorities including stock exchanges, SEBI, National Company Law Tribunal or as required under applicable law and it shall not be valid for any other purpose. This opinion is only intended for the aforementioned specific purpose and if it is used for any other purpose; we will not be liable for any consequences thereof.
The Report assumes that the Transacting Companies comply fully with relevant laws and regulations applicable in all its areas of operations, and that the Companies will be managed competently and responsibly. Further, this Report has not considered matters of a legal nature, including issues of legal title and compliance with local laws, litigation and other contingent liabilities that are not represented to us by the Management. Our fairness opinion assumes that the assets and liabilities of the companies, reflected in their respective balance sheet remain intact as of the Report date.
The Report does not address the relative merits of the proposed transaction as compared with any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available.
This fairness opinion is issued on the understanding that each of the Companies has drawn our attention to all the matters which may have an impact on our opinion including any significant changes that have taken place or are likely to take place in the financial position or businesses up to the date of approval of the Scheme by the Board of Directors. We have no responsibility to update this fairness opinion for events and circumstances occurring after this date.

Page 10 of 13

389

Batliboi Ltd.

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Certain terms of the proposed transaction are stated in our fairness opinion, however the detailed terms of the proposed transaction shall be more fully described and explained in the Scheme document to be submitted to relevant authorities in relation to the proposed transaction. Accordingly, the description of the terms and certain other information contained herein is qualified in its entirety by reference to the Scheme document.
The fee for the engagement is not contingent upon the results reported.
We will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions of or advice given by any other to the Transacting Companies. In no event shall we be liable for any loss, damages, cost or expenses arising in any way from fraudulent acts, misrepresentations or willful default on the part of the Companies, their directors, employees or agents.
This report is not a substitute for the third party's due diligence/ appraisal/inquiries/ independent advice that the third party should undertake for his purpose.
This Report is subject to the laws of India.
Neither the Report nor its contents may be referred to or quoted in any registration statement, prospectus, offering memorandum, annual report, loan agreement or other agreement or document given to third parties, other than in connection with the proposed scheme of amalgamation and filing it with relevant authorities, without our prior written consent.
In addition, this report does not in any manner address the prices at which equity shares of Batliboi will trade following the announcement of the proposed transaction and we express no opinion or recommendation as to how the shareholders of Transacting companies should vote at any shareholders' meeting(s) to be held in connection with the proposed transaction. Our opinion contained herein is not to be construed as advice relating to investing in, purchasing, selling or otherwise dealing in securities.
The Merchant Banker - Kunvarji, is also engaged in providing services as a Stock Broker, Depository Participant and Portfolio Manager in its own name and as Investment Adviser in the name of its subsidiary. Apart from this, Kunvarji, its directors, promoters, employees and affiliates and associates, are engaged in investing/ trading in securities market on their

Page 11 of 13

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Batliboi Ltd.

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own respective account. The Merchant Banking Division of Kunvarji takes utmost care, through effective implementation of principles of maintenance of Chinese wall, to ensure that no information received by Merchant Banking Division are not shared with or otherwise accessible to other departments of Kunvarji, and/or its promoters, directors, employees (other than employees of Merchant Banking Division), affiliates and associates. The proprietary trading account of Kunvarji and /or its promoters, directors, employees, affiliates, associates and clients of broking, PMS services and Investment Advisory services may execute transactions and/or hold open long or short positions in ordinary course of business in the securities issued by a listed company who itself or its affiliate or associate entity proposes to engage Merchant Banking Division of Kunvarji for providing services to itself or to its associate or affiliate company.

5. OUR RECOMMENDATION

As stated in the share exchange ratio report dated March 11, 2024 prepared by CA Harsh Chandrakant Ruparelia, Registered Valuer – Securities or Financial Assets, he has recommended the following:

To the equity shareholders of BEEL for the proposed amalgamation of BEEL with and into Batliboi:

“9 (Nine) fully paid-up Equity Shares of INR 5 (Five) each of the Transferee Company shall be issued and allotted for every 10 (Ten) fully paid-up equity share of INR 10 held in the Transferor Company” .

To the preference shareholders of BEEL for the proposed amalgamation of BEEL with and into Batliboi:

“1 (One) fully paid-up 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of INR 100 (Hundred) each of the Transferee Company shall be issued and allotted for every 1 (One) fully paid-up 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of INR 100 held in the Transferor Company”

The aforesaid proposed transaction shall be pursuant to the draft scheme of amalgamation and shall be subject to receipt of approval from the Hon’ble NCLT, Mumbai Bench or such other competent authority as may be applicable and other statutory approvals as may be

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Batliboi Ltd.

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required. The detailed terms and conditions of the proposed transaction are more fully outlined in the draft scheme of amalgamation. Kunvarji has issued the fairness opinion with the understanding that the draft scheme of amalgamation shall not be materially altered and the parties hereto agree that the Fairness Opinion would not stand good in case the final scheme of amalgamation alters the proposed transaction.

Based on the information, and data made available to us, to the best of our knowledge and belief, the share exchange ratio as recommended by CA Harsh Chandrakant Ruparelia, Registered Valuer – Securities or Financial Assets in relation to the proposed draft scheme of amalgamation is fair to the equity shareholders and preference shareholders of BEEL and Batliboi in our opinion.

For, Kunvarji Finstock Private Limited

Shah Kunal Digitally signed by Shah Kunal Satishbhai Satishbhai Date: 2024.03.11 20:02:30 +05'30'

______

Mr. Kunal Shah Director (DIN: 00049623)

Date: March 11, 2024 Place: Ahmedabad

Page 13 of 13

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Annexure 10

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393

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394

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395

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396

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397

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Annexure 11

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To,

The Board of Directors, Batliboi Limited Bharat House, 5[th] Floor, 104, Mumbai Samachar Marg, Fort, Mumbai, Maharashtra - 400001 India

Dear Sir/ Madam,

Sub: Certificate on adequacy and accuracy of disclosure of information pertaining to the unlisted Company i.e. Batliboi Environmental Engineering Limited (“Transferor Company”), in the format prescribed for abridged prospectus as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/00094 dated June 21, 2023 as amended from time to time, to the extent applicable, for the purpose of Scheme of Amalgamation amongst Batliboi Environmental Engineering Limited (“Transferor Company” or “BEEL”) and Batliboi Limited (“Transferee Company” or “Batliboi”) and their respective shareholders and creditors under Sections 230 to 232 and Section 66 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (collectively the “Act”) and all other applicable acts, rules and regulations, (hereinafter referred to as the “Scheme”).

We, Kunvarji Finstock Private Limited (“KFPL”, “Kunvarji”, “We” or “us”), a Category I Merchant Banker registered with SEBI, having registration no. MB/INM000012564 have been appointed by Board of Directors (“Board”) of Batliboi Limited (CIN L52320MH1941PLC003494 ) for the purpose of certifying the adequacy and accuracy of disclosure of information pertaining to the unlisted Company, Batliboi Environmental Engineering Limited (CIN: U74210MH1959PLC011435 ) in the format prescribed for abridged prospectus as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, involved in the proposed Scheme of Amalgamation amongst Batliboi Environmental Engineering Limited (“Transferor Company” or “BEEL”) and Batliboi Limited (“Transferee Company”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (collectively the “Act” ) and all other applicable acts, rules and regulations, (hereinafter referred to as “the Scheme” ).

Scope and Purpose of the Certificate

As required under SEBI Master Circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 ("SEBI Circular”) inter alia prescribed that the listed entity in the present case Batliboi Limited (CIN L52320MH1941PLC003494) shall include the applicable information pertaining to the unlisted entity involved in the Scheme, in the present case being Batliboi Environmental Engineering Limited (CIN: U74210MH1959PLC011435) , in the format specified for Abridged Prospectus as provided in Part E of

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398

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Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") , in the explanatory statement or notice or proposal accompanying resolution to be passed, will be sent to the shareholders while seeking approval of the Scheme. SEBI Circulars further prescribe that the accuracy and adequacy of such disclosures shall be certified by a SEBI Registered Merchant Banker after following the due diligence process.

This certificate is being issued in compliance of above mentioned requirement under the SEBI Circular.

This certificate is restricted to meet the above-mentioned purpose only and may not be used for any other purpose whatsoever or to meet the requirement of any other laws, rules, regulations and statutes.

1. Certification:

We state and confirm as follows:

1) We have examined various documents and other materials made available to us by the management of Batliboi and BEEL in connection with finalization of disclosure document containing information in the format prescribed for abridged prospectus (“ Disclosure Document ”) dated November 08, 2024, pertaining to BEEL , which will be circulated to the shareholders and creditors of Batliboi at the time of seeking their consent to the Scheme of Amalgamation of Batliboi and BEEL as a part of explanatory statement to the notice.
2) Based on the information, documents, confirmation, representation, undertakings and certificates provided to us by Batliboi and BEEL and as well discussions with their management, Directors and officers, we confirm that, the information contained in the Disclosure Document of BEEL is adequate and accurate in the terms of the SEBI Circulars read with Part E of Schedule VI of the SEBI ICDR Regulations.

2. Disclaimer:

Our scope of work did not include the following:-

An audit of the financial statements of BEEL .
Carrying out a market survey / financial feasibility for the Business of BEEL .
Financial and Legal due diligence of BEEL .

It may be noted that in carrying out our work, we have relied on the integrity of the information provided to us for the purpose, and other than reviewing the consistency of such information, we have not sought to carry out an independent verification, thereof we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided by the management of Batliboi and BEEL .

We do not assume any obligation to update, revise or reaffirm this certificate because of events or transactions occurring subsequent to the date of this certificate.

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We understand that the management of Batliboi and BEEL , during our discussions with them, would have drawn our attention to all such information and matters which may have an impact on our Certificate.

The fee for our services is not contingent upon the result of the Scheme.

The management of Batliboi and BEEL or their related parties are prohibited from using this opinion other than for its sole limited purpose and not to make a copy of this certificate available to any party other than those required by statute for carrying out the limited purpose of this certificate.

Our certificate is not, nor should it be constructed as our opinion or certification of the compliance of the Composite Scheme of Arrangement with the provision of any law including Companies Act, taxation laws, capital market laws and related laws.

We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders/investors should buy, sell or hold any stake in the Company or any of its related parties (holding companies/subsidiaries/associates etc.)

In no event, KFPL, its Directors and employees will be liable to any party for any indirect, incidental, consequential, special or exemplary damages (even if such party has been advised of the possibility of such damages) arising from any provision of this opinion.

Yours faithfully, For, Kunvarji Finstock Private Limited ATUL Digitally signed by ATUL MANHARLAL MANHARLAL CHOKSHI Date: 2024.11.15 CHOKSHI 18:12:43 +05'30' _____ Atul Manharlal Chokshi Director DIN: 00929553

Date: November 15, 2024 Place: Ahmedabad

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400

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This is an Abridged Prospectus containing salient features in respect of the Scheme of Amalgamation for merger of Batliboi Environmental Engineering Limited (‘BEEL’ or ‘the Transferor Company’) with and into Batliboi Limited (‘Batliboi’ or ‘the Transferee Company’) and their respective Shareholders (‘the Scheme’ or ‘this Scheme’). You may download the Scheme of Amalgamation from the website of Transferee Company at www.batliboi.com , the website of BSE Limited ( “BSE” ) at https://www.bseindia.com, Stock Exchange where the equity shares of Transferee Company �� Stock Exchange ��. This is an abridged prospectus prepared to comply with the requirements of regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations") read with SEBI Circular No. CFD/DIL/3/CIR/2017/21 dated 10[th] March , 2017 read with Circular SEBI/HO/CED/DILUC1UPl/2020/249 dated 22[nd] December , 2020 read with SEBI/HO/CFD/POD2/P/CIR/2023/93 dated 20[th] June , 2023 issued by Securities and Exchange Board of India ('SEBI Circulars") and is in accordance with the disclosure required to be made in the Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the extent applicable, and pursuant to Annexure ��earing number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated 21[st] June , 2023 (as amended from time to time) ��

This Abridged Prospectus consists of 13 pages. Please ensure that you have received all the pages

BATLIBOI ENVIRONMENTAL ENGINEERING LIMITED

��) was incorporated under the Companies Act, 1956 bearing CIN- U74210MH1959PLC011435 on 25[th] August, 1959)

REGISTERE DOFFICE	CORPORAT EOFFICE		CONTACT PERSON	WEBSITE

Spartan House, 1st Floor, Plot No. B-29 Road No. S- 18, Wagle Estate, Thane West Thane Maharashtra 400604	Spartan House, 1st Floor, Plot No. B-29 Road No. S- 18, Wagle Estate, Thane West Thane Maharashtra 400604		Mr. Sudhakar Rao Chief Financial Officer Tele No.- 022 – 25836 678/79 Email id: sudhakar.ra [email protected]	http://environmentalengineering.batliboi.co m/index.aspx

NAMES OF PROMOTER(S) OF THE COMPANY: Promoters of Batliboi Environmental Engineering Limited:

1. Mr. Nirmal Bhogilal jointly with Mrs. Sheela Bhogilal

2. Hitco Investments Pvt. Ltd

3. Batliboi Limited

4. M/s. Pranir Trustees Pvt. Ltd

5. Mrs. Sheela Bhogilal jointly with Mr. Nirmal Bhogilal

6. Mr. Nirmal Bhogilal

7. Batliboi International Limited

8. Kabir Bhogilal jointly with Mr. Nirmal Bhogilal

9. Kabir Bhogilal Jointly with Farah Bhogila

Page 1 of 13

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Details of offer to Public

Details of offer to Public	Details of offer to Public	Details of offer to Public	Details of offer to Public	Details of offer to Public
					Share Reservation
Type of Issue (Fresh/ OFS/ Fresh & OFS)	Fresh Issue	OFS Size (by	Total Issue	Issue Under 6(1)/ 6(2)	QIB	NII	RII
	Size	no.	Size
	(by no. of shares or by amount in Rs)	of shares or by amount in Rs)	by no. of shares or by amount in Rs)



Not Applicable as BEEL is an unlisted company and is not offering any securities/ equity shares throughany public offeringtothe public at large, pursuant tothe Scheme.

Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders ( upto a maximum of 10 selling shareholders)

Name	Type	No of	WACA in	Name	Type	No of	WACA in Rs per Equity
			Rs per			Shares
			Equity			offered/
						Amount in Rs

P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder; WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis

Price Band, Minimum Bid Lot & Indicative Timelines	Price Band, Minimum Bid Lot & Indicative Timelines
Price Band*	Not Applicable**
Minimum Bid Lot Size
Bid/Offer Open On
Bid/Closes Open On
Finalisation of Basis of Allotment
Initiation of Refunds
Credit of Equity Shares to Demat accounts of Allottees
Commencement of trading of Equity Shares

For details of price band and basis of offer price , please refer to price band advertisement and page xx of RHP- Not Applicable*

**Note: Not Applicable as BEEL is an unlisted company and is not offering any securities/ equity shares through any public offering to the public at large, pursuant to the Scheme.

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Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP

Period	Weighted Average Cost of Acquisition (in Rs.)	Upper End of the Price Band is ‘X’ times the WACA	Range of acquisition price Lowest Price- Highest Price (in Rs.)


Trailing Eighteen Month from the date of RHP	Not Applicable*

WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis for the trailing eighteen months from the date of RHP.

*Note: Not Applicable as BEEL is an unlisted company and is not offering any securities/ equity shares through any public offering to the public at large, pursuant to the Scheme.

RISKS IN RELATION TO THE FIRST OFFER

Not Applicable as BEEL is an unlisted company and is not offering any securities/ equity shares through any public offering to the public at large, pursuant to the Scheme.

GENERAL RISKS

Investment in equity & equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved.

The Equity Shares have not been recommended or approved by the Securities and Exchange �� RHP – Not Applicable as the offer is not for public at large

��on page11 of the Abridged Prospectus.

PROCEDURE

You may also download the Abridge Prospectus along with the scheme and other relevant documents from the website of the Transferee Company www.batliboi.com and BSE https://www.bseindia.com

Scheme Procedure

Pursuant to the Scheme of Amalgamation, shares of Transferee Company will be issued to shareholders of Transferor Company.

For the purposes of obtaining approval under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the designated stock exchange is BSE Limited.

Shares are being issued to shareholders of Transferor Company pursuant to the Scheme of

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Amalgamation and not to public at large, the requirement with respect to General Information Document (GID) are not applicable and this Abridge prospectus should be ready accordingly .

	PRICE INFORM AT ION OF BRLM ’s*	PRICE INFORM AT ION OF BRLM ’s*	PRICE INFORM AT ION OF BRLM ’s*	PRICE INFORM AT ION OF BRLM ’s*

Issue Name	Name of Merchant Banker	+/- % change in closing price, (+/- % change in closing benchmark) - 30th calendar days from listing	+/- % change in closing price, (+/- % change in closing benchmark) - 90th calendar days from listing	+/- % change in closing price, (+/- % change in closing benchmark) - 180th calendar days from listing
	Not Applicable

Disclosures subject to recent 7 issues (initial public offerings) in current financial year and two preceding financial years managed by each Merchant Banker with common issues disclosed once.

Name of BRLM and contact details (telephone and email id) ofeach BRLM	Not Applicable
Name of Syndicate Members

In case of issues by Small and Medium Enterprises under Chapter IX, details of the market maker to be included - Not Applicable

In case of issues by Small and Medi be included -Not Applicable	um Enterprises under Chapter IX, details of the market maker t
Name of Registrar to the Issue and contact details (telephone and email id)	Not Applicable
Name of Statutory Auditor	Khandwala & Shah (FRN:105069W) G/3, 8th Floor, “EVEREST” 156 Tardeo Road, Tardeo, Mumbai 400 034
Name of Credit Rating Agency and the rating or grading obtained, if any	Not Applicable
Name of Debenture trustee, if any.
Self-Certified Syndicate Banks
Non-Syndicate Registered Brokers
Details regarding website address(es)/ link(s) from which the investor can obtain list of registrar to issue and share transfer agents, depository participants and stock brokers who can accept application from investor(asapplicable)

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PROMOTERS OF THE ISSUER COMPANY	PROMOTERS OF THE ISSUER COMPANY	PROMOTERS OF THE ISSUER COMPANY	PROMOTERS OF THE ISSUER COMPANY
Sr. No.	Name	Individual/ Corporate	Experience & Educational Qualification
1	Mr. Nirmal Bhogilal jointly with Mrs. Sheela Bhogilal	Individual	Educational Qualification: B.Sc (Engg), Chemical Engg (London University), A.C.G.I. Committee member CII National Council. Experience: He is having practical experience of 49 years in managing Machine Building & Engineering Industry
2	Hitco Investments Pvt. Ltd	Corporate	The Company was incorporated on 06~~th~~August, 1981 under the Companies Act, 1956 and is primarily engagedin the activities of investment.
3	Batliboi Limited	Corporate	The Company was incorporated on December 6, 1941 under the erstwhile Indian Companies Act, 1913 and is primarily engaged in manufacturing and trading of machine tool and textile engineeringmachines.
4	M/s. Pranir Trustees Pvt. Ltd	Corporate	The Company was incorporated on 29~~th~~May, 1985 under the Companies Act, 1956 and is primarily engaged in activities to undertake office ofand actastrustee, executor, etc.
5	Mrs. Sheela Bhogilal jointly with Mr. Nirmal Bhogilal	Individual	Educational Qualification: Course in Management and Finance from Tata Management Institute, Pune and in Gemology from the Gemology Institute of America Experience: She is having over 30 years of experience in manufacturing andretailbusiness
6	Mr. Nirmal Bhogilal	Individual	Educational Qualification: B.Sc (Engg), Chemical Engg (London University), A.C.G.I. Committee member CII National Council. Experience: He is having practical experience of 49 years in managing Machine Building & Engineering Industry
7	Batliboi International Limited	Corporate	The Company was incorporated on April 01, 1991 under the Companies Act, 1956 and is primarily engaged in the business of exporting engineering goods specially in textile engineeringmachines.

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8	Kabir Bhogilal jointly with Mr. Nirmal Bhogilal	Individual	Educational Qualification: B.A (Business Admin). Experience: He is having over 15 years of experience in Strategic Management, International Marketing andBusiness development.
9	Kabir Bhogilal Jointly with Farah Bhogilal	Individual	Educational Qualification: B.A (Business Admin). Experience: He is having over 15 years of experience in Strategic Management, International Marketingand Business development

BUSINESS MODEL/BUSINESS OVERVIEW AND STRATEGY

Business Overview and Strategy	Business Overview and Strategy
Company Overview:	Batliboi Environmental Engineering Limited was incorporated in 1959 with the main objective to carry on business of design, selection, engineering, fabrication, supply, installation, and commissioning of air pollution control equipment and systems for a variety of industrial and municipal applications.
Product/Service Offering: Revenue segmentation by product /service offering	Revenue Segmentation FY 2023-24: 1- Air Pollution Equipment- 6963.05 lakhs (49.26%) 2. Industrial Fan- 7169.39 lakhs (50.73%)
Geographies Served: Revenue segmentation by geographies	Revenue Segmentation FY 2023-24: 1. Domestic- 14085.46 lakhs (99.66%) 2. Export- 46.97 lakhs (0.34%)
Key Performance Indicators:	FY 2023-24 1. Total Income from operations (Net)- 729.46 lakhs 2. Net Profit/(Loss) before tax and extraordinary item- 729.46 Lakhs 3. Net Profit/(Loss) after tax and extraordinary item- 350.09 lakhs 4. Earnings perShareRs. 2.19
Client Profile or Industries Served: Revenue segmentation in terms of top 5/10 clients or Industries:	1. BEEL is engaged in the business of design, selection, engineering, fabrication, supply, installation, and commissioning of air pollution control equipment and systems for a variety of industrial and municipal applications. 2. Sales to Top 5 Customers, who are Distributors, is given below. Revenue segmentation FY 2023-24 a. Rungta Mines Limited- 1,195.50 lakhs b. Mundra Solar Technology Ltd.- 1,006.61 lakhs c. Chloride Metals Ltd. – 705.71 lakhs d. Cube Construction Engineering Ltd.- 698.88 lakhs e. ISGEC HeavyEngineeringLtd.- 620.60 lakhs

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Intellectual Property, if any:	Not Applicable
Market Share:	Industrial Fan Division. – 18% to 20% Air Pollution Division. – 10%to12%
Manufacturing plant, if any:	Not Applicable
Employee Strength:	123

BOARD OF DIRECTORS OF TRANSFEROR COMPANY 2

S no	Name	Designation	Experience &	Other Directorship
			Educational Qualification B.A (Business Admin) Bachelor of Mechanical Engineering M.Com and Diploma in Taxation.
1 2 3	Kabir Bhogilal Sanjiv Joshi Kaushik Kantilal Shah	Director Director Director		Indian Companies: � Batliboi International Ltd. � Batliboi Impex Ltd. � Batliboi Limited � Batliboi Renewable Energy Solutions Private Limited � Opening New Horizons Private Limited Foreign Companies Quickmill Inc. Indian Companies: � Batliboi International Ltd. � Batliboi Limited Foreign Companies Quickmill Inc. Indian Companies: � Sustime Pharma Limited

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

Foreign
Companies
NIL
4 Edwyn William Director B.Tech. (IIT), Indian Companies:
Rodrigues Diploma in � Batliboi
Mgmt, (Bombay International
Univ). Ltd.
� Batliboi
Impex Ltd.
� Batliboi
Renewable
Energy
Solutions
Private
Limited
Foreign
Companies
NIL
----- End of picture text -----

OBJECTS/Rationale of the Scheme

Rationale of the Scheme

a. �� efficiency will increase, which will in turn allow the merged entity to compete on a larger scale in the industry, thus benefiting the merged entity and the shareholders;
b. Rationalization of operations with a greater degree of operational efficiency and optimum utilization of resources;
c. The combined net worth of both entities will enable the merged entity to tap into new business opportunities thereby unlocking growth opportunities for the merged entity;
d. It would result in the consolidation of business activities and will facilitate effective management of investment and synergies in operations;
e. Being a part of the same management, this amalgamation would facilitate the simplification of group structures and reducing administrative redundancies;
f. Reduction in multiplicity of legal and regulatory compliances, reduction in overheads, including administrative, managerial and other costs amongst all; and
g. Consolidation and simplification of the group structure and reduction of administrative costs at the group level.

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Details of means of finance - Not Applicable

The funds requirements for each of the objects of the Issue are stated as follows:

Sr no	Objects of the	Total	Amount	Amount to be financed from Net	Estimated Net Proceeds Utilization	Estimated Net Proceeds Utilization
	issue	Estimate	deployed till
		Cost
				Proceeds	Fiscal 2022	Fiscal 2023


1	Not Applicable
2
3
4
5	General corporate purposes	Not Applicable

Details and reasons for non -deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues / rights issue, if any, of the Company in the preceding 10 years. – Not Applicable

Name of the Monitoring Agency if any : Not Applicable

Terms of Issuance of Convertible Security if any.: Not Applicable

Convertible securities being offered by the Company	Not Applicable
Face Value / Issue Price per Convertible securities
Issue Size
InterestonConvertible Securities
Conversion Period ofConvertible Securities
Conversion PriceforConvertible Securities
Conversion DateforConvertible Securities
Details ofSecurity createdforCCD

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Shareholding Pattern:

Sr.		Particulars	Pre-Scheme	Pre-Scheme	Post Scheme		Post Scheme
No.			(number of	(%age	(number of		(%age
			shares)	holding)	shares) *		holding)
1	Promoter and Promoter		1,59,99,990	100.00		-	-
	Group*
2	Public		10	-		-	-
3	Custodians / Non-Public		-	-		-	-
	Non	promoter
	shareholders
	Total		1,60,00,000	100.00		-	-

Number/amount of equity shares proposed to be sold by selling shareholders, if any. Not Applicable.

RESTATED STANDALONE AUDITED FINANCIALS OF TRANSFEROR COMPANY

			(Rs. in lakhs)
Particulars	FY 2023-24~~1~~	FY 2022-23~~1~~	FY 2021-22~~1~~
Revenuefromoperations (Net)	14,132.43	13,636.29	5,755.80
Net Profit/(Loss) before tax and extraordinary	729.46	959.51	(304.78)
items
Net Profit / (Loss) after tax and extraordinary	350.09	944.25	(304.78)
items
Equity Share Capital	1600.00	1600.00	1600.00
Reserves and Surplus	(586.53)	(915.02)	(1859.27)
Net worth	1283.47	954.98	10.73
Basic &Diluted earnings pershare (Rs.)	2.19	5.90	(1.90)
Returnon net worth(%)	27.28	98.88	-2840.45
Netasset value pershare (Rs.)	8.02	5.97	0.07

Note 1: Summary for the period ended 31[st] March, 2024, 31[st] March, 2023 and 31[st] March, 2022 has been extracted from audited financial statements prepared based on Accounting Standard as notified under Companies (Accounting Standards) Rules, 2006 (as amended from time to time).

Note 2: 'Net Worth' means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.

Note 3: Net asset value per share has been derived by dividing Net Worth by the number of outstanding shares.

Note 4: Return on net worth (%) has been arrived at by dividing Basic Earnings per Share by Net Asset Value per Share.

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INTERNAL RISK FACTORS

The Scheme is subject to the conditions / approvals as envisaged under the Scheme and any failure to receive such approvals will result in non-implementation of the Scheme and may adversely affect the shareholders.
The Transferor Company will dissolve without winding up pursuant to Scheme which may or may not adversely affect the shareholders.
The Transferor Company is presently an unlisted company, and its securities are presently not available for trading on any stock exchange.
The approval by the requisite majorities of the respective members of the Transferor Company and the Transferee Company, as required under the Companies Act, 2013 and directed by the NCLT.
�� by way of postal ballot/General Meeting/e-voting in compliance with SEBI Master Circular No SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June, 2023 and other SEBI guidelines, as may be amended from time to time, wherein presently the Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION 1. Total number of outstanding litigations against the company and amount involved.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION
1.	Total number	ofoutstandinglitigations against the company and amount involved.					Aggregate amount involved 3,96,60,680. 00 4,68,85,243. 00 - - - -
	Name of Entity	Criminal Proceedin gs	Tax Proceedin gs	Statutory or Regulator y Proceedin gs	Disciplina ry actions by the SEBI or Stock Exchange s against our Promoter	Material Civil Litigatio ns	Aggregate amount involved
	Company
	By the Company	-	-	-	-	6	3,96,60,680. 00
	Against the Company	-	-	-	-	6	4,68,85,243. 00
	Directors
	By the Directors	-	-	-	-	-	-
	Against the Directors	-	-	-	-	-	-
	Promoter
	By the Promoter	-	-	-	-	-	-
	Against the Promoter	-	-	-	-	-	-
	Subsidiari

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2. 3.	es By Subsidiarie s Against Subsidiarie s	- -	- -	- -	- -	- -	- -

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Brief details of outstanding criminal proceedings against Promoters (200 - 300-word limit in total) – Nil

ANY OTHER IMPORTANT INFORMATION AS PER ISSUER COMPANY: NIL DECLARATION BY TRANSFEROR COMPANY

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines / regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992 as the case may be, have been complied with and no statement made in this Abridged Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in this Abridged Prospectus are true and correct.

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Date: 08-11-2024 Place: Mumbai

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Annexure 12

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Annexure 13

Batliboi Ltd.

To,

BSE Limited, Phiroz e Jeejeebhoy Towers, Dalai Street, Fort, Mumbai-400 001

Legal & Secretarial Department Regd. & Corporate Office: Bharat House, 5th Floor, 104, Bombay Samachar Marg, Fort. Mumbai - 400 001. India Phone : * 9l (22) 6637 8200 Fax : + 91 (22) 2267 5601 E-mail: tegal@ batliboi.com Web : WWW batliboi com CIN : L52320MH1941PLC003494

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BATLIBOI
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May 08, 2024

BSE Scrip Code; 506910

Dear Sir,

Subject: Report on Complaints

Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements! Regulations. 2015 in relation to the draft Scheme of Amaigamation proposed to be filed under Sections 230-232 of the Companies Act, 2013. as mav be applicable for Amalgamation of (bv wav of merger) Batliboi Environmental Engineering Limited fBEEL" or " Transferor Comoanv^ M with and into Batliboi Limited ('Transferee ComDanv^ 'l

This has reference to the subject application filed by Batliboi Limited (" the Company" ) with BSE Limited on March 30, 2024. The Scheme and other relevant documents were hosted by BSE Limited on its website on April 18, 2024.

No complaints have been received during the period from April 18, 2024, to May 08, 2024. As required by Para A(6) of Part I to the SEBI Master Circular No. SEBI/H0/CFD/P0D-2/P/CIR/2023/93 dated June 20, 2023, the " Report on Complaints" is enclosed

Thanking you.

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For Batliboi Limited
03T, .O
Authoriz ed Signatory
Place: Mumbai
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BATLIBOl
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REPORT ON COMPLAINTS

(For the period April 18,2024, to May 08,2024)

Part A

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Sr. No. Particulars Number
1. Number of complaints received directly Nil
2. Number of complaints forwarded by Stock Exchanges / SEBI NIL
3. Total number of complaints / comments received (1+ 2) Nil
4. Number of complaints resolved NOT APPLICABLE
5. Number of complaints pending NOT APPLICABLE
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PartB
Sr. No. Name of the Date of compliant Status (Resolved /
complainant Pending)
NOT APPLICABLE
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For Batlibol Limited

Authoriz ed Signatory Place: Mumbai

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Annexure 14

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IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT – V

C.A.(CAA) / 165 (MB) / 2024

In the matter of the Companies Act, 2013

AND

In the matter of the Scheme of Amalgamation of Batliboi Environmental Engineering Limited (‘BEEL’ or ‘the Transferor Company’ or ‘First Applicant Company’) with and into Batliboi Limited (‘the Transferee Company’ or ‘Second Applicant Company’) and their respective Shareholders (‘the Scheme’ or ‘this Scheme’)

BATLIBOI ENVIRONMENTAL ENGINEERING LIMITED

…. the First Applicant Company

BATLIBOI LIMITED

…. the Second Applicant Company

…. Collectively known as Applicant Companies

Order delivered on: 24.10.2024

CORAM:

Ms. Reeta Kohli, Hon’ble Member (Judicial)

Ms. Madhu Sinha, Hon’ble Member (Technical)

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Appearances:

For the Applicant Companies: CA Rahul Atal, Professional for the Applicant Companies.

ORDER

The Professional for the Applicant Companies submits that the present Scheme is a Scheme of Amalgamation of Batliboi Environmental Engineering Limited (‘BEEL’ or ‘the Transferor Company’ or ‘First Applicant Company’) with and into Batliboi Limited (‘the Transferee Company’ or ‘Second Applicant Company’) and their respective Shareholders (‘the Scheme’ or ‘this Scheme’) under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamation) Rules, 2016.
The Professional for the Applicant Companies submits that businesses of the Applicant Companies are as under:
The First Applicant Company is engaged in the business of design, selection, engineering, fabrication, supply, installation, and commissioning of air pollution control equipment and systems for a variety of industrial applications.
The Second Applicant Company is engaged in the business of Machine Tools, Air Engineering, Textile Machinery. The equity shares of Second Applicant Company are listed on the BSE Limited.

3. Rationale

Economies of scale will play a bigger role as the consolidated entity’s operational efficiency will increase, which will in turn allow the merged entity to compete on a larger scale in the industry, thus benefiting the merged entity and the shareholders;

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Rationalization of operations with a greater degree of operational efficiency and optimum utilization of resources;
The combined net worth of both entities will enable the merged entity to tap into new business opportunities thereby unlocking growth opportunities for the merged entity;
It would result in the consolidation of business activities and will facilitate effective management of investment and synergies in operations;
Being a part of the same management, this amalgamation would facilitate the simplification of group structures and reducing administrative redundancies;
Reduction in multiplicity of legal and regulatory compliances, reduction in overheads, including administrative, managerial and other costs amongst all; and
Consolidation and simplification of the group structure and reduction of administrative costs at the group level.

4. Consideration

The Professional for the Applicant Companies submits that upon coming into effect of the Scheme and in consideration for the amalgamation of First Applicant Company with the Second Applicant Company, the Equity Shareholders of the First Applicant Company or their respective heirs, executors, administrators or other legal representatives or other successors in

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title, whose names appear in the Register of Members of the First Applicant Company on any date on or after the Appointed Date (i.e., Record Date), as may be mutually decided by the Board of the First Applicant Company and the Second Applicant Company, shall, without any further act, deed or thing be allotted and issued fully paid, 9 (Nine) equity shares of Rs. 10 each of Second Applicant Company, for every 10 (Ten) equity share of Rs. 10 each held in the First Applicant Company.

Further upon coming into effect of the Scheme and in consideration for amalgamation of the First Applicant Company with and into the Second Applicant Company, the Second Applicant Company shall, without any further application or deed and without any further payment, issue and allot redeemable preference shares (‘RPS’) to preference shareholders of the First Applicant Company (whose names appear in the register of members as on the Record Date) in the following manner:
“1 (One) fully paid-up 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of INR 100 (Hundred) each of the Second Applicant Company shall be issued and allotted for every 1 (One) fully paid-up 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of INR 100 (Hundred) held in the First Applicant Company”

The copy of Share Swap Ratio Report issued by Registered Valuer – Securities or Financial Assets is annexed as Exhibit 12 (Page Nos. 556578) to the Company Scheme Application.

The Professional for the Applicant Companies submits that the Board of Directors of the respective Applicant Companies vide their resolution dated 11[th]

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IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – V C.A.(CAA) / 165 (MB) / 2024

March 2024 have approved the Scheme under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamation) Rules, 2016. The Appointed Date for the purpose of the Scheme means 1[st] April 2023.

The Professional for the Applicant Companies submits that the Audit Committee and Committee of Independent Directors, wherever applicable of the Second Applicant Company vide their resolution dated March 11, 2024, approved Scheme of Amalgamation between the Applicant Companies.
The Second Applicant Company is an entity listed on BSE Limited (‘BSE’). Hence, before filing a Company Scheme Application before this Tribunal, it was required to seek approval from the stock exchange where its shares are listed and Securities and Exchange Board of India (‘SEBI’), in terms of master circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20.06.2023 and other applicable SEBI Circulars. In compliance with the aforesaid requirement, the Second Applicant Company submitted documents to BSE on 28[th] March 2024. The Second Applicant Company has received an observation letter from the BSE Limited on 2[nd] September 2024, which is annexed as Exhibit 9 (Page nos. 535537) to the Company Scheme Application.
The Professional for the Applicant Companies submits that there are no inquiry, investigation or proceedings instituted or are pending under the Companies Act, 1956 / Companies Act, 2013 against the Applicant Companies or by any other regulatory authorities. Further, there are no petitions for winding-up or under the Insolvency and Bankruptcy Code, 2016 pending or admitted against the Applicant Companies as on the date.
The Professional for the Applicant Companies submits that as on 31[st] March

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2024, there are 10 (Ten) equity shareholders holding 1,60,00,000 Equity Shares of Rs.10/- each in the First Applicant Company. The copy of certificate of an Independent Chartered Accountant certifying list of Equity Shareholders of the First Applicant Company as on 31[st] March 2024, is annexed as Exhibit 15 (Colly.) (Page Nos. 581-583) to the Company Scheme Application. Further, the First Applicant Company have procured the consent affidavits from all its Equity Shareholders, which are annexed as Exhibit 16 (Colly.) (Page Nos. 584652) to the Company Scheme Application.

A meeting of the Equity Shareholders of the Second Applicant Company be convened and held on date and time convenient to the Chairperson of the Meeting on or before 31[st] December 2024 (so as to comply with 30 days’ timelines for issuing notices) through video conferencing or other audio-visual means and not in the physical presence of shareholders, for the purpose of considering, and, if thought fit, approving, with or without modification(s), the proposed Scheme. In addition to the above, the Second Applicant Company shall also provide the facility of remote e-voting to each of its equity shareholders to cast their vote in accordance with Rule 20 of the Companies (Management & Administration) Rules, 2014, and therefore, in accordance thereto, the remote e-voting period shall remain open for at least 3 days and shall close at 5 p.m. on the date preceding the date of meeting of equity shareholders.
In terms of the meeting to be convened of equity shareholders of Second Company, it is hereby directed as under:
i. At least 30 (thirty) clear days before the meeting of the equity shareholders of the Second Applicant Company, a notice in the prescribed form CAA.2, indicating the place, day, date, and time of convening the said meeting, together with a copy of the Scheme and a statement disclosing all material facts as required under Section 230(3)

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of the Companies Act, 2013, read with Rule 6 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016, shall be sent to the equity shareholders who are holding shares at least 7 (seven) days prior to the dispatch of the notice to the equity shareholders. The notice will be sent either by electronic mail (to those shareholders whose e-mail addresses are available) or by registered post, air mail, courier, speed post, or hand delivery (for those whose e- mail addresses are not available), as per the records of the Second Applicant Company.

ii. That at least 30 clear days before the said meeting of the concerned equity shareholders of the Second Applicant Company, to be held as aforesaid, an advertisement of notice in prescribed Form No. CAA.2 as per Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, indicating the place, day, date and time of convening the said meeting of the equity shareholders of Second Applicant Company, stating that the copies of the Scheme and the statement required to be furnished pursuant to Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 shall be obtained free of charge at the registered office of the Second Applicant Company, be published one each in ‘Business Standard’ in English language and the translation thereof in ‘Navshakti’ in Marathi language both having circulation in Mumbai.
The Second Applicant Company undertakes to:
i. Issue notice convening meeting of the Equity Shareholders as per Form No. CAA.2 (Rule 6) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016;

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ii. Issue statement containing all the particulars as per Section 230 of the Companies Act, 2013; and
iii. Advertise the notice convening meeting as per Form No. CAA.2 (Rule 7) of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016.

The undertaking is accepted.

Mr. Pranay Luniya (email ID: [email protected] and contact no. +919753589149), Practicing Chartered Accountant or failing him Mr. Akshay Luniya, Practising Chartered Accountant (email ID: [email protected] and contact no. +91-9967519795) or any other partners from Luniya & Company, Chartered Accountants, shall be the Chairperson for the meeting of the equity shareholders of the Second Applicant Company. The fees of the chairperson shall be Rs. 75,000/- (Rupees SeventyFive Thousand only) for the purpose indicated and shall be borne by the Second Applicant Company. The arrangement of the meeting and voting there at shall be organized by the Second Applicant Company at its expense and in the manner, as decided mutually with the Chairperson.
Mrs. Divya Momaya, Partner of M/s. D. S. Momaya & Co. LLP, Company Secretaries, Membership No. FCS 7195, COP no. 7885, having office at Office No.207, Building 3, Sector III, MBP Road, Millenium Business Park, Mahape, Navi Mumbai, Maharashtra 400710, Practicing Company Secretary, failing him Mr, Surendra Vyas, Practicing Company Secretary shall act as the Scrutinizer of the meeting. The fees for the Scrutinizer shall be Rs. 20,000/- (Rupees Twenty Thousand only) for their service.
The Chairperson appointed for the aforesaid meeting of the Second Applicant Company to issue the advertisement and send out the notices of the meeting of

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the Equity Shareholders. The said Chairperson of Second Applicant Company shall have all powers under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, as may be applicable for meeting of Equity Shareholders convened and held through video conferencing or other audiovisual mode, in relation to the conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including, an amendment to the Scheme or resolution, if any, proposed at the meeting by any Equity Shareholder.

The quorum for the aforesaid meeting of the Equity Shareholders of the Second Applicant Company shall be as prescribed under Section 103 of the Companies Act, 2013. If the quorum is not present within half an hour from the time appointed for the holding of the meeting, the members present shall be the quorum and the meeting shall be held.
The value and number of the equity shares of each equity shareholder of Second Applicant Company shall be in accordance with the books/ register of the Second Applicant Company or depository records which should be dated not earlier than 7 days from date of meeting of equity shareholders and where the entries in the books/ register/ depository records are disputed, the Chairperson of the meeting shall determine the value for the purpose of the aforesaid meeting and his/her decision in that behalf would be final.
The Chairperson of the meeting as aforesaid, shall file a compliance affidavit not less than 7 (Seven) days before the date fixed for holding of the meeting of the Equity Shareholders of the Second Applicant Company and report to this Tribunal that the directions regarding the issue of notices and advertisements have been duly complied with, as per Rule 12 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

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The voting for the meeting of the Equity Shareholders of the Second Applicant Company on the proposed Scheme shall be allowed by mechanism of e-voting by shareholders or by their respective authorized representative. The voting by authorized representative, in case of a body corporate be permitted, provided that the authorization duly signed by the person entitled to attend and vote at the meeting is filed with the Second Applicant Company respectively, in physical or electronic mode, at its registered office or emailed to the Company Secretary at [email protected] or to the scrutinizer, at least 48 (Forty-Eight) hours before the aforesaid meeting, as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Chairperson(s) of the meeting shall report to this Tribunal, the result of the aforesaid meeting within 30 (Thirty) days of the conclusion of the said Meeting of the Equity Shareholders of the Second Applicant Company respectively, and the said report shall be verified by the undertaking as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Professional for the Applicant Companies submits that as on 31[st] March 2024, there are 2 (Two) preference shareholders holding 2,70,000 Preference Shares of Rs.100/- each in the First Applicant Company. The copy of certificate of an Independent Chartered Accountant certifying list of Preference Shareholders of the First Applicant Company as on 31[st] March 2024, is annexed as Exhibit 19 (Page Nos. 655-657) to the Company Scheme Application. Further, the First Applicant Company have procured the consent affidavits from all its Preference Shareholders, which are annexed as Exhibit 21 (Colly.) (Page Nos. 661-670) to the Company Scheme Application.
The Professional for the Applicant Companies submits that as on 31[st] March 2024, there is 1 (One) preference shareholder holding 6,92,480 Preference

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Shares of Rs.100/- each in the Second Applicant Company. The copy of certificate of an Independent Chartered Accountant certifying list of Preference Shareholders of the Second Applicant Company as on 31[st] March 2024, is annexed as Exhibit 20 (Page Nos. 658-660) to the Company Scheme Application. Further, the First Applicant Company have procured the consent affidavit from its Sole Preference Shareholder, which is annexed as Exhibit 22 (Page Nos. 671-675) to the Company Scheme Application.

In view of the facts that all the preference shareholders of the respective Applicant Companies have given their consent affidavits, the meetings of the preference shareholders of the Applicant Companies are hereby dispensed with.
The Professional for the Applicant Companies submits that as on March 31, 2024, there is 1 (One) Secured Creditor in the First Applicant Company amounting to Rs. 16.60 Lakhs, which is in the nature of Cash Credit Account and Covid Loan provided by the Bank as a working capital facility. The copy of certificate of an Independent Chartered Accountant certifying list of Secured Creditors of the First Applicant Company as on March 31, 2024 for the First Applicant Company, is annexed as Exhibit 25 (Page Nos. 678-680) to the Company Scheme Application. The Professional for the Applicant Companies further submits there is no compromise and / or arrangement envisaged in the Scheme with the secured creditors of the First Applicant Company. Furthermore, there is no dilution in security / asset cover provided to the Secured Creditors who will continue to hold charge over the respective assets post sanctioning of the Scheme. The Secured Creditors of the First Applicant Company are also not likely to be affected by the approval of the Scheme since there will be no reduction in claims of the Secured Creditors of the First Applicant Company. Further, the rights of Secured Creditors of the First Applicant Company will not be affected by the proposed Scheme. Further, the First Applicant Company undertakes to submit the consent affidavits or no dues

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certificate, if the Secured Creditors are paid-off, from all its Secured Creditors, before the date of final hearing. Therefore, in view of above, the First Applicant Company prays for directions from this Hon’ble Tribunal to dispense with holding of meeting of the Secured Creditors.

The Professional for the Applicant Companies submits that as on 31[st] March 2024, there are 7 (Seven) Secured Creditors in the Second Applicant Company amounting to Rs. 1,601.15 Lakhs. The copy of certificate of an Independent Chartered Accountant certifying list of Secured Creditors of the Second Applicant Company as on 31[st] March 2024 for the Second Applicant Company, is annexed as Exhibit 26 (Page Nos. 681-683) to the Company Scheme Application. The Professional for the Applicant Companies further submits there is no compromise and / or arrangement envisaged in the Scheme with the Secured Creditors of the Second Applicant Company. Furthermore, there is no dilution in security / asset cover provided to the Secured Creditors who will continue to hold charge over the respective assets post sanctioning of the Scheme. The Secured Creditors of the Second Applicant Company are also not likely to be affected by the approval of the Scheme since there will be no reduction in claims of the Secured Creditors of the Second Applicant Company. Further, the rights of Secured Creditors of the Second Applicant Company will not be affected by the proposed Scheme. Further, the Second Applicant Company undertakes to submit the consent affidavits or no dues certificate, if the Secured Creditors are paid-off, from all the Secured Creditors, before the date of final hearing. Therefore, in view of above, the Second Applicant Company prays for directions from this Hon’ble Tribunal to dispense with holding of meeting of the Secured Creditors of Second Applicant Company.
The Professional for the Applicant Companies submits that as on 31[st] March 2024, there are 393 (Three Hundred and Ninety-Three) Unsecured Creditors in the First Applicant Company amounting to Rs. 46,61,31,435.09 (Rupees Forty-

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Six Crores Sixty-One Lakhs Thirty-One Thousand Four Hundred Thirty-Five and Paise Nine). The copy of certificate of an Independent Chartered Accountant certifying list of Unsecured Creditors of the First Applicant Company as on 31[st] March 2024 is annexed as Exhibit 27 (Page Nos. 721-733) to the Company Scheme Application. The Professional for the Applicant Companies further submits that the Unsecured Creditors of the First Applicant Company are not in any manner affected by the approval of the Scheme nor is there any compromise or arrangement envisaged in the Scheme with the Unsecured Creditors of the First Applicant Company. Further, the rights of the Unsecured Creditors of the First Applicant Company are not affected since there will be no reduction in their claims and the First Applicant Company shall discharge its claims in due course of business since there is no arrangement or compromise proposed with any of the Unsecured Creditors as contemplated under Section 230(1)(b) and not in accordance with the provisions of Section 230(1)(a) of the Act as there is no Compromise and/or Arrangement with the Unsecured Creditors as no sacrifice is called for. Further, the assets of the Applicant Companies, post scheme of arrangement, will be sufficient to discharge its claims. Therefore, in view of above, the First Applicant Company prays for directions from this Hon’ble Tribunal to dispense with holding of meeting of the Unsecured Creditors.

The Professional for the Applicant Companies submits that as on 31[st] March 2024, there are 1,237 (Twelve Hundred Thirty-Seven) Unsecured Creditors in the Second Applicant Company amounting to Rs. 40,11,65,881.46 (Rupees Forty Crores Eleven Lakhs Sixty-Five Thousand Eight Hundred Eighty-One and Paise Forty-Six). The copy of certificate of an Independent Chartered Accountant certifying list of Unsecured Creditors of the Second Applicant Company as on 31[st] March 2024 is annexed as Exhibit 31 (Page Nos. 734-760) to the Company Scheme Application. The Professional for the Applicant Companies further submits that the Unsecured Creditors of the Second

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IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – V

C.A.(CAA) / 165 (MB) / 2024

Applicant Company are not in any manner affected by the approval of the Scheme nor is there any compromise or arrangement envisaged in the Scheme with the Unsecured Creditors of the Second Applicant Company. Further, the rights of the Unsecured Creditors of the Second Applicant Company are not affected since there will be no reduction in their claims and the Second Applicant Company shall discharge its claims in due course of business since there is no arrangement or compromise proposed with any of the Unsecured Creditors as contemplated under Section 230(1)(b) and not in accordance with the provisions of Section 230(1)(a) of the Act as there is no Compromise and/or Arrangement with the Unsecured Creditors as no sacrifice is called for. Further, the assets of the Applicant Companies, post scheme of arrangement, will be sufficient to discharge its claims. Therefore, in view of above, the Second Applicant Company prays for directions from this Hon’ble Tribunal to dispense with holding of meeting of the Unsecured Creditors.

The Professional for the Applicant Companies submits that there are no corporate guarantees given by the Applicant Companies.
The Professional for the Applicant Companies submits that the Applicant Companies undertake that the present Scheme is not an arrangement with their Secured Creditors or Unsecured Creditors and that the rights of the Secured Creditors or Unsecured Creditors of the Applicant Companies will not be affected and all the Secured Creditors or Unsecured Creditors would be paid off as per their terms of payment or in the ordinary course of business, as the case may be. The Applicant Companies shall continue to be owned and controlled by the same group, the Applicant Companies undertakes to protect the interest of their creditors & contingent liabilities (if any) and no prejudice shall be caused to any of the Creditors or any other contingent liabilities, as a result of the Scheme to the end and effect that the Second Applicant Company will take care of its dues towards all the Creditors and other contingent liabilities. Further, the

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IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – V C.A.(CAA) / 165 (MB) / 2024

pre and post net-worth certificate of the Applicant Companies as on 30[th] June 2024 is filed along with the Further Affidavit in support of the Company Scheme Application as Annexure 2 (Page Nos. 42-44). The net-worth of the Applicant Companies is positive and shall continue to remain positive, post the Scheme. Hence, the scheme shall not affect the rights of the Secured Creditors and the Unsecured Creditors of the Applicant Companies. Further, the Second Applicant Company, being the Transferee Company shall continue to remain in existence.

Based on above, this Bench is of the view that since the rights of the Second Creditors and the Unsecured Creditors of the Applicant Companies will not be affected as the Applicant Companies has submitted that all the Secured Creditors and the Unsecured Creditors of the Applicant Companies would be paid off as per their terms of payment or in the ordinary course of business, as the case may be, meeting of Secured Creditors and the Unsecured Creditors can be dispensed with. Further, the Applicant Companies are directed to intimate all its Unsecured Creditors as on 31[st] March 2024 by sending notices through R.P.A.D or by Email or by speed post or by courier or hand delivery of the proposed Scheme with a direction that they may submit their representations, if any, within a period of 30 (thirty) days from the date of receipt of such intimation to the Tribunal with copy of such representations shall simultaneously be served upon the respective Applicant Companies, failing which, it shall be presumed that they have no representations to make on the proposed Scheme.
In view of the facts submitted hereinabove, this Bench hereby directs dispensation of the meetings of the equity shareholders (For First Applicant Company only), preference shareholders, secured creditors and unsecured creditors of the respective Applicant Companies.

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IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – V C.A.(CAA) / 165 (MB) / 2024

The First Applicant Company is directed to serve notices of present Application along with its enclosures upon:- (i) the Central Government through the office of Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai; (ii) Jurisdictional Registrar of Companies; (iii) concerned Income Tax Authority within whose jurisdiction the respective First Applicant Company is assessed to tax and the Nodal Authority in the Income Tax Department having jurisdiction over such authority i.e. Pr. CCIT, Mumbai, Address:- 3[rd] Floor, Aayakar Bhawan, Mahrishi Karve Road, Mumbai – 400 020, Phone No. 022-22017654 [Email: [email protected]]; (iv) concerned GST Authority within whose jurisdiction the respective First Applicant is assessed to tax; and (v) the Official Liquidator, High Court, Bombay (for First Applicant Company only); pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with a direction that they may, if they so wish, submit their representations, if any, within a period of thirty days (30) from the date of receipt of such notice, to the Tribunal with copy of such representations shall simultaneously be served upon the respective Applicant Companies failing which, it shall be presumed that the authorities have no representations to make on the proposed Scheme.
The Second Applicant Company is directed to serve notices of present Application along with its enclosures upon:- (i) the Central Government through the office of Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai; (ii) Jurisdictional Registrar of Companies; (iii) concerned Income Tax Authority within whose jurisdiction the Second Applicant Company is assessed to tax and the Nodal Authority in the Income Tax Department having jurisdiction over such authority i.e. Pr. CCIT, Mumbai, Address:- 3[rd] Floor, Aayakar Bhawan, Mahrishi Karve Road, Mumbai – 400 020, Phone No. 02222017654 [Email: [email protected]]; (iv) Securities and Exchange Board of India (SEBI); (v) BSE Limited and (vi) concerned GST

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IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – V

C.A.(CAA) / 165 (MB) / 2024

Authority within whose jurisdiction the respective Second Applicant Company is assessed to tax, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with a direction that they may, if they so wish, submit their representations, if any, within a period of thirty days (30) from the date of receipt of such notice, to the Tribunal with copy of such representations shall simultaneously be served upon the Second Applicant Company failing which, it shall be presumed that the authorities have no representations to make on the proposed Scheme.

The Professional for the Applicant Companies further clarifies that the Applicant Companies will file the Company Scheme Petition and comply with the provision of service of notices upon all the regulatory authorities (directed hereinabove) and creditors (wherever applicable).
That the Applicant Companies to file an Affidavit of Service with this Tribunal for the service of notice to the regulatory authorities as stated above and do report to this Tribunal that the direction(s) regarding the issue of notices have been duly complied with.
Ordered accordingly.

Sd/Sd/MADHU SINHA REETA KOHLI MEMBER (TECHNICAL) MEMBER (JUDICIAL) /Shubham/

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Annexure 15

K-

Batliboi Ltd.

Legal & Secretarial Department Regd. & Corporate Office : Bharat House, 5th Floor, 104, Bombay Samachar Marg. 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

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BATLIBOl
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It is hereby certified that the draft Scheme of Amalgamation involving Batliboi Environmental Engineering Limited { Transferor Company " into Batliboi Limited (" Transferee Company" ) does not, in any way violate, override or limit the provisions of securities laws or requirements of the Stock Exchangejs) and the same is in compliance with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June, 2023 (" SEBI Circular" ), including the following:

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51. Reference Particulars Status
1 Regulations 17 to 27 Corporate governance Complied
of LODR Regulations requirements
2 Regulation 11 of LODR Compliance with securities laws Complied
Regulations
Requirements of this circular
Submission of documents to Stock Complied
(a) Para { l){ A)(2)
Exchanges
(b) Para (l){ A)(2) Conditions for schemes of Complied
arrangement involving
unlisted entities
(c) Para (l)(A)(4) (a) Submission of Valuation Report Complied
(d) Para{ l){ A)(5) Auditors certificate Complied
regarding compliance with
Accounting Standards
(e) Para(l)(A)(9) Provision of approval of To be Complied
public shareholders
through e-voting
0
\ M
Pooja Sawant Sanjlvl oshi
Company Secretary Managing Director
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BATLIBOl
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Certified that the transactions/accounting treatment provided in the draft Composite Scheme of Amalgamation involving Batliboi Environmental Engineering Limited (" Transferor Company" ) into Batliboi Limited (" Transferee Company" ) are in compliance with all the Accounting Standards applicable to a listed entity.

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\ & o/ ;
03T. O
Ghanshyam ChechanI ,
Chief Financial Officer Managing Director.
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Annexure 16

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Annexure 17

Batliboi Ltd.

The Manager, Listing Department BSE Limited, Ph i roz e Jeeja bhoy T owe rs, Dalai Street, Fort, Mumbai-400001

Legal & Secretarial Department Regd. & Corporate Office : Bharat House, 5th Floor, 104, Bombay Samachar Marg, Fort, Mumbai - 400 001. India

Phone ; + 91 (22) 6637 8200 Fax : + 91 (22)2267 5601 E-mail : legal@ batliboi.com Web. : www.batiiboi.com CIN ; L52320MH1941PLC003494

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BATLIBOI
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BSE Scrip Code: 522004
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Dear Sir,

Sub: Replies to the remark issued by the BSE pursuan t o the proposed merger scheme application filing with BSE for obtaining NOC for the draft Scheme of Amalgamation proposed to be filed under Sections 230-232 of the Companies Act, 2013, as may be applicable for Amalgamation of (by wav of merger) Batliboi Environmental Engineering Limited (" BEEL or ^ Transferor Company* ) with and into Batliboi Limited (" Transferee Company" ).

In cases of Demerger, Apportionment of losses of the listed company among the companies involved in the scheme?

Reply: In the proposed scheme of arrangement there is no demerger involved and hence the above question is not applicable.

Details of assets, liabilities, revenue and net worth of the Companies involved in the scheme, both
pre and post scheme of arrangement, along with a write up on the history of the demerged Undertaking/Transferor Company certified by Chartered Accountant (CA)

Reply: Details of assets, liabilities, revenue and net worth of the Batliboi and BEEL involved in the scheme, both pre and post-scheme of arrangement, along with a write-up on the history of the Transferor Company certified by Chartered Accountant is attached herewith in Annexure 'A and B" respectively.

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BATLIBOl

Any type of arrangement or agreement between the[demerged company/resulting] company/merged/amalgamated company/ creditors / shareholders / promoters / directors/etc., which may have any implications on the scheme of arrangement as well as on the shareholders of the listed entity

Reply: As there was one prior Scheme of Amalgamation of Batliboi SPM Pvt. Ltd with Batliboi Limited In the year 2007, wherein, there are no adverse implications on the scheme of arrangement as well

as on the shareholders of Batliboi Limited. Additionally, It is also clarified that there is no likelihood that the interests of any shareholder or creditors of any of the Transferor Company or the Transferee Company would be prejudiced as a result of the Scheme. The Scheme does not affect the rights of the creditors of the Transferor Company or the Transferee Company. There will not be any reduction in amounts payable to the creditors of the Transferor Company or the Transferee Company, nor there shall be any change in terms with creditors which are adverse to their Interest, pursuant to the sanctioning of this Scheme.

In the cases of Capital reduction, reasons along with relevant provisions of Companies Act, 2013 or applicable laws for proposed utiliz ation of reserves viz . Capital Reserve, Capital Redemption Reserve, Securities premium, as a free reserve, certified by CA.

Reply: In the proposed scheme of arrangement, there is no capital reduction and hence the above question is not applicable.

In the cases of Capital reduction, Built up for reserves viz . Capital Reserve, Capital Redemption Reserve, Securities premium, certified by CA.
Reply: In the proposed scheme of arrangement, there is no capital reduction and hence the above question is not applicable.
In the cases of Capital reduction. Nature of reserves viz . Capital Reserve, Capital Redemption Reserve, whether they are notional and/or unrealiz ed, certified by CA

Reply: In the proposed scheme of arrangement, there Is no capital reduction and hence the above question is not applicable.

In the cases of Capital reduction, the built up of the accumulated losses over the years, certified by CA.

Reply: In the proposed scheme of arrangement, there is no capital reduction and hence the above question is not applicable.

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BATLIBOl

Relevant sections of Companies Act, 2013 and applicable Indian Accounting Standards and Accounting treatment, certified by CA

Reply: Amalgamation of the Transferor Company with the Transferee Company shall be accounted in

the books of the Transferee Company for by way of as per " Pooling of Interests Method" under Appendix C of Ind-AS 103 (Accounting for Business Combinations) and any other relevant Indian Accounting Standard prescribed under Section 133 of the Act which is specified in para 11 of the draft scheme. However, such accounting treatment Is duly examined by the Statutory Auditor of the Transferee Company is attached herewith in " Annexure C"

In case of Composite Scheme, details of shareholding of companies involved in the scheme at each stage.

Reply: Details of the Shareholding of the Transferor Companies and the Transferee Companies at

each stage are attached herewith in " Annexure D.

lO.Whether the Board of unlisted Company has taken the decision regarding issuance of Bonus shares. If yes provide the details thereof.

Reply: No, the Board of the Unlisted Company has not taken the decision regarding Issuance of the Bonus Shares.

ll.List of comparable companies considered for comparable companies' multiple method, if the same method is used in valuation.

Reply: Due to no listed comparable company/transaction in India and difference in siz e, scale, government regulations and geography between the Batliboi Environmental Engineering Limited (" Transferor Company" or " BEEL" ) and overseas publicly listed companies and Batliboi Limited (" Transferee Compan/'), since the present nature or siz e of operations, financial parameters, etc. of the Transferee Company may not be comparable with those of the benchmark companies. Hence, such Comparable Companies Multiple (" CCM" ) Method and Comparable Transaction Multiple (" CTM" ) Method are not adopted for the valuation of Transferor and Transferee Companies.

12.Share Capital built-up in case of scheme of arrangement Involving unlisted entity/entities, certified by CA.

Reply: Share Capital Buildup of Batliboi Environmental Engineering Limited ('Transferor Company" or BEEL" ) which is an unlisted entity certified by CA is attached herewith in Annexure 'E'.

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BATLIBOl

IS.Any action taken/pending by Govt./Regulatory body/Agency against all the entities involved in the scheme for the period of recent 8 years.
Reply: There are no actions taken against the Transferor Company and the Transferee Company by the Government / Regulatory Body / Agency involved in the scheme for the period of recent 8 years.
14.Comparison of revenue and net worth of demerged undertaking with the total revenue and net worth of the listed entity in last three financial years.
Reply: The above question is irrelevant to us, as it is a matter of the Scheme of Arrangement by way of a Merger and not a Demerger.
15.Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the draft scheme of arrangement by the Board of Directors of the listed company

Reply:

I. Valuation Approach for the Equity Shareholders of BEEL: Income Approach Is more appropriate for the current valuation of the exercise for arriving at fair relative value per equity share of Batliboi Environmental Engineering Limited (" Transferor Company" or " BEEL" ), its reason for not opting other method is as follows:
(a) Market Price Method: Since the BEEL is not listed on any stock exchange, the market price of the equity share of the BEEL is not available and the said method Is not applicable
(b) Comparable Companies Multiple (" CCM" ) Method and Comparable Transaction Multiple (" CTM" ) Method: Due to no listed comparable company/transaction in India and difference in siz e, scale, government regulations and geography between the BEEL and overseas publicly listed companies. Hence, such method is not adopted
II. Valuation Approach for RPS holders of BEEL: Draft terms of RPS proposed to be issued to existing RPS holders of BEEL, which shall have exactly same terms as that of existing RPS of BEEL. Hence, the same number of RPS of Batliboi with same terms attached thereof as BEEL shall be issued as consideration for amalgamation of BEEL with Batliboi under the proposed Scheme.
III. Valuation Approach for the Equity Shareholders of Batliboi: As Batliboi is listed on BSE, it is thought fit to consider value per equity share of Batliboi Limited as per 'Market Price Method' in compliance with the Preferential Issue of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for frequently traded shares listed on a recognised stock exchange as on the relevant date, its reason for not opting other method is as follows:

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BATLIBOl

(a) Asset Approach Method: The valuation exercise is[undertaken on a going concern basis and] the value of assets may not provide true reflection of the earning capacity of Batliboi Limited. Hence, such method is not adopted

(b) Comparable Companies Multiple (" CCM" ) Method and Comparable Transaction Multiple

(" CTM" ) Method: Since the present nature or siz e of operations, financial parameters, etc. of the Batliboi Limited may not be comparable with those of the benchmark companies. Also, under the CTM Method, the value of shares / business of a company is determined based on market multiples of publicly disclosed transactions in the similar space as that of Batliboi Limited. Due to different purposes of investments, transaction rationale and synergy benefits, different control premiums and minority discounts are embedded in the transaction values. Due to lack of information on premium and discount of comparable transactions. Hence, such method is not adopted.

16.ln case of Demerger, basis for division of assets and liabilities between divisions of Demerged entity

Reply: The above question is irrelevant to us, as it is a matter of the Scheme of Arrangement by way of a Merger and not a Demerger.

I7.H0W the scheme will be beneficial to public shareholders of the Listed entity and details of change in value of public shareholders pre and post scheme of arrangement

Reply: The proposed merger will leverage assets for a stronger and more sustainable business. Combining net worth, capabilities, expertise, and land parcels will promote business activities and fundraising. The consolidation will lead to effective management and operational synergies. The merged entity's robust financial strength will unlock significant growth opportunities, ultimately benefiting shareholders and adding substantial value to their investments. The Scheme also ensures that the interests of shareholders and creditors from both the Transferor and Transferee Companies will not be prejudiced. It will not impact their rights, amounts payable, or terms with creditors, maintaining their interests and agreements intact. Furthermore, the details of the change in the value of the public shareholders' pre and post-scheme of arrangement are attached herewith in the 'Annexure F"

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BATLIBOl
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IS.Tax/other liability/benefit arising to the entities involved In the scheme, if any

Reply: All taxes paid or payable by the Transferor Company in respect of the operations and / or profits of the business before the Appointed Date and from the Appointed Date till the Effective Date, shall be on account of the Transferor Company and In so far as It relates to the tax payment by the Transferor Company In respect of the profits or activities or operation of the business after the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company and shall in all proceedings be dealt with accordingly which is also mentioned in the para 13.3 of the draft Scheme of Amalgamation.

IS.Comments of the Company on the Accounting treatment specified in the scheme to conform whether it is in compliance with the Accounting Standards/Indian Accounting Standards

Reply: The Accounting treatment which is accounted in the books of the Transferee Company for by way of as per " Pooling of Interests Method" under Appendix C of Ind-AS 103 (Accounting for Business Combinations) and any other relevant Indian Accounting Standard prescribed under Section 133 of the Act which is specified In para 11 of the draft scheme Is in compliance with the Indian Accounting Standard.

20.lf the Income Approach method used in the Valuation, Revenue, PAT and EBIDTA (in value and percentage terms) details of entities involved in the scheme for all the number of years considered for valuation. Reasons justifying the EBIDTA/PAT margin considered in the valuation report

Reply:

(a) Working of Batliboi as follows:

Particulars	IJan 24 to 31	31-03-2025	31-03-2026	31-03-2027	31-03-2028
	Mar 24
Revenue	29,232.82	32,102.86	35,485.23	39,227.58	43,368.63
(in Lakhs)
EBITDA %	9.24%	9.44%	10.30%	11.19%	12.04%
PAT%	2.41%	5.41%	5.80%	6.13%	6.95%

(b) Working of BEEL as follows:

Particulars	1 Jan 24 to 31	31-03-2025	31-03-2026	31-03-2027	31-03-2028
	Mar 24
Revenue	5,033.64	20,172.57	28,233.60	39,519.04	47,418.85
(in Lakhs)
EBITDA %	10.16%	8.53%	9.37%	10.12%	10.02%
PAT%	7.13%	6.08%	6.80%	7.47%	7.46%

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BATLIBOl

21.Confirmation that the valuation done in the scheme is in accordance with applicable valuation standards

Reply: It is hereby confirmed that the valuation done in the scheme is in accordance with Part - I (A)(4)(a) of SEBt Master circular No. SEB! /HO/CFD/POD-2/P/CIR/20[23/93 dated 20‘ ^][ June, 2023.]

22.Confirmation that the scheme is in compliance with the applicable securities laws.

Reply: It is hereby confirmed that the draft Scheme of Amalgamation of (by way of merger) Batliboi Environmental Engineering Limited (" BEEL" or " Transferor Company" ) with and into Batliboi Limited (" Transferee Company" ) is in accordance under Sections 230-232 of the Companies Act, 2013, rules and regulations made thereunder of the Companies Act, 2013

23.Confirmation that the arrangement proposed in the scheme is yet to be executed.

Reply: It is hereby confirmed that the Board meeting[held on 06*][’ ’ March 2024 had resolved that the] Company has proposal to explore and evaluate fund-raising from identified investors in the Company by way of issue and allotment of equity shares on preferential basis in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Companies Act, 2013, as amended, and pursuant to shareholders' resolution dated March 29, 2024, and in-principal approval received from the BSE Limited on March 28, 2024 following receipt of the entire Equity Share subscription consideration amounting to INR 59,74,64,000/- (Rupees Fifty Nine Crores Seventy Four Lakh Sixty Four Thousand only) from the identified allottees (under non-promoter category) into the bank account of the Company, the Board of Directors of the Company has passed a circular resolution dated April 12, 2024 for allotment of equity shares on preferential basis, up to 52,64,000 (Fifty Two Lakh Sixty Four Thousand) equity shares of face value of INR 5/- (Rupees Five each (" Equity Shares" ) at a price of at a price of Rs. 113.50/- (Rupees One Hundred Thirteen Decimal Fifty only), per Equity Share aggregating to Rs. INR 59,74,64,000/- (Rupees Fifty Nine Crores Seventy Four Lakh Sixty Four Thousand only), to identified allottee for which return of allotment and any other necessary documents is yet to be executed with the Registrar of Companies.

For BATLIBOI LIMITED

(Company Secretary and Compliance Officer)

Place: Mumbai Date: IS* April, 2024

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1 Name of Listed Entity : BATLIBOI LIMITED
2 Script Code and name : BATLIBOI , BSE - 522004
3 Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c)
a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Pre-Amlagamation Shareholding pattern of Transferee Company ("Batliboi Limited as on 22nd March 2024 (with PAN)

		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	Yes	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has equity shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

Note:

Batliboi in its Board meeting held on 12th April 2024 has approved 52,64,000 (Fifty-Two Lakhs Sixty Four Thousand) equity shares of Face Value of INR 5/- each at an issue price of Rs. 113.50 (Rupees One Hundred Thirteen Decimal Five Zero only) to 40 identified allottes as per the provisions outlined in Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and the relevant provisions of the Companies Act, 2013 and the same effect has been taken for the working of Shareholding pattern of pre and post under

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)	2,15,10,567	1,27,99,317	-	-	-	3,43,09,884
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Shareholding as a % assuming full conversion of convertible		securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-	-	-	-	-
No of shares underlying outstanding convertible		Securities (including warrants) (X)	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Voting Rights	62.69%	37.31%	-	-	-	100%
	No of voting Rights	Total	2,15,10,567	1,27,99,317	-	-	-	3,43,09,884
		Class Y	-	-	-	-	-	-
		Class X	2,15,10,567	1,27,99,317	-	-	-	3,43,09,884
Shareholding as a % of total no. of shares (Calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)			62.69%	37.31%	-	-	-	100%
Total Nos. shares held (VII = IV+V+VI)			2,15,10,567	1,27,99,317	-	-	-	3,43,09,884
Nos. of shares underlying Depository Receipts (VI)			-	-	-	-	-	-
No. of partly paid-up equity shares held (V)			-	-	-	-	-	-
No. of fully paid up equity shares held (IV)			2,15,10,567	1,27,99,317	-	-	-	3,43,09,884
Nos. of share holders (III)			12	10,071	-	-	-	10,083
Category of shareholder (II)			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

457

Batliboi Ltd.

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)		1,30,51,567	1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	-	-	14,59,000	6,18,200	6,00,000	2,40,800	-	70,00,000	2,15,10,567		-	-	-	-	-	-	-	2,15,10,567
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion of convertible		securities(as a percentage of diluted share capital)		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible		Securities (including warrants) (X) (XI)=(VII)+(X) as a % of		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights		38.04%	34.19%	2.45%	1.32%	0.05%	0.01%	0.01%	0.01%	0.00%	0.00%	0.00%		4.25%	1.80%	1.75%	0.70%	0.00%	20.40%	62.69%		0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	62.69%
	No of voting Rights	Total		1,30,51,567	1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	-		14,59,000	6,18,200	6,00,000	2,40,800	-	70,00,000	2,15,10,567		-	-	-	-	-	-	-	2,15,10,567
		Class Y		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		Class X		1,30,51,567	1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	-		14,59,000	6,18,200	6,00,000	2,40,800	-	70,00,000	2,15,10,567		-	-	-	-	-	-	-	2,15,10,567
Shareholding % calculate as per SCRR 1957		As a % of (A+B+C2) (VIII)		38.04%	34.19%	2.45%	1.32%	0.05%	0.01%	0.01%	0.01%	0.00%	-	-	-	4.25%	1.80%	1.75%	0.70%	-	20.40%	62.69%		-	-	-	-	-	-	-	62.69%
Total Nos. shares held (VII = IV+V+VI)				1,30,51,567	1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	-	-	14,59,000	6,18,200	6,00,000	2,40,800	-	70,00,000	2,15,10,567		-	-	-	-	-	-	-	2,15,10,567
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				1,30,51,567	1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	-	-	14,59,000	6,18,200	6,00,000	2,40,800	-	70,00,000	2,15,10,567		-	-	-	-	-	-	-	2,15,10,567
No. of shareh olders (III)				8	1	1	1	1	1	1	1	1	-	-	-	3	1	1	1	-	1	12		-	-	-	-	-	-	-	12
PAN (II)					AACPB4431A	AAEPB9579R	AACPB4278R	AAEPB9818K	ACVPA2211Q	AETPA9665C	AHKPA9629A	AEOPG5583J					AAACN1778K	AACCP4986F	AAACB1516D		AACTB5484F
Entity type i.e. promoter OR promoter group entity (except promoter)					PROMOTER	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP					PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP		PROMOTER GROUP
Category and Name of the shareholders (I)			Indian	Individuals/Hindu Undivided Family	NIRMAL PRATAP BHOGILAL	SHEELA BHOGILAL	KABIR BHOGILAL	MAYA BHOGILAL	DHARINI B. ANAND	CHITRA ASHOKKUMAR	FARAH BHOGILAL	DARSHANA BHOGILAL GUPTA	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	NIRBHAG INVESTMENTS PVT LTD	PRAMAYA SHARES AND SECURITIES PVT LTD	BHAGMAL INVESTMENTS PVT LTD	NBFC Registered with RBI	Bhogilal FamilyTrust	Sub Total(A)(1)	Foreign	Individuals (Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total(A)(2)	Total Shareholding of Promoter and Promoter Group(A)=(A)(1)+(A)(2)
			1	(a)									(b)	(c)	(d)	(d)(i)				(d)(ii)	(d)(iii)		2	(a)	(b)	(c)	(d)	(e)	(e)(i)

458

Batliboi Ltd.

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Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : BATLIBOI LIMITED Script Code and name : BATLIBOI , BSE - 522004 Period as on 22.03.2024

Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. No. of shareholders No of Shares held Nil

459

Batliboi Ltd.

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Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-
				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-
	Sub- category (i)			-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-
Number of equity shares held in		dematerializ ed form (XIV)		-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500.00	-	-	3630413	3821015	495000	389625	294243	910931	846970	0	0	3070901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,240	1,27,99,317
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as a % of Total voting rights			-	-	-	0.00%	-	-	-	-	-	-	-	-	0		-	-	-	0.07%	-	-	-	-	-	-	-	0.07%		-	-	-	-	-	-		-	-	-	0.00%	-	-	10.58%	11.14%	1.44%	1.14%	0.86%	2.66%	2.47%	-	-	8.95%	3.90%	0.29%	361%	. -	-	-	-	0.00%	37.23%	37.31%
	No of voting Rights	Total		-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,015	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,240	1,27,99,317
		Class Y		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	0	-	-	-	-	-	-	-	0.07%		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,015	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,240	1,27,99,317
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	0.00%	-	-	-	-	-	-	-	-	0.00%		-	-	-	0.07%	-	-	-	-	-	-	-	0.07%		-	-	-	-	-	-		-	-	-	0.00%	-	-	10.58%	11.14%	1.44%	1.14%	0.86%	2.66%	2.47%	-	-	8.95%	3.90%	0.29%	361%	. -	-	-	-	0.00%	37.23%	37.31%
Total Nos. shares held (VII = IV+V+VI)				-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,015	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,240	1,27,99,317
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,015	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,240	1,27,99,317
No. of shareh olders (III)				-	-	-	4	-	-	-	-	-	-	-	-	4		-	-	-	1	-	-	-	-	-	-	-	1		-	-	-	-	-	-		-	-	-	1	-	-	9657	34	0	0	0	89	-	-	-	94	191	2	188	-	-	-	-	1	10,066	10,071
PAN (II)																														Central Government/State Government(s)																ABFPN3605G	AIMPK9715G	AGHPG4408M		BIRPS2766K
Category and Name of the shareholders (I)			Institutions (Domestic)	Mutual Funds	Venture Capital Funds	Alternate Investment Funds	Banks	Insurance Companies	Provident Funds / Pension Funds	Asset Reconstruction Companies	Sovereign Wealth Funds	NBFCs registered with RBI	Other Financial Institutions	AnyOther(specify)	Qualified Institutional Buyer	Sub Total(B)(1)	Institutions (Foreign)	Foreign Direct Investment	Foreign Venture Capital Investors	Sovereign Wealth Funds	Foreign Portfolio Investors CategoryI	Foreign Portfolio Investors CategoryII	Overseas Depositories (holding DRs)(balancingfigure)	AnyOther(specify)	FII	Foreign Banks	Foreign Portfolio Investors CategoryIII	AnyOther	Sub Total(B)(2)		Central Government / President of India	State Government / Governor	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter	AnyOther(specify)	OTHERS/OTHERS Promoter	Sub Total(B)(3)	Non-institutions	Associate companies / Subsidiaries	Directors and their relatives (excluding independent directors and nominee directors)	KeyManagerial Personnel	Relatives of promoters (other than immediate relatives of promoters disclosed under 'Promoter and Promoter Group' category)	Trusts where any person belonging to 'Promoter and Promoter Group' category is'trustee', 'beneficiary', or 'author of the trust'	Investor Education and Protection Fund(IEPF)	Resident Individuals holding nominal share capital upto Rs. 2 lakhs	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	ZAKI ABBAS NASSER	PANKAJ KARNAWAT	MANJU GAGGAR	Non Resident Indians(NRIs)	PARYANK RAMESH SHAH	Foreign National	Foreign Companies	Bodies Corporate	Any Other(specify)	Trusts	HUF	ClearingMember	Unclaimed Shares	Foreign Govt.	Not Mapped	Escrow Demat A/C	Sub Total(B)(4)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)			2	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(g)(i)	(g)(ii)	(g)(iii)	(g)(iv)		3	(a)	(b)	(c)	(d)			4	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)				(i)		(j)	(k)	(l)	(m)	(m)(i)	(m)(ii)	(m)(ii)	(m)(iii)	(m)(iv)	(m)(v)	(m)(vi)

460

Batliboi Ltd.

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Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : BATLIBOI LIMITED Script Code and name : BATLIBOI , BSE - 522004

Details of the shareholders acting as persons in Concert including their Shareholding: Period as on 22.03.2024

Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

461

Batliboi Ltd.

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462

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	-	-	-
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-
Partly paid-up equity	shares	held (V)	-	-	-
No. of fully paid up equity shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the shareholders	(I)		Custodian/ DR Holder p y p y	Welfare Trust under SEBI (Share Based Employee Benefits and Sweat Equity)Regulations, 2021	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(C1)	(C2)

463

Batliboi Ltd.

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Annexure B

Table VI - Statement showing foreign ownership limits Name of Listed Entity : BATLIBOI LIMITED Period as on 22.03.2024 Face Value: INR 5.00

Period as on 22.03.2024 Face Value: INR 5.00 Name of Listed Entity : BATLIBOI LIMITED
	Board approved limits %	Limits utilized %
As on shareholdingdate	100%	3.14
As on the end ofprevious 1st Quarter	100%	3.14
As on the end ofprevious 2ndquarter	100%	3.15
As on the end ofprevious 3rdquarter	100%	3.13
As on the end ofprevious 4thquarter	100%	3.14

464

Batliboi Ltd.

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1 Name of Listed Entity : BATLIBOI LIMITED
2 Script Code and name : BATLIBOI , BSE - 522004
3 Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c)
a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Pre-Amlagamation Shareholding pattern of Transferee Company ("Batliboi Limited as on 22nd March 2024 (without PAN)

		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	Yes	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has equity shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

Note:

465

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	2,15,10,567	1,27,99,317	-	-	-	3,43,09,884
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Shareholding as a % assuming full conversion	of convertible	securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-	-	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Voting Rights	62.69%	37.31%	-	-	-	100%
	No of voting Rights	Total	2,15,10,567	1,27,99,317	-	-	-	3,43,09,884
		Class Y	-	-	-	-	-	-
		Class X	2,15,10,567	1,27,99,317	-	-	-	3,43,09,884
Shareholding as a % of total no. of shares	(Calculated as	per SCRR, 1957) (VIII) As a % of (A+B+C2)	62.69%	37.31%	-	-	-	100%
Total Nos. shares held	(VII =	IV+V+VI)	2,15,10,567	1,27,99,317	-	-	-	3,43,09,884
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-	-	-	-
No. of partly paid-up	equity	shares held (V)	-	-	-	-	-	-
No. of fully paid up equity	shares	held (IV)	2,15,10,567	1,27,99,317	-	-	-	3,43,09,884
Nos. of share holders	(III)		12	10,071	-	-	-	10,083
Category of shareholder (II)			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)		1,30,51,567	1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	-	-	14,59,000	6,18,200	6,00,000	2,40,800	-	70,00,000	2,15,10,567		-	-	-	-	-	-	-	2,15,10,567
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion of convertible		securities(as a percentage of diluted share capital)		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible		Securities (including warrants) (X) (XI)=(VII)+(X) as a % of		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights		38.04%	34.19%	2.45%	1.32%	0.05%	0.01%	0.01%	0.01%	0.00%	0.00%	0.00%		4.25%	1.80%	1.75%	0.70%	0.00%	20.40%	62.69%		0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	62.69%
	No of voting Rights	Total		1,30,51,567	1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	-		14,59,000	6,18,200	6,00,000	2,40,800	-	70,00,000	2,15,10,567		-	-	-	-	-	-	-	2,15,10,567
		Class Y		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		Class X		1,30,51,567	1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	-		14,59,000	6,18,200	6,00,000	2,40,800	-	70,00,000	2,15,10,567		-	-	-	-	-	-	-	2,15,10,567
Shareholding % calculate as per SCRR 1957		As a % of (A+B+C2) (VIII)		38.04%	34.19%	2.45%	1.32%	0.05%	0.01%	0.01%	0.01%	0.00%	-	-	-	4.25%	1.80%	1.75%	0.70%	-	20.40%	62.69%		-	-	-	-	-	-	-	62.69%
Total Nos. shares held (VII = IV+V+VI)				1,30,51,567	1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	-	-	14,59,000	6,18,200	6,00,000	2,40,800	-	70,00,000	2,15,10,567		-	-	-	-	-	-	-	2,15,10,567
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				1,30,51,567	1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	-	-	14,59,000	6,18,200	6,00,000	2,40,800	-	70,00,000	2,15,10,567		-	-	-	-	-	-	-	2,15,10,567
No. of shareh olders (III)				8	1	1	1	1	1	1	1	1	-	-	-	3	1	1	1	-	1	12		-	-	-	-	-	-	-	12
PAN (II)
Entity type i.e. promoter OR promoter group entity (except promoter)					PROMOTER	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP					PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP		PROMOTER GROUP
Category and Name of the shareholders (I)			Indian	Individuals/Hindu Undivided Family	NIRMAL PRATAP BHOGILAL	SHEELA BHOGILAL	KABIR BHOGILAL	MAYA BHOGILAL	DHARINI B. ANAND	CHITRA ASHOKKUMAR	FARAH BHOGILAL	DARSHANA BHOGILAL GUPTA	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	NIRBHAG INVESTMENTS PVT LTD	PRAMAYA SHARES AND SECURITIES PVT LTD	BHAGMAL INVESTMENTS PVT LTD	NBFC Registered with RBI	Bhogilal FamilyTrust	Sub Total(A)(1)	Foreign	Individuals (Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total(A)(2)	Total Shareholding of Promoter and Promoter Group(A)=(A)(1)+(A)(2)
			1	(a)									(b)	(c)	(d)	(d)(i)				(d)(ii)	(d)(iii)		2	(a)	(b)	(c)	(d)	(e)	(e)(i)

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468

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Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-
				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-
	Sub- category (i)			-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-
Number of equity shares held in		dematerializ ed form (XIV)		-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500.00	-	-	3630413	3821015	495000	389625	294243	910931	846970	0	0	3070901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,240	1,27,99,317
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as a % of Total voting rights			-	-	-	0.00%	-	-	-	-	-	-	-	-	0		-	-	-	0.07%	-	-	-	-	-	-	-	0.07%		-	-	-	-	-	-		-	-	-	0.00%	-	-	10.58%	11.14%	1.44%	1.14%	0.86%	2.66%	2.47%	-	-	8.95%	3.90%	0.29%	361%	. -	-	-	-	0.00%	37.23%	37.31%
	No of voting Rights	Total		-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,015	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,240	1,27,99,317
		Class Y		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	0	-	-	-	-	-	-	-	0.07%		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,015	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,240	1,27,99,317
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	0.00%	-	-	-	-	-	-	-	-	0.00%		-	-	-	0.07%	-	-	-	-	-	-	-	0.07%		-	-	-	-	-	-		-	-	-	0.00%	-	-	10.58%	11.14%	1.44%	1.14%	0.86%	2.66%	2.47%	-	-	8.95%	3.90%	0.29%	361%	. -	-	-	-	0.00%	37.23%	37.31%
Total Nos. shares held (VII = IV+V+VI)				-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,015	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,240	1,27,99,317
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,015	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,240	1,27,99,317
No. of shareh olders (III)				-	-	-	4	-	-	-	-	-	-	-	-	4		-	-	-	1	-	-	-	-	-	-	-	1		-	-	-	-	-	-		-	-	-	1	-	-	9657	34	0	0	0	89	-	-	-	94	191	2	188	-	-	-	-	1	10,066	10,071
PAN (II)																														Central Government/State Government(s)
Category and Name of the shareholders (I)			Institutions (Domestic)	Mutual Funds	Venture Capital Funds	Alternate Investment Funds	Banks	Insurance Companies	Provident Funds / Pension Funds	Asset Reconstruction Companies	Sovereign Wealth Funds	NBFCs registered with RBI	Other Financial Institutions	AnyOther(specify)	Qualified Institutional Buyer	Sub Total(B)(1)	Institutions (Foreign)	Foreign Direct Investment	Foreign Venture Capital Investors	Sovereign Wealth Funds	Foreign Portfolio Investors CategoryI	Foreign Portfolio Investors CategoryII	Overseas Depositories (holding DRs)(balancingfigure)	AnyOther(specify)	FII	Foreign Banks	Foreign Portfolio Investors CategoryIII	AnyOther	Sub Total(B)(2)		Central Government / President of India	State Government / Governor	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter	AnyOther(specify)	OTHERS/OTHERS Promoter	Sub Total(B)(3)	Non-institutions	Associate companies / Subsidiaries	Directors and their relatives (excluding independent directors and nominee directors)	KeyManagerial Personnel	Relatives of promoters (other than immediate relatives of promoters disclosed under 'Promoter and Promoter Group' category)	Trusts where any person belonging to 'Promoter and Promoter Group' category is'trustee', 'beneficiary', or 'author of the trust'	Investor Education and Protection Fund(IEPF)	Resident Individuals holding nominal share capital upto Rs. 2 lakhs	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	ZAKI ABBAS NASSER	PANKAJ KARNAWAT	MANJU GAGGAR	Non Resident Indians(NRIs)	PARYANK RAMESH SHAH	Foreign National	Foreign Companies	Bodies Corporate	Any Other(specify)	Trusts	HUF	ClearingMember	Unclaimed Shares	Foreign Govt.	Not Mapped	Escrow Demat A/C	Sub Total(B)(4)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)			2	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(g)(i)	(g)(ii)	(g)(iii)	(g)(iv)		3	(a)	(b)	(c)	(d)			4	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)				(i)		(j)	(k)	(l)	(m)	(m)(i)	(m)(ii)	(m)(ii)	(m)(iii)	(m)(iv)	(m)(v)	(m)(vi)

469

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Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : BATLIBOI LIMITED Script Code and name : BATLIBOI , BSE - 522004

Details of the shareholders acting as persons in Concert including their Shareholding: Period as on 22.03.2024

Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

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471

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	-	-	-
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-
Partly paid-up equity	shares	held (V)	-	-	-
No. of fully paid up equity shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the shareholders	(I)		Custodian/ DR Holder p y p y	Welfare Trust under SEBI (Share Based Employee Benefits and Sweat Equity)Regulations, 2021	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(C1)	(C2)

472

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Annexure B

Table VI - Statement showing foreign ownership limits Name of Listed Entity : BATLIBOI LIMITED Period as on 22.03.2024

Face Value: INR 5.00

Period as on 22.03.2024 Face Value: INR 5.00 Name of Listed Entity : BATLIBOI LIMITED
	Board approved limits %	Limits utilized %
As on shareholdingdate	100%	3.14
As on the end ofprevious 1st Quarter	100%	3.14
As on the end ofprevious 2ndquarter	100%	3.15
As on the end ofprevious 3rdquarter	100%	3.13
As on the end ofprevious 4thquarter	100%	3.14

473

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1 Name of Listed Entity : BATLIBOI LIMITED
2 Script Code and name : BATLIBOI , BSE - 522004
3 Post Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Post-Amlagamation Shareholding pattern of Transferee Company ("Batliboi Limited as on 22nd March 2024 (with PAN)

		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	Yes	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has equity shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

Note:

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)	3,41,92,521	1,27,99,326	-	-	-	4,69,91,847
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Shareholding as a % assuming full conversion of convertible		securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-	-	-	-	-
No of shares underlying outstanding convertible		Securities (including warrants) (X)	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Voting Rights	72.76%	27.24%	-	-	-	100%
	No of voting Rights	Total	3,41,92,521	1,27,99,326	-	-	-	4,69,91,847
		Class Y	-	-	-	-	-	-
		Class X	3,41,92,521	1,27,99,326	-	-	-	4,69,91,847
Shareholding as a % of total no. of shares (Calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)			72.76%	27.24%	-	-	-	100%
Total Nos. shares held (VII = IV+V+VI)			3,41,92,521	1,27,99,326	-	-	-	4,69,91,847
Nos. of shares underlying Depository Receipts (VI)			-	-	-	-	-	-
No. of partly paid-up equity shares held (V)			-	-	-	-	-	-
No. of fully paid up equity shares held (IV)			3,41,92,521	1,27,99,326	-	-	-	4,69,91,847
Nos. of share holders (III)			15	10,072	-	-	-	10,087
Category of shareholder (II)			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

475

Batliboi Ltd.

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)		2,11,06,621	1,40,47,258	17,41,031	52,91,676	18,296	2,680	2,680	2,000	1,000	-	-	-	60,85,900	6,18,200	6,00,000	2,40,800	19,12,500	27,00,000	14,400	-	70,00,000	3,41,92,521		-	-	-	-	-	-	-	3,41,92,521
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion of convertible		securities(as a percentage of diluted share capital)		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible		Securities (including warrants) (X) (XI)=(VII)+(X) as a % of		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights		44.92%	29.89%	3.70%	11.26%	0.04%	0.01%	0.01%	0.00%	0.00%	0.00%	0.00%		0	1.32%	1.28%	0.51%	4.07%	5.75%	0.03%	0.00%	14.90%	72.76%		-	-	-	-	-	-	-	72.76%
	No of voting Rights	Total		2,11,06,621	1,40,47,258	17,41,031	52,91,676	18,296	2,680	2,680	2,000	1,000	-	-		60,85,900	6,18,200	6,00,000	2,40,800	19,12,500	27,00,000	14,400	-	70,00,000	3,41,92,521		-	-	-	-	-	-	-	3,41,92,521
		Class Y		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		Class X		1,30,51,567	1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	-		60,85,900	6,18,200	6,00,000	2,40,800	19,12,500	27,00,000	14,400	-	70,00,000	2,61,37,467		-	-	-	-	-	-	-	2,61,37,467
Shareholding % calculate as per SCRR 1957		As a % of (A+B+C2) (VIII)		44.92%	29.89%	3.70%	11.26%	0.04%	0.01%	0.01%	0.00%	0.00%	-	-	-	12.95%	1.32%	1.28%	0.51%	4.07%	5.75%	0.03%	-	14.90%	72.76%		-	-	-	-	-	-	-	72.76%
Total Nos. shares held (VII = IV+V+VI)				2,11,06,621	1,40,47,258	17,41,031	52,91,676	18,296	2,680	2,680	2,000	1,000	-	-	-	60,85,900	6,18,200	6,00,000	2,40,800	19,12,500	27,00,000	14,400	-	70,00,000	3,41,92,521		-	-	-	-	-	-	-	3,41,92,521
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				2,11,06,621	1,40,47,258	17,41,031	52,91,676	18,296	2,680	2,680	2,000	1,000	-	-	-	60,85,900	6,18,200	6,00,000	2,40,800	19,12,500	27,00,000	14,400	-	70,00,000	3,41,92,521		-	-	-	-	-	-	-	3,41,92,521
No. of shareh olders (III)				8	1	1	1	1	1	1	1	1	-	-	-	6	1	1	1	1	1	1	-	1	15		-	-	-	-	-	-	-	15
PAN (II)					AACPB4431A	AAEPB9579R	AACPB4278R	AAEPB9818K	ACVPA2211Q	AETPA9665C	AHKPA9629A	AEOPG5583J					AAACN1778K	AACCP4986F	AAACB1516D	AAACP2951N	AAACB4407K	AAACH2047M		AACTB5484F
Entity type i.e. promoter OR promoter group entity (except promoter)					PROMOTER	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP					PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP		PROMOTER GROUP
Category and Name of the shareholders (I)			Indian	Individuals/Hindu Undivided Family	NIRMAL PRATAP BHOGILAL	SHEELA BHOGILAL	KABIR BHOGILAL	MAYA BHOGILAL	DHARINI B. ANAND	CHITRA ASHOKKUMAR	FARAH BHOGILAL	DARSHANA BHOGILAL GUPTA	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	NIRBHAG INVESTMENTS PVT LTD	PRAMAYA SHARES AND SECURITIES PVT LTD	BHAGMAL INVESTMENTS PVT LTD	Praneer Trustees Pvt Ltd	Batliboi International Ltd	Hitco Investments Pvt Ltd	NBFC Registered with RBI	Bhogilal FamilyTrust	Sub Total (A)(1)	Foreign	Individuals (Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total (A)(2)	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)
			1	(a)									(b)	(c)	(d)	(d)(i)							(d)(ii)	(d)(iii)		2	(a)	(b)	(c)	(d)	(e)	(e)(i)

476

Batliboi Ltd.

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Post Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : BATLIBOI LIMITED Script Code and name : BATLIBOI , BSE - 522004 Period as on 22.03.2024

477

Batliboi Ltd.

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Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-
				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-
	Sub- category (i)			-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-
Number of equity shares held in		dematerializ ed form (XIV)		-	-	-	800	-	-	-	-	-	-	-	-	800	-	-	-	-	24,277	-	-	-	-	-	-	-	24,277	-	-	-	-	-	-	-	-	-	-	-	1,500	-	-	36,30,413	38,21,024	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901.0	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,249	1,27,99,326
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as a % of Total voting rights			-	-	-	0.00%	-	-	-	-	-	-	-	-	0		-	-	-	0.05%	-	-	-	-	-	-	-	0.05%		-	-	-	-	-	-		-	-	-	0.00%	-	-	7.73%	8.13%	1.05%	0.83%	0.63%	1.94%	1.80%	-	-	6.53%	2.85%	0.21%	264%	. -	-	-	-	0.00%	27.18%	27.24%
	No of voting Rights	Total		-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,024	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,249	1,27,99,326
		Class Y		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	0	-	-	-	-	-	-	-	0.05%		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,024	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,249	1,27,99,326
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	0.00%	-	-	-	-	-	-	-	-	0.00%		-	-	-	0.05%	-	-	-	-	-	-	-	0.05%		-	-	-	-	-	-		-	-	-	0.00%	-	-	7.73%	8.13%	1.05%	0.83%	0.63%	1.94%	1.80%	-	-	6.53%	2.85%	0.21%	264%	. -	-	-	-	0.00%	27.18%	27.24%
Total Nos. shares held (VII = IV+V+VI)				-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,024	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,249	1,27,99,326
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,024	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,249	1,27,99,326
No. of shareh olders (III)				-	-	-	4	-	-	-	-	-	-	-	-	4		-	-	-	1	-	-	-	-	-	-	-	1		-	-	-	-	-	-		-	-	-	1	-	-	9657	35	0	0	0	89	-	-	-	94	191	2	188	-	-	-	-	1	10,067	10,072
PAN (II)																														Central Government/State Government(s)																ABFPN3605G	AIMPK9715G	AGHPG4408M		BIRPS2766K
Category and Name of the shareholders (I)			Institutions (Domestic)	Mutual Funds	Venture Capital Funds	Alternate Investment Funds	Banks	Insurance Companies	Provident Funds / Pension Funds	Asset Reconstruction Companies	Sovereign Wealth Funds	NBFCs registered with RBI	Other Financial Institutions	AnyOther(specify)	Qualified Institutional Buyer	Sub Total(B)(1)	Institutions (Foreign)	Foreign Direct Investment	Foreign Venture Capital Investors	Sovereign Wealth Funds	Foreign Portfolio Investors CategoryI	Foreign Portfolio Investors CategoryII	Overseas Depositories (holding DRs)(balancingfigure)	AnyOther(specify)	FII	Foreign Banks	Foreign Portfolio Investors CategoryIII	AnyOther	Sub Total(B)(2)		Central Government / President of India	State Government / Governor	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter	AnyOther(specify)	OTHERS/OTHERS Promoter	Sub Total(B)(3)	Non-institutions	Associate companies / Subsidiaries	Directors and their relatives (excluding independent directors and nominee directors)	KeyManagerial Personnel	Relatives of promoters (other than immediate relatives of promoters disclosed under 'Promoter and Promoter Group' category)	Trusts where any person belonging to 'Promoter and Promoter Group' category is'trustee', 'beneficiary', or 'author of the trust'	Investor Education and Protection Fund(IEPF)	Resident Individuals holding nominal share capital upto Rs. 2 lakhs	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	ZAKI ABBAS NASSER	PANKAJ KARNAWAT	MANJU GAGGAR	Non Resident Indians(NRIs)	PARYANK RAMESH SHAH	Foreign National	Foreign Companies	Bodies Corporate	Any Other(specify)	Trusts	HUF	ClearingMember	Unclaimed Shares	Foreign Govt.	Not Mapped	Escrow Demat A/C	Sub Total(B)(4)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)			2	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(g)(i)	(g)(ii)	(g)(iii)	(g)(iv)		3	(a)	(b)	(c)	(d)			4	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)				(i)		(j)	(k)	(l)	(m)	(m)(i)	(m)(ii)	(m)(ii)	(m)(iii)	(m)(iv)	(m)(v)	(m)(vi)

478

Batliboi Ltd.

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Post Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : BATLIBOI LIMITED Script Code and name : BATLIBOI , BSE - 522004

Details of the shareholders acting as persons in Concert including their Shareholding: Period as on 22.03.2024

Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

479

Batliboi Ltd.

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480

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	-	-	-
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-
Partly paid-up equity	shares	held (V)	-	-	-
No. of fully paid up equity shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the shareholders	(I)		Custodian/ DR Holder p y p y	Welfare Trust under SEBI (Share Based Employee Benefits and Sweat Equity)Regulations, 2021	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(C1)	(C2)

481

Batliboi Ltd.

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Annexure B

Table VI - Statement showing foreign ownership limits Name of Listed Entity : BATLIBOI LIMITED Period as on 22.03.2024 Face Value: INR 5.00

Period as on 22.03.2024 Face Value: INR 5.00 Name of Listed Entity : BATLIBOI LIMITED
	Board approved limits %	Limits utilized %
As on shareholdingdate	100%	3.14
As on the end ofprevious 1st Quarter	100%	3.14
As on the end ofprevious 2ndquarter	100%	3.15
As on the end ofprevious 3rdquarter	100%	3.13
As on the end ofprevious 4thquarter	100%	3.14

482

Batliboi Ltd.

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1 Name of Listed Entity : BATLIBOI LIMITED
2 Script Code and name : BATLIBOI , BSE - 522004
3 Post Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c)
a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Post-Amlagamation Shareholding pattern of Transferee Company ("Batliboi Limited as on 22nd March 2024 (without PAN)

		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	Yes	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has equity shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

Note:

483

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	3,41,92,521	1,27,99,326	-	-	-	4,69,91,847
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Shareholding as a % assuming full conversion	of convertible	securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-	-	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Voting Rights	72.76%	27.24%	-	-	-	100%
	No of voting Rights	Total	3,41,92,521	1,27,99,326	-	-	-	4,69,91,847
		Class Y	-	-	-	-	-	-
		Class X	3,41,92,521	1,27,99,326	-	-	-	4,69,91,847
Shareholding as a % of total no. of shares	(Calculated as	per SCRR, 1957) (VIII) As a % of (A+B+C2)	72.76%	27.24%	-	-	-	100%
Total Nos. shares held	(VII =	IV+V+VI)	3,41,92,521	1,27,99,326	-	-	-	4,69,91,847
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-	-	-	-
No. of partly paid-up	equity	shares held (V)	-	-	-	-	-	-
No. of fully paid up equity	shares	held (IV)	3,41,92,521	1,27,99,326	-	-	-	4,69,91,847
Nos. of share holders	(III)		15	10,071	-	-	-	10,086
Category of shareholder (II)			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

484

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)		2,11,06,621	1,40,47,258	17,41,031	52,91,676	18,296	2,680	2,680	2,000	1,000	-	-	-	60,85,900	6,18,200	6,00,000	2,40,800	19,12,500	27,00,000	14,400	-	70,00,000	3,41,92,521		-	-	-	-	-	-	-	3,41,92,521
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital)		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X) (XI)=(VII)+(X) as a % of		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights		44.92%	29.89%	3.70%	11.26%	0.04%	0.01%	0.01%	0.00%	0.00%	0.00%	0.00%		0	1.32%	1.28%	0.51%	4.07%	5.75%	0.03%	0.00%	14.90%	72.76%		-	-	-	-	-	-	-	72.76%
	No of voting Rights	Total		2,11,06,621	1,40,47,258	17,41,031	52,91,676	18,296	2,680	2,680	2,000	1,000	-	-		60,85,900	6,18,200	6,00,000	2,40,800	19,12,500	27,00,000	14,400	-	70,00,000	3,41,92,521		-	-	-	-	-	-	-	3,41,92,521
		Class Y		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		Class X		1,30,51,567	1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	-		60,85,900	6,18,200	6,00,000	2,40,800	19,12,500	27,00,000	14,400	-	70,00,000	2,61,37,467		-	-	-	-	-	-	-	2,61,37,467
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)		44.92%	29.89%	3.70%	11.26%	0.04%	0.01%	0.01%	0.00%	0.00%	-	-	-	12.95%	1.32%	1.28%	0.51%	4.07%	5.75%	0.03%	-	14.90%	72.76%		-	-	-	-	-	-	-	72.76%
Total Nos. shares held	(VII =	IV+V+VI)		2,11,06,621	1,40,47,258	17,41,031	52,91,676	18,296	2,680	2,680	2,000	1,000	-	-	-	60,85,900	6,18,200	6,00,000	2,40,800	19,12,500	27,00,000	14,400	-	70,00,000	3,41,92,521		-	-	-	-	-	-	-	3,41,92,521
Nos. of shares underlying	Depository	Receipts (VI)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
Partly paid-up equity	shares	held (V)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-				-	-	-		-	-	-	-	-	-	-	-
No. of fully paid up equity shares	held	(IV)		2,11,06,621	1,40,47,258	17,41,031	52,91,676	18,296	2,680	2,680	2,000	1,000	-	-	-	60,85,900	6,18,200	6,00,000	2,40,800	19,12,500	27,00,000	14,400	-	70,00,000	3,41,92,521		-	-	-	-	-	-	-	3,41,92,521
No. of shareh olders	(III)			8	1	1	1	1	1	1	1	1	-	-	-	6	1	1	1	1	1	1	-	1	15		-	-	-	-	-	-	-	15
PAN (II)
Entity type i.e. promoter	OR	promoter group entity (except promoter)			PROMOTER	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP					PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP	PROMOTER GROUP		PROMOTER GROUP
Category and Name of the shareholders	(I)		Indian	Individuals/Hindu Undivided Family	NIRMAL PRATAP BHOGILAL	SHEELA BHOGILAL	KABIR BHOGILAL	MAYA BHOGILAL	DHARINI B. ANAND	CHITRA ASHOKKUMAR	FARAH BHOGILAL	DARSHANA BHOGILAL GUPTA	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	NIRBHAG INVESTMENTS PVT LTD	PRAMAYA SHARES AND SECURITIES PVT LTD	BHAGMAL INVESTMENTS PVT LTD	Praneer Trustees Pvt Ltd	Batliboi International Ltd	Hitco Investments Pvt Ltd	NBFC Registered with RBI	Bhogilal FamilyTrust	Sub Total (A)(1)	Foreign	Individuals (Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total (A)(2)	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)
			1	(a)									(b)	(c)	(d)	(d)(i)							(d)(ii)	(d)(iii)		2	(a)	(b)	(c)	(d)	(e)	(e)(i)

485

Batliboi Ltd.

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486

Batliboi Ltd.

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Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-
				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-
	Sub- category (i)			-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-
Number of equity shares held in		dematerializ ed form (XIV)		-	-	-	800	-	-	-	-	-	-	-	-	800	-	-	-	-	24,277	-	-	-	-	-	-	-	24,277	-	-	-	-	-	-	-	-	-	-	-	1,500	-	-	36,30,413	38,21,024	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901.0	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,249	1,27,99,326
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as a % of Total voting rights			-	-	-	0.00%	-	-	-	-	-	-	-	-	0		-	-	-	0.05%	-	-	-	-	-	-	-	0.05%		-	-	-	-	-	-		-	-	-	0.00%	-	-	7.73%	8.13%	1.05%	0.83%	0.63%	1.94%	1.80%	-	-	6.53%	2.85%	0.21%	264%	. -	-	-	-	0.00%	27.18%	27.24%
	No of voting Rights	Total		-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,024	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,249	1,27,99,326
		Class Y		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	0	-	-	-	-	-	-	-	0.05%		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,024	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,249	1,27,99,326
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	0.00%	-	-	-	-	-	-	-	-	0.00%		-	-	-	0.05%	-	-	-	-	-	-	-	0.05%		-	-	-	-	-	-		-	-	-	0.00%	-	-	7.73%	8.13%	1.05%	0.83%	0.63%	1.94%	1.80%	-	-	6.53%	2.85%	0.21%	264%	. -	-	-	-	0.00%	27.18%	27.24%
Total Nos. shares held (VII = IV+V+VI)				-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,024	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,249	1,27,99,326
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				-	-	-	800	-	-	-	-	-	-	-	-	800		-	-	-	24,277	-	-	-	-	-	-	-	24,277		-	-	-	-	-	-		-	-	-	1,500	-	-	36,30,413	38,21,024	4,95,000	3,89,625	2,94,243	9,10,931	8,46,970	-	-	30,70,901	13,39,480	1,00,009	1239431	,, -	-	-	-	40	1,27,74,249	1,27,99,326
No. of shareh olders (III)				-	-	-	4	-	-	-	-	-	-	-	-	4		-	-	-	1	-	-	-	-	-	-	-	1		-	-	-	-	-	-		-	-	-	1	-	-	9657	34	0	0	0	89	-	-	-	94	191	2	188	-	-	-	-	1	10,066	10,071
PAN (II)																														Central Government/State Government(s)
Category and Name of the shareholders (I)			Institutions (Domestic)	Mutual Funds	Venture Capital Funds	Alternate Investment Funds	Banks	Insurance Companies	Provident Funds / Pension Funds	Asset Reconstruction Companies	Sovereign Wealth Funds	NBFCs registered with RBI	Other Financial Institutions	AnyOther(specify)	Qualified Institutional Buyer	Sub Total(B)(1)	Institutions (Foreign)	Foreign Direct Investment	Foreign Venture Capital Investors	Sovereign Wealth Funds	Foreign Portfolio Investors CategoryI	Foreign Portfolio Investors CategoryII	Overseas Depositories (holding DRs)(balancingfigure)	AnyOther(specify)	FII	Foreign Banks	Foreign Portfolio Investors CategoryIII	AnyOther	Sub Total(B)(2)		Central Government / President of India	State Government / Governor	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter	AnyOther(specify)	OTHERS/OTHERS Promoter	Sub Total(B)(3)	Non-institutions	Associate companies / Subsidiaries	Directors and their relatives (excluding independent directors and nominee directors)	KeyManagerial Personnel	Relatives of promoters (other than immediate relatives of promoters disclosed under 'Promoter and Promoter Group' category)	Trusts where any person belonging to 'Promoter and Promoter Group' category is'trustee', 'beneficiary', or 'author of the trust'	Investor Education and Protection Fund(IEPF)	Resident Individuals holding nominal share capital upto Rs. 2 lakhs	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	ZAKI ABBAS NASSER	PANKAJ KARNAWAT	MANJU GAGGAR	Non Resident Indians(NRIs)	PARYANK RAMESH SHAH	Foreign National	Foreign Companies	Bodies Corporate	Any Other(specify)	Trusts	HUF	ClearingMember	Unclaimed Shares	Foreign Govt.	Not Mapped	Escrow Demat A/C	Sub Total(B)(4)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)			2	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(g)(i)	(g)(ii)	(g)(iii)	(g)(iv)		3	(a)	(b)	(c)	(d)			4	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)				(i)		(j)	(k)	(l)	(m)	(m)(i)	(m)(ii)	(m)(ii)	(m)(iii)	(m)(iv)	(m)(v)	(m)(vi)

487

Batliboi Ltd.

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Post Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : BATLIBOI LIMITED Script Code and name : BATLIBOI , BSE - 522004

Details of the shareholders acting as persons in Concert including their Shareholding: Period as on 22.03.2024

Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

488

Batliboi Ltd.

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489

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	-	-	-
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-
Partly paid-up equity	shares	held (V)	-	-	-
No. of fully paid up equity shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the shareholders	(I)		Custodian/ DR Holder p y p y	Welfare Trust under SEBI (Share Based Employee Benefits and Sweat Equity)Regulations, 2021	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(C1)	(C2)

490

Batliboi Ltd.

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Annexure B

Table VI - Statement showing foreign ownership limits Name of Listed Entity : BATLIBOI LIMITED Period as on 22.03.2024 Face Value: INR 5.00

Period as on 22.03.2024 Face Value: INR 5.00 Name of Listed Entity : BATLIBOI LIMITED
	Board approved limits %	Limits utilized %
As on shareholdingdate	100%	3.14
As on the end ofprevious 1st Quarter	100%	3.14
As on the end ofprevious 2ndquarter	100%	3.15
As on the end ofprevious 3rdquarter	100%	3.13
As on the end ofprevious 4thquarter	100%	3.14

491

Batliboi Ltd.

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1 Name of Listed Entity : BATLIBOI LIMITED

2 Script Code and name : BATLIBOI , BSE - 522004
3 Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Pre-Amlagamation Shareholding pattern of Redeemable Preference Shares of Transferee Company as on 22nd March 2024 June (with PAN)

	June (with PAN)
		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	NO	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has preference shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

492

Batliboi Ltd.

==> picture [75 x 49] intentionally omitted <==

Number of preference shares held	in	dematerializ ed form (XIV)	6,92,480	-	-	-	-	6,92,480
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Shareholding as a % assuming full conversion	of convertible	securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-	-	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Voting Rights	100.00%	-	-	-	-	100.00%
	No of voting Rights	Total	6,92,480	-	-	-	-	6,92,480
		Class Y	-	-	-	-	-	-
		Class X	6,92,480	-	-	-	-	6,92,480
Shareholding as a % of total no. of shares	(Calculated as	per SCRR, 1957) (VIII) As a % of (A+B+C2)	100.00%	-	-	-	-	100.00%
Total Nos. shares held	(VII =	IV+V+VI)	6,92,480	-	-	-	-	6,92,480
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-	-	-	-
No. of partly paid-up	preferen	shares held (V)	-	-	-	-	-	-
No. of fully paid up preference	shares	held (IV)	6,92,480	-	-	-	-	6,92,480
Nos. of share holders	(III)		1	-	-	-	-	1
Category of shareholder (II)			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

493

Batliboi Ltd.

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Number of preference shares held in	Number of preference shares held in	dematerializ ed form (XIV)		6,92,480	6,92,480	-	-	-	-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion of convertible		securities(as a percentage of diluted share capital)		-	-	-	-		-	-	-	-		-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible		Securities (including warrants) (X) (XI)=(VII)+(X) as a % of		-	-	-	-		-	-	-	-		-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights		100.00%	100%	-	-		-	-	-	100%		-	-	-	-	-	-	-	100.00%
	No of voting Rights	Total		6,92,480	6,92,480	-	-		-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
		Class Y		-	-	-	-		-	-	-	-		-	-	-	-	-	-	-	-
		Class X		6,92,480	6,92,480	-	-		-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
Shareholding % calculate as per SCRR 1957		As a % of (A+B+C2) (VIII)		100.00%	100%	-	-	-	-	-	-	100%		-	-	-	-	-	-	-	100.00%
Total Nos. shares held (VII = IV+V+VI)				6,92,480	6,92,480	-	-	-	-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Partly paid-up preferen shares held (V)				-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
No. of fully paid up preference shares held (IV)				6,92,480	6,92,480	-	-	-	-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
No. of shareh olders (III)				1	1	-	-	-	-	-	-	1		-	-	-	-	-	-	-	1
PAN (II)					AACPB4431A						-
Entity type i.e. promoter OR promoter group entity (except promoter)					PROMOTER GROUP						-
Category and Name of the shareholders (I)			Indian	Individuals/Hindu Undivided Family	NIRMAL PRATAP BHOGILAL	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	NBFC Registered with RBI	Trust	Sub Total(A)(1)	Foreign	Individuals (Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total(A)(2)	Total Shareholding of Promoter and Promoter Group(A)=(A)(1)+(A)(2)
			1	(a)		(b)	(c)	(d)	(d)(i)	(d)(ii)	(d)(iii)		2	(a)	(b)	(c)	(d)	(e)	(e)(i)

494

Batliboi Ltd.

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Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : BATLIBOI LIMITED Script Code and name : NSE - BATLIBOI , BSE - 522004 Period as on 22nd March 2024

495

Batliboi Ltd.

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Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	Sub- category (i)			-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of preference shares held in		dematerializ ed form (XIV)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as a % of Total voting rights			-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	No of voting Rights	Total		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class Y		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Nos. shares held (VII = IV+V+VI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up preferen shares held (V)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up preference shares held (IV)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of shareh olders (III)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
PAN (II)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Category and Name of the shareholders (I)			Institutions (Domestic)	Mutual Funds	Venture Capital Funds	Alternate Investment Funds	Banks	Insurance Companies	Provident Funds / Pension Funds	Asset Reconstruction Companies	Sovereign Wealth Funds	NBFCs registered with RBI	Other Financial Institutions	AnyOther(specify)	Qualified Institutional Buyer	Sub Total(B)(1)	Institutions (Foreign)	Foreign Direct Investment	Foreign Venture Capital Investors	Sovereign Wealth Funds	Foreign Portfolio Investors CategoryI	Foreign Portfolio Investors CategoryII	Overseas Depositories (holding DRs)(balancingfigure)	AnyOther(specify)	FII	Foreign Banks	Foreign Portfolio Investors CategoryIII	AnyOther	Sub Total(B)(2)	Central Government/State Govern	Central Government / President of India	State Government / Governor	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter	AnyOther(specify)	OTHERS/OTHERS Promoter	Sub Total(B)(3)	Non-institutions	Associate companies / Subsidiaries	Directors and their relatives (excluding independent directors and nominee directors)	KeyManagerial Personnel	Relatives of promoters (other than immediate relatives of promoters disclosed under 'Promoter and Promoter Group' category)	Trusts where any person belonging to 'Promoter and Promoter Group' category is'trustee', 'beneficiary', or 'author of the trust'	Investor Education and Protection Fund(IEPF)	Resident Individuals holding nominal share capital upto Rs. 2 lakhs	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	PANKAJ KARNAWAT	ZAKI ABBAS NASSER	MANJU GAGGAR	Non Resident Indians(NRIs)	PARYANK RAMESH SHAH	Foreign National	Foreign Companies	Bodies Corporate	AnyOther(specify)	Trusts	HUF	ClearingMember	Unclaimed Shares	Foreign Govt.	Not Mapped	Escrow Demat A/C	Sub Total(B)(4)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)			2	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(g)(i)	(g)(ii)	(g)(iii)	(g)(iv)		3	(a)	(b)	(c)	(d)			4	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)				(i)		(j)	(k)	(l)	(m)	(m)(i)	(m)(ii)	(m)(ii)	(m)(iii)	(m)(iv)	(m)(v)	(m)(vi)

496

Batliboi Ltd.

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Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : BATLIBOI LIMITED Script Code and name : NSE - BATLIBOI , BSE - 522004

Details of the shareholders acting as persons in Concert including their Shareholding: Period as on 22nd March 2024

Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

497

Batliboi Ltd.

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498

Batliboi Ltd.

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Number of preference shares held	in	dematerializ ed form (XIV)	-	-	-
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-
Partly paid-up preferen	shares	held (V)	-	-	-
No. of fully paid up preference shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the shareholders	(I)		Custodian/ DR Holder p y p y	Welfare Trust under SEBI (Share Based Employee Benefits and Sweat preference)Regulations, 2021	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(C1)	(C2)

499

Batliboi Ltd.

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Annexure B

Table VI - Statement showing foreign ownership limits Name of Listed Entity : BATLIBOI LIMITED Period as on 22nd March 2024

Face Value: INR 100

Period as on 22nd March 2024 Face Value: INR 100 Name of Listed Entity : BATLIBOI LIMITED
	Board approved limits	Limits utilized
As on shareholdingdate	%	%
As on the end ofprevious 1st Quarter	%	%
As on the end ofprevious 2ndquarter	%	%
As on the end ofprevious 3rdquarter	%	%
As on the end ofprevious 4thquarter	%	%

500

Batliboi Ltd.

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1 Name of Listed Entity : BATLIBOI LIMITED
2 Script Code and name : BATLIBOI , BSE - 522004
3 Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Pre-Amlagamation Shareholding pattern of Redeemable Preference Shares of Transferee Company as on 22nd March 2024 (without PAN)

	(without PAN)
		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	NO	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has preference shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

501

Batliboi Ltd.

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Number of preference shares held	in	dematerializ ed form (XIV)	6,92,480	-	-	-	-	6,92,480
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Shareholding as a % assuming full conversion	of convertible	securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-	-	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Voting Rights	100.00%	-	-	-	-	100.00%
	No of voting Rights	Total	6,92,480	-	-	-	-	6,92,480
		Class Y	-	-	-	-	-	-
		Class X	6,92,480	-	-	-	-	6,92,480
Shareholding as a % of total no. of shares	(Calculated as	per SCRR, 1957) (VIII) As a % of (A+B+C2)	100.00%	-	-	-	-	100.00%
Total Nos. shares held	(VII =	IV+V+VI)	6,92,480	-	-	-	-	6,92,480
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-	-	-	-
No. of partly paid-up	preferen	shares held (V)	-	-	-	-	-	-
No. of fully paid up preference	shares	held (IV)	6,92,480	-	-	-	-	6,92,480
Nos. of share holders	(III)		1	-	-	-	-	1
Category of shareholder (II)			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

502

Batliboi Ltd.

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Number of preference shares held in	Number of preference shares held in	dematerializ ed form (XIV)		6,92,480	6,92,480	-	-	-	-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion of convertible		securities(as a percentage of diluted share capital)		-	-	-	-		-	-	-	-		-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible		Securities (including warrants) (X) (XI)=(VII)+(X) as a % of		-	-	-	-		-	-	-	-		-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights		100.00%	100%	-	-		-	-	-	100%		-	-	-	-	-	-	-	100.00%
	No of voting Rights	Total		6,92,480	6,92,480	-	-		-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
		Class Y		-	-	-	-		-	-	-	-		-	-	-	-	-	-	-	-
		Class X		6,92,480	6,92,480	-	-		-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
Shareholding % calculate as per SCRR 1957		As a % of (A+B+C2) (VIII)		100.00%	100%	-	-	-	-	-	-	100%		-	-	-	-	-	-	-	100.00%
Total Nos. shares held (VII = IV+V+VI)				6,92,480	6,92,480	-	-	-	-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Partly paid-up preferen shares held (V)				-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
No. of fully paid up preference shares held (IV)				6,92,480	6,92,480	-	-	-	-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
No. of shareh olders (III)				1	1	-	-	-	-	-	-	1		-	-	-	-	-	-	-	1
PAN (II)					-						-
Entity type i.e. promoter OR promoter group entity (except promoter)					PROMOTER GROUP						-
Category and Name of the shareholders (I)			Indian	Individuals/Hindu Undivided Family	NIRMAL PRATAP BHOGILAL	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	NBFC Registered with RBI	Trust	Sub Total(A)(1)	Foreign	Individuals (Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total(A)(2)	Total Shareholding of Promoter and Promoter Group(A)=(A)(1)+(A)(2)
			1	(a)		(b)	(c)	(d)	(d)(i)	(d)(ii)	(d)(iii)		2	(a)	(b)	(c)	(d)	(e)	(e)(i)

503

Batliboi Ltd.

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504

Batliboi Ltd.

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Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	Sub- category (i)			-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of preference shares held in		dematerializ ed form (XIV)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as a % of Total voting rights			-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	No of voting Rights	Total		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class Y		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Nos. shares held (VII = IV+V+VI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up preferen shares held (V)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up preference shares held (IV)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of shareh olders (III)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
PAN (II)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Category and Name of the shareholders (I)			Institutions (Domestic)	Mutual Funds	Venture Capital Funds	Alternate Investment Funds	Banks	Insurance Companies	Provident Funds / Pension Funds	Asset Reconstruction Companies	Sovereign Wealth Funds	NBFCs registered with RBI	Other Financial Institutions	AnyOther(specify)	Qualified Institutional Buyer	Sub Total(B)(1)	Institutions (Foreign)	Foreign Direct Investment	Foreign Venture Capital Investors	Sovereign Wealth Funds	Foreign Portfolio Investors CategoryI	Foreign Portfolio Investors CategoryII	Overseas Depositories (holding DRs)(balancingfigure)	AnyOther(specify)	FII	Foreign Banks	Foreign Portfolio Investors CategoryIII	AnyOther	Sub Total(B)(2)	Central Government/State Govern	Central Government / President of India	State Government / Governor	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter	AnyOther(specify)	OTHERS/OTHERS Promoter	Sub Total(B)(3)	Non-institutions	Associate companies / Subsidiaries	Directors and their relatives (excluding independent directors and nominee directors)	KeyManagerial Personnel	Relatives of promoters (other than immediate relatives of promoters disclosed under 'Promoter and Promoter Group' category)	Trusts where any person belonging to 'Promoter and Promoter Group' category is'trustee', 'beneficiary', or 'author of the trust'	Investor Education and Protection Fund(IEPF)	Resident Individuals holding nominal share capital upto Rs. 2 lakhs	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	PANKAJ KARNAWAT	ZAKI ABBAS NASSER	MANJU GAGGAR	Non Resident Indians(NRIs)	PARYANK RAMESH SHAH	Foreign National	Foreign Companies	Bodies Corporate	AnyOther(specify)	Trusts	HUF	ClearingMember	Unclaimed Shares	Foreign Govt.	Not Mapped	Escrow Demat A/C	Sub Total(B)(4)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)			2	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(g)(i)	(g)(ii)	(g)(iii)	(g)(iv)		3	(a)	(b)	(c)	(d)			4	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)				(i)		(j)	(k)	(l)	(m)	(m)(i)	(m)(ii)	(m)(ii)	(m)(iii)	(m)(iv)	(m)(v)	(m)(vi)

505

Batliboi Ltd.

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Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : BATLIBOI LIMITED Script Code and name : NSE - BATLIBOI , BSE - 522004

Details of the shareholders acting as persons in Concert including their Shareholding: Period as on 22nd March 2024

Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

506

Batliboi Ltd.

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507

Batliboi Ltd.

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Number of preference shares held	in	dematerializ ed form (XIV)	-	-	-
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-
Partly paid-up preferen	shares	held (V)	-	-	-
No. of fully paid up preference shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the shareholders	(I)		Custodian/ DR Holder p y p y	Welfare Trust under SEBI (Share Based Employee Benefits and Sweat preference)Regulations, 2021	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(C1)	(C2)

508

Batliboi Ltd.

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Annexure B

Table VI - Statement showing foreign ownership limits Name of Listed Entity : BATLIBOI LIMITED Period as on 22nd March 2024 Face Value: INR 100

Period as on 22nd March 2024 Face Value: INR 100 Name of Listed Entity : BATLIBOI LIMITED
	Board approved limits	Limits utilized
As on shareholdingdate	%	%
As on the end ofprevious 1st Quarter	%	%
As on the end ofprevious 2ndquarter	%	%
As on the end ofprevious 3rdquarter	%	%
As on the end ofprevious 4thquarter	%	%

509

Batliboi Ltd.

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1 Name of Listed Entity : BATLIBOI LIMITED 2 Script Code and name : BATLIBOI , BSE - 522004
3 Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Post-Amlagamation Shareholding pattern of Redeemable Preference Shares of Transferee Company as on 22nd March 2024 (with PAN)

	(with PAN)
		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	NO	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has preference shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

510

Batliboi Ltd.

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Number of preference shares held	in	dematerializ ed form (XIV)	6,92,480	-	-	-	-	6,92,480
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Shareholding as a % assuming full conversion	of convertible	securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-	-	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Voting Rights	100.00%	-	-	-	-	100.00%
	No of voting Rights	Total	6,92,480	-	-	-	-	6,92,480
		Class Y	-	-	-	-	-	-
		Class X	6,92,480	-	-	-	-	6,92,480
Shareholding as a % of total no. of shares	(Calculated as	per SCRR, 1957) (VIII) As a % of (A+B+C2)	100.00%	-	-	-	-	100.00%
Total Nos. shares held	(VII =	IV+V+VI)	6,92,480	-	-	-	-	6,92,480
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-	-	-	-
No. of partly paid-up	preferen	shares held (V)	-	-	-	-	-	-
No. of fully paid up preference	shares	held (IV)	6,92,480	-	-	-	-	6,92,480
Nos. of share holders	(III)		1	-	-	-	-	1
Category of shareholder (II)			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

511

Batliboi Ltd.

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Number of preference shares held	in	dematerializ ed form (XIV)		6,92,480	6,92,480	-	-	-	-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital)		-	-	-	-		-	-	-	-		-	-	-	-	-	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X) (XI)=(VII)+(X) as a % of		-	-	-	-		-	-	-	-		-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights		100.00%	100%	-	-		-	-	-	100%		-	-	-	-	-	-	-	100.00%
	No of voting Rights	Total		6,92,480	6,92,480	-	-		-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
		Class Y		-	-	-	-		-	-	-	-		-	-	-	-	-	-	-	-
		Class X		6,92,480	6,92,480	-	-		-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)		100.00%	100%	-	-	-	-	-	-	100%		-	-	-	-	-	-	-	100.00%
Total Nos. shares held	(VII = IV+V+VI)			6,92,480	6,92,480	-	-	-	-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
Nos. of shares underlying	Depository Receipts (VI)			-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Partly paid-up preferen	shares held (V)			-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
No. of fully paid up preference shares	held (IV)			6,92,480	6,92,480	-	-	-	-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
No. of shareh olders	(III)			1	1	-	-	-	-	-	-	1		-	-	-	-	-	-	-	1
PAN (II)					AACPB4431A						-
Entity type i.e. promoter	OR promoter group entity (except promoter)				PROMOTER GROUP						-
Category and Name of the shareholders	(I)		Indian	Individuals/Hindu Undivided Family	NIRMAL PRATAP BHOGILAL	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	NBFC Registered with RBI	Trust	Sub Total(A)(1)	Foreign	Individuals (Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total(A)(2)	Total Shareholding of Promoter and Promoter Group(A)=(A)(1)+(A)(2)
			1	(a)		(b)	(c)	(d)	(d)(i)	(d)(ii)	(d)(iii)		2	(a)	(b)	(c)	(d)	(e)	(e)(i)

512

Batliboi Ltd.

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Post Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : BATLIBOI LIMITED Script Code and name : NSE - BATLIBOI , BSE - 522004 Period as on 22nd March 2024

513

Batliboi Ltd.

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Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	Sub- category (i)			-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of preference shares held in		dematerializ ed form (XIV)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as a % of Total voting rights			-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	No of voting Rights	Total		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class Y		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Nos. shares held (VII = IV+V+VI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up preferen shares held (V)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up preference shares held (IV)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of shareh olders (III)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
PAN (II)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Category and Name of the shareholders (I)			Institutions (Domestic)	Mutual Funds	Venture Capital Funds	Alternate Investment Funds	Banks	Insurance Companies	Provident Funds / Pension Funds	Asset Reconstruction Companies	Sovereign Wealth Funds	NBFCs registered with RBI	Other Financial Institutions	AnyOther(specify)	Qualified Institutional Buyer	Sub Total(B)(1)	Institutions (Foreign)	Foreign Direct Investment	Foreign Venture Capital Investors	Sovereign Wealth Funds	Foreign Portfolio Investors CategoryI	Foreign Portfolio Investors CategoryII	Overseas Depositories (holding DRs)(balancingfigure)	AnyOther(specify)	FII	Foreign Banks	Foreign Portfolio Investors CategoryIII	AnyOther	Sub Total(B)(2)	Central Government/State Govern	Central Government / President of India	State Government / Governor	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter	AnyOther(specify)	OTHERS/OTHERS Promoter	Sub Total(B)(3)	Non-institutions	Associate companies / Subsidiaries	Directors and their relatives (excluding independent directors and nominee directors)	KeyManagerial Personnel	Relatives of promoters (other than immediate relatives of promoters disclosed under 'Promoter and Promoter Group' category)	Trusts where any person belonging to 'Promoter and Promoter Group' category is'trustee', 'beneficiary', or 'author of the trust'	Investor Education and Protection Fund(IEPF)	Resident Individuals holding nominal share capital upto Rs. 2 lakhs	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	PANKAJ KARNAWAT	ZAKI ABBAS NASSER	MANJU GAGGAR	Non Resident Indians(NRIs)	PARYANK RAMESH SHAH	Foreign National	Foreign Companies	Bodies Corporate	AnyOther(specify)	Trusts	HUF	ClearingMember	Unclaimed Shares	Foreign Govt.	Not Mapped	Escrow Demat A/C	Sub Total(B)(4)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)			2	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(g)(i)	(g)(ii)	(g)(iii)	(g)(iv)		3	(a)	(b)	(c)	(d)			4	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)				(i)		(j)	(k)	(l)	(m)	(m)(i)	(m)(ii)	(m)(ii)	(m)(iii)	(m)(iv)	(m)(v)	(m)(vi)

514

Batliboi Ltd.

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Post Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : BATLIBOI LIMITED Script Code and name : NSE - BATLIBOI , BSE - 522004

Details of the shareholders acting as persons in Concert including their Shareholding: Period as on 22nd March 2024

Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

515

Batliboi Ltd.

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516

Batliboi Ltd.

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Number of preference shares held	in	dematerializ ed form (XIV)	-	-	-
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-
Partly paid-up preferen	shares	held (V)	-	-	-
No. of fully paid up preference shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the shareholders	(I)		Custodian/ DR Holder p y p y	Welfare Trust under SEBI (Share Based Employee Benefits and Sweat preference)Regulations, 2021	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(C1)	(C2)

517

Batliboi Ltd.

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Annexure B

Table VI - Statement showing foreign ownership limits Name of Listed Entity : BATLIBOI LIMITED Period as on 22nd March 2024

Face Value: INR 100

Period as on 22nd March 2024 Face Value: INR 100 Name of Listed Entity : BATLIBOI LIMITED
	Board approved limits	Limits utilized
As on shareholdingdate	%	%
As on the end ofprevious 1st Quarter	%	%
As on the end ofprevious 2ndquarter	%	%
As on the end ofprevious 3rdquarter	%	%
As on the end ofprevious 4thquarter	%	%

518

Batliboi Ltd.

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1 Name of Listed Entity : BATLIBOI LIMITED
2 Script Code and name : BATLIBOI , BSE - 522004
3 Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Post-Amlagamation Shareholding pattern of Redeemable Preference Shares of Transferee Company as on 22nd March 2024 (without PAN)

	(without PAN)
		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	NO	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has preference shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

519

Batliboi Ltd.

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Number of preference shares held	in	dematerializ ed form (XIV)	6,92,480	-	-	-	-	6,92,480
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-	-	-	-
		No. (a)	-	-	-	-	-	-
Shareholding as a % assuming full conversion	of convertible	securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-	-	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Voting Rights	100.00%	-	-	-	-	100.00%
	No of voting Rights	Total	6,92,480	-	-	-	-	6,92,480
		Class Y	-	-	-	-	-	-
		Class X	6,92,480	-	-	-	-	6,92,480
Shareholding as a % of total no. of shares	(Calculated as	per SCRR, 1957) (VIII) As a % of (A+B+C2)	100.00%	-	-	-	-	100.00%
Total Nos. shares held	(VII =	IV+V+VI)	6,92,480	-	-	-	-	6,92,480
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-	-	-	-
No. of partly paid-up	preferen	shares held (V)	-	-	-	-	-	-
No. of fully paid up preference	shares	held (IV)	6,92,480	-	-	-	-	6,92,480
Nos. of share holders	(III)		1	-	-	-	-	1
Category of shareholder (II)			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

520

Batliboi Ltd.

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Number of preference shares held in	Number of preference shares held in	dematerializ ed form (XIV)		6,92,480	6,92,480	-	-	-	-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion of convertible		securities(as a percentage of diluted share capital)		-	-	-	-		-	-	-	-		-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible		Securities (including warrants) (X) (XI)=(VII)+(X) as a % of		-	-	-	-		-	-	-	-		-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights		100.00%	100%	-	-		-	-	-	100%		-	-	-	-	-	-	-	100.00%
	No of voting Rights	Total		6,92,480	6,92,480	-	-		-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
		Class Y		-	-	-	-		-	-	-	-		-	-	-	-	-	-	-	-
		Class X		6,92,480	6,92,480	-	-		-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
Shareholding % calculate as per SCRR 1957		As a % of (A+B+C2) (VIII)		100.00%	100%	-	-	-	-	-	-	100%		-	-	-	-	-	-	-	100.00%
Total Nos. shares held (VII = IV+V+VI)				6,92,480	6,92,480	-	-	-	-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Partly paid-up preferen shares held (V)				-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
No. of fully paid up preference shares held (IV)				6,92,480	6,92,480	-	-	-	-	-	-	6,92,480		-	-	-	-	-	-	-	6,92,480
No. of shareh olders (III)				1	1	-	-	-	-	-	-	1		-	-	-	-	-	-	-	1
PAN (II)
Entity type i.e. promoter OR promoter group entity (except promoter)					PROMOTER GROUP						-
Category and Name of the shareholders (I)			Indian	Individuals/Hindu Undivided Family	NIRMAL PRATAP BHOGILAL	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	NBFC Registered with RBI	Trust	Sub Total(A)(1)	Foreign	Individuals (Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total(A)(2)	Total Shareholding of Promoter and Promoter Group(A)=(A)(1)+(A)(2)
			1	(a)		(b)	(c)	(d)	(d)(i)	(d)(ii)	(d)(iii)		2	(a)	(b)	(c)	(d)	(e)	(e)(i)

521

Batliboi Ltd.

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522

Batliboi Ltd.

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Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under	Sub- Sub- Sub- category category category (i) (ii) (iii) Sub-categorization of shares (XV) Shareholding (No. of shares) under		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	Sub- category (i)			-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of preference shares held in		dematerializ ed form (XIV)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as a % of Total voting rights			-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
	No of voting Rights	Total		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class Y		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Nos. shares held (VII = IV+V+VI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up preferen shares held (V)				-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up preference shares held (IV)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of shareh olders (III)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
PAN (II)				-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Category and Name of the shareholders (I)			Institutions (Domestic)	Mutual Funds	Venture Capital Funds	Alternate Investment Funds	Banks	Insurance Companies	Provident Funds / Pension Funds	Asset Reconstruction Companies	Sovereign Wealth Funds	NBFCs registered with RBI	Other Financial Institutions	AnyOther(specify)	Qualified Institutional Buyer	Sub Total(B)(1)	Institutions (Foreign)	Foreign Direct Investment	Foreign Venture Capital Investors	Sovereign Wealth Funds	Foreign Portfolio Investors CategoryI	Foreign Portfolio Investors CategoryII	Overseas Depositories (holding DRs)(balancingfigure)	AnyOther(specify)	FII	Foreign Banks	Foreign Portfolio Investors CategoryIII	AnyOther	Sub Total(B)(2)	Central Government/State Govern	Central Government / President of India	State Government / Governor	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter	AnyOther(specify)	OTHERS/OTHERS Promoter	Sub Total(B)(3)	Non-institutions	Associate companies / Subsidiaries	Directors and their relatives (excluding independent directors and nominee directors)	KeyManagerial Personnel	Relatives of promoters (other than immediate relatives of promoters disclosed under 'Promoter and Promoter Group' category)	Trusts where any person belonging to 'Promoter and Promoter Group' category is'trustee', 'beneficiary', or 'author of the trust'	Investor Education and Protection Fund(IEPF)	Resident Individuals holding nominal share capital upto Rs. 2 lakhs	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	PANKAJ KARNAWAT	ZAKI ABBAS NASSER	MANJU GAGGAR	Non Resident Indians(NRIs)	PARYANK RAMESH SHAH	Foreign National	Foreign Companies	Bodies Corporate	AnyOther(specify)	Trusts	HUF	ClearingMember	Unclaimed Shares	Foreign Govt.	Not Mapped	Escrow Demat A/C	Sub Total(B)(4)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)			2	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(g)(i)	(g)(ii)	(g)(iii)	(g)(iv)		3	(a)	(b)	(c)	(d)			4	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)				(i)		(j)	(k)	(l)	(m)	(m)(i)	(m)(ii)	(m)(ii)	(m)(iii)	(m)(iv)	(m)(v)	(m)(vi)

523

Batliboi Ltd.

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Post Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Listed Entity : BATLIBOI LIMITED Script Code and name : NSE - BATLIBOI , BSE - 522004

Details of the shareholders acting as persons in Concert including their Shareholding: Period as on 22nd March 2024

Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

524

Batliboi Ltd.

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525

Batliboi Ltd.

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Number of preference shares held	in	dematerializ ed form (XIV)	-	-	-
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-
Partly paid-up preferen	shares	held (V)	-	-	-
No. of fully paid up preference shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the shareholders	(I)		Custodian/ DR Holder p y p y	Welfare Trust under SEBI (Share Based Employee Benefits and Sweat preference)Regulations, 2021	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(C1)	(C2)

526

Batliboi Ltd.

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Annexure B

Table VI - Statement showing foreign ownership limits Name of Listed Entity : BATLIBOI LIMITED Period as on 22nd March 2024 Face Value: INR 100

Period as on 22nd March 2024 Face Value: INR 100 Name of Listed Entity : BATLIBOI LIMITED
	Board approved limits	Limits utilized
As on shareholdingdate	%	%
As on the end ofprevious 1st Quarter	%	%
As on the end ofprevious 2ndquarter	%	%
As on the end ofprevious 3rdquarter	%	%
As on the end ofprevious 4thquarter	%	%

527

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1 Name of Entity: BATLIBOI LIMITED
2 Script Code and name : BATLIBOI , BSE - 522004
3 Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Post-Amlagamation Shareholding pattern of Transferee Company ("BATLIBOI LIMITED of NCRPS as on 22nd March 2024 (with PAN)

	on 22nd March 2024 (with PAN)
		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	NO	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has equity shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

528

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	2,70,000	-				2,70,000
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)	-	-				-
		No. (a)	-	-				-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-				-
		No. (a)	-	-				-
Shareholding as a % assuming full conversion	of convertible	securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-				-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-				-
each class of securities (IX) Number of voting Rights held in	Total as	a % of (A+B+ C)	1	0				1
	No of voting Rights	Total	2,70,000	-				2,70,000
		Class Y	-	-				-
		Class X	2,70,000	-				2,70,000
Shareholding as a % of total no. of shares	(Calculated as	per SCRR, 1957) (VIII) As a % of (A+B+C2)	1	0				1
Total Nos. shares held	(VII =	IV+V+VI)	2,70,000	-				2,70,000
Nos. of shares underlying Depository	Receipts	(VI)	-	-				-
No. of partly paid-up	equity	shares held (V)	-	-				-
No. of fully paid up equity	shares	held (IV)	2,70,000	-				2,70,000
Nos. of share holders	(III)		2	-				2
Category of shareholder Post-Amlagamation Shareholding			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

529

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)		1,70,000	1,70,000	-	-	-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)=(VII)+(X) as a % of A+B+C2		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights		62.96%	62.96%	-	-	-	-	37.04%	37.04%	100.00%		-	-	-	-	-	-	-	100%
	No of voting Rights	Total		1,70,000	1,70,000	-	-	-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
		Class Y		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		Class X		1,70,000	1,70,000	-	-	-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)		62.96%	62.96%	-	-	-	-	37.04%	37.04%	100.00%		-	-	-	-	-	-	-	100%
Total Nos. shares held	(VII =	IV+V+VI)		1,70,000	1,70,000	-	-	-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
Nos. of shares underlying	Depository	Receipts (VI)		-	-	-	-	-	-		-	-		-	-	-	-	-	-	-	-
Partly paid-up equity	shares	held (V)		-	-	-	-	-	-		-	-		-	-	-	-	-	-	-	-
No. of fully paid up equity shares	held	(IV)		1,70,000	1,70,000	-	-	-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
No. of shareh olders	(III)			1	1	-	-	-	-	1	1	2		-	-	-	-	-	-	-	2
PAN (II)					AACPB4278R					AAACH2047M				-	-	-	-	-	-	-
Category and Name of the Post-Amlagamation Shareholding pattern of Transferee	(I)		Indian	Individuals/Hindu Undivided Family	Mr. Kabir Bhogilal	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	Hitco Investments Pvt Ltd		Sub Total(A)(1)	Foreign	Individuals(Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total(A)(2)	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)
			1	(a)		(b)	(c)	(d)	(d)(i)				2	(a)	(b)	(c)	(d)	(e)	(e)(i)

530

Batliboi Ltd.

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Post Scheme Shareholding pattern of NCRPS filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. Name of Entity: BATLIBOI LIMITED

Script Code and name : BATLIBOI , BSE - 522004

Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. No. of shareholders No of Shares held Nil

531

Batliboi Ltd.

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as a % of Total voting rights			-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	0.00
	No of voting Rights	Total		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class Y		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Nos. shares held (VII = IV+V+VI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of shareh olders (III)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
PAN (II)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Category and Name of the Post-Amlagamation Shareholding (I)			Institutions	Mutual Funds/UTI	Venture Capital Funds	Alternate Investment Funds	Foreign Venture Capital Investors	Foreign Portfolio Investors	Financial Institutions / Banks	Insurance Companies	Provident Funds / Pension Funds	AnyOther(specify)	Qualified Foreign Investor	Sub Total (B)(1)	Central Government/State Government(s)/ Postsident of India	Sub Total (B)(2)	Non-institutions	Individuals - shareholders holding nominal share capital up to Rs 2 Lakh	Individual shareholders holding nominal share capital in excess of Rs. 2 Lakh	NBFCs registered with RBI	Employee Trusts	Overseas Depositories (holding DRs)(balancing figure)	AnyOther(specify)	NRI	Foreign Nationals	Trusts	Overseas Corporate Bodies	HUF	LLP	ClearingMember	Bodies Corporate	Unclaimed/Escrow Account	AnyOther	Sub Total (B)(3)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(i)(ii)		(2)		3	(a-i)	(a-ii)	(b)	(c)	(d)	(e)	(i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)	(ix)	(x)

532

Batliboi Ltd.

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Post Scheme Shareholding pattern of NCRPS filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.

Name of Entity: BATLIBOI LIMITED

Script Code and name : BATLIBOI , BSE - 522004

Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

533

Batliboi Ltd.

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Post Scheme Shareholding pattern of NCRPS filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.

Name of Entity: BATLIBOI LIMITED

Script Code and name : BATLIBOI , BSE - 522004

534

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	-	-	-
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI) warrants) (X)	-	-	-
Partly paid-up equity	shares	held (V)	-	-	-
No. of fully paid up equity shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the Post-Amlagamation Shareholding pattern	(I)		Custodian/ DR Holder	Employee Benefit Trust (under SEBI (Share Based Employee Benefit) Regulations, 2014)	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(1)	(2)

535

Batliboi Ltd.

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1 Name of Entity: BATLIBOI LIMITED
2 Script Code and name : BATLIBOI , BSE - 522004
3 Post Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Post-Amlagamation Shareholding pattern of Transferee Company ("BATLIBOI LIMITED of NCRPS as on 22nd March 2024 (without PAN)

	on 22nd March 2024 (without PAN)
		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	NO	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has equity shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

536

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	2,70,000	-				2,70,000
Number of shares pledged or otherwise encumbered	(XIII)	As a % of total shares held (b)	-	-				-
		No. (a)	-	-				-
Number of Locked in shares	(XII)	As a % of total shares held (b)	-	-				-
		No. (a)	-	-				-
Shareholding as a % assuming full conversion	of convertible	securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-				-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-				-
Number of voting Rights held in each class of securities (IX)	Total as	a % of (A+B+ C)	1	0				1
	No of voting Rights	Total	2,70,000	-				2,70,000
		Class Y	-	-				-
		Class X	2,70,000	-				2,70,000
Shareholding as a % of total no. of shares	(Calculated as	per SCRR, 1957) (VIII) As a % of (A+B+C2)	1	0				1
Total Nos. shares held	(VII =	IV+V+VI)	2,70,000	-				2,70,000
Nos. of shares underlying Depository	Receipts	(VI)	-	-				-
No. of partly paid-up	equity	shares held (V)	-	-				-
No. of fully paid up equity	shares	held (IV)	2,70,000	-				2,70,000
Nos. of share holders	(III)		2	-				2
Category of shareholder Post-Amlagamation Shareholding			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

537

Batliboi Ltd.

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)		1,70,000	1,70,000	-	-	-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
Number of shares (XIII) pledged or otherwise encumbered		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Number of (XII) Locked in shares		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion of convertible		securities(as a percentage of diluted share capital) (XI)=(VII)+(X) as a % of A+B+C2		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible		Securities (including warrants) (X)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of voting Rights held in each class of securities (IX)	Total as	a % of Total voting rights		62.96%	62.96%	-	-	-	-	37.04%	37.04%	100.00%		-	-	-	-	-	-	-	100%
	No of voting Rights	Total		1,70,000	1,70,000	-	-	-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
		Class Y		-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		Class X		1,70,000	1,70,000	-	-	-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
Shareholding % calculate as per SCRR 1957		As a % of (A+B+C2) (VIII)		62.96%	62.96%	-	-	-	-	37.04%	37.04%	100.00%		-	-	-	-	-	-	-	100%
Total Nos. shares held (VII = IV+V+VI)				1,70,000	1,70,000	-	-	-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-		-	-		-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-		-	-		-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				1,70,000	1,70,000	-	-	-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
No. of shareh olders (III)				1	1	-	-	-	-	1	1	2		-	-	-	-	-	-	-	2
PAN (II)					-					-				-	-	-	-	-	-	-
Category and Name of the Post-Amlagamation Shareholding pattern of Transferee (I)			Indian	Individuals/Hindu Undivided Family	Mr. Kabir Bhogilal	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	Hitco Investments Pvt Ltd		Sub Total(A)(1)	Foreign	Individuals(Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total(A)(2)	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)
			1	(a)		(b)	(c)	(d)	(d)(i)				2	(a)	(b)	(c)	(d)	(e)	(e)(i)

538

Batliboi Ltd.

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Post Scheme Shareholding pattern of NCRPS filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. Name of Entity: BATLIBOI LIMITED

Script Code and name : BATLIBOI , BSE - 522004

539

Batliboi Ltd.

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of shares (XIII) pledged or otherwise encumbered		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of (XII) Locked in shares		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of voting Rights held in each class of securities (IX)	Total as a % of Total voting rights			-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	0.00
	No of voting Rights	Total		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class Y		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Nos. shares held (VII = IV+V+VI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of shareh olders (III)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
PAN (II)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Category and Name of the Post-Amlagamation Shareholding (I)			Institutions	Mutual Funds/UTI	Venture Capital Funds	Alternate Investment Funds	Foreign Venture Capital Investors	Foreign Portfolio Investors	Financial Institutions / Banks	Insurance Companies	Provident Funds / Pension Funds	AnyOther(specify)	Qualified Foreign Investor	Sub Total (B)(1)	Central Government/State Government(s)/ Postsident of India	Sub Total (B)(2)	Non-institutions	Individuals - shareholders holding nominal share capital up to Rs 2 Lakh	Individual shareholders holding nominal share capital in excess of Rs. 2 Lakh	NBFCs registered with RBI	Employee Trusts	Overseas Depositories (holding DRs)(balancing figure)	AnyOther(specify)	NRI	Foreign Nationals	Trusts	Overseas Corporate Bodies	HUF	LLP	ClearingMember	Bodies Corporate	Unclaimed/Escrow Account	AnyOther	Sub Total (B)(3)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(i)(ii)		(2)		3	(a-i)	(a-ii)	(b)	(c)	(d)	(e)	(i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)	(ix)	(x)

540

Batliboi Ltd.

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Post Scheme Shareholding pattern of NCRPS filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.

Name of Entity: BATLIBOI LIMITED

Script Code and name : BATLIBOI , BSE - 522004

Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

541

Batliboi Ltd.

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Post Scheme Shareholding pattern of NCRPS filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.

Name of Entity: BATLIBOI LIMITED

Script Code and name : BATLIBOI , BSE - 522004

542

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	-	-	-
Number of shares pledged or otherwise encumbered	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Number of Locked in shares	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
Number of voting Rights held in each class of securities (IX)	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-
Partly paid-up equity	shares	held (V)	-	-	-
No. of fully paid up equity shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the Post-Amlagamation Shareholding pattern	(I)		Custodian/ DR Holder	Employee Benefit Trust (under SEBI (Share Based Employee Benefit) Regulations, 2014)	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(1)	(2)

543

Batliboi Ltd.

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1 Name of Entity: Batliboi Environmental Engineering Limited ("BEEL")
2 Script Code and name : NA
3 Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Pre-Amlagamation Shareholding pattern of Transferor Company ("Batliboi Environmental Engineering Limited as on 22nd March 2024 (with PAN)

	Limited as on 22nd March 2024 (with PAN)
		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	NO	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has equity shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

544

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	1,59,99,990	10				1,60,00,000
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)	-	-				-
		No. (a)	-	-				-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-				-
		No. (a)	-	-				-
Shareholding as a % assuming full conversion	of convertible	securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-				-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-				-
each class of securities (IX) Number of voting Rights held in	Total as	a % of (A+B+ C)	100	0				100
	No of voting Rights	Total	1,59,99,990	10				1,60,00,000
		Class Y	-	-				-
		Class X	1,59,99,990	10				1,60,00,000
Shareholding as a % of total no. of shares	(Calculated as	per SCRR, 1957) (VIII) As a % of (A+B+C2)	100	0				100
Total Nos. shares held	(VII =	IV+V+VI)	1,59,99,990	10				1,60,00,000
Nos. of shares underlying Depository	Receipts	(VI)	-	-				-
No. of partly paid-up	equity	shares held (V)	-	-				-
No. of fully paid up equity	shares	held (IV)	1,59,99,990	10				1,60,00,000
Nos. of share holders	(III)		7	1				8
Category of shareholder (II)			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

545

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)		89,50,060	25,75,050	10,00,010	53,75,000	-	-	-	-	19,08,930	21,25,000	30,00,000	16,000	70,49,930	1,59,99,990		-	-	-	-	-	-	-	1,59,99,990
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)=(VII)+(X) as a % of A+B+C2		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights		55.94	16.09	6.25	33.59	-	-	-	-	11.93	13.28	18.75	0.10	44.06	100		-	-	-	-	-	-	-	10000%
	No of voting Rights	Total		89,50,060	25,75,050	10,00,010	53,75,000	-	-	-	-	19,08,930	21,25,000	30,00,000	16,000	70,49,930	1,59,99,990		-	-	-	-	-	-	-	1,59,99,990
		Class Y		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		Class X		89,50,060	25,75,050	10,00,010	53,75,000	-	-	-	-	19,08,930	21,25,000	30,00,000	16,000	70,49,930	1,59,99,990		-	-	-	-	-	-	-	1,59,99,990
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)		55.94	16.09	6.25	33.59	-	-	-	-	11.93	13.28	18.75	0.10	44.06	100		-	-	-	-	-	-	-	10000%
Total Nos. shares held	(VII =	IV+V+VI)		89,50,060	25,75,050	10,00,010	53,75,000	-	-	-	-	19,08,930	21,25,000	30,00,000	16,000	70,49,930	1,59,99,990		-	-	-	-	-	-	-	1,59,99,990
Nos. of shares underlying	Depository	Receipts (VI)		-	-	-	-	-	-	-	-					-	-		-	-	-	-	-	-	-	-
Partly paid-up equity	shares	held (V)		-	-	-	-	-	-	-	-					-	-		-	-	-	-	-	-	-	-
No. of fully paid up equity shares	held	(IV)		89,50,060	25,75,050	10,00,010	53,75,000	-	-	-	-	19,08,930	21,25,000	30,00,000	16,000	70,49,930	1,59,99,990		-	-	-	-	-	-	-	1,59,99,990
No. of shareh olders	(III)			3	1	1	1	-	-	-	-	1	1	1	1	4	7		-	-	-	-	-	-	-	7
PAN (II)					AACPB4431A	AAEPB9579R	AACPB4278R					AAACB4408L	AAACP2951N	AAACB4407K	AAACH2047M				-	-	-	-	-	-	-
Category and Name of the shareholders	(I)		Indian	Individuals/Hindu Undivided Family	Mr. Nirmal Pratap Bhogilal	Ms. Sheela Bhogilal	Mr. Kabir Bhogilal	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	Batliboi Limited	Praneer Trustees Pvt Ltd	Batliboi International Ltd	Hitco Investments Pvt Ltd		Sub Total(A)(1)	Foreign	Individuals(Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total(A)(2)	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)
			1	(a)				(b)	(c)	(d)	(d)(i)							2	(a)	(b)	(c)	(d)	(e)	(e)(i)

546

Batliboi Ltd.

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Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Entity: Batliboi Environmental Engineering Limited ("BEEL") Script Code and name : NA

547

Batliboi Ltd.

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)		-	-	-	-	-	-	-	-	-	-	-	-	-		10	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	10
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as a % of Total voting rights			-	-	-	-	-	-	-	-	-	-		-			0.00	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	0.00
	No of voting Rights	Total		-	-	-	-	-	-	-	-	-	-		-			10	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	10
		Class Y		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	-	-	-	-	-	-	-		-			10	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	10
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	-	-	-	-	-	-	-		-			0.00	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	0.00
Total Nos. shares held (VII = IV+V+VI)				-	-	-	-	-	-	-	-	-	-		-			10	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	10
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				-	-	-	-	-	-	-	-	-	-		-			10	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	10
No. of shareh olders (III)				-	-	-	-	-	-	-	-	-	-		-			1	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	1
PAN (II)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Category and Name of the shareholders (I)			Institutions	Mutual Funds/UTI	Venture Capital Funds	Alternate Investment Funds	Foreign Venture Capital Investors	Foreign Portfolio Investors	Financial Institutions / Banks	Insurance Companies	Provident Funds / Pension Funds	AnyOther(specify)	Qualified Foreign Investor	Sub Total (B)(1)	Central Government/State Government(s)/ Postsident of India	Sub Total (B)(2)	Non-institutions	Individuals - shareholders holding nominal share capital up to Rs2 Lakh	Individual shareholders holding nominal share capital in excess of Rs. 2 Lakh	NBFCs registered with RBI	Employee Trusts	Overseas Depositories (holding DRs)(balancing figure)	AnyOther(specify)	NRI	Foreign Nationals	Trusts	Overseas Corporate Bodies	HUF	LLP	ClearingMember	Bodies Corporate	Unclaimed/Escrow Account	AnyOther	Sub Total (B)(3)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(i)(ii)		(2)		3	(a-i)	(a-ii)	(b)	(c)	(d)	(e)	(i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)	(ix)	(x)

548

Batliboi Ltd.

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Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c)

Name of Entity: Batliboi Environmental Engineering Limited ("BEEL") Script Code and name : NA

Script Code and name :	NA
Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

549

Batliboi Ltd.

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Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c)

Name of Entity: Batliboi Environmental Engineering Limited ("BEEL") Script Code and name : NA

550

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	-	-	-
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-
Partly paid-up equity	shares	held (V)	-	-	-
No. of fully paid up equity shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the shareholders	(I)		Custodian/ DR Holder	Employee Benefit Trust (under SEBI (Share Based Employee Benefit) Regulations, 2014)	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(1)	(2)

551

Batliboi Ltd.

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1 Name of Entity: Batliboi Environmental Engineering Limited ("BEEL")
2 Script Code and name : NA
3 Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Pre-Amlagamation Shareholding pattern of Transferor Company ("Batliboi Environmental Engineering Limited as on 22nd March 2024 (without PAN)

	Limited as on 22nd March 2024 (without PAN)
		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	NO	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has equity shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

552

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	1,59,99,990	10				1,60,00,000
Number of shares pledged or otherwise encumbered	(XIII)	As a % of total shares held (b)	-	-				-
		No. (a)	-	-				-
Number of Locked in shares	(XII)	As a % of total shares held (b)	-	-				-
		No. (a)	-	-				-
Shareholding as a % assuming full conversion	of convertible	securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-				-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-				-
Number of voting Rights held in each class of securities (IX)	Total as	a % of (A+B+ C)	100	0.00				100
	No of voting Rights	Total	1,59,99,990	10				1,60,00,000
		Class Y	-	-				-
		Class X	1,59,99,990	10				1,60,00,000
Shareholding as a % of total no. of shares	(Calculated as	per SCRR, 1957) (VIII) As a % of (A+B+C2)	100	0.00				100
Total Nos. shares held	(VII =	IV+V+VI)	1,59,99,990	10				1,60,00,000
Nos. of shares underlying Depository	Receipts	(VI)	-	-				-
No. of partly paid-up	equity	shares held (V)	-	-				-
No. of fully paid up equity	shares	held (IV)	1,59,99,990	10				1,60,00,000
Nos. of share holders	(III)		7	1				8
Category of shareholder (II)			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

553

Batliboi Ltd.

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)		89,50,060	25,75,050	10,00,010	53,75,000	-	-	-	-	19,08,930	21,25,000	30,00,000	16,000	70,49,930	1,59,99,990		-	-	-	-	-	-	-	1,59,99,990
Number of shares (XIII) pledged or otherwise encumbered		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
Number of (XII) Locked in shares		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion of convertible		securities(as a percentage of diluted share capital) (XI)=(VII)+(X) as a % of A+B+C2		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible		Securities (including warrants) (X)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of voting Rights held in each class of securities (IX)	Total as	a % of Total voting rights		55.94	16.09	6.25	33.59	-	-	-	-	11.93	13.28	18.75	0.10	44.06	100		-	-	-	-	-	-	-	10000%
	No of voting Rights	Total		89,50,060	25,75,050	10,00,010	53,75,000	-	-	-	-	19,08,930	21,25,000	30,00,000	16,000	70,49,930	1,59,99,990		-	-	-	-	-	-	-	1,59,99,990
		Class Y		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-
		Class X		89,50,060	25,75,050	10,00,010	53,75,000	-	-	-	-	19,08,930	21,25,000	30,00,000	16,000	70,49,930	1,59,99,990		-	-	-	-	-	-	-	1,59,99,990
Shareholding % calculate as per SCRR 1957		As a % of (A+B+C2) (VIII)		55.94	16.09	6.25	33.59	-	-	-	-	11.93	13.28	18.75	0.10	44.06	100		-	-	-	-	-	-	-	10000%
Total Nos. shares held (VII = IV+V+VI)				89,50,060	25,75,050	10,00,010	53,75,000	-	-	-	-	19,08,930	21,25,000	30,00,000	16,000	70,49,930	1,59,99,990		-	-	-	-	-	-	-	1,59,99,990
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-					-	-		-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-					-	-		-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				89,50,060	25,75,050	10,00,010	53,75,000	-	-	-	-	19,08,930	21,25,000	30,00,000	16,000	70,49,930	1,59,99,990		-	-	-	-	-	-	-	1,59,99,990
No. of shareh olders (III)				3	1	1	1	-	-	-	-	1	1	1	1	4	7		-	-	-	-	-	-	-	7
PAN (II)					-	-	-					-	-	-	-				-	-	-	-	-	-	-
Category and Name of the shareholders (I)			Indian	Individuals/Hindu Undivided Family	Mr. Nirmal Pratap Bhogilal	Ms. Sheela Bhogilal	Mr. Kabir Bhogilal	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	Batliboi Limited	Praneer Trustees Pvt Ltd	Batliboi International Ltd	Hitco Investments Pvt Ltd		Sub Total(A)(1)	Foreign	Individuals(Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total(A)(2)	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)
			1	(a)				(b)	(c)	(d)	(d)(i)							2	(a)	(b)	(c)	(d)	(e)	(e)(i)

554

Batliboi Ltd.

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Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) Name of Entity: Batliboi Environmental Engineering Limited ("BEEL") Script Code and name : NA

555

Batliboi Ltd.

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)		-	-	-	-	-	-	-	-	-	-	-	-	-		10	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	10
Number of shares (XIII) pledged or otherwise encumbered		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of (XII) Locked in shares		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of voting Rights held in each class of securities (IX)	Total as a % of Total voting rights			-	-	-	-	-	-	-	-	-	-		-			0.00	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	0.00
	No of voting Rights	Total		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	10
		Class Y		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	-	-	-	-	-	-	-		-			10	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	10
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	-	-	-	-	-	-	-		-			0.00	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	0.00
Total Nos. shares held (VII = IV+V+VI)				-	-	-	-	-	-	-	-	-	-		-			10	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	10
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				-	-	-	-	-	-	-	-	-	-		-			10	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	10
No. of shareh olders (III)				-	-	-	-	-	-	-	-	-	-		-			1	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	1
PAN (II)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Category and Name of the shareholders (I)			Institutions	Mutual Funds/UTI	Venture Capital Funds	Alternate Investment Funds	Foreign Venture Capital Investors	Foreign Portfolio Investors	Financial Institutions / Banks	Insurance Companies	Provident Funds / Pension Funds	AnyOther(specify)	Qualified Foreign Investor	Sub Total (B)(1)	Central Government/State Government(s)/ Postsident of India	Sub Total (B)(2)	Non-institutions	Individuals - shareholders holding nominal share capital up to Rs 2 Lakh	Individual shareholders holding nominal share capital in excess of Rs. 2 Lakh	NBFCs registered with RBI	Employee Trusts	Overseas Depositories (holding DRs)(balancing figure)	AnyOther(specify)	NRI	Foreign Nationals	Trusts	Overseas Corporate Bodies	HUF	LLP	ClearingMember	Bodies Corporate	Unclaimed/Escrow Account	AnyOther	Sub Total (B)(3)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(i)(ii)		(2)		3	(a-i)	(a-ii)	(b)	(c)	(d)	(e)	(i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)	(ix)	(x)

556

Batliboi Ltd.

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Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c)

Name of Entity: Batliboi Environmental Engineering Limited ("BEEL") Script Code and name : NA

Script Code and name :	NA
Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

557

Batliboi Ltd.

==> picture [75 x 48] intentionally omitted <==

Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c)

Name of Entity: Batliboi Environmental Engineering Limited ("BEEL") Script Code and name : NA

558

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	-	-	-
Number of shares pledged or otherwise encumbered	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Number of Locked in shares	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
Number of voting Rights held in each class of securities (IX)	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI)	-	-	-
Partly paid-up equity	shares	held (V)	-	-	-
No. of fully paid up equity shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the shareholders	(I)		Custodian/ DR Holder	Employee Benefit Trust (under SEBI (Share Based Employee Benefit) Regulations,2014)	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(1)	(2)

559

Batliboi Ltd.

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1 Name of Entity: Batliboi Environmental Engineering Limited ("BEEL")
2 Script Code and name : NA
3 Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Pre-Amlagamation Shareholding pattern of Transferor Company ("BEEL of NCRPS as on 22nd March 2024 (with PAN)

	2024 (with PAN)
		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	NO	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has equity shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

560

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	2,70,000	-				2,70,000
Number of shares pledged or otherwise encumbered	(XIII)	As a % of total shares held (b)	-	-				-
		No. (a)	-	-				-
Number of Locked in shares	(XII)	As a % of total shares held (b)	-	-				-
		No. (a)	-	-				-
Shareholding as a % assuming full conversion	of convertible	securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-				-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-				-
Number of voting Rights held in each class of securities (IX)	Total as	a % of (A+B+ C)	100%	-				100%
	No of voting Rights	Total	2,70,000	-				2,70,000
		Class Y	-	-				-
		Class X	2,70,000	-				2,70,000
Shareholding as a % of total no. of shares	(Calculated as	per SCRR, 1957) (VIII) As a % of (A+B+C2)	100%	-				100%
Total Nos. shares held	(VII =	IV+V+VI)	2,70,000	-				2,70,000
Nos. of shares underlying Depository	Receipts	(VI)	-	-				-
No. of partly paid-up	equity	shares held (V)	-	-				-
No. of fully paid up equity	shares	held (IV)	2,70,000	-				2,70,000
Nos. of share holders	(III)		2	-				2
Category of shareholder Post-Amlagamation Shareholding			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

561

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)		1,70,000	1,70,000			-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
Number of shares pledged or otherwise encumbered	(XIII)	As a % of total shares held (b)		-	-			-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-			-	-	-	-	-		-	-	-	-	-	-	-	-
Number of Locked in shares	(XII)	As a % of total shares held (b)		-	-			-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-			-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)=(VII)+(X) as a % of A+B+C2		-	-			-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)		-	-			-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of voting Rights held in each class of securities (IX)	Total as	a % of Total voting rights		62.96%	62.96%			-	-	37.04%	37.04%	100.00%		-	-	-	-	-	-	-	100%
	No of voting Rights	Total		1,70,000	1,70,000			-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
		Class Y		-	-			-	-	-	-	-		-	-	-	-	-	-	-	-
		Class X		1,70,000	1,70,000			-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)		62.96%	62.96%			-	-	37.04%	37.04%	100.00%		-	-	-	-	-	-	-	100%
Total Nos. shares held	(VII =	IV+V+VI)		1,70,000	1,70,000			-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
Nos. of shares underlying	Depository	Receipts (VI)		-	-			-	-		-	-		-	-	-	-	-	-	-	-
Partly paid-up equity	shares	held (V)		-	-			-	-		-	-		-	-	-	-	-	-	-	-
No. of fully paid up equity shares	held	(IV)		1,70,000	1,70,000			-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
No. of shareh olders	(III)			1	1			-	-	1	1	2		-	-	-	-	-	-	-	2
PAN (II)					AACPB4431A					AAACH2047M				-	-	-	-	-	-	-
Category and Name of the Post-Amlagamation Shareholding pattern of Transferee	(I)		Indian	Individuals/Hindu Undivided Family	Mr. Kabir Bhogilal	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	Hitco Investments Pvt Ltd		Sub Total(A)(1)	Foreign	Individuals(Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total(A)(2)	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)
			1	(a)		(b)	(c)	(d)	(d)(i)				2	(a)	(b)	(c)	(d)	(e)	(e)(i)

562

Batliboi Ltd.

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Post Scheme Shareholding pattern of NCRPS filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. Name of Entity: Batliboi Environmental Engineering Limited ("BEEL") Script Code and name : NA

563

Batliboi Ltd.

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of shares (XIII) pledged or otherwise encumbered		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of (XII) Locked in shares		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Number of voting Rights held in each class of securities (IX)	Total as a % of Total voting rights			-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	0.00
	No of voting Rights	Total		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class Y		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Nos. shares held (VII = IV+V+VI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of shareh olders (III)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
PAN (II)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Category and Name of the Post-Amlagamation Shareholding (I)			Institutions	Mutual Funds/UTI	Venture Capital Funds	Alternate Investment Funds	Foreign Venture Capital Investors	Foreign Portfolio Investors	Financial Institutions / Banks	Insurance Companies	Provident Funds / Pension Funds	AnyOther(specify)	Qualified Foreign Investor	Sub Total (B)(1)	Central Government/State Government(s)/ Postsident of India	Sub Total (B)(2)	Non-institutions	Individuals - shareholders holding nominal share capital up to Rs 2 Lakh	Individual shareholders holding nominal share capital in excess of Rs. 2 Lakh	NBFCs registered with RBI	Employee Trusts	Overseas Depositories (holding DRs)(balancing figure)	AnyOther(specify)	NRI	Foreign Nationals	Trusts	Overseas Corporate Bodies	HUF	LLP	ClearingMember	Bodies Corporate	Unclaimed/Escrow Account	AnyOther	Sub Total (B)(3)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(i)(ii)		(2)		3	(a-i)	(a-ii)	(b)	(c)	(d)	(e)	(i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)	(ix)	(x)

564

Batliboi Ltd.

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Post Scheme Shareholding pattern of NCRPS filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.

Name of Entity: Batliboi Environmental Engineering Limited ("BEEL") Script Code and name : NA

Script Code and name :	NA
Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

565

Batliboi Ltd.

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Post Scheme Shareholding pattern of NCRPS filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.

Name of Entity: Batliboi Environmental Engineering Limited ("BEEL") Script Code and name : NA

566

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	-	-	-
Number of shares pledged or otherwise encumbered	(XIII)	As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
Number of Locked in shares	(XII)	As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion	of convertible	securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-	-
Number of voting Rights held in each class of securities (IX)	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per	SCRR 1957	As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held	(VII =	IV+V+VI)	-	-	-
Nos. of shares underlying Depository	Receipts	(VI) warrants) (X)	-	-	-
Partly paid-up equity	shares	held (V)	-	-	-
No. of fully paid up equity shares	held	(IV)	-	-	-
No. of shareh olders	(III)		-	-	-
PAN (II)
Category and Name of the Post-Amlagamation Shareholding pattern	(I)		Custodian/ DR Holder	Employee Benefit Trust (under SEBI (Share Based Employee Benefit) Regulations,2014)	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(1)	(2)

567

Batliboi Ltd.

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1 Name of Entity: Batliboi Environmental Engineering Limited ("BEEL")
2 Script Code and name : NA
3 Pre Scheme Shareholding pattern filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. 31(1)(c) a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishmen

Pre-Amlagamation Shareholding pattern of Transferor Company ("BEEL of NCRPS as on 22nd March 2024 (without PAN)

	2024 (without PAN)
		Promoter and Promoter Group	Public	Non Promoter Non Public
Sr. No.	Particulars	Yes/No	Yes/No	Yes/No
1	Whether the Listed Entity has issued any partly paid up shares?	NO	NO	NO
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?	NO	NO	NO
3	Whether the Listed Entity has any shares against which depository receipts are issued?	NO	NO	NO
4	Whether the Listed Entity has any shares in locked-in?	NO	NO	NO
5	Whether any shares held by promoters are pledged or otherwise encumbered?	NO	NA	NA
6	Whether the Listed Entity has issued any Differential Voting Rights?	NO	NO	NO
7	Whether company has equity shares with differential voting rights?	NO	NO	NO
8	Whether the listed entity has any significant beneficial owner?	Yes	NO	NO

568

Batliboi Ltd.

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Number of equity shares held	in	dematerializ ed form (XIV)	2,70,000	-				2,70,000
pledged or otherwise encumbered Number of shares	(XIII)	As a % of total shares held (b)	-	-				-
		No. (a)	-	-				-
Locked in shares Number of	(XII)	As a % of total shares held (b)	-	-				-
		No. (a)	-	-				-
Shareholding as a % assuming full conversion	of convertible	securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	-	-				-
No of shares underlying outstanding	convertible	Securities (including warrants) (X)	-	-				-
each class of securities (IX) Number of voting Rights held in	Total as	a % of (A+B+ C)	100%	-				100%
	No of voting Rights	Total	2,70,000	-				2,70,000
		Class Y	-	-				-
		Class X	2,70,000	-				2,70,000
Shareholding as a % of total no. of shares	(Calculated as	per SCRR, 1957) (VIII) As a % of (A+B+C2)	100%	-				100%
Total Nos. shares held	(VII =	IV+V+VI)	2,70,000	-				2,70,000
Nos. of shares underlying Depository	Receipts	(VI)	-	-				-
No. of partly paid-up	equity	shares held (V)	-	-				-
No. of fully paid up equity	shares	held (IV)	2,70,000	-				2,70,000
Nos. of share holders	(III)		2	-				2
Category of shareholder Post-Amlagamation Shareholding			Promoter and Promoter Group	Public	Non Promoter - Non Public	Shares underlyingDRs	Shares held byEmployee Trusts	Total
Catego ry (I)			(A)	(B)	(C)	(C1)	(C2)

569

Batliboi Ltd.

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)		1,70,000	1,70,000			-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b)		-	-			-	-	-	-	-		-	-	-	-	-	-	-	-
		No. (a)		-	-			-	-	-	-	-		-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-			-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-			-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding as a % assuming full conversion of convertible		securities(as a percentage of diluted share capital) (XI)=(VII)+(X) as a % of A+B+C2		-	-			-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible		Securities (including warrants) (X)		-	-			-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights		62.96%	62.96%			-	-	37.04%	37.04%	100.00%		-	-	-	-	-	-	-	100%
	No of voting Rights	Total		1,70,000	1,70,000			-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
		Class Y		-	-			-	-	-	-	-		-	-	-	-	-	-	-	-
		Class X		1,70,000	1,70,000			-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
Shareholding % calculate as per SCRR 1957		As a % of (A+B+C2) (VIII)		62.96%	62.96%			-	-	37.04%	37.04%	100.00%		-	-	-	-	-	-	-	100%
Total Nos. shares held (VII = IV+V+VI)				1,70,000	1,70,000			-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
Nos. of shares underlying Depository Receipts (VI)				-	-			-	-		-	-		-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-			-	-		-	-		-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				1,70,000	1,70,000			-	-	1,00,000	1,00,000	2,70,000		-	-	-	-	-	-	-	2,70,000
No. of shareh olders (III)				1	1			-	-	1	1	2		-	-	-	-	-	-	-	2
PAN (II)														-	-	-	-	-	-	-
Category and Name of the Post-Amlagamation Shareholding pattern of Transferee (I)			Indian	Individuals/Hindu Undivided Family	Mr. Kabir Bhogilal	Central Government/State Government(s)	Financial Institutions / Banks	AnyOther(specify)	Bodies Corporate	Hitco Investments Pvt Ltd		Sub Total(A)(1)	Foreign	Individuals(Non-Resident Individuals/Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	AnyOther(specify)	Bodies Corporate	Sub Total(A)(2)	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)
			1	(a)		(b)	(c)	(d)	(d)(i)				2	(a)	(b)	(c)	(d)	(e)	(e)(i)

570

Batliboi Ltd.

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Post Scheme Shareholding pattern of NCRPS filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg. Name of Entity: Batliboi Environmental Engineering Limited ("BEEL") Script Code and name : NA

571

Batliboi Ltd.

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b) (Not Applicable)		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a) (Not applicable)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		No. (a)		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Shareholding as a % assuming full conversion of convertible securities(as a percentage of diluted share capital) (XI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No of shares underlying outstanding convertible Securities (including warrants) (X)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as a % of Total voting rights			-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	0.00
	No of voting Rights	Total		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class Y		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
		Class X		-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Nos. shares held (VII = IV+V+VI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Nos. of shares underlying Depository Receipts (VI)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Partly paid-up equity shares held (V)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of fully paid up equity shares held (IV)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
No. of shareh olders (III)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
PAN (II)				-	-	-	-	-	-	-	-	-	-		-			-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Category and Name of the Post-Amlagamation Shareholding (I)			Institutions	Mutual Funds/UTI	Venture Capital Funds	Alternate Investment Funds	Foreign Venture Capital Investors	Foreign Portfolio Investors	Financial Institutions / Banks	Insurance Companies	Provident Funds / Pension Funds	AnyOther(specify)	Qualified Foreign Investor	Sub Total (B)(1)	Central Government/State Government(s)/ Postsident of India	Sub Total (B)(2)	Non-institutions	Individuals - shareholders holding nominal share capital up to Rs 2 Lakh	Individual shareholders holding nominal share capital in excess of Rs. 2 Lakh	NBFCs registered with RBI	Employee Trusts	Overseas Depositories (holding DRs)(balancing figure)	AnyOther(specify)	NRI	Foreign Nationals	Trusts	Overseas Corporate Bodies	HUF	LLP	ClearingMember	Bodies Corporate	Unclaimed/Escrow Account	AnyOther	Sub Total (B)(3)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)
			1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(i)(ii)		(2)		3	(a-i)	(a-ii)	(b)	(c)	(d)	(e)	(i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)	(ix)	(x)

572

Batliboi Ltd.

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Post Scheme Shareholding pattern of NCRPS filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.

Name of Entity: Batliboi Environmental Engineering Limited ("BEEL") Script Code and name : NA

Script Code and name :	NA
Name of shareholder	Name of PAC	No. of shareholders	Holding %
Nil

573

Batliboi Ltd.

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Post Scheme Shareholding pattern of NCRPS filed under Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.

Name of Entity: Batliboi Environmental Engineering Limited ("BEEL") Script Code and name : NA

574

Batliboi Ltd.

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Number of equity shares held in	Number of equity shares held in	dematerializ ed form (XIV)	-	-	-
(XIII) pledged or otherwise encumbered Number of shares		As a % of total shares held (b) (Not Applicable)	-	-	-
		No. (a) (Not Applicable)	-	-	-
(XII) Locked in shares Number of		As a % of total shares held (b)	-	-	-
		No. (a)	-	-	-
Total Shareholding as a % assuming full conversion of convertible		securities(as a percentage of diluted share capital) (XI)	-	-	-
No of shares underlying outstanding convertible		Securities (including warrants) (X)	-	-	-
each class of securities (IX) Number of voting Rights held in	Total as	a % of Total voting rights	-	-	-
	No of voting Rights	Total	-	-	-
		Class Y	-	-	-
		Class X	-	-	-
Shareholding % calculate as per SCRR 1957		As a % of (A+B+C2) (VIII)	-	-	-
Total Nos. shares held (VII = IV+V+VI)			-	-	-
Nos. of shares underlying Depository Receipts (VI) warrants) (X)			-	-	-
Partly paid-up equity shares held (V)			-	-	-
No. of fully paid up equity shares held (IV)			-	-	-
No. of shareh olders (III)			-	-	-
PAN (II)
Category and Name of the Post-Amlagamation Shareholding pattern (I)			Custodian/ DR Holder	Employee Benefit Trust (under SEBI (Share Based Employee Benefit) Regulations,2014)	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)
			(1)	(2)

575

Batliboi Ltd.

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Transferee company (Batliboi Limited)	Post-amalgamation	%				29.89%	3.70%	11.26%	0.04%	0.01%	0.01%	0.00%	0.00%	-	44.92%	-		1.32%	1.28%	0.51%	-	4.07%	5.75%	0.03%	12.95%	-	14.90%	72.76%		-	-	-	-	-	72.76%			0.00%	0.00%	-	0.05%	-	-	-	0.00%	0.05%
		No. of shares				1,40,47,258	17,41,031	52,91,676	18,296	2,680	2,680	2,000	1,000	-	2,11,06,621	-		6,18,200	6,00,000	2,40,800	-	19,12,500	27,00,000	14,400	60,85,900	-	70,00,000	3,41,92,521		-	-	-	-	-	3,41,92,521			-	800	-	24,277	-	-	-	-	25,077
	Pre- amalgamation	%				34.19%	2.45%	1.32%	0.05%	0.01%	0.01%	0.01%	0.00%	-	38.04%	-		1.80%	1.75%	0.70%	-	-	-		4.25%	-	20.40%	62.69%		-	-	-	-	-	62.69%			0.00%	0.00%	-	0.07%	-	-	-	-	0.07%
		No. of shares				1,17,29,713	8,41,022	4,54,176	18,296	2,680	2,680	2,000	1,000	-	1,30,51,567	-		6,18,200	6,00,000	2,40,800	-	-	-		14,59,000	-	70,00,000	2,15,10,567		-	-	-	-	-	2,15,10,567			-	800	-	24,277	-	-	-	-	25,077
Transferor Company (Batliboi Environmental Engineering Limited)	Pre-amalgamation	%			Names of Promoter	16.09%	6.25%	33.59%	-	-	-	-	-	-	55.94%	-	Names of Promoter	-	-	-	11.93%	13.28%	18.75%	0.10%	44.06%	-	-	100.00%		-	-	-	-	-	100.00%			0	0	0	0	0	0	0	0	0.00%
		No. of shares				25,75,050	10,00,010	53,75,000	-	-	-	-	-	-	89,50,060	-		-	-	-	19,08,930	21,25,000	30,00,000	16,000	70,49,930	-	-	1,59,99,990		-	-	-	-	-	1,59,99,990			-	-	-	-	-	-	-	-	-
Name of Shareholder						Mr. Nirmal PratapBhogilal	Ms. Sheela Bhogilal	Mr. Kabir Bhogilal	Ms. Maya Bhogilal	Mr. Dharini B. Anand	Ms. Chitra Ashokumar	Ms. Farah Bhogilal	Mr. Darshana Bhogilal Gupta	Mr. P.K. Nair	Total	-		NirbhagInvestments Pvt Ltd	Pramaya Shares and Securities Pvt Ltd	Bhagmal Investments Pvt Ltd	Batliboi Limited	Praneer Trustees Pvt Ltd	Batliboi International Ltd	Hitco Investments Pvt Ltd		-	Bhogilal FamilyTrust	-	-	-	-	-	-		Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)
Description			Equity Shareholding	Indian		Individuals/ Hindu Undivided Family										Central Government/ State Government(s)		Bodies Corporate								Financial Institutions/Banks	AnyOthers	Sub Total(A)(1)	Foreign	Individuals (Non-Residents Individuals/	Bodies Corporate	Institutions	AnyOthers	Sub Total(A)(2)		Public shareholding	Institutions	Mutual Funds/UTI	Financial Institutions/Banks	Central Government/ State Government(s)	Foreign Portfolio Investors	Insurance Companies	Provident Funds/Pension Funds	Foreign Venture Capital Investors	AnyOther	Sub-Total(B)(1)
Sr. No			I	A1		(a)										(b)		(c)								(d)	(e)		A2	(a)	(b)	(c)	(d)			(B)	B1	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)

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Batliboi Ltd.

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	6.53%		7.73%	7.34%		1.94%	0.21%	0.00%	2.64%	0.80%	-	-	-	-	-	0.00%	0.00%	27.18%	27.24%	100%	-	-	100%		8% Non-Cumulative Redeemable Preference Shares		37.04%	37.04%		62.96%	62.96%	100.00%	5% Non-Cumulative Redeemable Preference Shares		100.00%	100.00%
	30,70,901		36,30,422	34,47,015		9,10,931	1,00,009	-	12,39,431	3,74,000	-	-	-	-	-	40	1,500	1,27,74,249	1,27,99,326	4,69,91,847	-	-	4,69,91,847				1,00,000	1,00,000		1,70,000	1,70,000	2,70,000			6,92,480	6,92,480
	8.95%		10.58%	10.05%		2.66%	0.29%	0.00%	3.61%	1.09%	-	-	-	-	-	0.00%	0.00%	37.23%	37.31%	100%	-	-	100%					-	-	-	-	-			100.00%	100.00%
	30,70,901		36,30,413	34,47,015		9,10,931	1,00,009	-	12,39,431	3,74,000	-	-	-	-	-	40	1,500	1,27,74,240	1,27,99,317	3,43,09,884	-	-	3,43,09,884				-	-	-	-	-	-			6,92,480	6,92,480
	0.00%		0.00%	0.00%		0.00%	-	-	0.00%	0.00%	-	0.00%	0.00%	0.00%	-	-		0.00%	0.00%	100%	-	-	100%			Names of Promoter:	37.04%	37.04%	Names of Promoter:	62.96%	62.96%	100.00%		Names of Promoter:	-	-
			10	-		-	-	-	-	-	-	-	-	-	-	-		10	10	1,60,00,000	-	-	1,60,00,000				1,00,000	1,00,000		1,70,000	1,70,000	2,70,000			-	-
																			Total Public Shareholding (B)= (B)(1)+(B)(2)		Shares held by Custodians and against which DRs have been issued		GRAND TOTAL (A)+(B)+(C) of the Equity Shareholding				Mr. Kabir Bhogilal	Total		Hitco Investment Pvt Ltd	Total	TOTAL of the 5% Non-Cumulative Redeemable Preference Shares			Mr. Nirmal PratapBhogilal	TOTAL of the 5% Non-Cumulative Redeemable Preference Shares
Non-institutions	Bodies Corporate	Individuals	Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh	ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.	AnyOther	NRI	Trusts	Overseas Corporate Bodies	HUF	LLP	Foregin Nationals	ClearingMember	Director or Director's Relatives	Investor Education and Protection Fund (IEPF)	KeyManagerial Personnel	Unclaimed or Suspense or Escrow Account	Relatives of promoters	Sub-Total(B)(2)		TOTAL(A)+(B)		Sub-Total('C)		Preference Shareholding		Individuals/ Hindu Undivided Family			Bodies Corporate					Individuals/ Hindu Undivided Family
B2	(a)	(b)	I	II	(c)														(B)		(C)			II	A.	(a)			(b)				B.	(a)

577

AI assistant

Batliboi Ltd — Proxy Solicitation & Information Statement 2024

60491_rns_2024-11-18_89202980-a241-4a37-8ffd-b7b7c94e7e31.pdf

Thanking you,

Encl:a/a

BATLIBOI LIMITED

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF BATLIBOI LIMITED PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – V

MEETING DETAILS:

REMOTE E-VOTING:

E-VOTING DURING THE MEETING:

INDEX

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

BENCH – V, AT MUMBAI

COMPANY SCHEME APPLICATION NO C.A. (CAA) / 165 (MB) / 2024

AND

AND

BATLIBOI ENVIRONMENTAL ENGINEERING LIMITED

BATLIBOI LIMITED

…. Collectively known as Applicant Companies

FORM NO. CAA. 2

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF BATLIBOI LIMITED

The Equity Shareholders

Batliboi Limited,

Pranay Luniya Practising Chartered Accountant

NOTES FOR MEETING OF EQUITY SHAREHOLDERS OF THE TRANSFEREE COMPANY:

General instructions for accessing and participating in the Meeting through VC Facility and voting through - electronic means including Remote E voting:

16. DECLARATION OF RESULTS ON THE RESOLUTION

The instructions for members voting electronically are as under:

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

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

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

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE MEETING THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

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

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

BENCH, AT MUMBAI

COMPANY SCHEME APPLICATION NO C.A. (CAA) / 165/ MB / 2024

AND

AND

BATLIBOI ENVIRONMENTAL ENGINEERING LIMITED

BATLIBOI LIMITED

Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for Transferee Company:

The objects for which the Transferee Company has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III of the Memorandum of Association are as hereunder:

5. Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for Transferor Company:

ii. Details of the Transferor Company, Batliboi Environmental Engineering Limited :

(s) The details of the Directors of the Transferor Company are as follows:

Consideration for equity shareholders of Transferor Company:

Consideration for preference shareholders of Transferor Company:

Rationale and benefits of the Scheme as perceived by the Board of Directors of the applicant Companies:

9. Rationale for the Scheme as under:

10. Summary of the Valuation Report and Fairness Opinion:

11.

Detail of capital restructuring

12.

Detail of debt restructuring:

16. Additional Details that Transferee Company was directed to disclose in explanatory statement as per Observation Letter dated September 2, 2024 issued by BSE Limited is as follows:

Registered Offce:

ANNEXURE 1A

Batliboi Environmental Engineering Limited

Batliboi Environmental Engineering Limited

Batliboi Environmental Engineering Limited

Batliboi Environmental Engineering Limited

Batiiboi Environmental Engineering Limited

Batliboi Environmental Engineering Limited

//CERTIFIED TRUE COPY//

ANNEXURE 1B Annexure-A2

Annexure 3A

MUKUND M. CHITALE CO.

INDEPENDENT AUDITOR'S REPORT

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

2.

Basis for Opinion

MUKUND M. CHITALE CO.

3. Key Audit Matters

MUKUND M. CHITALE CO.

Our Audit Approach:

MUKUND M. CHITALE CO.

4. Information other than the Standalone Ind AS financial statements and Auditor's report thereon

5. Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements

MUKUND M. CHITALE CO.

Batliboi Ltd Proxy Solicitation & Information Statement 2024