TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as the company was not required to transfer any amount to IEPF.

CHANGES IN SHARE CAPITAL:

During the period under review, there are no changes in the Authorised Share Capital of the Company.

However, there were changes in the Paid-up Share Capital of the Company as mentioned below:

- Allotment of 2,01,000 fully paid-up Equity Shares under BEL Employees Stock Option Plan

• There was an allotment of 2,01,000 fully paid-up equity shares of face value of Rs. 2/- each, to the employees pursuant to exercise of options granted to them under the "BEL- Employees Stock Option Plan 2024" ("ESOP 2024").

• 4,18,000 options have been granted to the eligible employees of the Company under the BEL Employees Stock Option Plan 2024 ("the Scheme")

• the scheme is in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

• Each of the 4,18,000 options upon vesting thereof, shall be exercisable into 1 equity share of face value of Rs. 2/- each.

• The exercise price of the options was determined as Rs. 2/- per option in accordance with applicable Accounting Standards.

• Consequent to the aforesaid allotment of 2,01,000 Equity Shares, the paid up equity capital of the Company has increased from Rs.21,96,52,970 consisting of

10,98,26,485 equity shares of face value of Rs.2/- each fully paid to Rs.

22,00,54,970 consisting of 11,00,27,485 equity shares of face value of Rs.2/- each fully paid.

• The effective date of the above allotment was 21^st April 2025.

- Conversion of 15,66,000 Warrants into 15,66,000 Equity Shares

• Board of Directors of the Company at its meeting held on May 31, 2025 has inter alia considered and approved the allotment of 15,66,000 equity shares (pre-split - 3,13,200 Warrants) of Rs. 2/- each (pre split - Rs. 10/- each) on conversion of

15,66,000 warrants (pre-split - 3,13,200 Warrants) at an issue price of Rs.351.2/- (pre split - Rs. 1,756 per warrant) (including a premium of Rs.349.2/-(pre split - Rs. 1,746), on preferential basis to Dr. Faruk G. Patel, non-promoter, pursuant to the exercise of conversion of warrants into equity shares in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

• Pursuant to the allotment of equity shares consequent to the conversion of warrants, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increased to Rs.22,31,86,970/- (Rupees Twenty Two Crores Thirty One Lacs Eighty Six Thousand Nine Hundred and Seventy Only) consisting of 11,15,93,485 fully paid-up Equity Shares of Rs.2/- each. The new equity shares so allotted shall rank pari-passu with the existing equity shares of the Company.

- Allotment of 78,000 fully paid up equity shares under BEL Employees Stock Option Plan

• There was an allotment of 78,000 fully paid-up equity shares of face value of Rs. 2/- each in the Board Meeting held on April 17, 2026 to the employees pursuant to exercise of options granted to them under the "BEL- Employees Stock Option Plan 2024" ("ESOP 2024").

• Consequent to the aforesaid allotment of 78,000 Equity Shares, the paid-up equity capital of the Company has increased from Rs.22,31,86,970/- consisting of

11,15,93,485 equity shares of face value of Rs.2/- each fully paid to Rs. 22,33,42,970/- consisting of 11,16,71,485 equity shares of face value of Rs.2/- each fully paid.

• The effective date of the above allotment was April 17, 2026.

Note: The allotment of 78,000 equity shares pursuant to BEL- Employees Stock Option Plan 2024 took place after the closure of the Financial Year i.e. April 17, 2026.

CHANGE IN NATURE OF BUSINESS:

The Company continues to be in the same line of business as stated in main objects of the existing Memorandum of Association.

DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

CREDIT RATING:

The Credit Rating agency of the Company is M/s. Credit Rating Information Services of India Limited (CRISIL).

During the financial year 2025-26 CRISIL has assigned the rating as under in respect to the Company's banking facilities.

However, during the month of July 2026 the Company has received upgraded credit rating from CRISIL Ratings, reinforcing the Company's strong financial profile, disciplined execution, and sustained business growth.

Key Highlights

• Long-Term Credit Rating upgraded to CRISIL A+/Stable from CRISIL A/Stable.

• Short-Term Credit Rating reaffirmed at CRISIL A1.

• Total Banking Facilities Rated increased significantly from ^800 Crore to ^2,000 Crore, reflecting the Company's expanding scale of operations and enhanced banking relationships.

The rating upgrade reflects the Company's confidence in its strong business fundamentals and future growth prospects, supported by:

• A strong and improving financial profile.

• Consistent execution capabilities across infrastructure and renewable energy projects.

• A healthy order book providing robust business visibility.

• Prudent financial management and a strong liquidity position.

• A steadfast commitment to sustainable growth and long-term value creation for all stakeholders.

This upgrade further strengthens Bondada Engineering Limited's credibility with lenders, financial institutions, customers, and business partners, while enhancing the Company's ability to support its future growth initiatives.

CHANGE OF NAME OF THE COMPANY:

During the year 2025-26 there was no change in the name of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year 2025-26, there have been material changes and commitments which affects the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report is stated below:

- Allotment of 2,01,000 fully paid-up Equity Shares under BEL Employees Stock Option Plan

• There was an allotment of 2,01,000 fully paid-up equity shares of face value of Rs. 2/- each, to the employees pursuant to exercise of options granted to them under the "BEL- Employees Stock Option Plan 2024" ("ESOP 2024").

• 4,18,000 options have been granted to the eligible employees of the Company under the BEL Employees Stock Option Plan 2024 ("the Scheme")

• the scheme is in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

• Each of the 4,18,000 options upon vesting thereof, shall be exercisable into 1 equity share of face value of Rs. 2/- each.

• The exercise price of the options was determined as Rs. 2/- per option in accordance with applicable Accounting Standards.

• Consequent to the aforesaid allotment of 2,01,000 Equity Shares, the paid up equity capital of the Company has increased from Rs.21,96,52,970 consisting of

10.98.26.485 equity shares of face value of Rs.2/- each fully paid to Rs. 22,00,54,970 consisting of 11,00,27,485 equity shares of face value of Rs.2/- each fully paid.

• The effective date of the above allotment was 21^st April 2025.

- Conversion of 15,66,000 Warrants into 15,66,000 Equity Shares

• Board of Directors of the Company at its meeting held on May 31, 2025 has inter alia considered and approved the allotment of 15,66,000 equity shares (pre-split - 3,13,200 Warrants) of Rs. 2/- each (pre split - Rs. 10/- each) on conversion of

15,66,000 warrants (pre-split - 3,13,200 Warrants) at an issue price of Rs.351.2/- (pre split - Rs. 1,756 per warrant) (including a premium of Rs.349.2/-(pre split - Rs. 1,746), on preferential basis to Dr. Faruk G. Patel, non-promoter, pursuant to the exercise of conversion of warrants into equity shares in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

• Pursuant to the allotment of equity shares consequent to the conversion of warrants, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increased to Rs.22,31,86,970/- (Rupees Twenty Two Crores Thirty One Lacs Eighty Six Thousand Nine Hundred and Seventy Only) consisting of 11,15,93,485 fully paid-up Equity Shares of Rs.2/- each. The new equity shares so allotted shall rank pari-passu with the existing equity shares of the Company.

- Allotment of 78,000 fully paid up equity shares under BEL Employees Stock Option Plan

• There was an allotment of 78,000 fully paid-up equity shares of face value of Rs. 2/- each in the Board Meeting held on April 17, 2026 to the employees pursuant to exercise of options granted to them under the "BEL- Employees Stock Option Plan 2024" ("ESOP 2024").

• Consequent to the aforesaid allotment of 78,000 Equity Shares, the paid-up equity capital of the Company has increased from Rs.22,31,86,970/- consisting of

11.15.93.485 equity shares of face value of Rs.2/- each fully paid to Rs. 22,33,42,970/- consisting of 11,16,71,485 equity shares of face value of Rs.2/- each fully paid.

• The effective date of the above allotment was April 17, 2026.

Note: The allotment of 78,000 equity shares pursuant to BEL- Employees Stock Option Plan 2024 took place after the closure of the Financial Year i.e. April 17, 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board of Directors:

As on March 31, 2026, the Company has 5 (Five) Directors, consisting of 2 (Two) Independent Directors, 1 (One) Non-Executive Director and 2 (Two) Executive Directors, out of two executive directors 1 (One) is Chairman and Managing Director and 1 (One) is Whole Time Director which is in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013.

The members, at the 13^th Annual General Meeting of the Company held on 30^th September 2025, considered the following matters relating to the composition of the Board:

- Appointment of Mr. K.N. Kumar as an Independent Director

The members at the 13^th Annual General Meeting of the Company held on 30^th September 2025 approved the appointment of Mr. K.N. Kumar as an Independent Director of the Company in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- Appointment of Mr. P. Dinakara Rao as an Additional Independent Director

The Board of Directors at their meeting held on July 24, 2026 have appointed of Mr. P. Dinakara Rao as an Additional Independent Director of the Company in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. After considering recommendations of the Board, the members of the Company at the ensuing Annual General Meeting may appoint Mr. P. Dinakara Rao as Independent Director of the company.

- Re-appointment of Directors retiring by rotation

Ms. Neelima Bondada (DIN: 05220852), the Director is liable to retire by rotation and offer herself for re-appointment as Director of the company. After considering recommendations of the Board, the members of the Company at the ensuing Annual General Meeting may re-appoint Ms. Neelima Bondada as Director of the company.

Dr. Raghavendra Rao Bondada (DIN: 01883766), the Director is liable to retire by rotation and offer himself for re-appointment as Director of the Company. After considering recommendations of the Board, the members of the Company at the ensuing Annual General Meeting may re-appoint Dr. Raghavendra Rao Bondada as Director of the company.

In the opinion of the Board, there has been no change in the circumstances which may affect the status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

• Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 as on March 31, 2026:

1. Dr. Raghavendra Rao Bondada, Chairman & Managing Director

2. Satyanarayana Baratam, Whole Time Director and Chief Financial Officer

3. Sonia Bidlan, Company Secretary & Compliance Officer

DECLARATION BY AN INDEPENDENT DIRECTOR(S):

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, the Company has received declarations from the Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company's code of conduct.

BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, the Non- Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

During the year under review, the Company has also conducted two programs for familiarization of the Independent Directors on different aspects.

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met 9 (Nine) times during the year under review. The details of meetings and the attendance are given below:

Attendance of Directors for Board Meeting:

MEETINGS OF AUDIT COMMITTEE:

The Audit Committee met 5 (Five) times during the year under review. The details of meetings and the attendance are given below:

Attendance of Directors for Audit Committee:

MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee met 3 (Three) times during the year under review. The details of meetings and the attendance are given below:

Attendance of Directors for Nomination and Remuneration Committee:

MEETINGS OF STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee met 1 (One) time during the year under review. The details of meeting and the attendance are given below:

Attendance of Directors for Stakeholder's Relationship Committee:

MEETINGS OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee met 2 (Two) times during the year under review. The details of meetings and the attendance are given below:

Attendance of Directors for Corporate Social Responsibility Committee:

MEETINGS OF RISK MANAGEMENT COMMITTEE:

The Risk Management Committee met 1 (One) time during the year under review. The details of meeting and the attendance are given below:

Attendance of Directors for Risk Management Committee:

GENERAL MEETING:

During the Year under review the company has conducted General Meetings as shown in the following table:

INDEPENDENT DIRECTORS AND THEIR MEETING:

The Independent Directors met on March 31^st, 2026, without the attendance of NonIndependent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COMMITTEES OF THE BOARD OF DIRECTORS:

The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given below:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder's Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2026, the company has 12(Twelve) subsidiaries. As on March 31, 2026, the company does not have any joint venture companies.

The list of Subsidiaries and associates of the company as on March 31, 2026, is forming a part of Board's Report and the details under section 129 of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014 regarding the performance and financial position of each of the Subsidiaries/associate companies/joint ventures of the company is provided in ‘Form AOC-1' under ANNEXURE - C which forms part of this report.

AUDITORS AND AUDITOR'S REPORT:

• Statutory Auditors:

Pursuant to the provisions of Section 139 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re- enactment thereof for the time being in force) read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Sreedar Mohan & Associates, Chartered Accountants, Hyderabad (Firm Registration No. 012722S) were appointed as Statutory Auditors of the Company at the 10^th Annual General Meeting held on 30^th September, 2022 for a term of five consecutive years from the FY 2022-23 to FY 2026-27 from the conclusion of that Annual General Meeting till the conclusions of the Annual General meeting to be held in 2027.

The Report given by M/s. Sreedar Mohan & Associates, Statutory Auditors of the Company on the financial statements of the Company for the FY 2025-26 is part of the Annual Report.

- Statutory Auditors' observations in Audit Report:

The Audit Report submitted by statutory auditors for the financial year ended March 31, 2026 does not contain any qualifications, reservations, adverse remarks or disclaimers.

• Secretarial Auditor:

Pursuant to provision of Section 204 of the Companies Act 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re- enactment thereof for the time being in force), on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed M/s RVR & Associates, Practicing Company Secretary, as a Secretarial Auditor of the Company to conduct a Secretarial Audit for the Financial Year 2025-26 in Meeting of Board of Directors held on September 5^th 2025. A Secretarial Audit Report in ‘Form MR-3' issued by M/s. RVR & Associates, Practicing Company Secretary has been provided in an ANNEXURE - A which forms part of this Report.

- Secretarial Auditors' observations in Secretarial Audit Report:

The Secretarial Audit Report issued by the secretarial auditors does not contain any qualifications, reservations or adverse remarks or disclaimers.

• Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed M/s. Shravan Kumar P & Co., Chartered Accountants (Firm Regn. No. 018573S) as an Internal Auditor of the Company to conduct the internal Audit for the Financial Year 2025-26 in Meeting of Board of Directors held on September 5^th 2025.

• Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules 2014 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013, the Company is required to maintain the cost accounts and records of the Company, accordingly, on recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. Bharatulla & Associates, Cost Accountants as a Cost Auditor to prepare the Cost records and also undertake the Cost Audit for the financial year 2025-26 in the meeting of Board of Directors held on September 5^th 2025. Accordingly, after considering the recommendations of Audit Committee and Board of Directors, the remuneration payable to the Cost Auditor shall be ratified by the members at the ensuing Annual General Meeting.

• Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Report on CSR activities is annexed as ANNEXURE - B to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Since the Company is SME listed, the requirements of the Business Responsibility and Sustainability Report for the financial year ended March 31, 2026 is not applicable.

CORPORATE GOVERNANCE:

The Company is committed to good corporate governance practices.

Corporate Governance is not applicable to the Company under Regulation 15(2) of SEBI (LODR) Regulations, 2015 since the Company is listed on BSE SME platform.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has put in place adequate, strong and effective internal control systems with best processes commensurate with its size and scale of operations which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year, no reportable material weakness in the design or operation were observed.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

During the year under review, your Company had not received any complaint under the whistle blower policy.

ANNUAL RETURN:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the period under review, the Company has provided loans, guarantees or investment pursuant to provisions of Section 186 of the Companies Act, 2013, details of which are provided in notes of the Balance Sheet.

The details of loans, guarantees and investments made during the year under review are disclosed in the financial statements.

RELATED PARTY TRANSACTIONS:

All transactions with related parties entered into during the financial year were on arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions. All Related Party Transactions are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is provided as ANNEXURE - D of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended are provided below.

Technology Absorption:

No technology either indigenous or imported is involved.

Research & Development:

No research and development has been carried out Foreign Exchange Earnings and Outgo:

The Company has not earned any foreign exchange during the year and there is no foreign currency outgo during the year under review.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in ANNEXURE - E.

BOARD POLICIES:

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for Redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, the Company has not received any complaint pertaining to sexual harassment.

RISK MANAGEMENT

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement:

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

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS:

The Directors have devised proper systems and processes for complying with the requirements of applicable provisions of Secretarial Standard-1 (SS-1) and Secretarial Standard-2 (SS-2) Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

EMPLOYEE STOCK OPTION PLAN:

Equity based compensation is an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through stock based incentive plan. The Company recognised that employees are most valuable resource and their steadfast commitment and highly motivated performance is instrumental in sustained growth of the Company. It is therefore essential to attract and retain talent to ensure long-term commitment to the company to contribute to the growth and development of the company.

The Company believes in rewarding its employees including directors of the Company as well as of the existing and future subsidiary company(ies) or associates company(ies) for their continuous hard work, dedication and support, which has led the Company and existing and future subsidiary company(ies) or associates company(ies) on the growth path. The Company intends to implement Bondada Engineering Limited - Employee Stock Option Plan 2024 ("BEL-ESOP 2024") with a view to attract and retain business critical and high potential employees of the Company and its existing and future subsidiary company(ies) or associates company(ies) by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability.

Under BEL-ESOP 2024, the eligible employees were granted Options which were to be exercisable into equity shares of Rs. 10/- (Rupee Ten only) (pre-split) and (Rs. 2/- post split) each of the Company. BEL-ESOP 2024 was implemented by the Nomination and Remuneration Committee of the Board during the year.

• There were the allotments of 2,01,000 fully paid-up equity shares of face value of Rs. 2/- each and 78,000 fully paid-up equity shares of face value of Rs. 2/- each respectively on 21^st April 2025 and 27^th April 2026, to the employees

pursuant to exercise of options granted to them under the "BEL- Employees Stock Option Plan 2024" ("ESOP 2024").

• 4,18,000 options have been granted to the eligible employees of the Company under the BEL Employees Stock Option Plan 2024 ("the Scheme")

• the scheme is in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

• Each of the 4,18,000 options upon vesting thereof, shall be exercisable into 1 equity share of face value of Rs. 2/- each.

• The exercise price of the options was determined as Rs. 2/- per option in accordance with applicable Accounting Standards.

The Scheme contemplated grant of Options to the employees of the Company and its Subsidiary Company(ies) or associates company(ies) (present and future, if any).

After vesting of Options, the employees earned a right, but not an obligation, to exercise the vested Options within the exercise period and obtain equity shares of the Company which shall be issued by the Company subject to payment of exercise price and satisfaction of any tax obligation arising thereon and other terms and condition of the Scheme.

The objectives of the Scheme are:

1. Create a sense of ownership within the organization;

2. Encourage Eligible Employees to align their performance with Company objectives;

3. Promote the long-term interests of the Company by providing an incentive to attract, retain, motivate and reward Eligible Employees of the Company so as to make them partners to the growth and profitability of the Company, and thereby promoting the welfare of the Eligible Employees.

The aggregate number of stock Options to be granted under the Plan shall not exceed

21,60,000 (Twenty One Lakh Sixty Thousand) Employee Stock Options ("ESOPs"/

"Option(s)"), being 2% (Two percent) of the total outstanding equity shares of the

Company as at December 31, 2023, exercisable into not more than 21,60,000

(Twenty One Lakh Sixty Thousand) fully paid-up equity shares of the Company in

aggregate of face value of Rs. 2/- (Rupees Two only) each ("ESOP Pool").

including preferential allotment of shares or qualified institutions placement, additional Options of the Company are to be issued to the employees for the purpose of making a fair and reasonable adjustment to the Options issued to them, the above ceiling in terms of number of equity shares shall be deemed to be increased in proportion to the additional equity shares issued in the aforesaid corporate action(s).

In case of a share split or consolidation, if the revised face value of the share is less or more than the current face value as prevailing on the date of coming into force of this scheme, the maximum number of shares available for being granted under BEL- ESOP 2024, as specified above shall stand modified accordingly, so as to ensure that the aggregate benefit (No. of Shares X face value per Share) prior to such Share split or consolidation does not reduce after such Share split or consolidation.

MIGRATION OF COMPANY'S SHARES FROM SME PLATFORM OF BSE LIMITED TO THE MAIN BOARD OF BSE LIMITED AND DIRECT LISTING OF COMPAMY'S SHARES TO THE MAIN BOARD OF NSE LIMITED

The Company's shares have been listed on SME Platform of BSE Limited ("BSE") since 02^nd August 2023.

As per the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 the Company whose shares are listed on SME Exchange and whose post issue face-value capital is more than T10 Crore up to ^25 Crore may migrate from SME Exchange to Main Board after a period of 3 years from the date of listed on the SME Board.

At Present the Paid-up Equity Share Capital of the Company is ^22,33,42,970/- divided into 1,11,671,485 Equity Shares of T2/- (Two) each. Accordingly, the Company will meet the criteria for migrating from the SME Exchange to the Main Board, subject to other requirements set by the National Stock Exchange of India Limited ("NSE").

Given the Company's expanding business activities, the need for robust brand building, and the benefits of increased liquidity and investment opportunities for smaller investors, the Board of Directors believes that migrating to the BSE Main Board and Direct Listing on Main Board of National Stock Exchange of India Limited ("NSE") will enhance the Company's recognition.

This move is expected to attract greater retail investor participation and improve the Company's image and goodwill. Listing on the Main Board will provide shareholders with benefits such as increased market capitalization, enhanced liquidity, greater

participation, and increased visibility. The Company anticipates that this migration will bolster its goodwill and facilitate business expansion.

Migration from the SME Platform to the Main Board and Direct Listing requires approval from members through a Special Resolution by way of Postal Ballot.

The Company has already initiated the process of Postal Ballot and the necessary process shall be completed on or before 30^th August, 2026.

GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

• Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future.

• Change in the nature of business of your Company

• No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

• One-time settlement of loan obtained from the Banks or Financial Institutions.

• Revision of financial statements and Directors' Report of the Company

• None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI / Ministry of Corporate Affairs / Statutory Authorities.

• Neither the Managing Director nor the Whole- time Directors of the Company, receives any commission from any of its subsidiaries.

ACKNOWLEDGEMENT:

The Directors wishes to express their gratitude to bankers, financial institutions, government authorities, regulatory authorities, customers and suppliers, business partners, shareholders and other stakeholders, and all others who are directly or

indirectly associated with the company for their continued cooperation and support throughout the year.

The Directors also express their sincere gratitude for the committed efforts and ongoing contributions made by all Bondada Family members, at all levels, in order to foster the Company's success and growth.