The Directors have pleasure in presenting the 108^th Report of your Company for the Financial Year
(FY) ended on 31^st March, 2025, together with the Audited Financial Statements (both Standalone
and Consolidated), Auditor’s Reports and the Comments of Comptroller and Auditor General of India
on the Accounts of the Company and other Statements / Reports attached thereto.

FINANCIAL SUMMARY & HIGHLIGHTS    (Rs. in Lakhs)

OVERVIEW OF THE STATE OF THE

COMPANY’S AFFAIRS

•    The Company recorded net turnover of
Rs.2,57,762.84 Lakhs during FY 2024-25 as
against Rs.2,40,416.53 Lakhs in FY 2023-24,
which is an increase of 7.22% over last year.

•    The Company recorded a Profit Before Tax
of Rs.31,378.99 Lakhs in FY 2024-25 as
against Rs.27,865.34 Lakhs in FY 2023-24,
which is an increase of 12.61% over the last
year. The increase is majorly attributable to
the remarkable performance of business of
SBU: Travel & Vacations and SBU: Logistics
Services.

•    The Reserve and Surplus of your Company
increased to Rs.1,35,694.55 Lakhs as on 31^st

March, 2025 as compared to Rs.1,25,621.43
Lakhs as on 31^st March, 2024.

CHANGE IN THE NATURE OF BUSINESS

There had been no change in the nature of
business of the Company during the FY 2024-25.

TRANSFER TO RESERVES

During the FY 2024-25, no amount had been
transferred to General Reserve.

SHARE CAPITAL

The paid-up Equity Share Capital of the
Company as on 31^st March, 2025 stood at
Rs.1,71,00,38,460 consisting of 17,10,03,846
Equity Shares of Rs.10/- each fully paid up.
During the FY 2024-25, the Company had not
issued any share with differential voting rights

nor had granted any stock option or sweat equity
share.

DIVIDEND

A dividend of Rs.8.50/- (Rupees Eight and Paise
Fifty only) per fully paid up Equity Share, on
the entire paid up Equity Share Capital of the
Company has been recommended by the Board
of Directors for the FY 2024-25, for declaration by
the Members at the ensuing 108^th Annual General
Meeting (AGM) to be held on 23^rd September,
2025. The dividend, if declared, will be paid within
statutory time limit of 30 days from the date of
such declaration, either by way of demand draft or
through electronic mode, to those Shareholders,
who would be holding shares of the Company as
on the Record Date i.e. Tuesday, 16^th September,
2025 (end of day). In respect of shares held
electronically, dividend will be paid to the beneficial
owners, as on the Record Date i.e Tuesday, 16^th
September, 2025, (end of day) as per details to
be furnished by their respective Depositories,

i.e., either Central Depository Services (India)
Limited or National Securities Depository Limited
As per Securities and Exchange Board of India
(SEBI) Master Circular dated 23^rd June, 2025,
in respect of security holders, holding shares
in physical form and whose folios do not have
PAN and KYC details, any payment of dividend
shall be made electronically only upon complying
with the requirements stated in Para 19.1 of the
said Master Circular. The dividend shall be paid,
subject to deduction of Tax at Source and other
applicable provisions of the Income Tax Act, 1961.

The trend of dividend declared by the Company
in the past and recommended for the FY 2024-25
is depicted below:

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of the Company

is uploaded on the Company’s website at the link:

https://www.balmerlawrie.com/storage/codes-

policies/Doc 1741870151.pdf

The dividend recommended by the Board is in

line with the above policy.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR AND THE
DATE OF THE REPORT

No material changes and commitments affecting
the Financial Position of the Company occurred
between the end of the Financial Year and the
date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis
Report as per the provisions of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations”) and
Guidelines on Corporate Governance for Central
Public Sector Enterprises, 2010 by Department
of Public Enterprise (DPE) is attached separately
as ‘Annexure- 1’.

CONSOLIDATED FINANCIAL STATEMENTS

The Financial Statements and Results of your
Company have been duly consolidated with its
Subsidiary, Joint Ventures and Associate pursuant
to applicable provisions of the Companies Act,
2013 & allied Rules, the Listing Regulations and
Indian Accounting Standards (Ind-AS).

Further, in line with first proviso to Section 129(3)
of the Companies Act, 2013 read with the allied
Rules, Consolidated Financial Statements
prepared by your Company include a separate
Statement in Form ‘AOC-1’ containing the
salient features of the Financial Statement of
your Company’s Subsidiary, Associate and Joint
Venture Companies, which forms part of the
Annual Report.

REPORT ON SUBSIDIARY, ASSOCIATES
AND JOINT VENTURE COMPANIES AND
THEIR CONTRIBUTION TO THE OVERALL
PERFORMANCE IN THE COMPANY

The Company had adopted Policy for determining
‘Material Subsidiaries’ with effect from 28^th March,
2015. During the FY 2018-19, the Company
had revised the policy for determining Material
Subsidiaries in terms of the amended Listing
Regulations w.e.f. 1^st April, 2019. Further, during
the FY 2024-25, the Company had again revised
the Policy for determining ‘Material Subsidiaries’
in terms of the amended Listing Regulations w.e.f.
10^th February, 2025. The Policy may be accessed
on the Company’s website at the link:

https://www.balmerlawrie.com/storage/codes-
policies/Doc 1741869874.pdf

As per the aforesaid Policy, Visakhapatnam Port
Logistics Park Limited does not appear to be
Material Subsidiary of your Company.

The contribution to the income of Balmer Lawrie
& Co. Ltd. from Subsidiary, Associate and Joint
Venture Companies are as under:

FINANCIAL STATEMENT OF SUBSIDIARY
COMPANY

In line with the provisions of Section 136 of the
Companies Act, 2013, your Company has placed
audited accounts of its Subsidiary on its website-
https://www.balmerlawrie.com/storage/files/item-
11-audited-annual-accounts-dt-14052025-of-
vplpl-fy2024-25-1.pdf

Members shall be provided the financial statement
of the Subsidiary Company as per requisition
made by them in writing.

A brief write-up about the Subsidiary, Associate
and Joint Venture Companies of your Company,
inter-alia, reporting about their respective
performance, financial position and other
significant events is presented hereunder:

REPORT ON SUBSIDIARY

Visakhapatnam Port Logistics Park Limited
(VPLPL) - Subsidiary

Visakhapatnam Port Logistics Park Limited a
60:40 joint venture between Balmer Lawrie &
Co. Ltd. (BL) and Visakhapatnam Port Authority
(VPA), operates a dynamic Multimodal Logistics
Hub (MMLH) in Visakhapatnam.

This state-of-the-art facility includes:

•    A Container Freight Station (CFS), designed
to handle EXIM cargo efficiently.

•    An Open yard storage facility, providing ample
space for diversified cargos.

•    1 EXIM and 1 Domestic warehouse with
advanced automation for maximising
efficiency.

•    A temperature-controlled storage solution
offering frozen and chilled chambers capable
of handling 3,780 pallets for both EXIM and
Domestic cargo.

•    1.30 KM Rail Siding, allowing it to handle up
to 4 rakes per day, thus, ensuring seamless
transportation logistics.

The MMLH caters to both bonded and non¬
bonded cargo and offers value-added services
such as customs clearance, sorting, grading,
aggregation, disaggregation and freight handling.

The MMLH project was chosen to be developed
in Visakhapatnam, due to the presence of a
Natural Port, which acts as a gateway to the vast
industrial market of the far-east countries.

The CFS business segment, which commenced
its operations on 2^nd March, 2023, continued to
play a pivotal role in VPLPL’s business portfolio.

During the FY 2024-25, the CFS handled an
impressive 7816 TEUs of Export cargo and 8793
TEUs of Import cargo, generating a revenue
of Rs.1586 Lakhs, as compared to revenue of
Rs.1240 Lakhs, earned in the previous FY 2023¬
24, giving rise to a growth in revenue of 28%.

During the FY 2024-25, the Railway Siding
business segment handled in total 84 rakes as
against 40 rakes handled in the previous FY
2023-24. This business segment experienced
a growth of 110% in terms of number of rakes
handled by VPLPL, thereby generating a revenue
of Rs.145 Lakhs as against Rs.24 Lakhs earned
in the previous FY 2023-24.

During the FY 2024-25:

i.    There was a drop-in capacity utilisation and
revenue of the Ambient Warehouse business,
which operated at an average of 73% of its
installed capacity, as against 100% (FY 2023¬
24).

ii.    The revenue generated from Open Yard
business segment was Rs.318 Lakhs as
against Rs.354 Lakhs earned in the previous
FY 2023-24.

iii.    The Temperature Controlled Warehouse
(TCW) business segment generated a
revenue of Rs.24 Lakhs as against Rs.359
Lakhs, earned in the previous FY 2023-24.

Overall, the total revenue of VPLPL had a very
nominal increase from Rs.2191 Lakhs (FY
2023-24) to Rs.2199 Lakhs earned during the
FY 2024-25. Due to increase in cost of services
connected to CFS operations, EBIDTA registered
a drop-in percentage of the total revenue from
44% to 25%, resulting in increase of loss from
Rs.1038 Lakhs in FY 2023-24 to Rs.1671 Lakhs
in FY 2024-25.

In December 2024, the Term Loan from the
State Bank of India was refinanced by Power
Finance Corporation Ltd. (PFCL), with additional

benefits like reduced interest rate of 10%,
longer repayment tenure of 10 years and 1 year
moratorium of instalment payments.

VPLPL is looking for a better year in FY 2025-26,
by inducting new customers in its TCW segment
and for its undeveloped portion of the Open yard
business segment, which will augment its revenue
generation from these two business segments.
Rake handling business is expected to grow
further and the CFS operations will continue to
play a pivotal role in VPLPL’s business.

REPORT ON JOINT VENTURES / ASSOCIATE
Balmer Lawrie (UAE) LLC (BLUAE)

The Financial Year of operation for BLUAE is
calendar year and hence this report is for the
period of January to December 2024.

The overall performance and the financial results
for the year 2024, is commendable in view
of challenging Geo political situation and the
significant decrease in raw material prices.

Sales Volumes of most of the products are higher
than 2023 and in many products category, sales
volumes in 2024 are highest ever.

BLUAE has set and embarked on an ambitious
Sales target in two phases, by 2027 and by
2029. In order to achieve these set targets, the
Company has major expansion projects lined up
for commissioning in 2026.

Sales for the year 2024 increased significantly
as compared to Sales in 2023. Export volumes
witnessed significant increase in the FY 2024.

Various Cost leadership initiatives along with
focus on technology and improvements in
operations helped the Company to improve upon
its margins.

The Company continues to give utmost
importance to People focused growth and
customer focused approach.

Elegant Industries LLC

The performance of Elegant Industries LLC, a
subsidiary of BLUAE was highly commendable in
the second year of operations under the fold of
Balmer Lawrie (UAE) LLC. Elegant Industries LLC
could achieve highest ever sales performance
in volumes in 2024. Significant improvement in
operations and performance were achieved in
the year 2024.

Balmer Lawrie-Van Leer Limited (BLVL)

BLVL is a Joint Venture between Balmer Lawrie &

Co. Ltd. and M/s. Greif International Holding B. V.

BLVL has presented an impressive and resilient
performance in the current year. The global
economy was characterised by potential risks
emerging from tariff escalations and geopolitical
tensions. Apart from the industry specific
challenges in the plastic and steel sectors,
global instability imposed constraints on cost of
production and profitability. BLVL has navigated
through these uncertainties by focusing on
operational excellence, customer centric
approach and long term value creation.

BLVL believes in the development of high quality,
innovative products and customised packaging
solutions ensuring product safety and distribution
efficiency. BLVL strived for all round growth as
a Steel and Plastic packaging business solution
provider to industries like lubricants, leather
chemicals, specialty chemicals, construction
chemicals, fine chemicals, bitumen, food,
aromatic, inks, paint and automobiles.

BLVL earned a revenue of Rs.584.87 Crore and
PBT of Rs.50.05 Crore in FY 2024-25. The Steel
drum closures in Mumbai and Bengaluru have
witnessed an increase in revenue and the volume
of rubber products have grown as compared to
the last year. The Plastic Division at Turbhe,
Dehradun, Dahej & Chennai was able to keep
the operational cost in control and increase its
margins in the current year. The combined overall
turnover of both Steel Drum Division and Plastic
Drum Division was higher as compared to that of
the previous year.

Several notable developments were made in
reinforcing the position in the food packaging and
automotive components segment. A dedicated
manufacturing facility is under development for
providing custom made components of consumer
durable white goods and auto industry. During
the year, customer trials were successful and
shipments have commenced.

During the year, BLVL broadened its sustainability
agenda with greater adoption of renewable
energy, enhanced energy efficiency and circular
economy practices.

Avi-Oil India Private Limited (AVI-OIL)

Avi-Oil India Private Limited is a joint venture of
Indian Oil Corporation Limited, Balmer Lawrie &
Co. Ltd. (both Public Sector Units) and Neden
Holding B.V., Netherlands (NYCO Group,
France).

The motto is to provide AVI-OIL’s customers with

high-quality products, first-class support and
technical expertise. It invests a lot of effort in R&D
to deliver the most innovative solutions combining
safety and environmental performance.

AVI-OIL’s vision is to leverage its technical
knowledge, innovation-oriented mindset and
chemical manufacturing capability to be a global
provider of solutions for the markets they choose
to serve. The product segments are:

•    Civil aviation lubricants

•    Military lubricants complying with international
specifications

•    Ground gas turbines lubricants

•    Synthetic ester base stocks for lubricants,
plasticizers, dielectric fluids

•    Synthetic lubricants for industrial and
automotive applications

•    NYCOGREEN: environmentally considerate
and biodegradable esters and lubricants

During the FY 2024-2025, AVI-OIL achieved an
increase in net sales of 46% from Rs.8,532.35
Lakhs for FY 2023-24 to Rs.12,446.90 Lakhs for
current FY 2024-25 with a volume increase of
51% from 1,289 KL for previous FY 2023-24 to
1,946 KL for FY 2024-25.

PT Balmer Lawrie Indonesia (PTBLI)

PT Balmer Lawrie Indonesia (PTBLI) is a 50:50
Joint Venture Company between “PT Imani
Wicaksana”, Indonesia and “Balmer Lawrie & Co.
Ltd.”, India. The business of the Joint Venture is to
manufacture and sale of greases and lubricants
in Indonesia and adjoining regions.

PTBLI has 3 (three) business verticals:

•    Industrial & Direct B2B

•    Retail Channel Business

•    Contract Manufacturing Business

While Industrial & Retail Business focuses on
sales and promoting our own ‘Balmerol’ Brand of
Lubricants in this region, Contract Manufacturing
is done on contract basis to manufacture for other
Lube & Grease Marketing companies including
Pertamina, the largest national oil Company of
Indonesia.

The FY 2024-25 witnessed decline in top-line by
around 11%.The corresponding volume declined
by 7%.

PTBLI witnessed major challenges in meeting
customer requirement with higher credit period,
which is typical of the Indonesia market and had

to be selective in servicing customers owing to
severe pressure in its cash flow and high over¬
head cost ever since the Pertamina business
went away in 2022. However, the sale of the
‘Balmerol’ Brand has increased to around 150¬
160 KL per month in last 2 years against 60-70
KL during the time when Pertamina was being
serviced by PTBLI.

Indonesia is currently witnessing stiff competition
from major international players in Lubricants
to make their presence in this market. Effort
is being made to increase the volume in B2B
segment by acquiring more direct customers and
increasing the oil share of business with Greases
by promoting ‘Balmerol’ Brand.

CESSATION / CHANGE IN JOINT VENTURES
/SUBSIDIARY / ASSOCIATE COMPANIES
DURING THE YEAR

During the FY 2024-25, there was no instances
of cessation/change in Joint Ventures/Subsidiary/
Associate Companies.

MEMORANDUM OF UNDERSTANDING (MOU)

Every year, your Company signs an MOU with
the Government of India, Ministry of Petroleum
and Natural Gas based on guidelines issued
by the Department of Public Enterprises. The
MOU targets include revenue from operations,
operating profit to Revenue, PAT/Net Worth,
capital expenditure, receivable management,
capacity utilisation and research and development
initiative, etc. Periodic review on achievement of
MOU was carried out throughout the year. MOU
evaluation for the FY 2023-24 has been received.
The grading of the Company for the FY 2023-24
was ‘Very Good’.

HUMAN RESOURCE MANAGEMENT (HRM)

Balmer Lawrie believes that people are key to its
success. We are committed to continuously invest
in attracting, nurturing and retaining aspiring
Professionals, who can help us achieve our goals
now and in the future. Recognising the primacy of
the people in the Organisation, who are at the core
of all the activities, the Company has given due
attention and importance to various people policies
and has aligned them to the businesses of the
Company. With well-defined and easy to interpret
Human Resource (HR) Policies, our endeavor
is to create a congenial work environment where
our employees have tools and the freedom to
deliver their commitments and take great pride in

their work. Our HR Rules & Policies are regularly
reviewed to create an enabling environment that
motivates our employees, supports their growth,
and reward their contributions. These employee¬
centric policies and development initiatives
inspire our workforce to achieve their personal
development while helping the Company grow.

The focus of our organisation in the FY 2024¬
25 has been to deliver value consistently to all
stakeholders, enhancing employee engagement
and well-being, upgrading leadership &
managerial capabilities and managing employee
performance at all levels of the workforce. The
organisation believes that its success depends
on keeping its workforce happy, healthy, hopeful
and energised for achieving its objectives.

Talent Acquisition

The Company is committed to ensuring that its
employment processes are fair, equitable and
transparent. To achieve this, we have designed
our entire recruitment process by leveraging
technology, which integrates various subsystems
seamlessly. To enhance digital footprints and
transparency in the process, various online
platforms have been developed from time to
time. With an eye on the experience factor, the
Company has enhanced its recruitment and
onboarding processes by implementing Robotic
Process Automation (RPA), thereby boosting
operational efficiency and effectiveness.

Our Company operates with underlying rule
to provide equal opportunity to all the eligible
candidates across country. All the Vacancies are
advertised in the local newspapers and national
daily newspapers and on our website.

Recruitment of Executives is done at various
levels/grades across businesses and Functions.
In order to meet the skill set needed for diverse
business verticals, Balmer Lawrie also carries out
mid and senior level recruitment of experienced
professionals.

Reservation of posts as well as relaxations/
concessions are allowed as per Government
Directives in all the above recruitment. Separate
rosters are maintained for Open recruitment.

Balmer Lawrie also has a structured on-boarding
policy under which Executives and Non-Unionised
Supervisors undergo onboarding through the
induction module.

The Company has successfully inducted 48
(Forty Eight) Executives and 16 (Sixteen) Officers
(Non-Unionised Supervisors) during the year to
reinforce the Company’s performance and bolster
the Company’s capabilities in all business areas.

Learning and Development

Balmer Lawrie aligns its learning and development
initiatives with the strategic goals of enhancing
organisational growth and productivity. Our
commitment lies in continually investing in the
professional skills and competencies of our
workforce. To achieve this, comprehensive
training programs are tailored to develop technical
/functional expertise and leadership capabilities
in line with the Company’s evolving business
requirements. We also provide statutory safety
and well-being trainings to ensure compliance
with legal requirements, promote a culture of
health and safety and support the physical and
mental well-being of all employees.

To foster a robust learning culture and enhance
performance, the Company has developed
SCORM-based and movie-based digital learning
modules tailored to meet specific business needs.
Online modules have been created for induction
of lateral hires and for creating awareness of
Purchase/Procurement procedures as well as
Cyber Security of the Company.

The Company has also introduced a Women
Leadership Development Program named
‘Pragati’, aimed at empowering female employees
by equipping them with the skills, confidence and
strategic insight necessary to take on leadership
roles. This initiative reflects our commitment
to fostering an inclusive workplace culture that
values diversity and promotes equal opportunities.
Through coaching, experiential learning and
targeted workshops, the program is designed to
build a strong pipeline of women leaders who can
contribute meaningfully to the Company’s long¬
term vision and success.

During the year, a total of 2000+ training days
were delivered comprising both in-house
and external programs across all employee
categories, reflecting our steadfast commitment
to continuous learning and development.

Urja - Balmer Lawrie’s Wellness Initiative

At Balmer Lawrie, we remain committed to
fostering a workplace environment that promotes

comprehensive well-being and supports the
physical, mental and emotional health of our
employees.

To achieve this, we successfully launched the
Corporate Yoga Program and the Parenting
Wellness Program, conducted bi-weekly and
bi-monthly, respectively.

The Corporate Yoga Program catered to
employees and their family members, enhancing
their physical and mental health. The Parenting
Wellness Program catered to working parents,
providing them with resources and strategies
to balance their professional and parental
responsibilities effectively.

Managing Performance

E-Performance Management System (e-PMS)
for Regular Employees has been introduced at
Balmer Lawrie more than a decade back. It serves
as a comprehensive Performance Management
and Developmental tool. The PMS framework is
anchored on the objective assessment of goal
achievement, development of competencies
and demonstrated commitment to organisational
leadership values. Balmer Lawrie has also
implemented e-PMS for its Fixed Term Contract
Personnel.

The Company has defined performance
evaluation, management and development
process and framework for all personnel serving
the organisation irrespective of grade level &
cadre. Our Company has maintained 100%
online submission of ACR / APAR in respect of all
Non-Unionised positions along with compliance
of prescribed timelines w.r.t writing of ACR / APAR
during FY 2024-25.

Performance related Incentives

Balmer Lawrie adheres to the Department of
Public Enterprises guidelines for revising pay
for public sector officers, which includes the
methodology for implementing Performance
Related Pay (PRP) as prescribed by the 3^rd Pay
Revision Committee.

Employee Engagement and Welfare

An effective work culture has been established in
the organisation which encourages participation
and involvement of employees in activities
beyond work. Towards furthering this, during the
year the 159^th Foundation Day was celebrated in
all units and establishments across the country.
The employees participated in large numbers
and made the event a memorable occasion.

Besides Foundation Day, local festivals are also
celebrated at the various regions of the Company.

Welfare & representation of SCs, STs, OBCs,
PwBDs, EWS

During the year, in the Executive & Officers [NUS]
cadre, 11 (Eleven) employees in the SC category,
23 (Twenty-Three) employees in the OBC
category, 2 (Two) employee in the ST category
and 4 (Four) women employees were recruited.

The actual number of employees belonging to
the following categories, Group-wise, as on 31^st
March, 2025 is given below:

[*] On and from 08^th September, 1993 onwards

Implementation of The Persons with
Disabilities (Equal Opportunities, Protection
of Right and Full Participation) Act, 1995 and
the Rights of Persons with Disabilities Act,
2016

In compliance with the above Acts, the Company
has implemented reservation rosters including
4% reservation for persons with benchmark
disabilities. Our Company also has implemented
‘Equal Opportunity Policy’ in accordance with the
provisions of the Rights of People with Disabilities
Act, 2016 and Rights of Persons with Disabilities
Rules, 2017.

Employee Relations

Balmer Lawrie fosters harmonious industrial
relations at all its units and work centers by
promoting mutual trust, confidence, cooperation,
collaboration and active participation of
collectives. We are committed to strengthening
bipartite and joint negotiating mechanisms,
enhancing our grievance redressal system and
encouraging participative management.

Management also believes in a process of open
& transparent consultation with the collectives.
Employees are represented in various Trusts
formed by the Company to administer various
employee benefit schemes. Plant level
committees are in place to discuss and settle
productivity and work place related matters.

Consultative Forums have been established to
resolve disputes/differences.

By closely monitoring the implementation of joint
decisions, we aim to prevent the loss of man-
days due to industrial action. The employee
relations continued to be generally cordial at all
Units/ Locations of the Company during the year.

Implementation of Official Language

To ensure implementation of Official Language
policy of the Government of India, our Company
has taken several steps to promote usage of
Hindi in official work. Various activities like 24
workshops were organised during the year in
which 350 employees were trained on usage
of Hindi in Official work. Hindi Pakhwada was
celebrated at all locations of the Company during
the month of September, 2024.

We have also trained 35 employees in Hindi
Prabodh, Praveen and Pragya courses.
Implementation of the Official Language Policy is
top driven in our company and Hindi is used in
all our activities of CSR, Company’s Foundation
Day, Town Hall meetings, World Environment
Day, Safety Week, Vigilance Awareness Week
and International Women’s Day. For promotion of
Hindi in Official work, file covers are now being
printed with bilingual designations/daily routine
notings.

Empowerment of Women

In an endeavour to promote diversity and
inclusion, adequate representation of women
personnel across business verticals and regions
has always been ensured. Efforts have been
made at all times to create an atmosphere
conducive and safe for women employees to
join and build a career in this organisation. The
strength of women employees was 10.69% as on
31^st March, 2025.

In our Service Businesses, especially SBU: Travel
& Vacations, women constitute a large proportion
of our staff. We even have representation of
women in our manufacturing businesses like
Chemicals, Industrial Packaging, Greases &
Lubricants.

The Company is committed to support women’s
advancement in leadership roles, promoting a
more inclusive and equitable workplace culture.
Balmer Lawrie encourages women to take up
leadership positions and we have had women
leaders as full time / Independent / Government
Nominee Directors, heading Businesses like
Travel and the Secretarial function. At present, we

have women holding key positions in businesses
and functions.

The Company has organised various
developmental initiatives including launch of
Women Leadership Development Program
during International Women’s Day Celebration
for Women Personnel across Regions. The
celebrations were marked by a panel discussion
by Senior Woman leaders. The third issue of the
special publication ‘Shakti’ on the occasion of
International Women’s Day, was published as an
endeavour to celebrate the women workforce of
Balmer Lawrie & Co. Ltd.

A women’s cricket tournament was organised as
a part of the 159^th Foundation Day celebrations.
The four women cricket teams had players from
across various SBUs/Functions who showcased
great spirit of competition with immense fervour
and grace. The cricket tournament was not just
about the matches played or the scores tallied;
it was about the sense of camaraderie, the
teamwork and the empowerment felt by every
player.

Welfare of the Weaker Sections

Balmer Lawrie recruits talent from diverse
backgrounds, encompassing gender, caste,
religion and more, resulting in a rich and varied
workforce. Our recruitment includes individuals
from other backward classes, SC/ ST communities
and differently-abled persons. We are committed
to continuing to create job opportunities for
under represented sections of society, adhering
to government regulations that promote social
inclusion.

The Company policy does not permit employment
of any person below the age of 18 years, directly
or through contractor, in any of its businesses.
To ensure this, the age of all candidates for
employment is verified at the time of recruitment
and recruitment rules ban employment of persons
below 18 years. It also does not buy goods/
products from agencies that use child labour. The
Company enforces this standard on all suppliers /
vendors/customers engaged in business with the
Company.

The Company does not practice any form of
discrimination or bias in matters related to hiring
of employees, their career planning, training
and development, promotion, transfers or on
remuneration and perquisites. All sections of
employees are given equal opportunities and
the Human Resource Policy is to advance the
cause of meritocracy and foster development of

employees, including learning and growth.

The Company does not practice any
discrimination, in matters relating to recruitment,
compensation, promotion, training on the basis
of religion, caste, region, political affiliation
or sex, excepting positive discrimination
in hiring of employees to give effect to
constitutional guarantees for socially backward
/underprivileged groups like SC/ST/OBC/
Minorities/EWS/Persons with Benchmark
Disabilities.

In all recruitment where there are candidates
from SC/ST/OBC communities, the Selection
Committee includes a member from the
appropriate reserved community, as per
applicable Government guidelines to ensure that
the interest of these communities is safeguarded.

Community Development and Social Welfare

At Balmer Lawrie & Co. Ltd., our commitment
to sustainable and inclusive growth is deeply
embedded in our corporate ethos. In FY 2024-25,
we continued to drive meaningful social impact
through our flagship CSR initiatives—BLISS
(Balmer Lawrie Initiative for Social Sustenance)
and SAMBAL (Samaj Mein Balmer Lawrie).

Our CSR strategy focuses on addressing pressing
societal challenges, empowering communities
and fostering long-term development. We
recognise that effective community engagement
requires active collaboration with local
stakeholders, including Government agencies,
non-profit organisations and beneficiaries.
Through these partnerships, we aim to create
scalable and impactful outcomes aligned with
national development goals.

Key Initiatives and Focus Areas

1.    Healthcare

•    Free Cancer Detection Medical Camps:
Organised in rural and remote locations to
provide essential healthcare access.

•    Health Awareness Campaigns: Programs
focused on preventive healthcare,
sanitation and hygiene targeted towards
marginalised communities.

•    Swachh Bharat Abhiyan: Continued
participation through annual cleanliness
and sanitation drives.

2.    Environmental Sustainability

•    Afforestation Drives: Tree plantation
initiatives to support reforestation and

ecological balance. 8500 saplings were
planted under Mission Life "Ek Ped Maa
Ke Naam".

•    Waste Management: Identified Cleanliness
Target Units, which were cleaned and
being maintained.

3.    Community Development

•    Skill Development: Training programs
aimed at enhancing employability and
entrepreneurial capabilities among
youth and women, aligned with the Skill
Development Initiatives (SDIs) of the oil
sector.

4.    Sanitation and Cleanliness

•    Cleanliness Campaigns:    Active

contribution to the Swachh Bharat Mission,
encouraging ‘Reduce, Reuse, Recycle’
principles across communities.

These initiatives reflect Balmer Lawrie’s
unwavering dedication to societal well-being,
environmental stewardship and inclusive
progress. By integrating cSr into our broader
business strategy, we continue to contribute
meaningfully to the nation’s sustainable
development agenda.

Sports Promotion

Our Company encourages its employees to
participate in various intra-regional sports
activities like cricket, football etc. Our Company
is a member of the Petroleum Sports Promotion
Board (PSPB). It provides infrastructure for
promoting sports/entertainment activities. The
Company also conducts annual inter-unit sports
meets for its employees.

Centralised Public Grievance Redressal And
Monitoring System (CPGRAMS)

Balmer Lawrie is dedicated to achieving
excellence in service delivery, customer
satisfaction, and sustainable business practices,
aiming to minimise public grievances. Our
Public Grievance Redressal system includes
designated officers available at specified times at
our Head Office in Kolkata to assist with public
grievance resolution. Detailed information about
the Grievance Redressal Officer is available on
our corporate website.

We also encourage the use of the Centralised
Public Grievances Redress and Monitoring
System (CPGRAMS), a web-enabled system
provided by the Department of Administrative
Reforms & Public Grievances (DARPG). You can

access CPGRAMS via a link on our corporate
website.

Our commitment to addressing and resolving
grievances promptly involves effective
coordination and qualitative resolution. We
conduct root cause analysis of grievances and
update our service standards as necessary to
prevent recurrence.

Web link for accessing various policies of the
Company

As a part of effective Corporate Governance,
various codes such as ‘The Code of Conduct for
Board Members and Designated Personnel of
Balmer Lawrie & Co. Ltd.’, ‘Conduct, Discipline
and Review Rules for Executives & Non-Unionised
Supervisions (NUS)’ and policies such as ‘HSE
Progressive Disciplinary Policy’, ‘Related Party
Transactions Policy’, etc. are uploaded on the
Company website. The same can be accessed
on the following link -

https://www.balmerlawrie.com/goverance/codes-

and-policies

Disclosures regarding constitution of the
Internal Committee and complaints under the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013

Constitution of Internal Committee (IC)

The Company has complied with provisions
relating to constitution of IC under Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Our Company has reconstituted Internal
Committees in all four regions namely Eastern,
Western, Northern and Southern Region
(Separate ICs have been constituted in Bengaluru,
Hyderabad and Chennai) of the country under
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013. The following is furnished in terms of the
Companies (Accounts) Rules, 2014 and the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:

A. Details as per the Companies (Accounts)
Rules, 2014:

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

ii)    Number of complaints disposed off during
the year - Nil

iii)    Number of cases pending for more than
ninety days - Nil

B. Details in terms of Section 22 of the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013:

a)    Number of complaints filed during the
Calendar Year 2024- Nil

b)    Number of complaints disposed off during
the Calendar Year 2024 - Nil

c)    Number of complaints pending as on end of
the Calendar Year 2024 - Nil

Compliance of the provisions related to the
Maternity Benefit Act, 1961

The Company has complied with the provisions
related to the Maternity Benefit Act, 1961.

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

Annual Report on CSR Activities
1. Brief outline on CSR Policy of the Company
Vision

“We are committed to serve the community by
empowering it to achieve its aspirations and
improving its overall quality of life.”

Mission

To undertake CSR activities in chosen areas
through partnerships, particularly for the
communities around us and weaker sections
of the society by supporting need-based
initiatives.

Objectives

•    To improve the health and nutritional
well-being of communities by supporting
preventive healthcare, maternal and
child health, sanitation initiatives and
strengthening public health infrastructure.

•    To promote inclusive and quality education
by supporting school infrastructure
development, digital learning tools like
smart classrooms and awareness programs
for adolescent girls.

•    To enhance livelihood opportunities by
supporting skill development institutes and
vocational training initiatives, particularly
for women and youth, to build self-reliance
and economic resilience.

•    To foster environmental sustainability
through plantation drives, biodiversity
enhancement and ecological awareness

initiatives in both rural and urban settings.

•    To support the holistic development of
vulnerable populations, including orphans
and differently abled individuals, through
care, protection and empowerment
programs.

•    To contribute to national relief and
rehabilitation efforts in times of natural
disasters and emergencies, aiding affected
communities in recovery and rebuilding.

Guiding Principles

At Balmer Lawrie, our commitment to social
responsibility is rooted in inclusive and
sustainable development. We strive to uplift
marginalised communities and drive holistic
growth. Our CSR approach is anchored in the
following guiding principles:

•    Taking affirmative action to expand
opportunities for underprivileged and
marginalised communities.

•    Promoting gender inclusiveness across all
our programs and initiatives.

•    Fostering community participation and
ownership to ensure long-term sustainability
and impact.

•    Encouraging employee engagement
through voluntary participation in CSR
activities.

•    Enhancing visibility and knowledge sharing
to inspire and benefit wider stakeholders.

•    Building strong partnerships for effective
design, delivery, and scale of CSR
interventions.

•    Aligning CSR efforts with business
objectives, wherever feasible, to maximise
relevance and impact.

•    Investing in capacity building of vulnerable
groups to empower them for a better future.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) reflects
a business’s ongoing commitment to integrate
social and environmental considerations into
its operations. India is a pioneer in mandating
CSR through the Companies Act, 2013, which
notably introduced Section 135, requiring
companies to allocate funds and report on
CSR projects focused on social, economic,
cultural and environmental development.
The Company has implemented the policy

on Corporate Social Responsibility while
undertaking the CSR initiatives taken during
the FY 2024-25.

The core objective of this mandate is to foster
sustainable empowerment of disadvantaged
communities through initiatives that promote
health, education, livelihood, care, protection
and environmental stewardship. CSR
thus serves as a vital tool to build resilient
communities and maintain ecological balance.

Balmer Lawrie is deeply committed
to conducting its business with social
responsibility at its core. Over the years, the
company has driven sustainable development
through numerous CSR projects across its
units nationwide, alongside supporting key
government initiatives such as the Swachh
Bharat Mission and Skill Development
Institutes.

At the heart of Balmer Lawrie’s CSR efforts
are two flagship programs:

•    Balmer Lawrie Initiative for Self¬
Sustenance (BLISS): Focused on creating
long-term economic independence for
underprivileged communities.

•    Samaj Mein Balmer Lawrie (SAMBAL):

Aims to improve the quality of life and
living standards around the Company’s
operational areas.

In pursuit of a sustainable society, Balmer
Lawrie continues to innovate and implement
impactful CSR programs. The Company
actively partners with specialised organisations
aligned with its goals and complies fully with
the Companies Act, 2013 DPE Guidelines
and Schedule VII to Companies Act, 2013
requirements.

Through these dedicated efforts, Balmer
Lawrie proudly advances its mission of
inclusive growth and community well-being,
reinforcing CSR as an integral part of its
business philosophy.

Glimpses of Key CSR Footprint:

During the FY 2024-25, Balmer Lawrie
undertook a diverse range of CSR initiatives
focused on improving the health, education,
livelihood and environmental sustainability of
communities across various states in India.
These efforts aligned with the Company’s core
CSR objectives and emphasised long-term
social impact.

•    Health and Nutrition:

A significant portion of the CSR activities
are centred on enhancing healthcare
infrastructure and services. Preventive
health camps such as cancer detection
drives were conducted in multiple locations
including New Delhi and Uttar Pradesh,
targeting early diagnosis and awareness.
Health programs focusing on maternal and
childcare, nutrition and adolescent health
education were implemented through
partnerships with specialised NGOs,
reaching vulnerable groups including
women, children and the elderly.

•    Education and Skill Development:

Balmer Lawrie continued its commitment to
education by supporting skill development
institutes across several states such as
Kerala, Uttar Pradesh, Gujarat and Assam.
These initiatives aimed to equip youth and
women with vocational skills, enabling them
to become self-reliant.

The Company also promoted technology-
based learning through the establishment of
smart classrooms and supported education
for marginalised children, emphasising on
education of the girl child.

•    Environmental Sustainability:

Environmental initiatives formed an integral
part of the CSR portfolio. The Company
championed ecological balance through
plantation drives, notably the "Ek Ped Maa

Ke Naam” program in Chennai and New
Delhi fostering community participation in
greening efforts. Additionally, innovative
projects such as the development of a
butterfly garden in Kolkata contributed to
biodiversity conservation and environmental
awareness among local communities.

•    Sanitation and Community Hygiene:

In alignment with the national Swachh
Bharat Abhiyan, Balmer Lawrie actively
promoted sanitation and hygiene in
several locations, including West Bengal,
Maharashtra, Tamil Nadu and Dadra and
Nagar Haveli. These initiatives enhanced
public health and cleanliness through direct
interventions and collaboration with NGOs.

•    Support for Innovation and Incubation:

Recognising the importance of fostering
innovation, the Company contributed to
research incubators, supporting institutions
like I IT Roorkee in advancing technology
and entrepreneurship that can ultimately
benefit communities and society at large.

Overall, the CSR initiatives of FY 2024¬
25 demonstrated Balmer Lawrie’s holistic
approach toward sustainable development
— addressing critical social needs,
empowering communities and safeguarding
the environment. The Company’s efforts
continue to build resilient communities and
contribute to inclusive growth in the regions
where it operates.

2. Composition of CSR Committee as on 31^st March, 2025:

2024 and consequent to the same, he also ceased to be the Chairperson of the CSR Committee
from the said date.

Shri Rajeev Kumar ceased to be the Independent Director of the Company w.e.f 8^th November,
2024 and consequent to the same, he also ceased to be the Member of the CSR Committee from
the said date.

Shri Saurav Dutta, Director (Finance) and Chief Financial Officer of the Company was inducted
as a Member of the CSR Committee for the period from 30^th December, 2024 to 30^th March, 2025.

3.    The web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved
by the Board are disclosed on the website of the company:

a.    Composition of CSR Committee - https://www.balmerlawrie.com/goverance/committees

b.    CSR Policy - https://www.balmerlawrie.com/storage/codes-policies/Doc 1741870076.pdf

c.    CSR Projects approved by the Board - https://www.balmerlawrie.com/sustainability/csr

4.    The executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out
in pursuance of sub-rule (3) of rule 8, if applicable. - Not Applicable

5.    (a) Average net profit of the Company as per sub-section (5) of Section 135.

Rs.21,020.50 Lakhs

(b)    Two percent of average net profit of the Company as per sub-Section (5) of Section 135.
Rs.420.41 Lakhs

(c)    Surplus arising out of the CSR Projects or programmes or activities of the previous Financial
Years. - Nil

(d)    Amount required to be set-off for the Financial Year 2024-25, if any.

Rs.200.00 Lakhs

(e)    Total CSR obligation for the Financial Year 2024-25 [(b)+(c)-(d)].

Rs.220.41 Lakhs

6.    (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project).

Rs.401.59 Lakhs

(b)    Amount spent in Administrative overheads - Rs.8.72 Lakhs

(c)    Amount spent on Impact Assessment, if applicable. - Rs.18.00 Lakhs²

(²Impact Assessment is not mandated for the Company as per sub-rule (3) of Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014. However, to gain insights into
the effectiveness and outcomes of our community-based initiatives, a brief impact assessment
was voluntarily undertaken during FY 2024-25.)

(d)    Total amount spent for the Financial Year 2024-25 [(a)+(b)+(c)]. - Rs.428.31 Lakhs

(e)    CSR amount spent or unspent for the Financial Year 2024-25:

(f) Excess amount for set-off, if any:

*The Board of Directors at its Meeting held on 6^th August, 2025 had decided not to set-off
the excess amount of CSR expenditure being Rs. 7.90 Lakhs.

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

8. Whether any capital assets have been created or acquired through Corporate Social
Responsibility amount spent in the Financial Year: No

If Yes, enter the number of Capital assets created / acquired: Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social
Responsibility amount spent in the Financial Year:

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as
per sub-section (5) of section 135 of the Companies Act, 2013 - Not Applicable

Shri Harishkumar Madhusudan Joshi    Shri Adhip Nath Palchaudhuri

Independent Director    Chairman & Managing Director

Chairperson of CSR Committee    (DIN: 08695322)

(DIN:1201050)

Pursuant to provisions of Regulation 34(2)

(f) of the Listing Regulations, the Business
Responsibility and Sustainability Report (BRSR)
for the FY 2024-25, containing the initiatives taken
by the Company from environmental, social and
governance perspective, forms ‘Annexure-2’ of
the Board’s Report.

OCCUPATIONAL HEALTH & SAFETY (“OHS”)

Employee Health and Safety

Safety of our employees and people in our
value chain is a core business value and is
non-negotiable. This commitment extends to
safeguarding the health and safety of not only
our employees but also contractors, visitors,
customers and any other individual impacted
by our activities. We want no one to be injured
at work, while travelling to work or in any other
activity outside of work.

By identifying healthy and safe working conditions
as a risk and opportunity, your Company
prioritises the well-being of the employees,
complies with legal norms, maintains operational
efficiency & continuity, protects brand reputation
and manages costs effectively. These factors,
contribute to the overall sustainability and long¬
term success of the Company. Our priority is
to ensure a safe working environment for all
our employees and workers with primary focus
on safety management system, mitigation of
associated hazards, regular training and mock
drills, periodic risk assessment, inspections
and audits and continual improvement in OHS
management system.

A strong safety system is in place to fulfil the Zero
Harm Vision. These processes are well designed,
rely on online data and are centred on the shared
responsibility principle.

At Balmer Lawrie, we have set high standards of
occupational safety in the premises of all our units
/establishments. Regular assessment of health
and safety practices and working conditions in all
our plants and offices is done to identify gaps, if
any and accordingly, corrective action plans are
developed.

Our Senior Management, along with key facility
workers, are responsible for implementing
necessary safety policies, procedures and
measures from the Corporate Governance
Standpoint.

Your Company has published an Health Safety

and Environment (HSE) Manual which is being
used as a reference book in plants and other
establishments of your Company. Major plants/
units of your Company are ISO 45001 and ISO
14001 certified. All Occupational Health & Safety
Standards are adhered to as per the Factories
Act, 1948.

Your Company has an online HSE MIS System
where all Manufacturing/Services units submit
monthly HSE Report to Corporate Office, enabling
it to take corrective action.

Major initiatives/activities undertaken in this
domain in FY 2024-25 are as follows:

•    HSE Audits were carried out in manufacturing
and service units/establishment of
your Company during the year and
recommendations thereof were implemented.

•    To further improve its endeavour of employee
health & safety (H&S), your Company organises
trainings, classroom programmes covering
topics ranging from employee’s health, stress
management and general awareness of a safe
work environment for permanent employees
and contract workers.

•    The 54^th National Safety Week was observed
from 4^th March, 2025 to 10^th March, 2025 in
all units/establishments across the country.
The week commenced on 4^th March, 2025,
which was observed as National Safety Day,
with the administering of the safety pledge
and reading out of message of Chairman &
Managing Director. In line with the theme,
various programs were organised over the
week. The programs included extempore,
quiz, mock drills, safety slogan and essay
writing competitions.

ENVIRONMENTAL PROTECTION AND
SUSTAINABILITY

Balmer Lawrie is deeply committed to sustainable
practices, corporate governance, and social
responsibility. We have taken several targets
covering energy management, emission
management, water management, waste
management, employee health and safety,
women empowerment, community development
and governance commitments. We began
publishing the Business Sustainability and
Responsibility Report (BRSR) in our Annual
Report from last year, which is available on the
Company’s website.

Your Company has taken various initiatives to
promote sustainability across its operations;
from investing in solar energy to optimising

manufacturing processes, optimising water usage
and managing waste responsibility, it is committed
towards the protection and conservation of the
environment making a appreciable difference in
reducing its environmental footprint.

To reduce carbon footprint, our strategies include
replacing conventional energy sources with
renewable energy sources, implementing energy-
efficient manufacturing processes, VFDs, motors,
lights and buildings and investing in carbon offset
manufacturing processes.

We believe that conservation of water offers an
opportunity to help to slow the climate change.
Major steps are taken by your Company to reduce
water usage and minimise waste, such as using
low flow fixtures, water free urinals, recycling
wastewater, treatment via effluent plants and
implementing rainwater harvesting systems.
Treatment and disposal of effluents conform to
the statutory requirements.

Air emissions norms also strictly adhere to the
norms laid down in the Environment Protection
Act, 1986.

Disposal of hazardous waste is done strictly as
per Hazardous and Other Wastes (Management
& Transboundary Movement) Rules, 2016. All
Plants and major establishments of the Company
are certified to environment standards ISO 14001.

We are constantly focussing on minimising single¬
use plastics within our organisation.

We regularly engage with stakeholders to reduce
plastic usage for products and explore sustainable
alternatives.

COMMUNICATIONS & BRANDING INITIATIVES

The significant internal communication and
branding initiatives driven during the FY 2024¬
25 to create employee bonding and enhance
the process of information sharing in BL are as
follows:

•    Regular publication of the Daily Media Update
(a news report for the Ministry and Top
Management team, covering news on BL,
news from the Oil & Gas sector and initiatives
of the government).

•    Regular publication of the Weekly Media
Update (a news report for employees covering
news on BL, news related to Government of
India (GOI) and Public Sector Enterprises
(PSEs) and news from the verticals that we
do business in); BL Online Monthly Bulletin
(monthly newsletter), BL Organizational

Gazette (the quarterly house magazine).
These publications are available on the
Company’s intranet and website.

•    Internal events like celebration of Foundation
Day, etc. to enhance employee engagement.

•    Continuous communication on various
initiatives of BL and the Government of India
at the workplace.

•    Development of Corporate Film and SBU
versions.

The external communication initiatives, especially
from a branding perspective and achievements
are as follows:

•    Media Coverage: Corporate Reports in
business magazines/newspapers/television
& online media and coverage of key
organization events, CSR initiatives, etc.

• Press Meet after the Annual General Meeting.

•    Branding in Exhibitions and Corporate
events highlighting BL as market leader in
the various businesses it operates.

•    Regular updates related to the Company
events, initiatives of Hon’ble PM and Ministry
of Petroleum and Natural Gas are posted
on the BL Facebook, LinkedIn and Twitter
pages.

•    Branding of Swachh Bharat Abhiyan and
other similar initiatives.

•    Branding support/Social Media campaign for
SBUs: Travel & Vacations, Cold Chain, etc.

•    Support to HR Department for employee
branding initiatives and participation in
various industry awards.

INFORMATION TECHNOLOGY

Your Company is dedicated to harnessing
the power of information technology to drive
operational efficiency, elevate business value
and streamline processes. With SAP systems
already in place across manufacturing SBUs,
Finance and Corporate functions such as HR,
the foundation for digital transformation is
well established. To stay aligned with evolving
technological advancements and further enhance
value creation, your Company is now investing in
the transition to S/4 HANA—ushering in the next
generation of ERP capabilities.

In addition, digitalization initiatives have been
launched to accelerate day-to-day operations
and enhance overall agility. Key focus areas

include the implementation of e-office solutions
and a streamlined document management
system, enabling faster workflows and improved
organisational efficiency.

Your Company has consistently recognized
technology as a key enabler of business growth
and has diligently implemented modern, fit-for-
purpose solutions to meet evolving operational
demands. Alongside this commitment to
innovation, the Company remains vigilant against
rising cyber threats and continues to strengthen
its cyber security posture to safeguard IT assets
and applications.

To ensure cyber resilience, regular audits are
conducted across both IT and OT environments.
Cyber awareness modules have also been
introduced to educate and empower employees
across the organisation. In collaboration with the
National Cyber Coordination Centre (NCCC),
your Company receives timely cyber threat
intelligence to proactively protect its systems and
infrastructure.

Furthermore, your company has adopted the
Cyber Swachhta Kendra (CSK) initiative—a
Government-led program focused on securing
and sanitising digital attack surfaces. This
engagement has played a critical role in fortifying
external vulnerabilities such as public IPs,
domains and other digital assets.

Your Company has strategically recognised
logistics operations as a critical business area
requiring real-time visibility to deliver superior
customer experiences. To achieve this, it has
integrated with the Unified Logistics Interface
Platform (ULIP), an initiative by the Ministry of
Commerce and Industry, to ensure seamless
end-to-end visibility for all stakeholders across
the logistics value chain.

To further strengthen operational efficiency, your
Company has developed a dedicated portal
that interfaces smoothly with services from
the Ministry of Road Transport and Highways,
enabling access to essential logistics data such
as Vahan registration details, E-Challan records,
Sarathi driver information and vehicle movement
insights. Integration with the Ministry of Finance
portals now facilitates real-time retrieval of
E-way Bill and GST data, enhancing compliance
and transparency. Additionally, connections

established with the Ministry of Ports, Shipping
and Waterways allow for direct access to Import
General Manifest (IGM) and related ocean
shipment data.

In line with its vision for tech-enabled logistics,
your Company is actively deploying advanced
solutions to support emerging business verticals
such as third-party logistics (3PL) and Special
Freight Train Operator (SFTO) services.

Your Company has consistently adhered to
all statutory requirements, demonstrating a
strong commitment to regulatory compliance. In
parallel, it actively monitors its IT applications
and continuously scales them to meet growing
business demands and support expanding
operational needs.

PROGRESS ON PRINCIPLES UNDER
‘GLOBAL COMPACT’

Your Company is a founding member of the
UN Global Compact (UNGC) and it remains
committed to further the principles enumerated
under the Global Compact programme. The
details of various initiatives taken in this regard
can be found in the ‘Communication of Progress
(CoP)’ questionnaire and the ‘Message of
Continued Support to Global Compact’, published
online on the UNGC website.

DISCLOSURE ON IMPLEMENTATION OF
RIGHT TO INFORMATION ACT, 2005

The Right to Information (RTI) Act, 2005 was
enacted by Government of India with effect

from 12^th October, 2005 to promote openness,
transparency and accountability in functioning
of Government Department, PSUs, etc. Balmer
Lawrie has designated Chief Manager (Legal) as
Central Public Information Officer and Company
Secretary and Compliance Officer as First
Appellate Authority under the RTI Act, 2005.
Detailed information as per the requirement of
RTI Act, 2005 has been hosted on the
Company’s Web    Portal    https://

www.balmerlawrie.com/goverance/rti and the
same is updated from time to time.

Information sought under RTI Act, 2005 is
being provided within the prescribed time¬
frame and details of the same for the FY
2024-25 are shown in the table below:

(A)    CONSERVATION OF ENERGY -

The steps taken or impact on conservation
of energy:

(i)    Energy management is one of the
key strategic areas in our pursuit of
sustainability in our operations. Energy
consumption is not only the main source of
emissions but also has a direct implication
on the cost of operations. The energy
management strategy of Balmer Lawrie
involves the following:

a.    Increasing energy efficiency: This
primarily involves reducing the quantity
of energy used in our operations by
process optimisation using energy
efficient technology and conserving/
recovering energy through activities.

b.    Increasing the share of renewable
energy: Balmer Lawrie has been
continuously striving towards the
transition to renewable energy for
the last decade by investing in solar
projects.

(ii)    The steps taken by the Company for
utilising alternate sources of energy:

Balmer Lawrie installed 1346 kWp Solar
Power units till date to reduce carbon
footprint.

(iii) The capital investment on energy
conservation equipment:

Balmer Lawrie is focused on investing in
modern technology for improving specific
energy consumption. This investment
is broadly done in the areas of energy
efficient motors, VFDs, LED Lights and
three phase welding machines aimed at
reduction of the consumption or wastage
of energy.

(B)    TECHNOLOGY ABSORPTION -

(i) The efforts made towards technology
absorption:

The Company places technology absorption
and innovation at the heart of its sustainable
growth, adopting automation and advanced
systems to enhance speed, efficiency,
energy conservation and decision-making.
R&D centres monitor evolving technologies
and customer needs to develop cost-
effective products.

•    SBU: G&L- Developed new sulphonate-
based grease for agricultural applications,
calcium grease for LRPC use and
sulphonate complex grease for heavy
coal mine machinery.

•    SBU: Chemicals - Launched high-
performance fat liquors (BL 707, ESS,
FG10) and new finishing chemicals,
including binders, a penetrating agent
and a wax emulsion.

•    SBU: IP - Chittoor modernisation is
nearing completion to expand product
range.

•    SBU: Cold Chain - Installed a desiccant-
based dehumidification system in
Patalganga for precise humidity control.

•    SBU: Travel - Implemented Jira for
improved project management and
workflow efficiency.

(ii)The benefits derived like product
improvement, cost reduction, product
development or import substitution:

The Company continually pursues
incremental and fundamental innovations,
leveraging internal and external knowledge
to boost throughput, reduce costs and
create sustainable products. This expertise
enables the development of high-
performance, cost-effective offerings at par
with industry leaders.

The technological enhancement by SBU:
CC has ensured prevention of condensation
in the anteroom, thereby maintaining
optimal humidity and improved storage
condition for better product life.

Standard Domed Bottom (SDB) drums
introduced in Silvassa/Chittoor/Asaoti
will ensure reinforcement in case of low
thickness drums.

(iii) In case of imported technology
(imported during the last three years
reckoned from the beginning of the FY)

a.    The details of technology imported: NA

b.    The year of import: NA

c.    Whether the technology has been fully
absorbed: NA

d.    If not fully absorbed, areas where
absorption has not taken place and the
reasons thereof, and: NA

(iv) The expenditure incurred on Research
and Development

(C) FOREIGN EXCHANGE EARNINGS AND
OUTGO -

DETAILS OF PROCUREMENT FROM MICRO,
SMALL AND MEDIUM ENTERPRISES AS PER
PUBLIC PROCUREMENT POLICY FOR MICRO
AND SMALL ENTERISES (MSEs) ORDER, 2012

ANNUAL RETURN

In terms of Section 92 of the Companies Act, 2013
read with Rules made thereunder, the Company
has already placed a copy of the Annual Return
(MGT-7) for the FY 2023-24 on the website of the
Company at the link:

https://www.balmerlawrie.com/storage/
financial-reports/26/2023-2024/Annual
Return 2023 24 1735043109.pdf

For the FY 2024-25, the same shall be uploaded
on the website of the Company after its filing with
the Ministry of Corporate Affairs.

Pursuant to the requirement under Section 134(3)

(c) and 134(5) of the Companies Act, 2013 ("the
Act”), the Board of Directors to the best of their
knowledge and ability, state that:

(a)    In the preparation on of the annual accounts
for the FY ended 31^st March, 2025, 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 your Company at the end
of the FY as on 31^st March, 2025 and of
the Profit and Loss of your 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 the
Act, for safeguarding the assets of your
Company and for preventing and detecting
fraud and other irregularities.

(d)    The Directors had prepared the annual
accounts for the FY ended on 31^st March,
2025 on a going concern basis.

(e)    The Directors had laid down internal
financial controls to be followed by your
Company and that such internal financial
controls are adequate and were 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.

DECLARATION BY INDEPENDENT
DIRECTORS

Your Company has received declarations from
the Independent Directors of the Company
confirming that they meet the criteria of
independence prescribed under the Companies
Act, 2013 and the Listing Regulations. However,
your Company being a Government Company
under the administrative control of the Ministry of
Petroleum and Natural Gas (MoPNG), the power
to appoint Directors (including Independent
Directors) vests with the Administrative Ministry.

The Independent Directors are selected by the
Government of India from a mix of eminent
personalities having requisite expertise and
experience in diverse fields. In view thereof, the
Board of Directors are not in a position to identify
list of core skills/expertise/ competencies required
by an Independent Director in the context of
the Company’s business as required under the
Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

Detailed particulars of Loans, Guarantees and
Investments under Section 186 of the Companies
Act, 2013 are given in Note Nos. 6, 7, 15, 42.19
& 42.30 of the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS (RPT)

Majority of the Related Party Transactions of the
Company were made with its Holding Company,
Subsidiary Company, Associate Company and
Joint Venture Companies. It may be pertinent
to mention that as per Regulation 23(5) of the
Listing Regulations sub regulations (2), (3) and
(4) of Regulation 23 of the said Regulations shall
not apply to transactions entered into between
two public sector companies. Further, omnibus
approval was taken for entering into Related
Party Transactions for value up to Rupees One
Crore whereas, in other cases approval of Audit
Committee was taken. Further, there were no
materially significant RPT during the FY under
review which were entered by the Company with
Directors, Key Managerial Personnel or other
Designated Persons which have a potential
conflict with the interest of the Company at
large. Furthermore, no material Related Party
Transaction was entered into by the Company as
per the Listing Regulations and the Related Party
Transaction Policy adopted by the Company. The
said policy may be accessed on the Company’s
website at the link:

https://www.balmerlawrie.com/storage/codes-
policies/Doc 1741870315.pdf

The said policy lays down a procedure to ensure
that transactions by and between the Related
Parties and the Company are properly identified,
reviewed and duly approved & disclosed in
accordance with the applicable laws. The Policy
also sets out materiality thresholds for Related
Party Transactions and the material modifications
thereof, as required under the Listing Regulations.

The details of the Related Party Transactions
entered into by your Company during the FY
2024-25 has been enumerated in Note no. 42.19

of Standalone Financial Statements.

The Company in terms of Regulation 23 of
the Listing Regulations submits on the date of
publication of its Standalone and Consolidated
Financial Results for the half year, Disclosures
of Related Party Transactions, as per the format
specified by SEBI. The said disclosures
are available on the Company’s website at
https://www. balmerlawrie.com/investors/
other-disclosures-under-sebi-lodr-regulations-
2015#:~:text=LODR)%20Regulations%2C%20
2015-,Other%20Disclosures%20under%20
SEBI%20(LODR)%20Regulations%2C%20
2015,-Financial%20Year%202024

Justification For Entering into Related Party
Transactions

The Related Party Transactions are entered into,
based on considerations of various factors like
business exigencies, synergy in operations, the
policy of the Company and Capital Resources
of the Subsidiary, Associate and Joint Venture
Companies.

The particular of contracts or arrangements
with Related Parties referred to in sub-section
(1) of section 188 as required under Section
134(3)(h) of the Companies Act, 2013 in the
prescribed Form AOC-2 is as under:

ENTERPRISE RISK MANAGEMENT POLICY

The Company has an approved ‘Enterprise Risk
Management Policy’ (ERM Policy) to protect and
add value to the organisation. These Risks are
classified into High, Medium and Low depending
upon the probability of their occurrence and
potential impact. This process ensures that the
Company is adequately positioned to understand

and develop mitigation measures as a response
to risks that could potentially impact the execution
of our strategy and ability to create value. During
FY 2024-25, the Risk Management process for
the full year was reviewed by the Chief Risk
Officer with the Business Risk Owners and were
reported to the Risk Management Committee and
Board of Directors. The said Policy is posted on
the Company’s website at:

https://www.balmerlawrie.com/storage/codes-
policies/Doc 1741869508.pdf

As per the ERM Policy, no risk element has been
identified, which in the opinion of the Board of
Directors threaten the existence of the Company
during the FY 2024-25.

DEPOSITS

Your Company has not accepted any deposit from
the public during the FY 2024-25 and therefore,
no disclosure is required in relation to details
relating to deposits covered under Chapter V of
the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

No significant or material orders were passed by
the Regulators or Courts or Tribunals which impact
the going concern status and the Company’s
operations in future.

ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

Your Company has put in place adequate financial
controls for ensuring the efficient conduct of its
business in adherence with laid down policies,
the safeguard 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
which is commensurate with the operations of
the Company. Effectiveness of Internal Financial
control is ensured through management review,
control and self-testing and independent testing
by the external Consultant M/s. Bandyopadhyaya
Bhaumik & Co.

During the FY 2024-25, Internal Financial Control
was reviewed by an external Consultant, which
reported as follows:

a. The Internal Control over financial reporting
in the Company is generally adequate for

the process/controls covered, with areas of
observations/improvements as listed in the
report.

b. These observations have been discussed/
acknowledged by the process owners and
reported to the Management.

VIGILANCE

Balmer Lawrie continues to uphold the highest
standards of integrity, transparency and fairness
across all facets of its operations. The Vigilance
function plays a pivotal role in reinforcing ethical
practices and institutionalising a culture of
accountability within the organisation. It is seen
not as a constraint, but as a vital pillar supporting
good governance and sustainable business
practices.

The Company has a dedicated Vigilance
Department, headed by the Chief Vigilance
Officer (CVO), an Officer on deputation from the
Government of India in the rank of Joint Secretary
or above. The Department serves as a nodal point
between the Company and statutory authorities
such as the Central Vigilance Commission (CVC)
and the Central Bureau of Investigation (CBI),
offering guidance and oversight on all vigilance-
related matters.

Vigilance activities during the year continued to
focus on three core areas — preventive, punitive
and participative vigilance. In its preventive
role, the Department emphasised strengthening
internal systems, enhancing standard operating
procedures and plugging potential avenues for
process lapses or misuse of resources. In its
punitive role, appropriate disciplinary action was
initiated wherever instances of misconduct were
identified. The participative approach involved
greater employee engagement and awareness
initiatives to embed ethical thinking in day-to-day
decision-making.

During the year, the Company conducted
82 vigilance awareness programmes, which
witnessed participation from approximately
650 employees across various locations and
functions.

Disciplinary actions were undertaken in
accordance with the Balmer Lawrie Conduct
Discipline & Review Rules (CDRR) 2017, in
response to established instances of irregularities
and procedural deviations.

In this reporting period, Twenty (20) vigilance
cases were investigated out of which, seventeen
(17) cases were resolved & three (3) remained

under investigation as on 31^st March, 2025. The
Company’s Online Complaint Portal, launched in
2022, continues to serve as a vital platform for
confidential reporting. The complaints received—
originating from various sources—primarily
relate to issues such as indiscipline, dishonesty,
negligence and dereliction of duty.

The Company remains committed to improving
transparency through continued technology
interventions, system audits and collaborative
reviews with the Central Vigilance Commission
and other regulatory bodies. These initiatives
reaffirm Balmer Lawrie’s commitment to
conducting its business in an ethical, responsible
and compliant manner.

Integrity Pact:

Independent External Monitors (lEMs) have been
appointed to implement Integrity Pact (IP) beyond
the tender threshold value of Rs.30 Lakhs.

During the year, the Company had conducted
four (4) meetings.

Presently, two (2) lEMs have been appointed
based on the nomination by the Central Vigilance
Commission (CVC) to monitor the implementation
of IP in all tenders of the value of above Rs.30
Lakhs across all the divisions of the Company
and there was no complaint received which was
referred to the IEMs.

The details of such IEMs are as follows:

1.    Shri Sunil Kumar Gupta,

E-Mail ID: sunilgupta0603@gmail.com

2.    Shri Arvind Gupta,

E-Mail ID: arvindgupta1961@gmail.com

VIGIL MECHANISM/WHISTLE BLOWER
POLICY

Balmer Lawrie had established a Vigil Mechanism/
Whistle Blower Policy in January, 2010. The said
Policy concerns the employees and covers the
following categories:

•    Managerial

•    Executive

•    Supervisory

•    Unionised Employees

•    Any other employee (such as Outsourced,
Contractual, Temporaries, Trainees, Retainers
etc. as long as they are engaged in any job

/activity connected with the Company’s
operation)

so as to enable them to report management
instances of unethical behaviour, actual or
suspected fraud or violation of our Company’s
code of conduct. The details of the vigil mechanism
/ whistle blower policy can be downloaded from
the following hyperlink of the Company’s website:

https://www.balmerlawrie.com/storage/codes-
policies/Doc 1741869747.pdf

REPORT ON CORPORATE GOVERNANCE

Your Company has been consistently complying
with the various Regulations and Guidelines
of SEBI as well as of Department of Public
Enterprises (DPE) to the extent within its control.

Pursuant to the said SEBI Regulations and DPE
Guidelines, a separate section titled, ‘Report on
Corporate Governance’ is being furnished and
marked as "Annexure-3”.

The provisions on Corporate Governance under
DPE Guidelines which do not exist in the SEBI
Guidelines and also do not contradict any of
the provisions of the SEBI Guidelines are also
complied with.

Further, your Company’s Statutory Auditors have
examined compliance of conditions of Corporate
Governance and issued a certificate, which is
annexed to this Report and marked as "Annexure
-5”.

DETAILS RELATING TO REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL
AND EMPLOYEES

Your Company being a Government Company,
vide Notification No. GSR 463(E) dated 5^th June,
2015 as amended by Notification No. GSR
582(E) dated 13^th June, 2017 and Notification
No. GSR 802(E) dated 23^rd February, 2018 and
GSR 151(E) dated 2^nd March, 2020 has been
exempted from the applicability of Section 134(3)
(e) and 197 of the Companies Act, 2013.

BOARD EVALUATION AND CRITERIA FOR
EVALUATION

Your Company being a Government Company
vide Notification No. GSR 463(E) dated 5^th June,
2015 as amended by Notification No. GSR
582(E) dated 13^th June, 2017 and Notification
No. GSR 802(E) dated 23^rd February, 2018 and
GSR 151(E) dated 2^nd March, 2020 has been
exempted from applicability of Sections 134(3)

(p) and 178(2),(3) and (4) of the Companies Act,
2013.

The Annual Performance Appraisal of Top
Management Incumbents of Central Public Sector
Enterprises is done through the Administrative
Ministry as per the DPE Guidelines in this regard.
Your Company being a Central Public Sector
Enterprise under the administrative control of
Ministry of Petroleum and Natural Gas also has
to follow the similar procedure.

As the appointment of Directors of the Company
including the Independent Directors is done as
per the direction of the Administrative Ministry,
the Board is not in a position to form an opinion
with regard to the aspects stated in Rule 8(5)(iiia)
of the Companies (Accounts), Rules 2014.

DETAILS OF APPOINTMENT/CESSATION
OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on 31^st March, 2025, the Board of Directors of
the Company consisted of Six (6) Directors out of
which Four (4) were Functional/Executive/Whole-
time Directors and two (2) were Independent
Directors.

It may be noted that pursuant to Article 7A of the
Articles of Association of the Company, so long as
the Company remains a Government Company,
the President of India shall be entitled to appoint
one or more Directors (including Whole-time
Director(s) by whatever name called) of the
Company to hold office for such period and upon
such terms and conditions as the President of
India may from time to time decide. Accordingly,
Ministry of Petroleum and Natural Gas ("MoPNG”)
[being the Administrative Ministry] nominates/
appoints all the Directors of the Company.

The following appointments and cessations of
Directors took place in the composition of Board
of Directors during the FY 2024-25 and up to the
date of the Report as under:

APPOINTMENTS

During the year, following Directors were
appointed/re-appointed as detailed hereunder:

• Shri Adhip Nath Palchaudhuri (DIN: 08695322)
Director (Service Businesses), was entrusted
with additional charge of Chairman &
Managing Director of the Company in line with
the recommendation of the Nomination and
Remuneration Committee and Letter bearing
reference no. CA-31014/2/2024-CA-PNG
(49337) dated 28^th June, 2024 of Ministry

of Petroleum and Natural Gas, Government
of India ("the Administrative Ministry”) for a
period of three (3) months w.e.f 1^st July 2024,
or till the appointment of regular incumbent to
the post or until further orders whichever is the
earliest.

•    In line with the the recommendation of the
Nomination and Remuneration Committee
and Letter bearing reference No. CA-
31024/1/2022-PNG (43584) dated 19^th July,
2024 received from the Ministry of Petroleum
and Natural Gas, Government of India, ("the
Administrative Ministry”), Shri Adhip Nath
Palchaudhuri (DIN:08695322) was further
appointed as Chairman & Managing Director
of the Company (Full Charge) with effect
from the date of his assumption of charge of
the post i.e. 20^th July, 2024 till the date of his
superannuation i.e., 31^st March, 2029, or until
further orders from the Administrative Ministry,
whichever is earlier.

•    In line with the recommendation of the
Nomination and Remuneration Committee
and Letter bearing reference No. CA-
31024/4/2024-CA-PNG:49875 dated 30^th July,
2024 of Ministry of Petroleum and Natural
Gas, Government of India, ("the Administrative
Ministry”), Shri Adhip Nath Palchaudhuri (DIN:
08695322) Chairman & Managing Director was
entrusted with additional charge of Director
(Service Businesses) with effect from 20^th
July, 2024 for a period of 3 months or till the
appointment of regular incumbent to the post
or until further orders from the Administrative
Ministry whichever is the earliest.

•    At the 107^th AGM of the Company held on 26^th
September, 2024, the following Directors were
appointed/reappointed:

a)    Entrustment of additional charge of the
post of Chairman & Managing Director
of the Company upon Shri Adhip Nath
Palchaudhuri (DIN: 08695322) [who was
holding functional designation of Director
(Service Businesses)] from 1^st July, 2024
till 19^th July, 2024.

b)    Shri Adhip Nath Palchaudhuri (DIN:
08695322) was appointed as a Wholetime
Director to the post of Chairman &
M anaging Director of the Com pany with
effect from date of his assumption of
charge i.e. 20^th July, 2024 till the date of his
superannuation, i.e. 31^st March, 2029, or
until further orders from the Administrative
Ministry, whichever is earlier.

c)    Shri Mrityunjay Jha (DIN: 08483795) was
appointed as a Government Nominee
Director of the Company with effect
from 18^th October, 2023 for a period of
three years on co-terminus basis or until
further orders from the the Administrative
Ministry, whichever is the earlier.

d)    Shri Raja Mani Uthayaraja, (DIN:
09678056) Director (Manufacturing
Businesses), who retired by rotation,
was reappointed.

•    Extension of additional charge of the post
of Director (Service Businesses) entrusted
upon Shri Adhip Nath Palchaudhuri, (DIN:
08695322) Chairman & Managing Director
in line with the recommendation of the
Nomination and Remuneration Committee
and Letter bearing reference No. CA-
31024/4/2024-CA-PNG:49875 dated 8^th
October, 2024 of Ministry of Petroleum and
Natural Gas, Government of India, ("the
Administrative Ministry”), for a further period of
six months with retrospective effect from 20^th
October, 2024 or till the assumption of charge
of the post by the regular incumbent, or until
further orders from the Administrative Ministry,
whichever is the earliest.

•    In line with the recommendation of the
Nomination and Remuneration Committee, Shri
Amit Bansal (DIN:10372580) was appointed
as a Non-Executive, Additional Director in the
designation of Government Nominee Director
of the Company with retrospective effect
from 25^th October, 2024 as per the applicable
provisions of the Companies Act, 2013 and
allied rules and in accordance with Letter
bearing reference No.- CA-31032/1/2021-
PNG-37493 dated 25^th October, 2024 received
from the Ministry of Petroleum and Natural
Gas, Government of India ("the Administrative
Ministry”). In line with the provisions of 17(1C)
of the Listing Regulations, a resolution is
proposed to approve the appointment of Shri
Amit Bansal (DIN:10372580) as Government
Nominee Director of the Company for the period
from 25^th October, 2024 till 31^st December,
2024 at the 108^th AGM of the Company. His
candidature has been proposed by a Member
of the Company.

•    Shri Harishkumar Madhusudan Joshi (DIN:
01201050) was appointed as an Additional
Non-Executive Director with the designation
of Independent Director of the Company w.e.f.

31^st    March, 2025 in line with the

recommendation of the Nomination and
Remuneration Committee and the Letter
bearing reference no. CA-31033/2/2021-PNG
(39069) dated 28^th March, 2025 received from
the Ministry of Petroleum and Natural Gas,
Government of India ("the Administrative
Ministry”). It is proposed to appoint Shri
Harishkumar Madhusudan Joshi as an
Independent Director of the Company with
effect from 31^st March, 2025 for a period of one
year from the date of communication of his
appointment i.e. from 28^th March, 2025, or until
further order from the Administrative Ministry,
whichever is earlier at the 108^th AGM of the
Company, in furtherance of his candidature
being proposed by a Member of the Company.

•    Dr. Vandana Minda Heda (DIN: 09402294)
was appointed as an Additional Non-Executive
Director with the designation of Independent
Director of the Company w.e.f. 31^st March,
2025 in line with the recommendation of the
Nomination and Remuneration Committee
and the Letter bearing reference no. CA-
31033/2/2021-PNG (39069) dated 28^th March,
2025 received from the Ministry of Petroleum
and Natural Gas, Government of India ("the
Administrative Ministry”). It is proposed to
appoint Dr. Vandana Minda Heda as an
Independent Director of the Company with
effect from 31^st March, 2025 for a period of one
year from the date of communication of her
appointment i.e. from 28^th March, 2025, or until
further order from the Administrative Ministry,
whichever is earlier at the 108^th AGM of the
Company, in furtherance of her candidature
being proposed by a Member of the Company.

The resolutions with respect to re-appointment
and appointment of Directors forms part of the
Notice of the 108^th AGM and the details thereof
are also given in the Explanatory Statement
attached to the Notice of the 108^th AGM.

CESSATIONS - ON ACCOUNT OF
WITHDRAWAL    OF    NOMINATION OR

RETIREMENT OR COMPLETION OF TENURE

•    Shri Adika Ratna Sekhar (DIN: 08053637),
ceased to be a Chairman & Managing Director
of the Company w.e.f. 1^st July, 2024 owing to
his superannuation.

• Shri Adhip Nath    Palchaudhuri,    (DIN:

08695322) ceased to be the Director (Service
Businesses) w.e.f. 20^th July, 2024.

•    The additional charge of Chairman &
Managing Director entrusted upon Shri Adhip
Nath Palchaudhuri, (DIN: 08695322) ceased
with effect from 20^th July, 2024.

•    Shri Mrityunjay Jha (DIN:08483795) ceased
to be a Government Nominee Director of the
Company w.e.f. 1^st October, 2024 owing to
withdrawal of his nomination by the Ministry
of Petroleum and Natural Gas, Government
of India.

•    Dr. Vandana Minda Heda (DIN:09402294)
ceased to be an Independent Director of
the Company w.e.f. 8^th November, 2024
due to completion of her tenure as per the
nomination by the Ministry of Petroleum and
Natural Gas, Government of India.

•    Shri Rajeev Kumar, (DIN:09402066)
ceased to be an Independent Director of
the Company w.e.f. 8^th November, 2024
due to completion of his tenure as per the
nomination by the Ministry of Petroleum and
Natural Gas, Government of India.

•    Shri Amit Bansal (DIN:10372580), ceased to
be a Government Nominee Director of the
Company w.e.f. 1^st January, 2025 owing to
withdrawal of his nomination by the Ministry
of Petroleum and Natural Gas, Government
of India.

The following changes took place after the

end of the FY 2024-25 but upto the date of this

Report:

•    The Board of Directors of the Company
based on the recommendation of
Nomination & Remuneration Committee
and in line with Ministry of Petroleum and
Natural Gas, Government of India ("the
Administrative Ministry”) letter bearing no.
CA-31024/4/2024-CA- PNG:49875 dated 25^th
April, 2025 extended the additional charge
of the post of Director (Service Businesses)
entrusted upon Shri Adhip Nath Palchaudhuri,
(DIN: 08695322) Chairman & Managing
Director for a further period of 6 (six) months
with retrospective effect from 20^th April, 2025
or till the assumption of charge of the post by
the regular incumbent, or until further orders
from the Administrative Ministry, whichever is
the earliest.

•    Shri Rajeev Kumar (DIN:11170401) was
appointed as Non-Executive, Additional
Director with the designation of Government
Nominee Director of the Company w.e.f. 1^st
July, 2025 in line with the recommendation of
the Nomination and Remuneration Committee
and Letter bearing reference No. CA-
31032/1/2021-PNG-37493 dated 19^th June,
2025 received from the Ministry of Petroleum
and Natural Gas, Government of India ("the
Administrative Ministry”). It is proposed to
appoint Shri Rajeev Kumar as a Government
Nominee Director of the Company with effect
from 1^st July, 2025 upto 18^th June, 2028 on
co-terminus basis or until further orders from
the Administrative Ministry, whichever is
earlier, at the 108^th AGM of the Company, in
furtherance of the nomination received from
the Adminstrative Ministry and his candidature
being proposed by a Member of the Company.

•    The additional charge of Director (Service
Businesses) entrusted upon Shri Adhip
Nath Palchaudhuri (DIN: 08695322) ceased
with effect from 22^nd August,2025 owing to
appointment of a regular incumbent as per
the direction of the Ministry of Petroleum and
Natural Gas, Government of India.

•    In line with the recommendation of the
Nomination and Remuneration Committee
and pursuant to letter bearing reference no.
CA-31024/3/2024-CA- PN G (49867) dated
22^nd August,2025 received from the Ministry
of Petroleum and Natural Gas, Government
of India ("the Administrative Ministry”), Shri
Romon Sebastian Louis (DIN:08710802)
was appointed as an Additional Director of
the Company with the designation Director
(Service Businesses) with effect from 22^nd
August,2025. It is proposed to appoint Shri
Romon Sebastian Louis (DIN:08710802) as
a Whole-time Director of the Company in the
designation of Director (Service Businesses) in
the scale of pay of Rs.1,60,000/- Rs.2,90,000/-
(IDA) for a period of 5 (five) years with effect
from the date of his assumption of charge of
the post i.e., 22^nd August, 2025 or till the date of
his superannuation, or until further orders from
the Administrative Ministry, whichever is the
earliest, at the 108^th AGM of the Company in
furtherance of his candidature being proposed
by a Member of the Company.

Considering the above appointments and cessation, as on the date of this report, the Board of Directors
consist of Eight (8) Directors, details of whom are as under:

NUMBER OF MEETINGS OF THE BOARD
HELD DURING THE FY 2024-25

The Board met ten (10) times during the FY 2024¬
25, the details of same are given in the Report on
Corporate Governance attached as "Annexure
-3”. The intervening gap between any two Board
Meetings was within the period prescribed under
the Companies Act, 2013, Listing Regulations
and DPE Guidelines on Corporate Governance.

AUDIT COMMITTEE

Your Company has a qualified and independent
Audit Committee, the composition of same and
other details are mentioned in the Report on
Corporate Governance for the FY 2024-25.

The Audit Committee as on 31^st March, 2025,
consisted of three (3) members, out of which two
(2) were Independent Directors and one (1) was
Whole-time Director. Dr. Vandana Minda Heda,
Independent Director acts as the Chairperson
of the Committee. The composition of the Audit
Committee as on 31^st March, 2025 was as follows:

i.    Dr. Vandana Minda Heda, Independent
Director - Chairperson

ii.    Shri Harishkumar Madhusudan Joshi,
Independent Director - Member

iii.    Shri Saurav Dutta, Director (Finance) & Chief
Financial Officer - Member

All the members of the Audit Committee are
financially literate and some members possess
accounting / financial management expertise also.

The Company Secretary acts as the Secretary to
this Committee.

COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company is in compliance with the
applicable Secretarial Standards (1 & 2) issued
by the Institute of Company Secretaries of India
and approved by the Central Government under
Section 118(10) of the Companies Act, 2013.

STATUTORY AUDITORS & AUDITORS’
REPORT

Statutory Auditors

Your Company being a Government Company,
StatutoryAuditors are appointed by the Comptroller
and Auditor General of India (CAG) in terms of
Section 143(5) of the Companies Act, 2013.

In terms of the Companies Act, 2013, CAG
had appointed M/s. B. Chhawchharia & Co.;
(Chartered Accountants) 8A & 8B, Satyam
Towers, 3, Alipore Road, Kolkata - 700 027, India

as Statutory Auditors of the Company for the
FY 2024-25 for both Standalone as well as
the Consolidated Financial Statements of the
Company.

Pursuant to Section 142 and other applicable
provisions of the Companies Act, 2013, the
remuneration of the Statutory Auditors for the
FY 2025-26, as and when appointed, is to be
determined by the Members at the ensuing Annual

General Meeting as envisaged in the said Act. Members are requested to authorize the Board to decide
on remuneration of Statutory Auditors.

REPORTING OF THE STATUTORY AUDITORS

No instances of fraud involving amounts below Rupee One Crore were identified or reported during
the course of the audit for the FY 2024-25.

COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY STATUTORY AUDITORS

No qualification, reservation or adverse remark or disclaimer has been made by the Statutory Auditors
in their Audit Report for FY 2024-25 except for the qualified opinion issued by the Statutory Auditor on
their report on the internal financial controls over financial reporting under clause (i) of sub section 3
of section 143 of the Companies Act, 2013.

The qualifications/adverse remark/reservation/disclaimer made by the Statutory Auditors and the
corresponding Management response are as enumerated below:

SECRETARIAL AUDITOR’S REPORT

The qualifications/adverse remark/reservation/disclaimer made by the Secretarial Auditor and the
corresponding management response are as enumerated below: