Your Directors have the pleasure in presenting the 23^rd Annual Report of the Company along with the audited Financial Statement (both Standalone and Consolidated) for the Financial Year ended 31^st March, 2024 and other allied Statements/Disclosures as required as per the applicable statute.

Overview of the State of the Company’s Affairs

Your Company’s performance is primarily dependent upon two factors, one, being the dividend received from its subsidiary, Balmer Lawrie & Co. Ltd. (BL) and the other being the interest received from deployment of short term surplus funds with Scheduled Commercial Banks.

During the year under review, i.e., 2023-24, there was an increase in interest income and dividend income of the Company and accordingly, the total income of your Company increased by around Rs. 1264.77 Lakhs as compared to the last Financial Year, i.e., 2022-23. The amount of dividend income received from the subsidiary during the financial year under review was at an enhanced rate.

The summary of comparative annual financial results for the financial year under review, i.e., 2023-24 as against the immediately preceding Financial Year, i.e., 2022-23, has been furnished below:

Financial Summary

(Rs. in Lakh)

Transfer to reserves

The Board of Directors have decided not to transfer any amount to reserves. share Capital

The paid-up Equity Share Capital of the Company as on 31^st March, 2024 stood at Rs.22,19,72,690/-(at same value in the previous year). During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity shares.

It may be pertinent to mention that the Board in its meeting dated 28^th May, 2024 had reviewed the compliance of Guidelines on Capital Restructuring of Central Public Sector Enterprises (CPSEs) bearing reference no. - F. No. 5/2/2016-Policy dated 27^th May, 2016 (Guidelines’) for the Financial Year 2023-2024. In respect of same the Market value of the shares of the Company as on 28^th March, 2024 (being the last trading day of the FY 2023-24) and 16^th May, 2024 were Rs. 611.15/- and Rs. 837.05/- respectively, which exceeded 50 times of its face value and attracted the requirement of Splitting/Sub-Dividing the Equity shares of the Company.

In furtherance of same the Board had at its meeting dated 28^th May, 2024, recommended to split/ subdivide the equity shares of the Company from the face value of Rs.10 each fully paid-up to the face value of Re.1 each face value fully paid-up and subsequently amended the capital clause of Memorandum of Association and Article of Association of the Company. The aforesaid proposal of the Board was approved by the Shareholders by way of Postal Ballot dated 10^th July, 2024.

Post splitting/Sub-division of the Equity shares of the Company the Authorized share capital of the Company changed from 10,00,00,000 (Ten Crores) equity shares of Rs. 10/- each to 100,00,00,000 (One Hundred Crores) equity shares of Re. 1/- each and the Issued, Subscribed and Paid-up Equity Shares capital of the Company changed from 22197269 (Two Crore Twenty One Lakhs Ninety Seven thousand Two Hundred and Sixty Nine) equity shares of Rs. 10/- each fully paid-up to 221972690

(Twenty Two Crores Nineteen Lakhs Seventy Two Thousand Six Hundred and Ninety) equity shares Re. 1/- each fully paid -up respectively.

Dividend

The Board at its meeting held on 28^th May, 2024 had recommend a dividend of 380%, i.e., Rs. 38 (Rupees Thirty-Eight Only) per equity share of Rs.10/- each fully paid-up for the Financial Year ended 31^st March, 2024. Thereafter, consequent to the Splitting of Equity shares of the Company from the face value of Rs. 10/- each to the face value of Re. 1/- each, the Board of Directors at its meeting held on 8^th August, 2024 had noted that the per share rate of final dividend stood revised at Rs. 3.80/- (Rupees Three and Eighty Paisa) per Equity Share for the Financial Year ended on 31^st March, 2024 on the 22,19,72,690 Equity Shares of Re.1/- (Rupee One) each fully paid up. The change in the rate of Final Dividend for the Financial Year ended on 31^st March, 2024 did not tantamount to any change in overall payout of dividend amount for the year.

The dividend, if declared by the shareholders at the ensuing 23^rd Annual General Meeting (AGM), will be paid either by way of warrant, demand draft or electronic mode and will be paid to those Shareholders who would be holding shares of the Company as on the cut-off date fixed for the purpose

i.e., 19^th September, 2024 (End of Day), within 30 days from the date of such declaration. In respect of shares held electronically, dividend will be paid to the beneficial owners, as per details to be furnished by their respective Depositories, i.e., either Central Depository Services (India) Limited or National Securities Depository Limited as on 19^th September, 2024 (End of Day) fixed as cut-off date for the purpose. The dividend to be paid shall be subject to Tax deducted at source and other applicable provisions of Income Tax Act, 1961.

Appropriation

The amount available for appropriations for the Financial Year 2023-24 as compared to the immediately preceding Financial Year 2022-23 are given hereunder:

(Rs. in Lakh)

DIVIDEND DISTRIBUTION POLICY

As per market capitalization of the Company as on 31^st March, 2023, it was not falling under top 1000 listed entities. Accordingly, formulation of Dividend Distribution Policy as per regulation 43A of SEBI LODR was not applicable to the Company for financial year 2023-24. However, the Company is governed by the guidelines of Department of Investment and Public Asset Management, Ministry of Finance, Government of India, on capital restructuring of Central Public Sector Undertakings dated 27^th May, 2016 which contains detailed provisions regarding payment dividend. The said guidelines are available on the website of the Company at the following link:

https://www.balmerlawrie.com/blinv/admin/uploads/guidelines-on-capital-restructuring-of-

cpse-27-05-2016.pdf

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

There have been 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.

Deposits with Bank

Surplus funds of the Company have been deployed in various Fixed Deposit Schemes of the Scheduled Commercial Banks. As on 31^st March 2024, the total amount of deployments in the Fixed Deposit Schemes was Rs. 14,473.44 Lakh, which in turn has yielded an interest income of Rs. 944.69 Lakh during the Financial Year ended 31^st March, 2024 (as against interest income of Rs. 738.80 Lakh for the Financial Year ended 31^st March, 2023).

Management Discussion and Analysis Report

Your Company is not engaged in any other business activity except, to hold the equity shares of Balmer Lawrie & Co. Ltd. and accordingly, matters to be covered under ‘Management Discussion and Analysis Report’ are not applicable to your Company.

Report on Subsidiary Companies and their contribution to the overall performance of the Company during the year

In terms of Section 2(87) of the Companies Act, 2013 (‘the Act’), your Company has two subsidiaries, namely, Balmer Lawrie & Co. Ltd. (‘BL’), and Visakhapatnam Port Logistics Park Limited (‘VPLPL’). By virtue of shareholding in BL (61.80%), your Company is the holding Company of BL. BL in turn has one subsidiary VPLPL.

The Company has a "Policy for determining material subsidiaries” in terms of the amended Listing Regulations. The policy may be accessed on the Company’s website at:

https://www.balmerlawrie.com/blinv/admin/uploads/Policy on determining material subsidiaries amended.pdf

As per the aforesaid policy, none of its subsidiaries appear to be an unlisted material subsidiary of the Company.

As stated earlier, the major income of the Company is the dividend received from the Subsidiary-Balmer Lawrie & Co. Ltd. During FY 2023-24 the dividend income from Balmer Lawrie & Co. Ltd. was Rs.7925.95 Lakhs.

A brief write up about the Subsidiaries inter-alia reporting about its performance and financial position and other significant events is presented hereunder:

Balmer Lawrie & Co. Ltd. (BL)

BL recorded a net turnover of Rs. 2,40,416.53 Lakh during Financial Year 2023-24 as against Rs. 2,38,309.16 Lakh in 2022-23 registering an increase of approximately 0.88% over the last year.

It also recorded a Profit Before Tax of Rs. 27,865.34 Lakh in Financial Year 2023-24 as against

Rs. 21,130.23 Lakh in Financial Year 2022-23. The increase was attributable to remarkable performance by all the manufacturing verticals as well as Travel vertical. While a dividend of Rs. 7925.95 Lakhs was received from BL during the FY 2023-24. BL’s Board of directors have recommended a dividend of Rs. 8.50 per equity share for Financial Year 2023-24. In view of the same a dividend of Rs. 8982.74 Lakhs is expected to be received in the FY 2024-25.

Visakhapatnam Port Logistics Park Limited (VPLPL)

Visakhapatnam Port Logistics Park Ltd. (referred to as ‘the JVC) was incorporated on 24^th July 2014 under the Companies Act, 2013, with a 60:40 equity contribution between its joint venture partners, Balmer Lawrie & Co. Ltd. and Visakhapatnam Port Authority, respectively.

The JVC operates a dynamic Multimodal Logistics Hub (MMLH) in Visakhapatnam, which serves as a cornerstone of its operations. 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 diverse cargo types.

- Two warehouses (EXIM and Domestic) that enhances operational efficiency through automation.

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

- The facility is well-connected with a 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 Natural Port, which acts as a gateway to the vast industrial market of the far-east countries. Visakhapatnam is the industrial nerve centre of Andhra Pradesh, which has a convenient rail, road and inland waterways connectivity for easy movements of the cargo. The MMLH in Visakhapatnam is located close to the vicinity of two ports, viz., Visakhapatnam Container Terminal (VCT) and Gangavaram Port. VCT is an ideal gateway of container traffic from the states of Andhra Pradesh, Telangana, Chhattisgarh, Odisha, Maharashtra, Jharkhand, Madhya Pradesh and West Bengal. This terminal has a natural water depth of 16 meters, a state of art container handling infrastructure and have a decent growth year on year with a CAGR of 19% since inception with further plans for expansion.

The CFS business segment, which commenced operations on 2^nd March 2023, has emerged as a pivotal component of the JVC’s portfolio. During the financial year 2023-24, the CFS handled an impressive 7580 TEUs of export cargo and 6099 TEUs of import cargo, generating an additional revenue of Rs. 1223 lakhs, a substantial increase from Rs. 12 lakhs, earned in the previous financial year 2022-23. This remarkable growth underscores the CFS segment’s critical role in driving the MMLH’s success.

The starting of the CFS operations has necessitated reservation of 45% of the mechanised warehouse, 68% of the open yard and 5 (five) frozen chambers of the Temperature Controlled Warehouse (TCW) for EXIM requirements. This has resulted in lower turnover from mechanised warehousing, open yard and TCW operations during the financial year 2023-24 amounting to Rs. 200 lakhs, Rs. 354 lakhs and Rs. 359 lakhs, respectively, as against corresponding figures of Rs. 328 lakhs, 436 lakhs and Rs. 419 lakhs, earned during the previous financial year 2022-23. The available areas for the above businesses functioned at a higher capacity utilization, compared to the previous financial year 202223, except, TCW, where the capacity utilization dropped by 10%.

The Rail Siding business managed to handle 40 rakes, generating a revenue of Rs. 24 lakhs as against Rs. 40 lakhs earned during the previous financial year 2022-23, reflecting steady operational capability. The fall in revenue of rail siding business was due to fall in export of steel and aluminium, due to change in export policy.

Overall, the JVC has earned a total revenue Rs. 2191 lakhs in FY 2023-24 and incurred a loss of Rs.1038.55 Lakhs.

The outlook for the current financial year is promising, with the addition of new customers in the CFS operations. The rail siding business has shown significant improvement, by handling 22 rakes during the first quarter of the financial year 2024-25. The CFS operations also handled 3402 TEUs of export cargo and 2656 TEUs of import cargo during the first quarter of the financial year 2024-25, generating a revenue of Rs. 525 lakhs for CFS segment alone. The company is poised for better performance in the financial year 2024-25.

Financial Statements of Subsidiary Companies

The Financial Statements and Results of your Company have been duly consolidated with its Subsidiaries, Associates and Joint Ventures pursuant to applicable provisions of the Companies Act, 2013 & the Companies (Indian Accounting Standards) Rules, 2015 (as amended), the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and the applicable Indian Accounting Standards (Ind-AS).

Further, in line with first proviso to Section 129(3) of the Companies Act, 2013 read with the Rules thereon, Consolidated Financial Statements prepared by your Company includes a separate Statement in Form ‘AOC-1’ containing the salient features of the Financial Statement of your Company’s Subsidiaries, Associates & Joint Ventures (as applicable) which forms part of the Annual Report.

However, separate audited accounts in respect of each of its subsidiary is placed on the website of the Company - https://www.balmerlawrie.com/blinv/subsidiary.php . Further, a copy of separate audited financial statements in respect of each of the subsidiary shall be provided on requisition by any shareholder of the Company in writing.

Cessation/Change in Joint Ventures/ Subsidiaries/ Associate Companies during the Year

During Financial Year 2023-24, there were no cessation / changes in Joint Ventures / Subsidiaries/ Associate Companies of the Company.

Deposits

Your Company has neither accepted nor was holding any deposits from the public during the Financial Year 2023-24 and accordingly no deposit remained unpaid or unclaimed at the end of Financial Year and there was no instance of default in repayment of deposits or interests thereon during the Financial Year and there were NIL deposits which were not in compliance with the requirements of Chapter V of the Companies Act, 2013. Further, the Company shall not be accepting any deposits in Financial Year 2024-25.

Compliance of Right to Information (RTI) act, 2005

Information, which are mandatorily required to be disclosed under the RTI Act 2005 have been disclosed on the website of your Company. The report on receipt and disposal of RTI applications during the Financial Year 2023-24 is as under: ²

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

Since, the Company does not have any business other than to hold shares of its subsidiary Balmer Lawrie & Co. Ltd. the reporting of Conservation of Energy, Technology Absorption as per Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable for your Company.

The details pertaining to Foreign Exchange Earnings and Outgo are enumerated as under: NIL

Risk Management Policy

The Company does not have any business apart from holding the shares of its subsidiary- Balmer Lawrie & Co. Ltd. and is a Special Purpose Vehicle formed for temporary purpose. As per further amendment of SEBI (Listing Obligations and Disclosure Requirement) Regulations w.e.f. 7^th September, 2021, the provisions pertaining to the Risk Management Committee turned inapplicable for the Company.

It may be pertinent to mention that the Company being a special purpose vehicle, and as stated above, it does not carry out any business other than holding 61.80% equity shares of Balmer Lawrie & Co. Ltd..

Corporate social responsibility (CsR)

Annual Report on CsR Activities

1. Brief outline on CsR Policy of the Company

The Corporate Social Responsibility (CSR) and Susstainability Policy of the Company is as under: Philosophy

The Policy is in the nature of initiatives or endeavour which the key stakeholders expect of the Company in the discharge of their Corporate Social Responsibility. It reflects the willingness of the Company to voluntarily take a few extra steps to address social, economic and environmental concerns but are nevertheless worthy of attention for promotion of sustainable development in its diverse dimensions.

Activities to be undertaken

It is the policy of the Company to undertake any activity which is permissible to be carried out towards CSR as per:

1) Schedule VII of the Companies Act, 2013 (the act) and the allied Rules, including any statutory amendment thereof,

2) The guidelines formulated by the Department of Public Enterprises (DPE) on CSR and Sustainability (hereinafter referred to as ‘the Guidelines’) which are applicable to CPSEs.

implementation

The Company shall endeavour to implement activities/programs as per the CSR Policy keeping in view:

1) the constraints faced due to the form and nature of organisation.

2) the administrative and incidental cost are minimum so that the maximum expenditure so allocated is spent for the benefit of the society.

CsR Expenditure

CSR expenditure will include all expenditure, direct and indirect, incurred by the Company on CSR Activities/ Programmes undertaken in accordance with the approved CSR Plan.

Any surplus arising from any CSR Activities/Programmes shall be used for CSR. Accordingly, any

income arising from CSR Programmes will be netted off from the CSR expenditure and such net amount will be reported as CSR expenditure.

The CSR Policy of the Company is available on the website of the Company at: https://www.balmerlawrie.com/blinv/admin/uploads/CSR and Sustainability Policy.pdf

2. Composition of CSR Committee as on 31^st March, 2024

The Corporate Social Responsibility Committee of the Company consisted of the following Members as on 31^st March, 2024:

Shri Mrityunjay Jha and Shri Samir Kumar Mohanty, Government Nominee Directors had ceased to be the Directors of the Company and Committee Members w.e.f. 18^th October, 2023 and 7^th December, 2023 respectively.

* Shri Arvind Nath Jha, Additional Director in the category of Government Nominee Director was appointed as the Member of the Committee w.e.f. 9^th November, 2023

** Shri Samir Kumar Mohanty, Additional Director in the category of Government Nominee Director was appointed as the Member of the Committee w.e.f. 7^th December, 2023

3. The web-link where Composition of CSR committee, CSR Policy approved by the board are disclosed on the website of the company.

https://www.balmerlawrie.com/blinv/abt.php

https://www.balmerlawrie.com/blinv/admin/uploads/CSR and Sustainability Policy.pdf

Since the Company makes the CSR Expenditure by way of contribution to permissible Funds as per Schedule VII to the Companies Act, 2013, there are no CSR projects, perse to be enumerated on its website.

4. Provide 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. 591.06 Lakhs.

(b) Two percent of average net profit of the company as per sub-section (5) of section 135. - Rs. 11.82 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, if any. - Nil.

(e) Total CSR obligation for the financial year [(b) (c)-(d)]. - Rs. 11.82 Lakhs

6. (a) Amount spent on CSR projects (both Ongoing Project and other than Ongoing Project). -Rs. 11.82 Lakhs

(b) Amount spent in Administrative overheads. - Nil

(c) Amount spent on Impact Assessment, if applicable. - Not Applicable

(d) Total amount spent for the Financial Year [(a) (b) (c)]. - Rs. 11.82 Lakhs

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

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

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

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. - Not Applicable

shri saurav dutta shri Arvind Nath Jha

Chairperson of CsR Committee Member of CsR Committee

(DIN: 10042140) (DIN: 10384829)

Directors’ Responsibility Statement

In terms of provisions of Section 134(3)(c) &134(5) of the Companies Act, 2013 your Board of Directors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts for the Financial Year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanations and there were no material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31^st March, 2024 and of the profit and loss of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts for the Financial Year ended 31^st March, 2024 on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) 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.

Corporate Governance

Your Company has been consistently complying with the various Regulations, Circulars and Guidelines of the Securities and Exchange Board of India (SEBI) as well as of Department of Public Enterprises (DPE) to the extent under the control of the Company.

Pursuant to the said SEBI Regulations and DPE Guidelines, a separate section titled ‘Corporate Governance Report’ is being furnished and marked as ‘Annexure-1’.

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 Regulations 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-2’.

Directors & Key Managerial Personnel (KMP) and meetings of the Board during the year

Directors and Key Managerial Personnel

st

As on 31 March, 2024, the Board of your Company consisted of the following three Directors:

a. Shri Saurav Dutta, Non-Executive Director (Ex-officio member), Non- Independent Director, Chairperson.

b. Shri Arvind Nath Jha, Additional Director in the category of Non-Executive, Government Nominee Director.

c. Shri Samir Kumar Mohanty, Additional Director in the category of Non-Executive, Government Nominee Director.

The Company has only one KMP, i.e., Company Secretary. The Company does not have any MD/ Whole time director or CFO.

The Company being a Central Public Sector Enterprise, the Ministry of Petroleum & Natural Gas (MOP&NG), being the administrative Ministry directs the Company every time there is a change in appointment of Directors is required.

The details of the meetings of the Board held during the year have been enumerated in the Corporate Governance Report marked as ‘Annexure - 1’.

Directors retired/appointed/resigned during the year

Appointments during the year:

1. Shri Arvind Nath Jha (DIN: 10384829) was appointed as an Additional Director in the category of Non-Executive, Government Nominee Director of the Company with effect from 9^th November, 2023 as per applicable provisions of the Companies Act, 2013 and allied Rules vide Board Resolution dated 9^th November, 2023 in line with letter bearing reference No. CA- 31032/1/2021-PNG-37493 dated 18^th October, 2023 as received from the Ministry of Petroleum & Natural Gas, Government of India and subject to approval by the Shareholder in the ensuing Annual General Meeting of the Company pursuant to the Listing Regulation in line with the recommendation of the Nomination and Remuneration Committee.

2. Shri Samir Kumar Mohanty (DIN: 10404198) was appointed as an Additional Director in the category of Non-Executive, Government Nominee Director of the Company with effect from 7^th December, 2023 as per applicable provisions of the Companies Act, 2013 and allied Rules vide Resolution by Circulation passed by the Board of Directors on 12^th December, 2023, in line with letter bearing reference No. CA- 31032/1/2021-PNG-37493 dated 7^th December, 2023 as received from the Ministry of Petroleum & Natural Gas, Government of India and subject to approval by the Shareholder in the ensuing Annual General Meeting of the Company pursuant to the Listing Regulations, in line with the recommendation of the Nomination and Remuneration Committee.

At the 22^nd Annual general Meeting of the Company held on 27^th September, 2023, the following directors were appointed/reappointed-

1. Shri Mrityunjay Jha, Government Nominee Director, who retire by rotation, was reappointed.

2. Shri Saurav Dutta was appointed as Non-Executive Director (Ex-Officio) with effect from 14^th February, 2023 for a period of five years from the date of his assumption of charge of the post of Director (Finance), Balmer Lawrie & Co. Ltd. or till the date of superannuation, or until further orders from the Administrative Ministry, whichever is earliest.

Cessation

1. As per Office Memorandum bearing reference no.- CA-31032/1/2021-PNG-37493 dated 18^th October, 2023 received from the Ministry of Petroleum & Natural Gas, being the Administrative Ministry, the directorship of Shri Mrityunjay Jha (DIN: 08483795) as Non - Executive Government Nominee Director of the Company ceased with effect from 18^th October, 2023 owing to withdrawal of nomination of Shri Mrityunjay Jha as the Non - Executive Government Nominee Director of the Company by the Ministry of Petroleum & Natural Gas, being the Administrative Ministry .

2. As per Office Memorandum bearing reference no.- CA-31032/1/2021-PNG-37493 dated 7^th December, 2023 received from the Ministry of Petroleum & Natural Gas, being the Administrative Ministry, the directorship of Shri Shyam Singh Mahar (DIN: 08511166) as Non -Executive Government Nominee Director of the Company ceased with effect from 7^th December, 2023 owing to withdrawal of nomination of Shri Shyam Singh Mahar as the Non - Executive Government Nominee Director of the Company by the Ministry of Petroleum & Natural Gas, being the Administrative Ministry .

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 Section 197 of the Companies Act, 2013. The Company does not pay any sitting fee to any directors except Independent Directors. Further, the Company does not have any employee of its own other than the Company Secretary, who is seconded to the Company from its subsidiary pursuant to the service agreement.

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 section 134(3)(p) and 178(2), (3) and (4) of the Companies Act, 2013.

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)(iii)(a) of the Companies (Accounts) Rules, 2014.

Declaration by independent Director

Your Company does not have an Independent Director as on Financial Year ended 31^st March, 2024. Audit Committee

st

The Committee as of 31 March, 2024 consisted of 3 Members and all of them, including the Chairperson of the Committee, were Non-Executive Directors.

As of 31 March, 2024, the following were the Members of the Committee:

Shri Mrityunjay Jha, Government Nominee Directors had ceased to be the Directors of the Company and Chairman of the Committee w.e.f. 18^th October, 2023.

Shri Shyam Singh Mahar, Government Nominee Directors had ceased to be the Directors of the Company and Member of the Committee w.e.f. 7^th December, 2023.

* Shri Arvind Nath Jha, Additional Director in the category of Government Nominee Director was appointed as the Chairman of the Committee w.e.f. 9^th November, 2023

** Shri Samir Kumar Mohanty, Additional Director in the category of Government Nominee Director was appointed as the Member of the Committee w.e.f. 7^th December, 2023

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.

There were no such instances where the Board had not accepted any recommendation of the Audit Committee.

Related Party Transactions

As per Regulation 23 (5) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, sub regulations (2), (3) and (4) of Regulation 23 of the said Regulations shall not apply to transactions entered into between two government companies.

Further, there were no materially significant RPT during the year under review made 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 applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Related Party Transaction Policy adopted by the Company.

Your Company had adopted a policy on "Related Party Transactions” with effect from 28^th March, 2015. The said Policy was last amended w.e.f. 1^st April, 2022 vide Board Resolution dated 11^th February, 2022 to bring it in line with the amendment in the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has been uploaded on the website of the Company and is available on the following link:

https://www.balmerlawrie.com/blinv/admin/uploads/5%20Related%20Party%20Transactions.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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Particulars of contracts and arrangements entered into by the Company with Related Parties referred to in section 188(1) of the Companies Act, 2013, including certain arm’s length transaction under third proviso thereto.

Form No. AOC-2

1. Details of contracts and arrangements or transactions not at arm’s length basis - NIL. All the contracts and arrangements or transactions with Related Parties during the year ended 31^st March, 2024 were on arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis - NIL. None of the transactions with Related Party can be considered as "material” as per the policy on -Materiality of Related Party Transactions and dealing with Related Party Transactions adopted by the Company.

All contracts or arrangement entered into under Section 188(1) of the Companies Act, 2013 has been enumerated in details in Note no.31 of Standalone Financial Statements in compliance with the applicable accounting standards, thereby forming part of the financial statement as on 31^st March, 2024.

Justification on the Related Party Transactions entered -

• In the year 2002, the Company for the purpose of infrastructure and management support entered into a service contract with its subsidiary Balmer Lawrie & Co. Ltd. (BL), since the Company does not have any infrastructure arrangement or any employee. The said agreement is renewed from time to time pursuant to which the Company receives services in nature of administration, finance, taxation, legal, secretarial, etc. from BL.

• The Company was formed as a Special Purpose Vehicle with no regular business activity on 20 September, 2001, with the sole objective of holding the Equity shares of BL, transferred / demerged from IBP Company Limited (under the scheme of Arrangement & Reconstruction);

• The major source of income of your Company is dividend earned from its subsidiary, BL.

• The Company has no employees of its own including the Company Secretary, who is seconded from the subsidiary Company.

Particulars of Loans, Guarantees or Investments under section 186 of the Companies act, 2013

Details of investments made by the Company in other company is enumerated in Note 7 of Standalone Financial Statement.

auditors

The Statutory Auditors of your Company (being a ‘Government Company’), are appointed by the Comptroller & Auditor General of India (‘CAG’) under Section 139 and other applicable provisions of the Companies Act, 2013.

Pursuant to Section 142 and other applicable provisions of the Companies Act, 2013 the remuneration of the Statutory Auditors as and when appointed for the financial year 2024-25 is to be determined by the Members at the ensuing 23^rd Annual General Meeting.

Report of the Statutory Auditor

The Report of the Statutory Auditors on Annual Accounts of your Company for Financial Year ended 31^st March, 2024 does not have any reservation, qualification, adverse remark or disclaimer. Report of the Statutory Auditors is attached with the Financial Statement.

Comments of the Comptroller & Auditor General of india

The office of the Comptroller & Auditor General of India (‘CAG’) had conducted the supplementary audit of the financial statements of the Company for the year ended 31^st March, 2024. In respect of the Standalone financial statement and Consolidated financial statement of the Company, the CAG has commented that nothing significant has come to their knowledge which would give rise to any comment upon or supplement to statutory auditor’s report under Section 143(6)(b) of the Companies Act, 2013. The communication from the CAG in this regard is attached as ‘Annexure-3A’ and ‘Annexure- 3B’.

Further, CAG stated that Section 139(5) and 143(6)(a) of the Act are not applicable to the entities as detailed in Annexure thereto, being private entities / entities incorporated in Foreign countries under the respective laws, for appointment of their Statutory Auditor and for conduct of supplementary audit. Accordingly, CAG has neither appointed the Statutory Auditors nor conducted the supplementary audit of those companies.

report of the secretarial Auditor

The Board had appointed Miss Binita Pandey, (Membership No.- ACS: 41594 and Certificate of Practice Number: 19730), Partner of M/s. T Chatterjee & Associates, Practicing Company Secretaries as Secretarial Auditor for the Financial Year 2023-2024 in compliance with the provisions of Section 204 of the Companies Act, 2013. The Report of Secretarial Auditor is annexed and marked as ‘Annexure-4’.

The response of management with respect to the qualification/ adverse remarks/ reservation/ disclaimer of the Secretarial Auditors is as under:

Adequacy of internal Financial Controls

The Company has inter-alia taken the following measures to ensure that an adequate internal financial control exists:

- Appointment of Internal Auditor as per Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 as well as Secretarial Auditor as per Section 204 of the Companies Act, 2013.

- The Company has adopted the following policies apart from the Code of Conduct applicable to the Board Members and Senior Management and other policies enumerated earlier:

• "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information”;

• "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and immediate relative of Designated Persons” and

• "Vigil Mechanism/ Whistle Blower Policy” of the Company.

The internal audit for Financial Year 2023-2024 was carried out by M/S Bhattacharyya Roychaudhuri & Associates, Chartered Accountants, and a detailed report thereof was submitted to the Board of Directors. In the said internal audit report the auditor has not expressed any adverse remark or qualification.

In addition, the Company also follows the Guidelines on Capital Restructuring of Central Public Sector Enterprises and also Guideline of the Department of Public Enterprises. The aforesaid policies are available on the website of the Company.

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operation in future

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

Vigilance Cases

No vigilance cases were reported, disposed of nor there are any such cases pending during the year. Vigil Mechanism / Whistle Blower Policy

Your Company had adopted a Whistle Blower Policy on 10^th February, 2020. The details of the said policy are given in the Corporate Governance Report 2023-24 and can be downloaded from the following hyperlink of the Company’s website:

https://www.balmerlawrie.com/blinv/admin/uploads/Whistle Blower policy.pdf Constitution of internal Committee

The Company has no employees of its own. The requirement for constituting an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 did not arise.

Maintenance of Cost Records

The requirement of maintenance of cost records is not applicable to your Company.

Procurement from MSMEs as per Public Procurement Policy for Micro and Small Enterprises (MSEs) Order, 2012

The Company is formed for temporary purpose and is not having any business and hence the Company has neither had taken any target nor made any procurement from MSMEs during the Financial Year 2023-2024.

Annual return and Weblink

In terms of Section 92 of the Companies Act, 2013 read with Rules made thereunder, the Company shall place a copy of the Annual Return (MGT-7) for Financial Year 2023-2024 on the website of the Company after filing the same with Ministry of Corporate Affairs. The Company has already placed a copy of the Annual Return for Financial Year 2022-23 on the website of the Company, link of which is: https://www.balmerlawrie.com/blinv/admin/uploads/FinalWebsiteFormMGT7.pdf

Compliance with secretarial standards

The Company is compliant of the Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India, which are mandatory.

Business responsibility report

Your Company is not engaged in any other business activity except to hold the equity shares of Balmer Lawrie & Co. Ltd. and accordingly matters to be covered under Business Responsibility Report are not applicable to your Company.

acknowledgement

Your Directors wish to place on record their appreciation for the continued guidance and support extended by the Ministry of Petroleum & Natural Gas & and other Ministries. Your Directors also acknowledge the valuable support and services provided by Balmer Lawrie & Co. Ltd., its subsidiary. Your Directors appreciate and value the trust imposed upon them by the Members of the Company.

registered Office: On behalf of Board of

21, Netaji Subhas Road, Balmer Lawrie Investments Limited

Kolkata-700001

[saurav Dutta] [arvind Nath Jha] Director director

Date: 8^th August, 2024 (DIN 10042140) (DIN 10384829 )

1

The Board’s Report is based on standalone Financial Statements of the Company and this information is given as an added information to the Members.

2

These requests were received online through RTI Request & Appeal Management Information System hence, the fee is collected by Department of Personnel & Training, Government of India.