Your Directors have the pleasure in presenting the 25^th Annual Report of the Company along with the Audited
Financial Statement (both Standalone and Consolidated) for the Financial Year ended 31^st March, 2026 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 & Company Limited (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., 2025-26, there was a substantial increase in the total income due to receipt
of interim dividend from Balmer Lawrie & Co. Ltd. (the subsidiary company) leading to increase in the dividend
income by 50%. The same was accompanied with a slight decrease in interest income due to decrease in the
bank Fixed deposit rates. Accordingly, the total income of your Company increased by around ? 4478.40 Lakhs
as compared to the last Financial Year, i.e., 2024-25.

The summary of comparative annual financial results for the Financial Year under review, i.e., 2025-26 as against
the immediately preceding Financial Year, i.e., 2024-25, has been furnished below:

Financial Summary

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, 2026 stood at ?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 21^st May, 2025 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 18^th November,
2024 (‘DIPAM Guidelines’) with respect to FY 2024-2025. In respect of same it was noted that the thresholds
regarding buyback bonus and splitting of shares, as mentioned in the DIPAM Guidelines were not triggered.

Dividend

The Board at its meeting held on 21^st May, 2026 had recommended a Final Dividend of 227%, i.e., ? 2.27 (Rupees
Two and Paise Twenty Seven Only) per equity share of Re.1/- each fully paid-up for the Financial Year ended 31^st
March, 2026 in addition to the Interim Dividend of ? 2.03 per share already declared and paid in March 2026, as
against Final dividend of 430%, i.e., ? 4.30 (Rupees Four and Paise Thirty Only) per equity share of Re. 1/- each
for the previous Financial Year ended 31^st March, 2025.

The dividend, if declared by the shareholders at the ensuing 25^th 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 Record Date fixed for the purpose i.e., 14^th September, 2026 (End

of Day), within 30 days from the date of such declaration. 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 the said record date - 14^th September, 2026 (End of Day). The
dividend to be paid shall be subject to Tax deducted at source and other applicable provisions of Income Tax Act,
2025. SEBI, vide its Master Circular bearing reference no. HO/38/13/(4)2026-MIRSD-POD/I/4298/2026 dated
6^th February, 2026 had prescribed the common and simplified norms for processing investor’s service request
by RTAs and norms for furnishing PAN, KYC details and Nomination. As per the said Master Circular for RTAs,
the security holder(s) whose folio(s) do not have PAN, Contact Details, Bank Account Details and Specimen
Signature updated, shall be eligible:

a. To lodge grievance or avail any service request from the RTA only after furnishing PAN and KYC details.

b. For any payment including dividend, interest or redemption payment in respect of such folios, only through
electronic mode with effect from 1^st April, 2024 upon complying with the above requirements.

Further, all existing investors are encouraged, in their own interest, to provide ‘choice of nomination’ for ensuring
smooth transmission of securities held by them. The formats for providing Nomination and Opting-out of
Nomination in case of Demat Account are provided as Annexure-35 and Annexure-36, respectively in aforesaid
SEBI Master Circular.

Members holding securities in physical mode, inter-alia, for registering/updating the KYC details and for the
processing of various service requests are requested to kindly refer to the requisite forms stipulated in the
aforesaid Master Circular. Accordingly, the shareholders are requested to kindly submit the requisite documents
in the prescribed formats to the RTA.

As per Regulation 40(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as
amended), requests for effecting transfer of securities in physical form shall not be processed unless the securities
are held in the dematerialised form with a depository. Further, SEBI vide its Master Circular bearing reference no.
HO/38/13/(4)2026-MIRSD-POD/I/4298/2026 dated 6^th February, 2026 had mandated Listed Companies to issue
securities for the following investor service requests only in dematerialised form:

(i) Issue of duplicate securities certificate;

(ii) Claim from unclaimed suspense account;

(iii) Renewal/exchange of securities certificate;

(iv) Endorsement;

(v) Sub-division/splitting of securities certificate;

(vi) Consolidation of securities certificates/folios;

(vii) Transmission; and

(viii) Transposition.

In view of the above, Members are requested to consider dematerializing their shares
Appropriation

The amount available for appropriations for the Financial Year 2025-26 as compared to the immediately preceding
Financial Year 2024-25 are given hereunder:

* 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.

DIVIDEND DISTRIBUTION POLICY

As per the average market capitalization of the Company for the period from 1^st July 2025 to 31^st December 2025
provided by BSE Limited, it was not falling under top 1000 listed entities. Accordingly, formulation of Dividend
Distribution Policy as per regulation 43A of Securities and Exchange Board of India (Listing obligation and
Disclosure Requirements) Regulations, 2015 (“The Listing Regulations”) was not applicable to the Company for
Financial Year 2025-26 or even thereafter. However, the Company is governed by the guidelines of Department
of Investment and Public Asset Management, Ministry of Finance, Government of India, on Revised Guidelines
on Capital Restructuring of Central Public Sector Enterprises dated 18^th November, 2024 which contains detailed
provisions regarding payment dividend. The said guidelines are available on the website of the Company at the
following link:https://www.blinv.com/admin/uploads/revised%20DIPAM%20guidelines.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 2026, the total amount of deployments in the Fixed Deposit Schemes
(including accrued interest) was ?15510.88 Lakh. The deposits yielded an interest income of ?1108.60 Lakh
during the Financial Year ended 31^st March, 2026 (as against ?1127.92 Lakh for the Financial Year ended 31^st
March, 2025).

Management Discussion and Analysis Report

Your Company is not engaged in any other business activity except, to hold the equity shares of Balmer Lawrie
& Company Limited 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 & Company Limited (‘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.blinv.com/admin/uploads/Policy_on_determining_material_subsidiaries_amended.pdf

As per the aforesaid policy, none of its subsidiaries appear to be a material subsidiary of the Company. There
was no instance where a company has become or ceased to be its Subsidiaries, joint ventures or associate
companies during the year.

As stated earlier, the major income of the Company is the dividend received from the Subsidiary- Balmer Lawrie
& Company Limited.

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 & Company Limited (BL)

BL recorded net turnover of ?2,78,459.58 Lakhs during the FY 2025-26 as against ?2,57,762.84 Lakhs in FY

2024- 25 which is an increase of 8.03% over last year. BL recorded a Profit Before Tax of ?33,086.61 Lakhs in FY

2025- 26 as against ?31,378.99 Lakhs in FY 2024-25. The increase is majorly attributable to the performance by
Travel & Vacation and Logistics businesses.

While a dividend of ? 13474.12 Lakhs, being Final Dividend for FY 2024-25 and interim dividend for FY 2025-26,
was received from BL during the FY 2025-26. BL’s Board of Directors has recommended a Final Dividend of ?
4.25 per equity share for Financial Year 2025-26 which shall be received in Financial Year 2026-27.

Visakhapatnam Port Logistics Park Limited (VPLPL)

Visakhapatnam Port Logistics Park Limited [VPLPL] - Subsidiary

Visakhapatnam Port Logistics Park Ltd., 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 Natural Port, which acts as a gateway to the vast
industrial market of the far-east countries.

During the FY 2025-26:

i. CFS business segment handled 5006 TEUS of Export cargo and 9084 TEUS of Import cargo, generating a
revenue of ?1339 Lakhs, as compared to revenue of ?1589 Lakhs, earned in the previous FY 2024-25.

ii. Railway Siding business segment handled 149 rakes as against 62 rakes handled in the previous FY 2024¬
25. This business segment experienced a growth of 140%, in terms of number of rakes handled by the JVC,
thereby generating a revenue of ? 207 Lakhs as against ? 145 Lakhs earned in the previous FY 2024-25.

iii. Closed Warehouse business segment operated with 100% capacity utilisation thereby generating a revenue
of ?130 Lakhs, as compared to revenue of ?114 Lakhs, earned in the previous FY 2024-25.

iv. Open Yard business segment operated with 100% capacity utilisation thereby generating a revenue of ?
217 Lakhs as compared to revenue of ? 318 Lakhs earned in the previous FY 2024-25. Though the capacity
utilisations in both the years were the same, the revenue declined in the FY 2025-26, since there was no
utilisation of the undeveloped portion comprising 11.5 acres of land for the whole year, which falls under this
segment.

v. TCW business segment was not operational due to urgent repairs, which could not be carried out due to
financial constraints.

During the FY 2025-26, VPLPL was able to maintain its EBITDA at ? 544 Lakhs (Previous FY 2024-25: ? 543
Lakhs) by decrease in operating and administrative expenses thereby resulting in decrease of loss from ? 1671
Lakhs (FY 2024-25) to ? 1570 Lakhs (FY 2025-26).

To ensure long term operational stability and better asset utilisation, VPLPL has entered a Strategic Alliance
Management Operator (SAMO) contract with Bothra Shipping Services Private Ltd., with effect from 1^st of April
2026. This contract is for a period of 10 years with 5 years lock-in, which is extendable for another period of 5
years. Under this SAMO arrangement, the JVC will get a fixed monthly fee with escalation applicable from the
4^th year and variable fee, subject to monthly volume handled by the SAMO operator. This will help the VPLPL in
timely servicing of its loan taken from Power Finance Corporation Ltd. and is expected to have positive bottom¬
line in the next few years.

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 prescribed
format 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.blinv.com/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 the FY 2025-26, there was no instances of cessation / change in Joint Venture/ Subsidiary / Associate
Companies.

Deposits

Your Company has neither accepted nor was holding any deposits from the public during the Financial Year
2025-26 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 2026-27.

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 2025¬
26 is as under:

* In cases the requests were received online through RTI Request & Appeal Management Information System, the fee was collected by
Department of Personnel & Training, Government of India.

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
& Company Limited 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

Since the Company has no regular business activity, except to hold the Equity Shares of its listed Indian subsidiary,
i.e., Balmer Lawrie & Co. Ltd., requirement of a risk management plan is not applicable to the Company.

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

Further, since the Company did not fall within top 1000 listed entities as on 31^st December 2025 the provisions
of Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are not applicable to the Company.

Corporate Social Responsibility (CSR)

Annual Report on CSR Activities

1. Brief outline on CSR Policy of the Company

The Corporate Social Responsibility (CSR) and Sustainability 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.blinv.com/admin/uploads/CSR and Sustainability Policy.pdf

2. Composition of CSR Committee as on 31^st March, 2026

The Corporate Social Responsibility Committee of the Company consisted of the following Members as on
31^st March, 2026:

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

https://www.blinv.com/abt.php#:~:text=Corporate%20Social%20Committee%20(CSR)

https://www.blinv.com/admin/uploads/CSR_and_Sustainability_Policy.pdf

https://www.blinv.com/abt.php#:~:text=19.%20Corporate%20Social%20Responsibility%20Annual%20

Action%20Plan%20of%20Balmer%20Lawrie%20Investments%20Limited%20%3A

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, per se to be enumerated on its website.

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. - ? 828.88 Lakhs.

(b) Two percent of average net profit of the company as per sub-section (5) of section 135. - ? 16.578 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)]. - ? 16.578 Lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project). - ? 16.578 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)]. - ? 16.578 Lakhs

(e) CSR amount spent or unspent for the Financial Year: CSR amount spent: ?16.578 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 Romon Sebastian Louis Shri Saurav Dutta

Chairperson of CSR Committee Member of CSR Committee

(DIN:08710802) (DIN:10042140)

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, 2026, 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, 2026 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 provisions 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, 2026 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

As on 31^st March, 2026, 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, Non-Executive, Government Nominee Director.

c. Shri Samir Kumar Mohanty, 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.

Meetings of the Board during the Financial Year

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: No Director was appointed during the FY 2025-2026

At the 24^th Annual general Meeting of the Company held on 23^rd September, 2025, the following directors were
appointed/reappointed-

1. Shri Samir Kumar Mohanty - (DIN: 10404198) was reappointed as a Director of the Company.

Cessation: No Director was ceased during the Financial Year 2025-2026.

Shri Romon Sebastian Louis (DIN: 08710802) and Shri Aditya Shekhar Singh were respectively appointed
as Non-Executive, Additional Director in the designation of Government Nominee Director w.e.f. 13^th August,
2026 as per the direction of 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)(iiia) of the Companies (Accounts) Rules, 2014.

Declaration by Independent Director

Your Company did not have an Independent Director as on Financial Year ended 31^st March, 2026.

Audit Committee

The Committee as of 31^st March, 2026 consisted of 3 Members and all of them, including the Chairperson of the
Committee, were Non-Executive Directors.

As of 31^st March, 2026, the following were the Members of the Committee:

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 vide Board Resolution dated 13^th February, 2026 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.blinv.com/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, 2026 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.32 of Standalone Financial Statements in compliance with the applicable
accounting standards, thereby forming part of the financial statement as on 31^st March, 2026.

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 & Company Limited (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^th September,
2001, with the sole objective of holding the Equity shares of BL, transferred / de-merged 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 2026-27 is to be determined by the Members at
the ensuing 25^th Annual General Meeting.

Report of the Statutory Auditors

The Report of the Statutory Auditors on Standalone Financial Statements of your Company for Financial Year
ended 31^st March, 2026 does not have any reservation, qualification, adverse remark or disclaimer. Report of the
Statutory Auditors is attached with the Financial Statement.

The Statutory auditors have not reported any instance of fraud committed in the Company as stated under sub¬
section (12) of Section 143 of the Companies Act, 2013.

The Report of the Statutory Auditors on Consolidated Financial Statements of your Company for Financial Year
ended 31^st March, 2026 have expressed that in their opinion, to the best of their information and according to the
explanations given to them, the Company being the Holding Company has, in all material respects, an adequate
internal financial controls system over financial reporting except for the possible effects of the material weakness
pertaining to Subsidiary Company.

Under the ‘Key Audit Matters’ of the statutory auditors report on the Consolidated Financial Statements of the
Company, attention has been drawn towards certain Key Audit Matters pertaining which inter-alia contains
reporting pertaining to the Subsidiary Company (Balmer Lawrie & Co. Ltd.) regarding suspected fraud involving
payments made to vendors.

Comments of the Comptroller & Auditor General of India

The office of the Comptroller & Auditor General of India (‘CAG’) have conducted a supplementary audit of the
financial statements of Balmer Lawrie Investment Limited for the year ended 31 March 2026 under Section 143(6)

(?) of the Companies Act, 2013. In respect of the Standalone financial statement of the Company, the CAG has
commented that based on their supplementary audit, nothing significant has come to their attention which would
give rise to any comment upon or supplement to statutory auditors' report under section 143 (6) (b) of the Act.

In respect of Consolidated financial statement of the Company, the CAG has commented that they conducted a
supplementary audit of the financial statements of Balmer Lawrie Investments Limited and its subsidiary Balmer
Lawrie & Company Limited but did not conduct supplementary audit of the financial statements of its subsidiary
Vishakhapatnam Port Logistics Park Limited for the year ended on that date. Further, Section 139 (5) and 143

(?) (a) of the Act are not applicable to the entities 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, Comptroller and Auditor General of India has neither appointed the Statutory Auditors nor conducted
the supplementary audit of these companies.

In view of the revision made in the statutory auditor's report, to give effect to one of their audit observations raised
during supplementary audit, they have no further comments to offer upon or supplement to the statutory auditors'
report under Section 143(6)(b) of the Act.

The communication from the CAG in this regard is attached as Annexure-3A and Annexure- 3B.

Report of the Secretarial Auditor

The shareholders at the 24^th AGM, appointed M/s. Minu Tulsian & Co., Company Secretaries, a peer reviewed
firm (Peer Review Certificate no. - 1588/2021) for a period of 5 (Five) consecutive Financial Years from Financial
Year 2025-26 to Financial Year 2029-30 to furnish a report in Form No. MR-3.

The Board had appointed Smt. Minu Tulsian, (Membership No. - FCS: 10231 and Certificate of Practice Number:
16999), Proprietor of M/s. Minu Tulsian & Co., Practicing Company Secretaries as Secretarial Auditor for the
Financial Year 2025-2026 in compliance with the provisions of Section 204 of the Companies Act, 2013 and the
applicable SEBI Regulations. 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 in his report for FY 2024-25 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 2025-2026 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 2025-26 and can be downloaded from the following hyperlink of the
Company’s website:https://www.blinv.com/admin/uploads/Whistle_Blower_policy.pdf

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

The Company has no employees of its own. Thus the provisions related to the Maternity Benefit Act 1961 does
not seem to be applicable to the Company.

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.

(a) number of complaints of sexual harassment received in the year - NIL

(b) number of complaints disposed off during the year - NIL

(c) number of cases pending for more than ninety days - NIL

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 2025- Nil

b) Number of complaints disposed off during the calendar year 2025 - Nil

c) Number of complaints pending as on end of the calendar year 2025 - Nil

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 2025-2026.

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 2025-2026 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 2024-25 on the website of the Company, link of which is:

https://www.blinv.com/admin/uploads/Form%20MGT-7.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 and Sustainability Report

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

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year along with their status as at the end of the financial year.

Not Applicable

Details of difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

Not applicable

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 & Company Limited, 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 Ltd.

Kolkata-700001

[Saurav Dutta] [Romon Sebastian Louis]
Director Director

(DIN 10042140) (DIN 08710802)

Date: 13^th August, 2026