Balrampur Chini Mills Ltd

FOR THE YEAR ENDED 31ST MARCH, 2025

Your Board of Directors are pleased to present their report as a part of the 49th Annual Report, along with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2025.

Financial results

The Standalone and Consolidated financial performance of the Company are summarised below:

(H in lakhs)

Dividend and its Distribution Policy

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a dividend distribution policy, as approved by its Board of Directors. The said Policy is available on the website of the Company at the following web-link: https://chini.com/sustainabiUtv/aovernance/poUcies/

The Board of Directors of the Company had declared an interim dividend of 300% (i.e. H3.00 per share on Equity Shares of the face value of H1/- each) for the Financial Year ended 31st March, 2025. Total outgo on the interim dividend was H6,057.07 lakhs.

Your Company has announced the Poly Lactic Acid ("PLA") project in February 2024 which would require a revised capital outlay of H2,850 crores, which will be funded through both internal accruals and debt.

During the year under review, the Board has approved higher capacity of PLA project, optimised from 75,000 Tonnes Per Annum (TPA) to 80,000 TPA, with a revision in the project's capital expenditure from H2,000 crores (which was based on conceptual planning) to H2,850 crores (gross). In view of the above, the Board confirmed the interim dividend declared and paid during the year as final dividend.

Reserves and surplus

The Company has transferred an amount of H19,985.44 lakhs to the General Reserve. Additionally, H14.56 lakhs have been transferred to the General Reserve on account of the cancellation of vested ESARs, in accordance with the requirements of the relevant Indian Accounting Standards.

Operations

*Net of sugar loss due to diversion of sugarcane towards Syrup and B-heavy molasses

Change in Nature of Business

There is no change in the nature of the business of the Company during the financial year.

However, as a forward integration/ diversification measure, your Company had announced foray into manufacturing of Polylactic Acid (PLA) in February 2024. Considering the significance of the emerging business and the prospects thereof, PLA has been identified as a separate reportable segment. Presently, the PLA is in execution phase and is expected to commence production by third quarter of FY 27.

Non-Convertible Debentures

The Board of Directors of the Company at their meeting held on 11th February, 2023 approved the issuance of 14000 Senior, Unlisted, Secured, Redeemable, Rated Non-Convertible Debentures (NCDs) of face value of H1 lakhs each, aggregating to H14,000.00 lakhs, on private placement basis to HDFC Bank Limited in compliance with the applicable circulars issued by the Securities and Exchange Board of India on issuance of debt-securities by large corporates which was allotted on 27th February, 2023. The NCDs were issued for a tenure of 3 years from the date of allotment with a put/ call option exercisable after 18 months from the date of allotment. In accordance with the terms of the NCDs, the Company decided to exercise the call option after the end of 18 months, accordingly the NCDs were redeemed on 27th August, 2024.

Industry scenario and outlook Sugar

India entered the sugar season 2024-25 (October to September) with an opening inventory of around 8.00 MMT (Metric Million Tonnes). Gross sugar production for the season 2024-25 is estimated at 29.5 MMT, compared to 34.0 MMT in previous season, which represented a decline of ~4.5 MMT. There was a sugar diversion towards ethanol in season 2024-25 that was estimated at ~3.5 MMT when compared with 2.0 MMT in the previous season. Net sugar production for the season 2024-25 is estimated at 26.0 MMT, compared with the previous season's production of 32 MMT.

During the sugar season 2024-25 there is a decline in net sugar production across India, primarily due to adverse weather conditions. These conditions comprised subnormal rainfall and excessive rainfall in key cane producing regions. These factors impacted cane yields and sugar recovery, moderating sugar production.

The government permitted the export of 1.0 MMT sugar during sugar season 2024-25. It is expected that of the export quota of 1 MMT, ~0.80 MMT would be exported. The domestic demand for sugar is expected to be around 28 MMT, compared to 29.00 MMT in the previous season. General elections during April-May 2024 enhanced sugar demand in the previous season.

As a result, India's carry forward sugar stock as on 30th September 2025 is expected at around 5.20 MMT, considered sufficient due to higher crop expectation in the next sugar season (sugar season 2025-26)

Domestic sugar prices for UP-based millers ranged between H37.30 and H41.50 per kg during the year ended March, 2025. Export allowed by Government inspite of lower sugar production has helped in firming up of sugar prices and reaching to level of average cost of production of sugar in the country. Ex-mill sugar prices in state of Uttar Pradesh were ~H41/kg at the time of this report.

Ethanol

The Indian government implemented the ethanol blending programme (EBP), wherein oil marketing companies (OMCs) marketed petrol blended with ethanol as per BIS specifications. The government targeted 20% ethanol blending with petrol by 2025-26 and 30% by 2030.

Since 2014-15, the Indian government adopted the ethanol pricing mechanism linked to fair and remunerative price (FRP) of sugarcane. It mandated that ethanol prices,

whether higher or lower than petrol, would be adjusted by oil marketing companies in the retail petrol price with a full pass-through to consumers, ensuring that the pricing mechanism would not be linked to crude prices. As a result, over the years the sugar industry invested around H40,000 crore (encouraged by policy measures) for ethanol production through diverse sugar feedstock.

The sugar sector represented the backbone of the ambitious ethanol blending programme since inception, contributing over 80% of supplies up to 2021-22 ESY. The sector contributed 73% to total ethanol supplies in 2022-23 ESY. In the ethanol year 2023-24, the Indian government imposed a restriction on the production of juice based/B-heavy ethanol in view of a perceived lower sugar production. For the ethanol year 2023-24 and 2024-25 no increase in ethanol prices was granted for the juice/B-heavy route ethanol in spite of increase in the FRP of sugarcane by ~11.5% from H305 per quintal to H340 per quintal. In 2024-25, the restriction on ethanol production was lifted as sugar production was adequate but ethanol prices were not revised even after a recommendation of the Expert Committee headed by the Joint Secretary.

The FRP of sugarcane increased by H15 per quintal to H355 per quintal for the season 2025-26 (increase of ~16.5% following the last revision in ethanol prices).

The production of ethanol from juice and B heavy molasses requires a sugar sacrifice that needs to be compensated by an ethanol price sufficient to cover the value of sugar sacrificed. A formula-based approach may be adopted to determine price of ethanol after taking into consideration the increase in sugar production cost due to an upward revision in the FRP of sugarcane as per the past practice.

While the increase in FRP of sugarcane benefits farmers and leads to higher production of sugarcane, it also raises the cost of raw material for mills. Ensuring that the ethanol procurement price is adjusted proportionately will empower mills to absorb the increased cost without financial strain. To enable sugar mills to divert excess sugarcane to ethanol production and contribute to Hon'ble Prime Minister's dream of achieving 20% ethanol blending target by 2025-26 and 30% by 2030, the ethanol price needs to be increased from existing levels to make its production viable. Recognising the increase in cane cost and consequent impact on sugar production cost, which is sacrificed in ethanol production, ethanol prices should follow an automatic revision following any FRP increase.

If the correct ethanol realisation is not fixed, this could lead to the following:

* Lower diversion of sugar towards ethanol

* Build-up of sugar inventory that might result in lower sugar realizations requiring compulsory sugar exports that could need financial subsidy if global prices are inadequate.

* Higher sugar inventory that could lead to lower sugar prices, losses and delays in cane price payments to farmers.

Sugarcane is a superior crop when it comes to water use efficiency i.e. per unit of water consumed by sugarcane gives the highest quantity of ethanol compared to other crops. It is more efficient in land use and lowest by way of GHG emissions when compared to other crops for ethanol production. Sugarcane farmers get guaranteed FRP as determined by the Government year-on-year and relative gross returns are higher compared with other crops as agreed to by the inter-ministerial committee.

The Table-1 shows that ethanol prices for ESY 2023-24 & 2024-25 where linkage was disregarded / ignored and Table-2 shows the correct/desirable prices for Ethanol for the upcoming ESY 2025-26.

Table 1

Table 2

Government policies

The government sustained most policies in the sugar season 2024-25 as announced in previous years with the objective of ensuring adequate domestic sugar availability, supporting sugar realisations and ensuring timely farmer payments. These policies included the unrestricted diversion of sugar to ethanol and permitted sugar exports, except for the non-revision of ethanol prices under the juice and B-heavy routes for the second consecutive year.

The following policies of the government prevailed during the season 2024-25:

* The fair and remunerative price (FRP) of sugarcane for the sugar season 2024-25 was revised to H340 per quintal up from H315 per quintal in the previous season (linked to a basic recovery rate of 10.25%).

* The State advised price (SAP) of sugarcane for Uttar Pradesh remained unchanged at H370 per quintal (for early maturing variety of sugarcane).

* Export were permitted up to 1 MMT during the 2024-25 season.

* Ethanol prices for the supply period from November 2024 to October 2025 remained unchanged at H65.61per BL for ethanol produced from direct cane juice/ sugar syrup and H60.73 per BL for ethanol produced from B-heavy molasses . The ethanol price under C-heavy route was increased by 3% to H57.97 per BL up from H56.28 per BL.

* The oil marketing companies decide differential prices for ethanol produced from damaged/ surplus food grains. For the supply period from November 2024 to October 2025, the price for ethanol from damaged foods grains, FCI surplus rice and maize remained unchanged at H64.00 per BL, H58.50 per BL and H71.86 per BL respectively.

* A reduced GST rate of 5% on ethanol remained in place.

* The duty structure on export and import of sugar remained unchanged from the previous year.

* The minimum selling price of sugar and stock holding limits on mills, in the form of maximum monthly sale quotas, were continued.

Our expectations

* Increase the prices of juice, B-heavy based ethanol in line with FRP hike, following the mechanism adopted up to 2022-23 which considers the value of sugar sacrificed.

* The minimum selling price of sugar (as part of the policy framework) should be revised upwards in view of the increase in FRP.

The Ethanol Policy has played a pivotal in balancing the sugar sector by ensuring timely farmer payments, protecting sugar mill viability and reducing the carbon footprint. Future policies should sustain these benefits by reverting to proven practices and ensuring appropriate ethanol production through sugar diversion, accurate ethanol pricing and sugar exports .

The government should announce the ex-mill price of juice and B-heavy based ethanol prior to the tender process, based on the pricing mechanism adopted up to 2022-23, linked to FRP of sugarcane and accounting for sugar sacrificed. This could benefit all stakeholders and support long-term sectorial sustainability.

Global scenario

The global sugar year 2024-25 began with two fundamentals questions; the first one was how production in CS Brazil would unfold for the 2024-25 sugar year and the second was how much sugar would be allowed to be diverted towards ethanol in India.

Global sugar production is estimated to increase by 2.8 MMT to ~186.6 MMT compared to 183.8 MMT in the previous year. On the other hand, the global consumption is estimated to reach a record 180.42 million tonnes, slightly above last season's, according to the International Sugar Organization (ISO).

Sugar production in Brazil is expected to decline to 40.1 MMT compared to 42.5 MMT in the previous season due to lower sugarcane availability and reduced yields.

In Thailand the crushing season 2024-25 concluded recently, with sugar production at 10.00 MMT compared to 8.7 MMT in 2023-24.

China's production increased to 11.0 MMT up from 10.1 MMT in the previous season due to favourable weather and improved yields.

Pakistan's production is expected at 6.8 MMT, owing to higher harvested area and better yield.

EU and UK production is expected to remain stable at ~16.6 MMT compared to 16.7 MMT in the previous season.

We believe the next crop cycle in Brazil, India, Thailand, the EU, UK and China will be higher compared to the previous year, supported by satisfactory rainfall in many sugarcane-growing regions.

We anticipate that the global sugar prices may strengthen due to rising demand from China and other consuming nations. Overall, the global sugar sector is expected to benefit from positive tailwinds in the near future.

BCML's standalone performance during FY 2024-25

Revenues earned from operations during the year stood at H5,41,537.83 lakhs as compared to H5,59,374.01 lakhs for the previous year, lower by 3.19%. Revenues were lower on account of lower sugar and distillery volumes which were partly offset by higher realizations from both segments. The Company earned a total comprehensive income of H34,586.77 lakhs during the year ended 31st March 2025 as compared to H44,134.06 lakhs in the previous year.

Segment-wise performance and outlook Sugar

During the financial year ended 31st March 2025, sugarcane crushing stood at 1,033.99 lakhs quintals as compared to 1,084.52 lakhs quintals in previous year, a decrease of 4.66% over previous year. This was on account of lower area under sugarcane and agroclimatic conditions issues which resulted in lower availability of sugarcane.

Your Company is working closely with the farmers towards cane varietal rebalancing which can be beneficial for both the farmers and millers. The Company is providing farmers with necessary agro-inputs and advice on various agro practices to increase the farm yield and support clean cane quality. Steps were also taken to educate the farmers on modern agricultural practices.

Sugar recovery (net of sugar sacrifice under syrup and B-heavy molasses route) for the year stood at 9.39% as compared to 10.34% in previous year. During the FY 2024-25 the Company has diverted 547.33 lakhs quintals (52.9%) of sugarcane for producing B-heavy molasses as compared to 600.37 lakhs quintals (55.4%) in previous year. In addition, in FY 2024-25 Company diverted 105.91 lakhs quintals (10.2%) towards syrup route ethanol as compared to 47.69 lakhs quintals (4.4%) in the previous year. In this process, the Company sacrificed 20.01 lakhs quintals of sugar as compared to 15.02 lakhs quintals in the previous financial year. Thus, the Company produced 97.07 lakhs quintals of sugar as compared to 112.18 lakhs quintals in the previous year as there no restriction on diversion of sugar towards Ethanol in the current sugar season.

During the year under review, the Company sold 94.22 lakhs quintals of sugar as compared to 94.72 lakhs quintals in previous year. During the previous year there was no export on account of the restrictive government policy. For the current year Company was allocated 31335 MT of sugar for exports which was traded by the Company, as per the permitted guidelines, for monthly domestic quota to be allotted from April to August 2025.

Sugar realisation stood at H39.06 per kg as compared to H38.00 per kg in the previous year. Current sugar realizations in the state of Uttar Pradesh is ~H41.00 per kg.

Sugar inventory (including WIP) as on 31st March 2025 stood at 71.43 lakhs quintals valued at ~H35.42 per kg as compared to 68.63 lakhs quintals valued at ~H34.22 per kg in previous year.

Distillery

Your Company's distillery segment delivered muted performance during the year. Your company produced 2176.69 lakhs BL of industrial alcohol during the year under review as compared to 2799.40 lakhs BL during the previous year. Lower production was attributable to lower availability of feedstock under Juice/B-heavy molasses route owing to restrictions imposed by Government last year which resulted in higher diversion of cane towards C-heavy route thereby resulting in lower recovery of industrial alcohol.

Ethanol production from syrup route in FY24-25 stood at 837.43 lakhs BL as compared to 409.12 lakhs BL in FY23-24. Ethanol production from B-heavy route stood at 719.97 lakhs BL compared to 1587.58 lakhs BL. Production of ethanol from grains (rice and maize) decreased to 173.06 lakhs BL as compared to 456.87 lakhs BL in the previous year.

Ethanol sales from syrup route was 815.61 lakhs BL at an average realisation of H65.61 per BL as compared to 572.04 lakhs BL at an average realization of H65.61 per BL in the previous year. Ethanol sales during the year from B-heavy molasses stood at 807.71 lakhs BL at an average realisation of H60.73 per BL as compared to 1438.37 lakhs BL at an average realisation of H60.73 per BL in the previous year. Ethanol sales from C-heavy molasses stood at 177.61 lakhs BL at an average realisation of H56.27 per BL as compared to 41.57 lakhs BL at an average realisation of H55.07 per BL in the previous year. Similarly, Ethanol sales from grain route was 249.67 lakhs BL at an average realization of H66.24 per BL as compared to 378.99 lakhs BL at an average realisation of H59.46 per BL in the previous year.

Ethanol sales from C-heavy molasses was higher in the current year as the Company was forced to produce and sale ethanol produced from C-heavy molasses route owing to restriction imposed on diversion last year with an intent to restrict the sacrifice of sugar. Blended realisation for industrial alcohol (including Ethanol, ENA etc.) sales stood at H57.86 per BL as compared to H57.53 per BL in previous year.

Co-generation

Your company no longer sees cogeneration as a separate segment. Cogen has been merged with sugar while incineration has been merged with distillery based on their operational matrix. This was done as the basic purpose of these were to meet the captive requirements and the surplus power generated was exported.

From an operational perspective, power generated during the year stood at 8180.98 lakhs units as compared to 8976.53 lakhs units in the previous year, a decrease of 8.86%. Power exported (to Uttar Pradesh Power Corporation Limited (UPPCL) stood at 2275.45 lakhs units as against 2910.01 lakhs units in previous year, a decrease of 21.8%. Power exported under Open Access stood at 1371.08 lakhs units as compared to 1165.64 lakhs units in previous year an increase of 17.6%. Average realization for export of power to UPPCL stood at H3.56/unit as compared to H3.51/unit in previous year. Similarly, average realization of power exported under open access stood at H5.48/unit as compared to H5.10/unit in previous year. Average blended realisation for the year stood at H4.35 per unit as compared to H3.97 per unit in previous year. Uttar Pradesh Electricity Regulatory Commission ("UPERC") had earlier reduced the power tariff. The matter of reduction in tariff by UPERC is under litigation and is pending at Hon'ble High Court Allahabad.

Others

Your Company manufactures Granular Potash Fertilizer, Bio-Pesticides for the healthy and salubrious growth of sugarcane. It produces mainly Potash derived from Molasses (PDM). These products provide strength to sustain under the draught conditions, increases metabolism and root development.

Your Company sells these products to farmers and to India Farmers Fertilizer Cooperative Limited (IFFCO). Revenues during the year stood at H1,965.44 lakhs as compared to H2,386.54 lakhs in previous year.

A detailed analysis of the Company's operations, expectations and business environment has been provided in the Management Discussion and Analysis section, which forms a part of this Report.

Subsidiary, Associate and Joint Venture Companies

The Company does not have subsidiary or Joint venture companies. As on 31st March, 2025, the Company has one Associate Company, namely, Auxilo Finserve Private Limited ("AFPL"). AFPL is a non-Systemically Important Non-Deposit taking NBFC registered with Reserve Bank of India. (RBI). The main objective of AFPL is to provide education loan to students and ancillary services in relation to the said business activity and infrastructure or working capital loan to educational institutions. Contribution of the AFPL to the overall performance of the Company has been elaborated in the consolidated financial statements forming part of this Report.

During the year ended on 31st March, 2025, AFPL allotted 5,15,24,429 compulsorily convertible preference shares (Series A CCPS), and 10 equity shares at H58.04 each

(with a face value of H10/- each at a premium of H48.04 per share), aggregating to H29904.79 lakhs on a private placement basis to investors. Additionally, during the year ended on 31st March, 2025, AFPL has also allotted 8,31,850 equity shares with a par value of H10/- each upon exercise of options by its employees, in accordance with the Employee Stock Options Scheme. Due to the investment made by investors in CCPS of AFPL, which are entirely in nature of equity and the allotment of equity shares as mentioned above, there is an eventual dilution of BCML's ownership interest in AFPL from 33.72% to 30.47% as on 31st March, 2025. AFPL continues to be an Associate of the Company

During the Financial Year 2024-25, AFPL has earned revenue of H52,809.72 lakhs as compared to H35,668.15 lakhs for the previous Financial Year and profit after tax of H11,193.98 lakhs as compared to H6,921.87 lakhs for the previous Financial Year. AFPL has registered growth of 48.06% and 61.72% in revenue and profit after tax over the previous Financial Year, respectively.

During the year, no Company became or ceased to become Subsidiary, Joint Venture or Associate of the Company.

Consolidated Financial Statements

In compliance with the provisions of Section 129(3) of the Companies Act, 2013 (as amended) (the "Act") and implementation requirements of the Indian Accounting Standards Rules on accounting and disclosure requirements, as applicable, and as prescribed under Regulation 33 of the Listing Regulations, the Audited Consolidated Financial Statements forms part of this Integrated Annual Report.

Pursuant to Section 129(3) of the Act, a statement in Form AOC-1 containing the salient features of the financial statements of the Company's Associate Company is also provided in this Integrated Annual Report.

The audited financial statements of the Company including the consolidated financial statements and related information of the Company are available on the website of the Company at www.chini.com. Since, the Company doesn't have any subsidiary, the requirement under Section 136 of the Act about separate financial statements of subsidiaries does not apply to it.

Share Capital

During the year under review, your Company has allotted 1,53,126 equity shares to its employees under "BCML Employees Stock Appreciation Rights Plan 2023" on 11th November, 2024. As a result, the equity share capital of the Company increased to H2019.02 lakhs consisting of 20,19,02,371 equity shares of H1 each as on 31st March,

2025 from H2017.49 lakhs consisting of 20,17,49,245 equity shares of H1 each as on 31st March, 2024. The equity shares issued under the Scheme rank pari passu with the existing equity shares of the Company.

During the year, your Company did not issue any shares with differential voting rights or sweat equity shares. However, Employee Stock Appreciation Rights (ESARs) were granted to eligible employees on 17th May 2024 and 11th November, 2024. The details of the shareholding in the Company held by the Directors as of 31st March, 2025 are set out in the Corporate Governance Report, which forms part of this Report.

BCML Employees Stock Appreciation Rights Plan 2023 ("ESAR 2023"/ "Plan")

During the year, the Company granted Employees Stock Appreciation Rights ("ESARs") to eligible employees of the Company, with a view to reward the talents working with the Company, attract new talents, and to retain them for ensuring sustained growth. The Nomination & Remuneration Committee ("NRC") of the Board of Directors formulated the BCML Employees Stock Appreciation Rights Plan 2023 ("ESAR 2023"/ "Plan") which was approved by the Board of Directors of the Company at its meeting held on 21st March 2023 and by the members through Postal Ballot on 23rd April, 2023 in accordance with Section 62(1)(b) of the Companies Act, 2013 read with Regulation 6 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ["SEBI (SBEB & SE) Regulations"], prescribed by the Securities and Exchange Board of India.

The Company also obtained the in-principle approval from the BSE Limited and the National Stock Exchange of India Limited for the grant of ESARs under the Plan to the employees of the Company. Further, the NRC of the Board of Directors of the Company vide its meeting held on 17th May, 2024 and 11th November, 2024, has further granted 59,118 and 3,51,093 ESARs to eligible employees respectively. The necessary accounting for the above has been made in the books of accounts in the respective period. Details of the accounting method in accordance with Ind AS 102 - Shared Based Payment, have been provided in note no. 38(4)(a) of the standalone and consolidated financial statements.

Further, the disclosure in terms of Regulation 14 of the "SEBI (SBEB & SE) Regulations" is available on the website of the Company at https://chini.com/wp-content/ uploads/2025/08/ESAR.pdf

A certificate from M/s MKB & Associates, the secretarial auditor confirming that the ESAR 2023 have been implemented in accordance with the "SEBI (SBEB & SE)

Regulations" has been obtained and the same is available for electronic inspection of the Members during the AGM of the Company.

BCML Restricted Stock Unit Scheme 2025 ("RSU 2025" /"Scheme")

During the year, the Nomination & Remuneration Committee ("NRC") Board has offered "BCML Restricted Stock Unit Scheme 2025 ("RSU 2025" / "Scheme") on 7th February, 2025 subject to members approval. Accordingly, approval of members were sought through Postal Ballot and the members approved the RSU 2025 on 16th March, 2025. The Company has also received in-principle approval for listing of 25,00,000 (Twenty-Five lakhs) equity shares from BSE Limited and National Stock Exchange of India Limited on 8th April, 2025 and 16th April, 2025 respectively. Further, the NRC of the Board of Directors of the Company vide its meeting held on 15th May, 2025, has granted 10,17,352 RSUs. A certificate from M/s MKB & Associates, the secretarial auditor confirming that the RSU 2025 have been implemented in accordance with the "SEBI (SBEB & SE) Regulations" has been obtained and the same is available for electronic inspection.

Material Changes and Commitments

Except those disclosed in this Integrated Annual Report, there are no material changes and commitments affecting the financial position of the Company between the end of the Financial Year i.e. 31st March, 2025 and the date of this Report.

Credit Rating

Details of Credit Ratings assigned to the Company are given in the Corporate Governance Report which forms part of this Report.

Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. In terms of the IEPF Rules, during the financial year ended 31st March 2025, your Company had transferred H41.67 lakhs to the IEPF, being the unpaid and unclaimed dividend amount pertaining to the year 2017.

Pursuant to the provisions of IEPF Rules, all shares in respect of which any dividend which has not been paid or

claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ('IEPF Account') within a period of thirty days of such shares becoming due to be transferred to the IEPF Account. Accordingly, during the financial year ended 31st March 2025, your Company had transferred 53,419 equity shares of face value of H1 each after following the prescribed procedure.

Details of dividends that are due for transfer to IEPF for the next 7 (seven) years on their respective due dates, are available on the website of the Company at https://chini. com/investors/unpaid-dividend-iepf/

Board of Directors and its Composition

The Board of the Company is duly constituted with optimum combination of Executive and Non-Executive Directors, the details of which is elaborated in the Corporate Governance Report annexed to this Report.

Directors and Key Managerial Personnel (KMP)

i. Appointment / Resignation / Cessation of Director:

Mr. Chandra Kishore Mishra (DIN: 02553126) was appointed as an Additional Director (Non-Executive Independent Director) on the Board of the Company with effect from 17th May, 2024, and was regularized at the 48th Annual General Meeting of the Company (AGM) held on 31st July, 2024.

ii. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Ms. Avantika Saraogi (DIN: 03149784), Executive Director of the Company, who retires by rotation at the ensuing AGM and being eligible, has offered herself for reappointment and the Board recommends her reappointment on the same terms and conditions.

None of the Directors of the Company are disqualified as per the applicable provisions of the Act.

No other changes occurred at the Board level.

In compliance with Regulation 36(3) of the Listing Regulations read with para 1.2.5 of SS-2 issued by Institute Company Secretary of India, brief resume of the Director proposed to be re- appointed forms part of the notes and explanatory statement to the Notice of the ensuing AGM.

iii. Key Managerial Personnel:

During the year under review, pursuant to the provisions of Sections 2(51) and 203 of the Companies

Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company are:

1. Mr. Vivek Saraogi, Chairman and Managing Director

2. Mr. Praveen Gupta, Whole Time Director

3. Ms. Avantika Saraogi, Whole Time Director designated as Executive Director

4. Mr. Pramod Patwari, Chief Financial Officer and

5. Mr. Manoj Agarwal, Company Secretary

There were no changes in the Key Managerial Personnel of the Company. Details pertaining to the remuneration of KMPs paid during the year has been provided in the Annual Return.

Separate Meeting of Independent Directors

Details of the separate meeting of Independent Directors held in terms of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations is given in the Corporate Governance Report attached to this Report.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 (7) of the Act read with Rules made thereunder and in terms of Regulation 25(8) of Listing Regulations, the Independent Directors have submitted declarations confirming that:

i. they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedule and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended and that during the year, there has been no change in the circumstances affecting their status as Independent Directors of the Company;

ii. in terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence;

In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

The Independent Directors have confirmed compliance with the Company's Code of Conduct as formulated by the Company and also with the Code for Independent Directors prescribed in Schedule IV to the Act. As required under Rule 6 of the Companies (Appointment and

Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have valid registration with the Independent Director's database maintained by the Indian Institute of Corporate Affairs and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs, wherever required.

The Board of Directors confirm that the Independent Director appointed during the year also meet the criteria of integrity, expertise, experience and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Board Meetings

The Board met 7 (seven) times during the financial year under review, the details of which are given in the Corporate Governance Report attached to this Report.

Committees of the Board

Pursuant to various requirements under the Companies Act, 2013, Listing Regulations and voluntarily the Board of Directors has constituted/ reconstituted (whenever necessitated) various committees such as Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Environmental, Social and Governance Committee and Executive Committee. The details of composition, terms of reference, number of meetings held during the year under review and other related details, pertaining to these committees are mentioned in the Corporate Governance Report attached to this Report.

Audit Committee

The composition, role and functions of Audit Committee, is provided in the Corporate Governance Report which forms part of this integrated annual report.

All recommendations made by the Audit Committee during the year were accepted by the Board.

Policy on Selection and Remuneration of Directors

The Company has in place a Policy on Selection & Remuneration of Directors, KMP and Other Employees and on Board Diversity ("Remuneration and Board Diversity Policy") which provides for process w.r.t. selection, appointment and remuneration of directors, key managerial personnel and senior management employees including other matters as provided under Section 178(3) of the Companies Act, 2013.

Following are the salient features of the Remuneration and Board Diversity Policy:

* to provide criteria and terms and conditions with regard to identifying persons who are qualified to become directors (executive and non-executive including independent directors), key managerial personnel and persons who may be appointed in senior management positions.

* to recommend the remuneration of the directors, key managerial personnel and senior management personnel in alignment with the Company's business strategies, values, key priorities and goals.

* to provide rewards linked directly to the effort, performance, dedication and achievement of the Company's targets by the employees.

* to monitor and periodically review and recommend improvement in board diversity aspects and measure progress accordingly.

* undertake any other matters as the Board may decide from time to time.

The Remuneration and Board Diversity Policy is annexed as Annexure III to this report and can also be accessed at https://chini.com/sustainabilitv/aovernance/policies/.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out the evaluation of its own performance and that of its Committees as well as evaluation of performance of the individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached to this Report.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 ('Act') read with Rule 5(1) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules'), are given in Annexure I enclosed hereto and forms part of this report.

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules form part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein and which are to be laid before by the company in the general meeting, are being sent to all Members of your Company and to all the persons other than the members, who are so entitled, excluding the aforesaid information. The said information is available for inspection through electronic mode. Any

Member, who is interested in obtaining these particulars, may write at secretarial@bcml.in for the same.

Directors' Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 ('Act') in the preparation of the annual accounts for the year ended 31st March, 2025 and state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial Controls

The Company's internal control systems commensurate with the nature of its business, the size, and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. During the year, such controls were reviewed, and no reportable material weakness was observed.

Deposits

During the year under review, the Company has not accepted any deposit from the public and consequently, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Inter-Corporate Loans, Guarantees and Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements forming part of this Integrated Annual Report.

Related Party Transactions

During the Financial Year ended 31st March, 2025, all transactions with the Related Parties as defined under the Act read with Rules framed thereunder, were in the ordinary course of business and at arm's length basis. During the year under review, your Company did not enter into any Related Party Transaction which requires approval of the Members. There have been no materially significant related party transactions made by the Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of the Company at large.

Since all related party transactions entered into by your Company were in the ordinary course of business and at arm's length basis and not material, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to the Company. The Policy on Related Party Transactions as approved by the Board can be accessed on the Company's website at following web-link: https://chini.com/sustainabilitv/aovernance/policies/

The details of the related party transactions are set out in the notes to the financial statements.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), the Company has a Corporate Social Responsibility ("CSR") Committee. The details of composition and meetings held during the year of the Committee are mentioned in the Corporate Governance Report.

The CSR activities of the Company are majorly focused on sustainable livelihood, education, including skill development for women empowerment, healthcare, sanitation & safe drinking water; rural development and environment sustainability. The Company also participated in the PM Internship Scheme launched during the year. During the year, the excess amount spent during the previous FY 24 of H408.54 lakhs, has been set off against the mandatory CSR obligation of H1024.95 lakhs of FY 25, pursuant to which the current year CSR obligation amounted to H616.41 lakhs. During the year, the Company has spent H740.75 lakhs towards

CSR and accordingly the excess amount available for set-off till FY 2028 is H124.34 lakhs. The Corporate Social Responsibility Policy of the Company as approved by the Board can be accessed on the Company's website at following web-link: https://chini.com/sustainabilitv/aovernance/policies/ and also enclosed as Annexure IV.

Impact Assessment

In line with the Companies (Corporate Social Responsibility Policy) Amendment Rule 2021, the Company is obligated to assess the impact of its CSR projects. Accordingly, the Company has appointed an independent impact assessment agency viz. SoulAce Consulting Private Limited ("SoulAce) to assess out the impact of the societal activities carried out by the Company under its Corporate Social Responsibility interventions. As per the Impact Assessment Report issued by SoulAce for FY 2023-24 (mandatory part) and FY 2024-25 (voluntary part), the CSR interventions of the Company have created a very meaningful and needful impact in the community and the chosen thematic areas have shown growth, outcomes and impact across all the location. The CSR Committee and the Board of Directors of the Company took a note of the same at their respective meetings held on 15th May, 2025, respectively. The Impact Assessment Report is available on the Company's website at the following web- link: https://chini.com

The details of the CSR initiatives undertaken by the Company during the Financial Year 2024-25 are outlined in the initial section and the Annual Report on CSR activities which along with CSR Policy is attached as Annexure IV.

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

The particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure II attached hereto and forms part of this Report.

Risk Management Policy and Framework

The policy on risk assessment and mitigation procedures as laid down by the Board are periodically reviewed by the Risk Management Committee, Audit Committee and the Board. The policy facilitates identification of risks at appropriate time and ensures necessary steps to be taken to mitigate the risks. The Company is on track with respect to its risk mitigation measures. Brief details of risks and concerns are given in the Corporate Governance Report and Management Discussion and Analysis Report.

Vigil Mechanism / Whistle Blower Policy

In terms of the requirements under Section 177 (9) and (10) of the Companies Act, 2013 read with the relevant Rules, Regulation 22 of the SEBI Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has a Vigil Mechanism / Whistle Blower Policy to deal with unethical behaviour, victimisation, fraud and other grievances or concerns, if any. The Policy also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases as provided for in the Whistle Blower policy of the Company. The above-mentioned whistle blower policy is available on the Company's website at the following web-link: https://chini.com/sustainability/ governance/policies/

During the year under review, no complaint was received under the Vigil Mechanism / Whistle Blower Policy of the Company.

Significant and Material Orders

There are no significant/ material orders passed by the Regulators/ Courts / Tribunals which would impact the going concern status of the Company and its future operations. However, Member's attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

Auditors

Statutory Auditors and their Audit Report

M/s. Lodha & Co LLP (Firm's ICAI Registration No. - 301051E), were re- appointed as Statutory Auditors of the Company, for the second term, at the 46th AGM of the Company held on 27th August, 2022, to hold office for a further term of 5 (five) years, till the conclusion of the 51st AGM, in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 ('Act').

The reports given by the Auditors, M/s. Lodha & Co LLP on the standalone and consolidated financial statements of the Company for the financial year ended 31st March, 2025 forms part of this Integrated Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditor in its Report.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

Secretarial Auditors and their Audit Report

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. MKB & Associates, Practicing Company

Secretaries, (Firm Reg no. P2010WB042700, Peer Review Certificate No. 1663/2022) to undertake the secretarial audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year 2024-25 is attached as Annexure VI and forms part of this Report. The contents of the said Audit Report are self- explanatory and do not call for any further comments by the Board. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Secretarial Auditor did not report any instance of fraud committed in the Company by its officers or employees under Section 143(12) of the Act, the details of which need to be mentioned in the Board's report.

Pursuant to Regulation 24A of the Listing Regulations every listed entity, is required to appoint peer reviewed Secretarial Auditor for the term of 5 years (maximum 2 terms) in the AGM and on the recommendation of the Audit Committee, the Board recommends appointment of M/s MKB & Associates, Practicing Company Secretaries, Kolkata, (Firm Registration No. P2010WB042700) for first term of five consecutive years, i.e., to hold office from the conclusion of 49th AGM till the conclusion of 54th AGM of the Company.

Pursuant to the SEBI Master Circular no. SEBI/HO/ CFD/PoD2/CIR/P/0155 dated November 11, 2024 and as per the NSE and BSE circulars dated March 16, 2023, the Company is in the process of obtaining the Annual Secretarial Compliance Report from M/s. MKB & Associates, Practicing Company Secretaries and shall submit the same to the Stock Exchanges within the prescribed timelines.

Cost Auditors and their Audit Report

M/s. Mani & Co., Cost Accountants, (Firm Registration No: 000004) were appointed as the Cost Auditors to conduct the audit of the Company's cost records for the financial year ended 31st March, 2025.

The Cost Audit Report, for FY 2023-24, was filed with the Central Government within the statutory timelines and for FY 2024-25 will be filed within the prescribed timelines. The Company maintains the cost records as per the provisions of Section 148(1) of the Act.

In accordance with the provisions of Section 148(3) of the Act, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of H4.80 lakhs plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for Financial Year 2025-26 as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. The same shall be placed for ratification of the Members and shall form part of the notice of the AGM.

The Cost Auditors in its Report issued during the financial year, did not report any instance of fraud committed in the Company by its officers or employees under Section 143(12) of the Act, the details of which need to be mentioned in the Board's report. There was no disclaimer, qualification or adverse remarks given by the Auditor in the Report.

Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards, i.e., Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

One Time Settlement with the Banks or Financial Institutions

No one time settlement with Banks or Financial Institutions were entered during the year.

Proceeding under the Insolvency & Bankruptcy Code, 2016

No application / proceeding by / against the Company were made or is pending as on 31st March, 2025, under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended).

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft annual return of the Company for the Financial year ended 31st March, 2025 is uploaded on the website of the Company and can be accessed at https:// chini.com/investors/financials/ .

Prevention of Sexual Harassment

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy viz., Policy on Prevention of Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company is also in compliance with the provisions of the POSH Act, with respect to the constitution of Internal Complaints Committee. During the year under review, no complaint/case was filed or was pending for redressal.

Corporate Governance & Management Discussion and Analysis Report

In terms of the provisions of Regulation 34(2)(e) read with Schedule V of the Listing Regulations, the Corporate Governance Report and the Certificate on the compliance of conditions of Corporate Governance forms part of

the Integrated Annual Report and are given separately as Annexure V and the Management Discussion and Analysis Report is given in Page no. 128 of the Integrated Annual Report.

Business Responsibility & Sustainability Report

Your Company is committed to economic, social, environmental and cultural growth equitably and sustainably and creating a positive business environment. Over the years, BCML has worked to enrich lives across communities.

During the year, your Company had appointed an independent third party to compute, unit-wise GHG emissions (Scope 1, 2 & 3) for second year in a row and carried out Life Cycle Assessment (LCA) of its raw material i.e. sugarcane. A comprehensive de-carbonisation roadmap has also been drawn in furtherance of our ESG objectives, which is being further fine tuned in view of the current LCA done.

In terms of Regulation 34 of the Listing Regulations read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under "Business Responsibility and Sustainability Report" ('BRSR'). The BRSR seeks disclosure on the performance of the Company against nine principles of the "National Guidelines on Responsible Business Conduct" ('NGRBCs').

As per the SEBI Circulars, from financial year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalisation. Accordingly, for the financial year ended 31st March 2025, your Company has published its third BRSR.

BRSR is annexed as Annexure VII and forms part of the Integrated Annual Report.

Suspense Escrow Demat Account

In accordance with SEBI Master Circular No. SEBI/HO/ MIRSD/ POD-1/P/ CIR/2024/37 dated 7th May 2024, a separate Suspense Escrow Demat Account had been opened by the Company with a Depository Participant for crediting unclaimed shares in dematerialised form lying for more than 120 days from the date of issue of Letter of Confirmation(s) to the members in lieu of physical share certificates to enable them to make a request to DP for dematerialising their shares.

Annexures forming part of this Report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and forms part of this Report:

Appreciation

Your Directors take this opportunity to thank all the stakeholders including the Central Government and State Governments, members, farmers, customers, dealers, State Bank of India, HDFC Bank, ICICI Bank, Axis Bank, Kotak Mahindra Bank, IndusInd Bank, Punjab National Bank, other banks and financial institutions and all other business associates & vendors for their excellent support. Your Directors also wish to place on record their deep appreciation for the committed services by your Company's employees.