Balmer Lawrie & Company Ltd

To the Members,

The Directors have pleasure in presenting the 107^th Report of your Company for the Financial Year (FY) ended on 31^st March, 2024 together with the Audited Financial Statements, Auditor's Reports and the Comments of Comptroller & Auditor General of India on the Accounts of the Company and other Statements/ Reports attached thereto.

FINANCIAL SUMMARY & HIGHLIGHTS

(Rs. in Lakhs)

COMPANY'S AFFAIRS

• The Company recorded net turnover of Rs.2,40,416.53 Lakhs during FY 2023-24 as against Rs.2,38,309.16 Lakhs in FY 2022-23, which is an increase of 0.88% over last year.

• The Company recorded a Profit Before Tax of Rs.27,865.34 Lakhs in FY 2023-24 as against Rs.21,130.23 Lakhs in FY 2022-23. The increase is attributable to remarkable performance by all the manufacturing verticals as well as Travel vertical. The Reserve and Surplus of your Company increased to Rs.1,25,621.43 Lakhs as on 31^st March, 2024

as compared to Rs.1,18,524.12 Lakhs as on 31^st March, 2023.

TRANSFER TO RESERVES

During the year, no amount has been transferred to General Reserve.

SHARE CAPITAL

The paid-up Equity share capital of the Company as on 31^st March, 2024 stood at Rs.1,71,00,38,460 consisting of 17,10,03,846 Equity Shares of Rs.10/- each fully paid up. The Company has not issued any shares with differential voting rights nor has granted any stock option or sweat equity share.

DIVIDEND

A dividend of Rs.8.50/- (Rupees Eight and Paise Fifty only) per fully paid up Equity Share, on the entire paid up Equity Share Capital of the Company has been recommended by the Board of Directors for the FY 2023-24 for declaration by the Members at the ensuing 107^th Annual General Meeting (AGM) to be held on 26^th September, 2024. The dividend, if declared, will be paid within statutory time limit of 30 days from the date of such declaration either by way of demand draft or electronic mode to those Shareholders who would be holding shares of the Company as on the cut-off date i.e. 19^th September, 2024 (end of day). In respect of shares held electronically, dividend will be paid to the beneficial owners, as on the cut-off date i.e. 19^th September, 2024 (end of day) as per details to be furnished by their respective Depositories, i.e., either Central Depository Services (India) Ltd. or National Securities Depository Ltd. The dividend to be paid shall be subject to Tax Deducted at Source and other applicable provisions of the Income Tax Act, 1961.

The trend of dividend declared by the Company in the past and recommended for the FY 2023-24 is depicted below:

DIVIDEND DISTRIBUTION POLICY

Your Company formulated a Dividend Distribution Policy in the year 2016. The Dividend Distribution Policy has been uploaded on the Company's website at the link:

https://www.balmerlawrie.com/adminls/dl u/ DIVIDEND DISTRIBUTION POLICY.pdf

The dividend recommended by the Board is in line with the above policy.

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

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as per the provisions of Securities and Exchange Board of India (‘SEBI') (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations') and Guidelines on Corporate Governance for Central Public Sector Enterprises, 2010 issued by DPE is attached separately as ‘Annexure-1'.

CONSOLIDATED FINANCIAL STATEMENTS

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

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

REPORT ON SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFOMANCE OF THE COMPANY

The Company had adopted Policy for determining ‘Material subsidiaries'. During the FY 2018-19, the Company had revised the policy for determining material subsidiaries in terms of the amended Listing Regulations w.e.f. 1^st April, 2019. The policy may be accessed on the Company's website at the link: https://www.balmerlawrie.com/adminls/dl u/Policy on Determining Material Subsidiary-BL.pdf

As per the aforesaid policy, no Subsidiary of the Company appears to be a material subsidiary of your Company.

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

FINANCIAL STATEMENT OF SUBSIDIARY COMPANY

In line with the provisions of Section 136 of the Companies Act, 2013, your Company has placed audited accounts of its subsidiary on its website https://www.balmerlawrie.com/static/joint venture companies and subsidiaries. Members shall be provided the financial statement of the Subsidiary Company as per requisition made by them in writing.

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

Visakhapatnam Port Logistics Park Limited (VPLPL) - Subsidiary

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

The JVC operates a dynamic Multimodal Logistics Hub (MMLH) in Visakhapatnam, which serves as a cornerstone of its operations. This state-of-the-art facility includes:

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

- An open yard storage facility providing ample space for diverse cargo types.

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

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

- The facility is well-connected with a 1.30 KM. Rail Siding, allowing it to handle up to 4 rakes per day, thus, ensuring seamless transportation logistics.

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

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

The CFS business segment, which commenced operations on 2^nd March 2023 has emerged as a pivotal component of the JVC's portfolio. During the FY 2023-24, the CFS handled an impressive 7580 TEUs of export cargo and 6099 TEUs of import cargo, generating an additional revenue of Rs. 1,223 Lakhs, a substantial increase from Rs.12 Lakhs, earned in the previous FY 2022-23. This remarkable growth underscores the CFS segment's critical role in driving the MMLH's success.

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

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

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

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

Balmer Lawrie (UAE) LLC (BLUAE)

Balmer Lawrie (UAE) LLC, the Financial Year of operation is calender year and hence, this report is for the period of January, 2023 to December, 2023.

The region still continues to face severe Geopolitical challenges arising out of the still continuing Russia-Ukraine war and the Red Sea situation in addition to conflict in Israel and Palestine. This has resulted in delayed receipt of raw materials and other materials and increased transportation costs. Also our export sales have been affected due to shortage in availability of containers/availability of Liners'.

The overall performance and the financial results for the year 2023 is satisfactory as compared to year 2022, in view of the continued Geo-Political situation and wide fluctuations in raw material prices, challenging local market conditions, increasing competition in certain product segments and customers' expectations of lower selling prices of our products, as a result of which the margins were under constant pressure and has resulted in lower turnover for the year.

The company was able to manage the above mentioned challenges due to the core focus on People with Customer-centric approach and robust Supply Chain Management Systems of the Company. Cost Leadership Initiatives, Technology Upgradation and IT initiatives along with operational efficiency remained the core focus of the Company which has resulted in satisfactory performance inspite of the above mentioned Global business, economic and political challenges.

Elegant Industries LLC

Elegant Industries LLC is a 100% Subsidiary of BLUAE. The acquisition of the number two player in the Metal Packaging Industry in 2022 has been highly successful and BLUAE could integrate all the operations to a great extent in 2023. The performance of the Subsidiary has improved compared with earlier years under the erstwhile management. BLUAE could derive synergy and cost savings in operations in the subsidiary mainly in Supply Chain practices, Operational management, product profile and human resource rationalization. However, the geo political challenges faced by BLUAE are also applicable for Elegant Industries LLC.

Balmer Lawrie-Van Leer Ltd. (BLVL)

BLVL is a Joint Venture between Balmer Lawrie & Co. Ltd. and M/s. Greif International Holding B. V.

Global Challenges - during the year under review, although there is decent growth and momentum in the Indian Economy along with steady industrial growth, the company has experienced challenges of weakness in US and Eurozone economy. Other factors like geopolitical instability, volatile raw material prices, supply chain constraints, rising energy prices, regulatory constraints in usage of plastic, new entrants and competition among other factors have impacted the cost of production and profitability. The continued decline in global demand for steel exports has impacted the sales of steel drum closures division.

The company has focused on the development of innovative products and customised packaging solution thereby opening new opportunities in the high growth segments and retaining key customer base. The company has explored growth avenues in the domestic and foreign markets to expand the market presence, broaden customer base and pave way for profitable growth. The company restructured its Steel and Plastic business to access the prospects in the Food, Agro Chemicals, Lubricants and Auto Component sector.

The company earned a revenue of Rs.560 Crore and PBT of Rs.36.93 Crore in FY 2023-24. The Steel drum closures in Mumbai and Bengaluru have witnessed a drop in revenue along with the volume of rubber products as compared to the last year. The division's revenue suffered due to global economic slowdown and reduction of exports during the year. The disturbance in the red sea increased freight cost throughout the year. The Plastic Division at Turbhe, Dehradun & Chennai was able to keep the operational cost in control and increase its margins in the current year. The combined overall turnover of both Steel Drum Division and Plastic Drum division was comparably satisfactory during the year.

A food compliant facility is being commissioned at Pune and Dehradun. Both the facilties are operational and started contributing to the revenue in the financial year. The Dahej plant has commenced its production in all segmented products.

New Product Development - There are development prospects in the automobile and white goods sector. The company has developed new business of providing custom made components to cater the consumer durable white goods and auto industry. During the year, components were tested by customers and supplies were done. The industry is evolving and poised for further innovations in components and materials giving us new opportunities.

AVI-OIL India Private Ltd. (AVI-OIL)

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

Their motto is to provide the customers with high-quality products, first-class support and technical expertise. The company invests a lot of effort in R&D to deliver the most innovative solutions combining safety and environmental performance.

AVI-OIL's vision is to leverage the technical knowledge, innovation-oriented mindset and chemical manufacturing capability, to be a global solution provider for catering to the following markets:

• Civil aviation lubricants.

• Military lubricants complying with international specifications.

• Ground gas turbines lubricants.

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

• Synthetic lubricants for industrial and automotive applications.

• Environmentally considerate and biodegradable esters and lubricants- NYCOGREEN.

During the FY 2023-24, the company saw a de-growth in Sales by 7% due to lower offtake by a major customer, which is expected to be regained in the next year.

PT Balmer Lawrie Indonesia (PTBLI)

PT Balmer Lawrie Indonesia (PTBLI) is a 50:50 joint venture company between "PT Imani Wicaksana", Indonesia and "Balmer Lawrie & Co. Ltd.", India. The company was formed in 2010. The business of the Joint Venture is to manufacture and sale of greases and lubricants in Indonesia & adjoining region. Indonesia's Lubricant market is characterized by:

Market Size is projected to reach 1.10 billion liters in 2026 (CAGR 4.64%)

PTBLI has 3 business verticals:

• Industrial & Direct B2B

• Retail Channel Business

• Contract manufacturing business

While Industrial & Retail Business focuses on sales & promoting our own Balmerol Brand of Lubricants in this region, Contract Manufacturing is done on contract basis to manufacture for other Lube & Grease Marketing companies including

Pertamina, the largest national oil company of Indonesia.

The last FY 2023-24 witnessed major challenges by PTBLI having lost the Pertamina Contract Manufacturing Business which accounted for almost 70-80% of Total volume of PTBLI. This impacted significant decline in Top-line despite a growth in our Direct Sales of Balmerol Products by 20%.

Indonesia continues to be a hub for economic growth in SE Asia & currently witnessing stiff competition from major international players in Lubricants to make their presence in this market . The JV is focusing on direct customer acquisition to increase its volume in B2B segment.

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

During the FY 2023-24, there was no instance of cessation / change in Joint Venture/ Subsidiary/ Associate Companies.

MEMORANDUM OF UNDERSTANDING (MOU)

Every year your Company signs an MOU with the Government of India, Ministry of Petroleum and Natural Gas based on guidelines issued by the Department of Public Enterprises (DPE). The MOU targets include Revenue from Operations, EBIDTA % to Revenue, Return on Net Worth, Asset Turnover Ratio, Capital Expenditure, Receivable Management, Capacity Utilization and research and development initiative, etc. Periodic review on achievement of MOU was carried out throughout the year. MOU evaluation for the FY 2022-23 has been received. The grading of the Company for the FY 2022-23 was "Very Good''

HUMAN RESOURCE MANAGEMENT (HRM)

Balmer Lawrie believes that people are key to its success. We are committed to continuously invest in attracting, nurturing and retaining aspiring Professionals who can help us achieve our goals now and in the future. Recognizing the primacy of the people in the Organization, who are at the core of all the activities, the Company has given due attention and importance to various people policies and has aligned them to the businesses of the Company. With well-defined and easy to interpret Human Resource Policies, our endeavor is to create a congenial work environment where our employees have tools and the freedom to deliver their commitments and take great pride in their work. Our HR Rules & Policies are regularly reviewed to create an enabling environment that motivates our employees, supports their growth, and reward their contributions. These employee- centric policies and development initiatives inspire our workforce to achieve their personal development while helping the Company grow.

The focus of our organization in the FY 2023- 24 has been to consistently deliver value to all stakeholders, focus on enhancing employee engagement, upgrading leadership & managerial capabilities and managing employee performance at all levels of the workforce. The organization believes that its success depends on keeping its workforce happy, healthy and energized for achieving its objectives.

Talent Acquisition

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

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

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

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

The executives and non unionized supervisors undergo onboarding and induction as per the company's onboarding policy.

The Company has successfully inducted 68 (Sixty Eight) Executives and 12 (Twelve) Officers (Non-Unionized Supervisors) during the year to reinforce the Company's performance and bolster the Company's capabilities in all business areas.

Learning and Development

Balmer Lawrie aligns its learning and development initiatives with the strategic goals of enhancing organizational growth and productivity. Our commitment lies in continually investing in the professional skills and competencies of our workforce. To achieve this, comprehensive training programs are tailored to develop both functional expertise and leadership capabilities in line with the Company's evolving business requirements.

A Competency Development Program, rooted in Experiential Learning principles was initially launched for Entry level Executives and will soon be extended to middle and senior level Executives. This initiative aims to further augment participants' skills, knowledge and leadership acumen, equipping them for more complex roles and broader responsibilities within the organization.

Balmer Lawrie Mentorship Scheme (BLMS) named as Unmesa has been implemented for providing effective development opportunity which the organization can offer to its new employees. The scheme has laid down criteria to objectively cover all new joinees in Executive cadre who join the Company. The Company has also focused and invested in its resources on preparing a panel of mentors in each SBU/ Function in Company. Such panels are comprised of Executives in Grade E3 upto Grade E7. Under Unmesa, 77 Executives have been trained as Mentors to support new hires to integrate with the organization and guide them to achieve professional and personal growth.

The Company has also introduced a distinctive short-term leadership development program that emphasizes action learning through execution of forward-thinking projects crucial for business expansion and competitive advantage.

The training sessions for Supervisors cover a wide range of topics to enhance their capabilities and effectiveness. Firstly, safety training is provided to ensure supervisors are well versed in maintaining a secure work environment and promoting employee well-being. Communication skills are also emphasized, enabling supervisors to effectively convey information, provide feedback and foster strong relationships within their team.

In addition, supervisors receive training on GeM and Purchase Manual, ensuring they are up-to- date with the latest procurement procedures and can navigate the system efficiently. To uphold quality standards, supervisors are acquainted with ISO guidelines and practices. Supervisors are exposed to new age methodologies to encourage innovative problem solving approach. Functional and behavioral trainings are conducted for Supervisors to help them develop a well-rounded skill set and hence, ensuring the organization's overall success.

The unionized staff members have been consistently provided with regular Safety training sessions to ensure their well-being and create a secure work environment. Recognizing the importance of their overall health and happiness, additional training programs have been conducted to equip them with the necessary tools to address behavioral, social and mental health issues. These specialized trainings aim to empower the staff with the knowledge and skills to tackle various issues that may arise, fostering a supportive and inclusive workplace environment that values their holistic well-being.

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

Throughout the year, a total of 2500+ training days were delivered comprising both in-house and external programs across all employee categories, reflecting our steadfast commitment to continuous learning and development.

Urja - Balmer Lawrie's Wellness Initiative

At Balmer Lawrie, we remained committed to fostering a workplace environment that promoted comprehensive well-being and supported the physical, mental and emotional health of our employees.

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

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

Managing Performance

E-Performance Management System serves as a comprehensive Performance Management and Developmental tool for Regular Employees. The PMS framework is anchored on the objective assessment of goal achievement, development of competencies and demonstrated commitment to organizational leadership values. Balmer Lawrie has also implemented e-PMS for its Fixed Term Contract Personnel.

The Company has defined performance evaluation, management and development process and framework for all personnel serving the organization irrespective of grade level & cadre. Our Company has maintained 100% online submission of ACR/APAR in respect of all Non-unionised positions along with compliance of prescribed timelines w.r.t writing of ACR/APAR during FY 2023-24.

Performance related Incentives

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

Employee Engagement and Welfare

An effective work culture has been established in the organization which encourages participation and involvement of employees in activities beyond work. Towards furthering this, during the year the 158^th Foundation Day was celebrated in all units and establishments across the country. The employees participated in large numbers and made the event a memorable occasion. Besides, local festivals, etc. are celebrated at the various regions of the Company.

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

During the year, in the Executive & Officers [NUS] cadre, 20 (Twenty) employees in the SC category, 29 (Twenty-nine) employees in the OBC category, 1 (One) employee in the EWS category and 10 (Ten) women employees were recruited.

The actual number of employees belonging to the following categories, Group-wise, as on 31^st March, 2024 is given below:

(*) On and from 8^th September, 1993 onwards

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

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

Employee Relations

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

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

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

Implementation of Official Language

To ensure implementation of Official Language policy of the Government of India, our Company has taken several steps to promote usage of Hindi in official work. Various activities like 33 workshops were organized during the year in which 398 employees were trained on usage of Hindi in Official work. Hindi Pakhwada was celebrated at all locations of the Company during the month of September, 2023.

We have also trained 19 employees in Hindi Prabodh, Praveen and Pragya courses. Issue of Balmer Lawrie Organizational Gazette (BLOG) for October, 2023 was released completely in Hindi. Similarly, Balmer Lawrie Online Monthly (BLOOM) Bulletin also released bilingually. Implementation of the Official Language Policy is top driven in our Company and Hindi is used in all our activities of CSR, Company's Foundation Day, Town hall meetings, World Environment Day, Safety Week, Vigilance Awareness Week, International Women's Day, Quami Ekta Week. To promote Hindi in Official work, file covers are now being printed with bilingual designations/ Daily routine notings.

Empowerment of Women

In an endeavour to promote diversity and inclusion, adequate representation of women personnel across business verticals and regions has always been ensured. Efforts have been made at all times to create an atmosphere conducive and safe for women employees to join and build a career in this organization. The strength of women employees was 11.24% as on 31^st March, 2024.

We have representation of women in our manufacturing businesses like Chemicals, Industrial Packaging, Greases and Lubricants, despite the fact that a large chunk of our workforce constitutes of shop floor workers.

The Company is committed in supporting women's advancement in leadership roles promoting a more inclusive and equitable workplace culture. By investing in women leadership development programs, Balmer Lawrie encourages women to take up leadership positions. We have had generations of women leaders as full time/Independent/Government Nominee Directors, leading Businesses like Travel and Functions like Secretarial division. At present, we have women holding key positions in businesses and functions who are continually nurturing and developing the organization and making Balmer Lawrie an organization of excellence.

The Company has organized various developmental initiatives during International Women's Day Celebration for Women Personnel across Regions. Various initiatives such as motivational interaction with Senior woman leader from Oil & Gas Industry, health awareness session on cervical cancer and participation in engagement activities like pottery painting were taken on International Women's Day. Second issue of the special publication ‘Shakti' on the occasion of International Women's Day was published as an endeavour to celebrate the women workforce of Balmer Lawrie & Co. Ltd.

Balmer Lawrie is committed to empowering women, both within our organization and in the communities where we operate. Through various CSR initiatives, we actively support the advancement of women, ensuring they have the opportunities and resources needed to thrive and succeed. The livelihood project in Padghe Village, Navi Mumbai involves providing end-to- end training and handholding for skills / livelihood like dairy farming, poultry farming, tailoring, setting up of flour mill/bakery. etc. Balmer Lawrie had sponsored a tailoring program for 400 underprivileged women. As a part of the project, Balmer Lawrie sponsored training and capacity building of 5 Self Help Groups (SHGs) and tribal group of women for sustainable livelihood at Padghe Village in Taloja. Around 75 under privileged women will benefit from this program which aims to develop a bag making unit.

A women's cricket tournament was organised for the first time as a part of the 158^th Foundation Day celebrations. The four women cricket teams had players from across various SBUs/ Functions who showcased great spirit of competition with immense fervour and grace. The cricket tournament was not just about the matches played or the scores tallied, it was about the sense of camaraderie, the teamwork and the empowerment felt by every player.

Welfare of the Weaker Sections

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

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

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

The Company doesnot practice any discrimination, in matters relating to recruitment, compensation, promotion, training on the basis of religion, caste, region, political affiliation or sex, excepting positive discrimination in hiring of employees to give effect to constitutional guarantees for socially backward/underprivileged groups like SC/ST/ OBC/Minorities/EWS/ Persons with benchmark disabilities.

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

Community Development and Social Welfare

Balmer Lawrie showcases its dedication to Corporate Social Responsibility through its BLISS (Balmer Lawrie Initiative for Social Sustenance) and SAMBAL (Samaj Mein Balmer Lawrie) programs. These initiatives focus on addressing pressing social issues and promoting community development and welfare, actively contributing to social well-being and equitable development. Effective community development relies on the collaboration and partnership of diverse stakeholders, including community members, non-profit organizations, government agencies, and businesses. Balmer Lawrie envisions that by working together, these groups can combine their resources and expertise to create more impactful programs and initiatives.

1. Education:

• School Infrastructure: Upgrading infrastructure in schools, including the construction of classrooms.

2. Healthcare:

• Medical Camps: Organizing free medical camps in rural and underserved areas to provide healthcare services to those who lack access to medical facilities.

• Health Awareness Programs: Conducting awareness programs on various health issues, including sanitation, hygiene and preventive healthcare. Annual Swachh Bharat Abhiyan Programme

3. Environment:

• Afforestation Projects: Engaging in tree plantation drives to combat deforestation and promote environmental sustainability.

• Waste Management: Implementing waste management practices in communities to promote recycling, discard use of plastic and proper disposal of waste.

4. Community Development:

• Skill Development: Running skill development programs aimed at improving employability and entrepreneurship among the youth and women in rural areas by way of contributing to the SDIs set up by the OIL companies.

5. Sanitation and Cleanliness:

• Swachh Bharat Abhiyan: Participating in the national campaign for cleanliness by organizing cleanliness drives and promoting recycle, reuse and reduce.

6. Disaster Relief:

• Emergency Assistance: Providing relief and rehabilitation support during natural disasters, including distributing essential supplies and rebuilding infrastructure.

Balmer Lawrie's CSR initiatives reflect their commitment to contributing to societal well-being and sustainable development. These efforts are aligned with the broader goals of national development and community empowerment.

Sports Promotion

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

Centralised Public Grievance Redressal And Monitoring System (CPGRAMS)

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

We also encourage the use of the CPGRAMS, a web-enabled system provided by the Department of Administrative Reforms & Public Grievances (DARPG). You can access CPGRAMS via a link on our corporate website.

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

Web link for accesing various policies of the Company

As a part of effective Corporate Governance, various codes such as ‘The Code of Conduct for Board Members and Senior Management', ‘Conduct Discipline & Review Rules for Executives and Officers' and policies such as ‘HSE Progressive Disciplinary Policy', ‘Related Party Transactions Policy' etc. are uploaded on the Company's website. The same can be accessed on the following link -

https://www.balmerlawrie.com/static/codes & policies

Internal Committee (IC)

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

a) Number of complaints filed during the FY- Nil

b) Number of complaints disposed of during the FY - Nil

c) Number of complaints pending as on end of the FY - Nil

Vision

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

Mission

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

Objectives

• Improve the health and nutrition status of communities, particularly vulnerable groups such as women, children and elderly by improving health infrastructure and facilitating service provision.

• Focus on quality of education and encourage children from marginalized sections and girls to complete school education and opt for higher education.

• To focus on livelihoods and skill development in order to provide opportunities to women and youth and make them self-reliant.

• Initiate holistic development programs for differently abled children and orphans with a view to provide them opportunities to lead a meaningful life.

• To support the national efforts in rehabilitation and relief post unfortunate natural disasters.

Guiding Principles

We at Balmer Lawrie are committed to continuously improve our efforts towards our social responsibility, focus on marginalized sections and encourage our employees to contribute to CSR activities. Towards this commitment, the Company shall be guided by the following guiding principles:

• Affirmative action to provide opportunities to marginalized communities.

• Efforts towards gender inclusiveness.

• Encourage community participation and ownership in order to ensure sustainability of CSR activities.

• Encourage voluntary participation of employees.

• Enhancing visibility of our CSR so that others can benefit from our learnings.

• CSR activities would be based on partnerships.

• Wherever possible, we will align our activities with the business objectives.

• Capacity building for the weaker sections of the society.

Corporate Social Responsibility

Balmer Lawrie, as an organization, is deeply committed to conducting its business in a socially responsible manner and being responsive to the needs of society as a whole. Over the past few decades, the Company had consistently undertaken various CSR initiatives, driving sustainable development and growth for its stakeholders. Balmer Lawrie has independently spearheaded numerous projects across its units and establishments throughout the country, in addition to supporting government-initiated programs such as the Clean India Mission, Swachh Bharat Mission and Skill Development Institutes. CSR has now become an integral part of a company's functioning. Balmer Lawrie's CSR initiatives are primarily driven by two flagship programs: the Balmer Lawrie Initiative for Self- Sustenance (BLISS) and Samaj Mein Balmer Lawrie (SAMBAL). While the former program focuses on providing and improving long-term economic sustenance for the underprivileged, the latter aims to enhance living standards and quality of life for the population in and around the Company's operational areas. To further its commitment to a sustainable society, Balmer Lawrie has implemented various innovative CSR programs. The Company has successfully delivered on its CSR commitments and continues to make progress for the betterment of communities. Recognizing the importance of national flagship programs launched by the government, Balmer Lawrie seeks partnerships with organizations that can identify community

needs and effectively execute the Company's CSR objectives. By engaging with impactful specialized organizations and adhering to guidelines such as the DPE guidelines, the Companies Act, 2013 read with Schedule VII thereto, Balmer Lawrie takes pride in advancing initiatives falling under the purview of CSR.

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

*Shri Adika Ratna Sekhar ceased to be Chairman & Managing Director of the Company w.e.f. 1^st July, 2024 and consequent to the same, he also ceased to be the Chairperson of the CSR Committee from the said date.

# Shri Abhijit Ghosh, Director (Human Resource & Corporate Affairs) was appointed as the Chairperson of the CSR Committee w.e.f. 1^st July, 2024.

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

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

a. CSR Policy- https://www.balmerlawrie.com/adminls/dl u/CORPORATE-SOCIAL-RESPONSIBILITY- AND-SUSTAINABILITY-POLICY-2021.pdf

b. CSR Projects approved by the Board- https://www.balmerlawrie.com/adminls/dl u/csr expenses of last 5 years.xlsx

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

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

Rs.17071.12 Lakhs

(b) Two percent of average net profit of the Company as per sub-section (5) of section 135. Rs.341.42 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.

Rs.200.00 Lakhs

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

Rs.141.42 Lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project). Rs.436.47 Lakhs

(b) Amount spent in Administrative overheads - Rs.5.17 Lakhs

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

*Impact Assessment is not applicable to the Company in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. However, to understand impact of our community-based CSR projects, an impact assessment was conducted in the FY 2021-22.

(d) Total amount spent for the Financial Year [(a)+(b)+(c)] - Rs.441.64 Lakhs

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

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

* The Board of Directors at its Meeting held on 26^th September, 2023 had decided not to set-off Rs.100.22 Lakhs.

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

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

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

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

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to provision of Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) for the FY 2023-24 providing disclosures in environmental, social and governance perspectives is enclosed as ‘Annexure-2' of the Board's Report.

Employee Health and Safety

Safety of our employees and people in our value chain is a core business value and is non-negotiable. This commitment extends to safeguarding the health and safety of not only our employees but also contractors, visitors, customers and any other individuals impacted by our activities.

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

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

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

Our Senior Management along with key facility workers are responsible for implementing necessary safety policies, procedures and measures from the corporate governance standpoint.

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

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

Major initiatives/activities undertaken in this domain in FY 2023-24 are as follows:

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

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

• 53^rd National Safety Week was observed from 4^th to 10^th March, 2024 in all units/ establishments across the country. The week commenced on 4^th March, 2024 was observed as National Safety Day, with the administering of the safety pledge and reading out of message of Chairman & Managing Director. In line with the theme, various programs were organised over the week. The programs included extempore, quiz, mock drills, safety slogan and essay writing competitions.

ENVIRONMENTAL PROTECTION AND SUSTAINABILITY

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

Your Company has taken various initiatives to promote sustainability across our operations, from investing in solar energy to optimising manufacturing processes, optimising water usage and managing waste responsibility. We are committed towards the protection and conservation of the environment making an appreciable difference in reducing our environmental footprint.

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

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

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

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

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

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

COMMUNICATIONS & BRANDING INITIATIVES

The significant internal communication and branding initiatives driven during the FY 2023- 24 to create employee bonding and enhance the process of information sharing in Balmer Lawrie (BL), are as follows:

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

• Regular publication of the Weekly Media Update (a news report for employees covering news on BL, news related to GOI and PSEs, and news from the verticals that we do business in); BL Online Monthly Bulletin (monthly newsletter), BL Organizational Gazette (the quarterly house magazine). These publications are available on the

Company's intranet and website.

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

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

• Development of Corporate Film and SBU versions in progress.

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

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

• Press Meet during Annual General Meeting;

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

• Regular updates related to company events, initiatives of Hon'ble PM and Ministry of Petroleum and Natural Gas are posted on the BL's Facebook, LinkedIn and X (Twitter) pages;

• Branding of Swachh Bharat Abhiyan and other similar initiatives;

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

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

INFORMATION TECHNOLOGY

The Company is committed to leverage information technology solutions that transform businesses as operationally efficient, enhance the business value and simplify business processes. The Company has already implemented an SAP system for manufacturing SBUs, Accounts & Finance solution for all its businesses and corporate functions like HR.

Technology is always considered as an enabler of businesses and the Company has always put the best efforts consistently and implemented apt and latest technology solutions to meet the business needs. The Company is vigilant of the cyber threats that the technological solutions are exposed to. The Company has been putting constant efforts to assess the cyber risks of the IT landscape and has been implementing various solutions to mitigate the risks there by improving its cyber posture year on year. The Company has been conducting Cyber safety assessments periodically on all IT and OT applications to remain cyber safe. The Company established Cyber Security Policies. The Company is actively working to purchase appropriate Cyber Insurance Policy for its businesses. The Company has been conducting Cyber awareness campaigns for all its employees.

The Company has implemented various initiatives like latest IT solution for Logistic Infrastructure, Digital signature solution for all Business Units, Disaster Recovery solution for IP, G&L and Chemicals SBUs. The Company is also using the Data Analytics solutions to help Business Leaders get the right information for right decision making.

BL has made technological advancements in Travel and Vacations through implementation of new B2C website for its Vacations Business, WhatsApp integration, E-mail scheduling tools, Industry GST module and integration of Airline partners with the existing Travel system.

The Company has been compliant with the statutory requirements. It is constantly monitoring its IT applications and scaling them up to fulfil the increasing business needs.

PROGRESS ON PRINCIPLES UNDER ‘GLOBAL COMPACT'

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

DISCLOSURE ON IMPLEMENTATION OF RIGHT TO INFORMATION ACT, 2005

The Right to Information (RTI) Act, 2005 was enacted by Government of India with effect from 12^th October, 2005 to promote openness, transparency and accountability in functioning of Government Department, PSUs, etc. Balmer Lawrie has designated Chief Manager (Legal) as Central Public Information Officer and Company Secretary as First Appellate Authority under the

RTI Act, 2005. Detailed information as per the requirement of RTI Act, 2005 has been hosted on the Company's Web Portal https://www. balmerlawrie.com/static/rti and the same is updated from time to time.

Information sought under RTI Act, 2005 is being provided within the prescribed time-frame and details of the same for the FY 2023-24 are shown in the table below: -

(i) The steps taken or impact on conservation of energy:

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

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

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

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

Balmer Lawrie installed 1046 kWp Solar Power units till date to reduce carbon footprint.

(iii) The capital investment on energy conservation equipment:

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

(i) The efforts made towards technology absorption:

Technology absorption and innovation are at the core of the sustainable growth of our organization. Your Company has over the years adopted technologies which led to automation of processes, increase in speed and efficiency of systems & processes, reduced usage and wastage of energy, faster analysis and decision making, etc. thereby enabling the Company to service its customers better.

Apart from regular process & manufacturing related technology interventions, the Research & Development centers of our Company are constantly monitoring the changing trends in technology and needs of customers and are developing cost effective products which can meet the growth aspirations of the Company.

SBU: G&L's R&D efforts are directed towards the development of Import Substitutes like replacement of Lithium Hydroxide in majority of grease applications, development of biodegradable greases, development of indigenous specialty greases for Steel & Sponge Iron Sector, High-Performance Greases and Lubricants for Electric Locos of Indian Railways, High-Performance Fire Resistant Oils and greases catering to Steel Industries & Mines, Superior performance grades of Rust Preventive Oils and High Performance Greases & Oils for Electric Vehicles.

SBU: Chemicals has entered into manufacturing of textile and agro chemicals. Chemicals has developed technologies to make acrylic binders, wax emulsions, protein binders and specialty waxes.

PNG installation has been done at Industrial Packaging (IP) - Asaoti & IP - Taloja and LPG installation has been done at IP - Silvassa & IP - Manali.

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

The Company is constantly exploring both incremental and fundamental innovations in all its business activities by exploiting both in-house and outside knowledge aimed at increasing throughput, minimizing conversion cost and developing new pipeline of sustainable products which can help strengthen its position in the marketplace.

The expertise gained through assimilation of such knowledge is helping the businesses to develop high-performance cost-effective products matching the best in the industry.

Balmer Lawrie is continuously innovating and upgrading its technology and processes to use more environment friendly raw materials and also reduce hazardous waste generation. The Company stores and disposes hazardous wastes from its plants as per statutory guidelines and regularly report it to local Pollution Control Boards.

• In series reaction, process has been adopted at our Chemicals, Manali unit to minimize off gas effectively, by which we have reduced the salt/hazardous waste from ZLD.

SBU-Industrial Packaging, through its Operational Excellence initiatives has been able to reduce cost and increase the efficiency and quality. We have taken some initiatives like:

Dual Fuel kit has been installed with the Generator (i.e PNG & Diesel), Conversion from 648mm Lids to 642mm Lids, Installation of IE3 Energy efficient motors, Conversion of HSD to LPG/PNG, by which Balmer Lawrie has reduced the diesel consumption and carbon emission.

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

a. The details of technology imported: NA

b. The year of import: NA

c. Whether the technology been fully absorbed: NA

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

(iv) The expenditure incurred on Research and Development

(Rs. in Lakhs)

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in Lakhs)

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

(Rs. in Lakhs)

ANNUAL RETURN

In terms of Section 92 of the Companies Act, 2013 read with Rules made thereunder, the Company has already placed a copy of the Annual Return (MGT-7) for the FY 2022-23 on the website of the Company at the link https:// www.balmerlawrie.com/adminls/dlu/Annual Return 2022 23.pdf. For the FY 2023-24, the same shall be uploaded on the website of the Company after its filing with the Ministry of Corporate Affairs.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)

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

(a) In the preparation of the annual accounts for the FY ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the FY as on 31^st March, 2024 and of the Profit and Loss of your Company for that period.

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(d) The Directors had prepared the annual accounts for the FY ended 31^st March, 2024 on a going concern basis.

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

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

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the Listing Regulations. However, your Company being a Government Company under the administrative control of the MOPNG, the power to appoint Directors (including Independent Directors) vests with the Administrative Ministry. The Independent Directors are selected by the Government of India from a mix of eminent personalities having requisite expertise and experience in diverse fields. In view thereof, the Board of Directors are not in a position to identify list of core skills/expertise/competencies required by a Director in the context of the Company's business as required under the Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS (RPT)

Majority of the Related Party Transactions of the Company were made with its Holding Company, Subsidiary Company, Associate Companies and Joint Venture Companies. It may be pertinent to mention that as per Regulation 23(5) of the Listing Regulations, sub regulations (2), (3) and (4) of Regulation 23 of the Listing Regulations shall not apply to transactions entered into between two government companies. Further, Omnibus approval was taken from the Audit Committee for entering into Related Party Transactions for value up to Rupees One Crore whereas, in other cases approval of Audit Committee was taken. Further, there were no materially significant RPT during the 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 Listing Regulations and the Related Party Transactions Policy adopted by the Company. The said policy may be accessed on the Company's website at the link:

https://www.balmerlawrie.com/adminls/dl u/ Related-Partv-Transactions-Policv-01-04-2022. pdf

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

The details of the Related Party Transactions entered into by your Company during the FY 2023-24 has been enumerated in Note no. 42.19 of Standalone Financial Statements.

JUSTIFICATION FOR ENTERING INTO RELATED PARTY TRANSACTIONS

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

Form for disclosure of particulars of contracts/ arrangements entered into by the Company with Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at arm's length basis

NIL

2 Details of material contracts or arrangements or transactions at arm's length basis

NIL as per the Company's policy on material Related Party Transaction

ENTERPRISE RISK MANAGEMENT POLICY

The Company has an approved ‘Enterprise Risk Management Policy' (ERM Policy) to protect and add value to the organization. These Risks are classified into High, Medium and Low depending upon the probability of their occurrence and potential impact. This process ensures that the Company is adequately positioned to understand and develop mitigation measures as a response to risks that could potentially impact the execution of our strategy and ability to create value. During FY 2023-24, the Risk management process for the first quarter, half year and third quarter was reviewed by the Chief Risk Officer with the Business Risk Owners and were reported to the Risk Management Committee and Board. The said policy is posted on the Company's website at: https://www.balmerlawrie.com/adminls/dl u/ Enterprise-Risk-Management-Policy.pdf

DEPOSITS

Your Company has not accepted any deposit from the public during the FY 2023-24 and therefore, no disclosure is required in relation to details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate financial controls for ensuring the efficient conduct of its business in adherence with laid down policies, the safeguard of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information which is commensurate with the operations of the Company. Effectiveness of Internal Financial Controls is ensured through management review, control and self-testing and independent testing by the external consultant. During the

FY 2023-24, the Internal Financial Controls were reviewed by an external consultant, M/s. Bandyopadhyaya Bhaumik & Co., Cost Accountants which reported as follows:

(a) The Internal Control over financial reporting in the Company is generally adequate for the process/controls covered, with areas of observations/improvements as listed in the report.

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

A. Balmer Lawrie is firmly committed to the principles of transparency, equity and fair play, which are essential for any ethical business organization. Vigilance within our Company ensures the adherence to these cardinal principles, serving not as a hindrance but as a cornerstone for successful business conduct.

We have a dedicated Vigilance Unit, comprising four Regional Vigilance Offices (Delhi, Kolkata, Mumbai & Chennai) and one Corporate Office located in Kolkata. This unit is headed by the Chief Vigilance Officer (CVO), who is nominated by the Government of India on a deputation basis and holds the rank of Joint Secretary or above. Currently, the CVO of Indian Oil Corporation Limited (iOcL) has taken on the additional responsibility of overseeing vigilance activities at Balmer Lawrie.

The Vigilance Department acts as a crucial link between Balmer Lawrie, the Central Vigilance Commission (CVC), and the Central Bureau of Investigation (CBI). It provides the Company with guidance on all matters related to vigilance. The department adopts a comprehensive approach by implementing preventive, punitive and participative measures to ensure that the highest standards of ethical conduct and integrity are maintained within the organization.

The proactive vigilance measures are concentrated on establishing robust systems, procedures and practices aimed at preventing the seepage and loss of resources. These measures ensure that our operations are conducted ethically and efficiently, minimizing the risk of resource wastage and misconduct.

In its punitive capacity, the Vigilance Department maintains strict surveillance on wrongdoers, ensuring that any unethical behaviour is promptly detected and appropriately punished. This dual approach of proactive and punitive vigilance fosters a culture of integrity and accountability within the organization.

A.1. Training and Awareness

During the year, 62 Vigilance Awareness Programs were conducted, attended by 620 employees. These programs are crucial in educating our workforce about the importance of vigilance and the ethical standards expected within the Company.

A.2.Technological Interventions and Continuous Improvement

The Online Complaint Portal launched on 2^nd November, 2022, continues to function smoothly, facilitating the easy reporting of unethical practices. The Company remains dedicated to ensure fair and transparent transactions through technological interventions and system process studies, conducted in consultation with the Central Vigilance Commission and our internal vigilance setup.

B. Disciplinary Actions and Case Management

Disciplinary actions were taken under Balmer Lawrie's Conduct, Discipline, and Review Rules (CDRR) for identified irregularities and lapses. Notably, 22 vigilance cases were resolved during the year, with 5 cases pending at the year-end. During this year, we received 3 pseudonymous and 2 anonymous in nature complaints.

Balmer Lawrie's vigilance efforts reflect our unwavering commitment to ethical business practices and resource integrity, reinforcing the foundation of our successful enterprise.

Integrity Pact: -

Independent External Monitors (lEMs) have been appointed to implement Integrity Pact (IP) beyond the tender threshold value of Rs.30 Lakhs. During the year, the Company had conducted four meetings.

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

The details of such IEMs are as follows:

1. Shri Sunil Kumar Gupta, E-Mail ID: sunilgupta0603@gmail.com

2. Shri Arvind Gupta, E-Mail ID: arvindgupta1961@gmail.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

• Managerial

• Executive

• Supervisory

• Unionized Employees

• Any other employees (such as Out Sourced, Contractual, Temporaries, Trainees, Retainers, etc. as long as they are engaged in any job/activity connected with the Company's operation).

So as to enable them to report management instances of unethical behaviour, actual or suspected fraud or violation of your Company's code of conduct. The details of the vigil mechanism /whistle blower policy are given in the Corporate Governance Report for FY 2023-24 and can be downloaded from the following hyperlink of the Company's website:

https://www.balmerlawrie.com/adminls/dl u/ Whistle Blower Policy.pdf

REPORT ON CORPORATE GOVERNANCE

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

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

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

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

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

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

BOARD EVALUATION AND CRITERIA FOR EVALUATION

Your Company being a Government Company vide Notification No. GSR 463(E) dated 5^th June, 2015 as amended by Notification No. GSR 582(E) dated 13^th June, 2017, Notification No. GSR 802(E) dated 23^rd February, 2018 and GSR 151(E) dated 2^nd March, 2020 has been exempted from applicability of Sections 134(3) (p) and 178(2),(3) and (4) of the Companies Act, 2013.

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

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

DETAILS OF APPOINTMENT/CESSATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Board of the Company consisted of Eight (8) Directors out of which Five (5) were Functional/Executive/Whole-time Directors, Two (2) were Independent Directors and One (1) was Non-executive Government Nominee Director.

It may be noted that pursuant to Article 7A of the Articles of Association of the Company, so long as the Company remains a Government Company, the Directors (including Independent Directors) are nominated by the Government of India.

The following appointments and cessations of Directors took place in the composition of Board of Directors during the FY 2023-24 and up to the date of the Report as under:

APPOINTMENTS

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

• Shri Rajinder Kumar (DIN: 09651096) was appointed as Government Nominee Director of the Company w.e.f. 16^th May, 2023.

• Shri Mrityunjay Jha (DIN: 08483795) was appointed as Government Nominee Director of the Company w.e.f. 18^th October, 2023.

• At the 106^th AGM of the Company held on 27^th September, 2023, the following Directors were appointed/re-appointed:

a) Shri Saurav Dutta (DIN: 10042140) was appointed as a Wholetime Director to the post of Director (Finance) of the Company for a period of five years with effect from the date of his assumption of charge of the post i.e., 2^nd February, 2023 or till the date of his superannuation or until further orders from the Administrative Ministry, whichever is the earliest.

b) Shri Abhijit Ghosh (DIN: 10042785) was appointed as a Wholetime Director to the post of Director (Human Resource & Corporate Affairs) of the Company with effect from the date of his assumption of charge of the post i.e., 4^th February, 2023, till the date of his superannuation i.e. 30^th November, 2027 or until further orders from the Administrative Ministry, whichever is the earlier.

c) Shri Rajinder Kumar, (DIN: 09651096) as a Government Nominee Director of the Company with effect from 16^th May, 2023 for a period of three years on co-terminus basis or until further orders from the the Administrative Ministry, whichever is the earlier.

d) Shri Adika Ratna Sekhar, (DIN: 08053637) Chairman & Managing Director, who retired by rotation, was re-appointed.

• Shri Mrityunjay Jha, (DIN: 08483795) was appointed as a Non- Executive, Additional Director in the designation of Government Nominee Director of the Company with effect from 18^th October, 2023, in line with recommendation of Nomination and Remuneration Committee. It is proposed to appoint Shri Mrityunjay Jha, (DIN: 08483795) as Government Nominee Director of the Company at the 107^th AGM, in furtherance of the nomination received from the Administrative Ministry and his candidature being proposed by a shareholder of the Company.

The resolutions with respect to re-appointment and appointment forms part of the Notice of the 107^th AGM and the details thereof are also given in the explanatory statement attached to the notice of the 107^th AGM.

CESSATIONS - ON ACCOUNT OF WITHDRAWAL OF NOMINATION OR RETIREMENT

• Smt. Perin Devi Rao (DIN: 07145051), Government Nominee Director ceased to be a Government Nominee Director of the Company w.e.f. 16^th May, 2023.

• Shri Kushagra Mittal (DIN: 09026246) ceased to be a Government Nominee Director of the Company w.e.f. 16^th May, 2023.

• Shri Rajinder Kumar, (DIN: 09651096) ceased to be a Government Nominee Director of the Company w.e.f. 18^th October, 2023.

The following changes took place after the end of the FY 2023-24 but upto the date of this Report:

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

• The Board of Directors of the Company based on the recommendation of Nomination & Remuneration Committee and in line with MoP&NG's letter bearing no. CA- 31014/2/2024-CA- PN G (49337) dated 28^th June, 2024, entrusted Shri Adhip Nath Palchaudhuri with the additional charge of the post of Chairman & Managing Director of the Company for a period of three months, w.e.f 1^st July 2024, or till the appointment of regular incumbent to the post or until further orders whichever is the earliest.

• Further, Board of Directors of the

Company based on the recommendation of Nomination & Remuneration Committee and in line with MoP&NG's letter bearing no. CA-31024/1 /2022- PN G (43584) dated 19^th July, 2024 appointed Shri Adhip Nath Palchaudhuri as Chairman & Managing Director with effect from date of his assumption of charge of the post i.e., 20^th July, 2024 till the date of his superannuation i.e., 31^st March, 2029, or until further orders of MoP&NG, whichever is earlier. Consequent to the same, the functional role of Shri Adhip Nath Palchaudhuri as Director (Service Businesses) and the additional charge as Chairman & Managing Director ceased with effect from 20^th July, 2024.

• Further, based on the recommendation of Nomination & Remuneration Committee and approval of the Board of Directors and in line with MoP&NG's letter bearing no. CA- 31024/4/2024-CA-PNG:49875 dated 30^th July, 2024, Shri Adhip Nath Palchaudhuri was entrusted with additional charge of Director (Service Businesses) with effect from 20^th July, 2024 for a period of 3 months or till the appointment of regular incumbent to the post or until further orders, whichever is the earliest.

Considering the above appointments and cessations, as on the date of this report, the Board consists of Seven (7) Directors, details of whom are as under:

NUMBER OF MEETINGS OF THE BOARD HELD DURING THE FY 2023-24

The Board met eight (8) times during the FY 2023-24, the details of same are given in the Corporate Governance Report attached as "Annexure-3". The intervening gap between any two Board meetings was within the period prescribed under the Companies Act, 2013, the Listing Regulations and DPE Guidelines on Corporate Governance.

AUDIT COMMITTEE

Your Company has a qualified and independent Audit Committee, the composition of same and other details are mentioned in the Corporate Governance Report for the FY 2023-24.

The Audit Committee as on 31^st March, 2024, consisted of three (3) members out of which two (2) were Independent Directors and one (1) was Whole-time Director. Shri Rajeev Kumar, Independent Director was the Chairman of the Committee. The composition of the Audit Committee as on 31^st March, 2024 was as follows:

i. Shri Rajeev Kumar, Independent Director- Chairperson

ii. Dr. Vandana Minda Heda, Independent Director- Member

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

All the members of the Audit Committee are financially literate and some members possess accounting/ financial management expertise also. The Company Secretary acts as the Secretary to this Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

Statutory Auditors:

Your Company being a Government Company, Statutory Auditors are appointed or re-appointed by the Comptroller & Auditor General of India (CAG) in terms of Section 143(5) of the Companies Act, 2013.

In terms of the Companies Act, 2013, CAG had appointed M/s. B. Chhawchharia & Co.; (Chartered Accountants), having office at 8A & 8B, Satyam Towers, 3, Alipore Road, Kolkata - 700 027, India as Statutory Auditors of the Company for the FY 2023-24 for both Standalone as well as the Consolidated Financial Statements of the Company.

Pursuant to Section 142 and other applicable provisions of the Companies Act, 2013, the remuneration of the Statutory Auditors for the FY 2024-25, as and when appointed, is to be determined by the Members at the ensuing Annual General Meeting as envisaged in the said Act. Members are requested to authorize the Board to decide on remuneration of Statutory Auditors.

REPORT OF THE STATUTORY AUDITORS

As per the para xi (a) and (b) of Annexure B to the Statutory Auditors Report as annexed with the Financial Statements, the Statutory Auditors of the Company have reported that:

a. No fraud by the Company or any fraud on the Company by its officers or employees has been noticed or reported during the FY 2023-24.

b. No report as specified under Section 143(12) of the Companies Act, 2013, in Form ADT- 4 as prescribed under Rule 13 of the Company (Audit and Auditors) Rules, 2014 has been filed by the Auditors with the Central Government.

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

No qualification, reservation or adverse remark or disclaimer has been made by the Statutory Auditors in their Audit Report for the FY 2023-24.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The office of the Comptroller & Auditor General of India had conducted a supplementary audit of the Financial Statements (both Standalone and Consolidated) of the Company for the FY ended 31^st March 2024 and the CAG has stated that nothing significant has come to its knowledge which would give rise to any comment upon or supplement to statutory auditor's report under Section 143(6)(b) of the Companies Act, 2013.

Further, CAG stated that Section 139(5) and 143(6)(a) of the Companies Act, 2013 are not applicable to the entities as detailed in Annexure thereto, being private entities/ entities incorporated in Foreign countries under the respective laws, for appointment of their Statutory Auditor and for conduct of supplementary audit. Accordingly, CAG has neither appointed the Statutory Auditors nor conducted the supplementary audit of those companies.

Comments of CAG as per the Companies Act, 2013 are attached with the Financial Statements.

MAINTENANCE OF COST RECORDS

Your Company has made & maintained such Cost Accounts & Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

COST AUDITOR'S REPORT

Cost Audit Reports for all the applicable products for the Financial Year ended on 31^st March, 2023 were filed on 5^th September, 2023 with the Ministry of Corporate Affairs within specified due dates.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee appointed M/s. S. Dhal & Co., Cost Accountants, having office at 400/4897 Baramunda Village, Bhubaneswar, Orissa - 751003 as Cost Auditors for the Financial Years 2022-23 to 2024-25 in respect of goods manufactured at Strategic Business Units- Greases & Lubricants, Industrial Packaging and Chemicals of your Company. In view of this, ratification for payment of remuneration to the Cost Auditor for the FY 2024-25 is being sought at 107^th AGM of the Company.

SECRETARIAL AUDITOR

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed CS Tanvee, one of the partners of M/s. MR & Associates, a firm of Company Secretaries, to conduct Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report in Form No. MR-3 for the FY ended 31^st March, 2024 is annexed herewith and marked as "Annexure-7".

SECRETARIAL AUDITOR'S REPORT

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

ACKNOWLEDGEMENT

Your Directors are focused on creation of enduring value for all stakeholders utilizing multiple drivers of growth in the diverse Strategic Business Units of the Company.

Towards that end, the Directors wish to place on record their sincere appreciation of the significant role played by the employees towards realization of new performance milestones through their dedication, commitment, perseverance and collective contribution. The Board of Directors also places on record its deep appreciation for the support and confidence reposed in your Company by its customers as well as the dealers who have contributed towards the customer-care efforts put

in by your Company. The Directors would also wish to thank the vendors, business associates, consultants, bankers, auditors, solicitors and all other stakeholders for their continued support and confidence reposed in your Company.

The Directors are also thankful to Balmer Lawrie Investments Ltd. (the Holding Company) and the Ministry of Petroleum & Natural Gas, Government of India, for its valuable guidance and support extended to the Company from time to time.

Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of the Company for their unstinted support towards fulfilment of its corporate vision.