Balmer Lawrie Investment Ltd

To the members,

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

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

During the year under review, i.e., 2023-24, there was an increase in interest income and dividend income of the Company and accordingly, the total income of your Company increased by around Rs. 1264.77 Lakhs as compared to the last Financial Year, i.e., 2022-23. The amount of dividend income received from the subsidiary during the financial year under review was at an enhanced rate. The summary of comparative annual financial results for the financial year under review, i.e., 2023-24 as against the immediately preceding Financial Year, i.e., 2022-23, has been furnished below:

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

The paid-up Equity Share Capital of the Company as on 31^st March, 2024 stood at Rs.22,19,72,690/- (at same value in the previous year). During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity shares. It may be pertinent to mention that the Board in its meeting dated 28^th May, 2024 had reviewed the compliance of Guidelines on Capital Restructuring of Central Public Sector Enterprises (CPSEs) bearing reference no. – F. No. 5/2/2016-Policy dated 27^th May, 2016 (Guidelines') for the Financial Year 2023-2024. In respect of same the Market value of the shares of the Company as on 28^th March, 2024 (being the last trading day of the FY 2023-24) and 16^th May, 2024 were Rs. 611.15/- and Rs. 837.05/- respectively, which exceeded 50 times of its face value and attracted the requirement of Splitting/Sub-Dividing the Equity shares of the Company.

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

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

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

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

The dividend, if declared by the shareholders at the ensuing 23^rd Annual General Meeting (AGM), will be paid either by way of warrant, demand draft or electronic mode and will be paid to those Shareholders who would be holding shares of the Company as on the cut-off date fixed for the purpose i.e., 19^th September, 2024 (End of Day), within 30 days from the date of such declaration. In respect of shares held electronically, dividend will be paid to the beneficial owners, as per details to be furnished by their respective Depositories, i.e., either Central Depository Services (India) Limited or National Securities Depository Limited as on 19^th September, 2024 (End of Day) fixed as cut-off date for the purpose. The dividend to be paid shall be subject to Tax deducted at source and other applicable provisions of Income Tax Act, 1961. appropriation

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

diVidend disTriBUTiOn POLiCY

As per market capitalization of the Company as on 31^st March, 2023, it was not falling under top 1000 listed entities. Accordingly, formulation of Dividend Distribution Policy as per regulation 43A of SEBI LODR was not applicable to the Company for financial year 2023-24. However, the Company is governed by the guidelines of Department of Investment and Public Asset Management, Ministry of Finance, Government of India, on capital restructuring of Central Public Sector Undertakings dated 27^th May, 2016 which contains detailed provisions regarding payment dividend. The said guidelines are available on the website of the Company at the following link: https://www.balmerlawrie.com/blinv/admin/uploads/guidelines-on-capital-restructuring-of-cpse-27-05-2016.pdf maTeriaL ChanGes and COmmiTmenTs aFFeCTinG The FinanCiaL POsiTiOn OF The COmPanY OCCUrred BeTWeen The end OF The FinanCiaL Year and The daTe OF The rePOrT

There have been no material changes and commitments affecting the Financial Position of the Company occurred between the end of the financial year and the date of the report. deposits with Bank

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

Your Company is not engaged in any other business activity except, to hold the equity shares of Balmer Lawrie & Co. Ltd. and accordingly, matters to be covered under ‘management discussion and analysis report' are not applicable to your Company. report on subsidiary Companies and their contribution to the overall performance of the Company during the year In terms of Section 2(87) of the Companies Act, 2013 (‘the Act'), your Company has two subsidiaries, namely, Balmer Lawrie & Co. Ltd. (‘BL'), and Visakhapatnam Port Logistics Park Limited (‘VPLPL'). By virtue of shareholding in BL (61.80%), your Company is the holding Company of BL. BL in turn has one subsidiary VPLPL. The Company has a "Policy for determining material subsidiaries" in terms of the amended Listing Regulations. The policy may be accessed on the Company's website at: https://www.balmerlawrie.com/blinv/admin/uploads/Policy_on_determining_material_subsidiaries_ amended.pdf As per the aforesaid policy, none of its subsidiaries appear to be an unlisted material subsidiary of the Company.

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

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

BL recorded a net turnover of Rs. 2,40,416.53 Lakh during Financial Year 2023-24 as against Rs. 2,38,309.16 Lakh in 2022-23 registering an increase of approximately 0.88% over the last year. It also recorded a Profit Before Tax of Rs. 27,865.34 Lakh in Financial Year 2023-24 as against

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

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

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

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

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

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

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

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

The MMLH caters to both bonded and non-bonded cargo and offers value-added services such as customs clearance, sorting, grading, aggregation, disaggregation, and freight handling. The MMLH project was chosen to be developed in Visakhapatnam, due to the presence of Natural Port, which acts as a gateway to the vast industrial market of the far-east countries. Visakhapatnam is the industrial nerve centre of Andhra Pradesh, which has a convenient rail, road and inland waterways connectivity for easy movements of the cargo. The MMLH in Visakhapatnam is located close to the vicinity of two ports, viz., Visakhapatnam Container Terminal (VCT) and Gangavaram Port. VCT is an ideal gateway of container traffic from the states of Andhra Pradesh, Telangana, Chhattisgarh, Odisha, Maharashtra, Jharkhand, Madhya Pradesh and West Bengal. This terminal has a natural water depth of 16 meters, a state of art container handling infrastructure and have a decent growth year on year with a CAGR of 19% since inception with further plans for expansion. The CFS business segment, which commenced operations on 2^nd March 2023, has emerged as a pivotal component of the JVC's portfolio. During the financial year 2023-24, the CFS handled an impressive 7580 TEUs of export cargo and 6099 TEUs of import cargo, generating an additional revenue of Rs. 1223 lakhs, a substantial increase from Rs. 12 lakhs, earned in the previous financial year 2022-23. This remarkable growth underscores the CFS segment's critical role in driving the MMLH's success.

The starting of the CFS operations has necessitated reservation of 45% of the mechanised warehouse, 68% of the open yard and 5 (five) frozen chambers of the Temperature Controlled Warehouse (TCW) for EXIM requirements. This has resulted in lower turnover from mechanised warehousing, open yard and TCW operations during the financial year 2023-24 amounting to Rs. 200 lakhs, Rs. 354 lakhs and Rs. 359 lakhs, respectively, as against corresponding figures of Rs. 328 lakhs, 436 lakhs and Rs. 419 lakhs, earned during the previous financial year 2022-23. The available areas for the above businesses functioned at a higher capacity utilization, compared to the previous financial year 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 financial year 2022-23, reflecting steady operational capability. The fall in revenue of rail siding business was due to fall in export of steel and aluminium, due to change in export policy.

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

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

Financial statements of subsidiary Companies

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

Further, in line with first proviso to Section 129(3) of the Companies Act, 2013 read with the Rules thereon, Consolidated Financial Statements prepared by your Company includes a separate Statement in Form ‘AOC-1' containing the salient features of the Financial Statement of your Company's Subsidiaries, Associates & Joint Ventures (as applicable) which forms part of the Annual Report. However, separate audited accounts in respect of each of its subsidiary is placed on the website of the Company – https://www.balmerlawrie.com/blinv/subsidiary.php . Further, a copy of separate audited financial statements in respect of each of the subsidiary shall be provided on requisition by any shareholder of the Company in writing.

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

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

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

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

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

The Company does not have any business apart from holding the shares of its subsidiary- Balmer Lawrie & Co. Ltd. and is a Special Purpose Vehicle formed for temporary purpose. As per further amendment of SEBI (Listing Obligations and Disclosure Requirement) Regulations w.e.f. 7^th September, 2021, the provisions pertaining to the Risk Management Committee turned inapplicable for the Company. It may be pertinent to mention that the Company being a special purpose vehicle, and as stated above, it does not carry out any business other than holding 61.80% equity shares of Balmer Lawrie & Co. Ltd..