Balrampur Chini Mills Ltd

for the year ended 31st March, 2024

Your Board of Directors are pleased to present their report as a part of the 48th Annual Report, along with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2024.

Financial results

The Standalone and Consolidated financial performance of the Company are summarised below: Rs ( in Lakhs)

Dividend and its Distribution Policy

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a dividend distribution policy, as approved by its Board of Directors. The said Policy is available on the website of the Company at the following web-link: https://chini.com/sustainability/governance/policies/ The Board of Directors of the Company had declared an interim dividend of 300% (i.e. H3.00 per share on Equity Shares of the face value of H1/- each) for the Financial Year ended 31st March, 2024. Total outgo on the interim dividend was H6052.48 Lakhs.

The Company has announced the PLA project in February 2024 which would require a capital outlay of H200000 lakhs, which will be funded through both internal accruals and debt. In view of the above, the Board confirmed the interim dividend declared and paid during the year as final dividend.

Reserves and surplus

The Company has transferred an amount of H30,000.00 Lakhs to the General Reserve.

Operations

Change in Nature of Business

There is no change in the nature of the business of the Company during the financial year. However, as a forward integration/ diversification measure, the Company has announced foray into manufacturing of Polylactic Acid (PLA). Considering the significance of the emerging business and the prospects thereof, Polylactic Acid (PLA) has been identified as a separate reportable segment.

Non-Convertible Debentures

The Board of Directors of the Company at their meeting held on 11th February, 2023 approved the issuance of 14000 Senior, Unlisted, Secured, Redeemable, Rated Non-Convertible Debentures (NCDs) of face value of H1 Lakh each on private placement basis to HDFC Bank Limited in compliance with the applicable circulars issued by the Securities and Exchange Board of India on issuance of debt-securities by large corporates. The aggregate value of the NCDs as on 31st March, 2024 was H14000.00 Lakhs.

Industry scenario and outlook

India began the sugar season 2023-24 (October to September) with an opening inventory of around 5.55 MMT (Metric Million Tonnes). Sugar production for the current season 2023-24 is estimated at 32.0 MMT, around 0.8 MMT lower than the previous season?s production of 32.8 MMT. Current season?s production estimate is net of sugar sacri_ce of around 2.0 MMT (last season 3.8 MMT) towards Ethanol. Maharashtra, Uttar Pradesh (UP) and Karnataka as usual remains the three largest sugar producing states and have produced ~11 MMT, 10.35 MMT and 5.25 MMT of sugar in the ongoing season in comparison to the previous season?s production of 10.5 MMT, 10.5 MMT and 5.8 MMT respectively. At the commencement of season there was worry on monsoon as El Nino fear was looming large across the Indian sub-continent and in view of the same the Central Government suddenly prevented / restricted the diversion of sugar for production of Ethanol (under Juice/Syrup and B-heavy molasses route) by the sugar mills which led to higher sugar production.

Another reason for higher production in Maharashtra is owing to higher acreage and better distribution of rainfall resulting in improvement in yield. Uttar Pradesh produced marginally lower sugar, in spite of lower diversion of sugar towards Ethanol, than last season, on account of lower yields, agroclimatic conditions and ongoing process of varietal re-balancing. In Karnataka likewise U.P, lower yield led to lower production. Export of sugar continued to be under restrictive list with an objective to _ght inflation and initial perception of lower production. Sugar exports in the previous season were 6.4 MMT as compared to ~11.1 MMT in the season 2021-22.

The domestic demand for sugar is expected to be around 28.7 MMT as compared to 27.85 MMT in the previous season. The demand of 28.7 MMT will be a new record for the Indian sugar industry.

As a result, the carry forward stock of sugar in the country as on 30th September 2024, is expected to be around 8.85 MMT or around three and half months of consumption. There is enough availability of sugar for domestic consumption which would enable the Government for diversion of sugar towards Ethanol in the upcoming season 2024-25 to come back to the desired level of sugar inventory of 5.0 - 5.5 MMT. Domestic sugar prices for UP based millers ranged between H36.25 and H39.50 per kg through the course of the year.

The Government continued with most of its policies in the current sugar season relating to sector that had been announced in the previous years with the objective to make adequate sugar available in domestic market, support sugar realisations and to ensure that farmers are paid on time except the one relating to diversion of sugar for production of ethanol in full and the price revision for Juice/B heavy ethanol.

The following policies of the Government prevailed during the season: Fair & Remunerative Price (FRP) of sugarcane for the sugar season 2023-24 was revised to H315 per quintal from H305 per quintal in the previous season (linked to a basic recovery of 10.25%).

State Advised Price (SAP) of sugarcane for the state of Uttar Pradesh for the sugar season 2023-24 was increased to H370 per quintal (for early maturing variety of sugarcane) as compared to H350 per quintal in the previous season.

In view of initial expectation of tight demand-supply situation Central Government did not announce export quota for sugar season 2023-24. The prices for juice/syrup route Ethanol as well as for B-heavy molasses route Ethanol is still pending for revision in line with the pricing methodology in place for last so many years. Ethanol prices are announced annually by the Central Government based on a formula, which factors in the price of sugar and FRP of sugarcane to calculate ethanol procurement prices. Ethanol prices are delinked from crude or petrol prices. Ethanol prices for the supply period from November 2023 to October 2024 remained unchanged pending revision, at H65.61 and H60.73 per BL for ethanol produced from direct cane juice/sugar syrup and B-heavy molasses routes respectively. Ethanol price under C-heavy route was increased to H56.28 per BL through additional incentive.

The Oil marketing companies announced differential prices for ethanol produced from damaged/surplus food grains. For the supply period from November 2023 to October 2024 price for ethanol from damaged foods grains was raised to H64.00 per BL and price of ethanol from FCI surplus rice was kept same at H58.50 per BL. Price for ethanol from Maize has been raised to H71.86 per BL.

Soft loans were encouraged through banks for commissioning new distillery capacities or augmentation of existing capacities. A lower GST of 5% on ethanol.

Duty structure on export and import of sugar remained same as per last year.

Along with MSP, stock holding limits on mills in the form of maximum monthly sale quotas continued.

Proposal to raise the Minimum Selling Price (MSP) of sugar (which is a part of policy) in view of increase in FRP is pending for approval at the Cabinet level.

To increase ethanol blending percentage, more and more Ethanol is required to be produced by sacri_cing sugar. To achieve higher sacri_ce of sugar, syrup/juice-based Ethanol capacities needs to be created which requires higher capital investment. For that Ethanol prices to be set right to have desired level of returns on investment. A study was done in 2023 by an independent professional firm suggesting higher prices of Ethanol for Syrup/ Juice-based Ethanol and the report has been submitted to the Government which is pending for consideration.

The Department of Food & Public Distribution, Government of India, had constituted a working committee to look into the aspect of sugar cane price rationalisation and other matters to present a long-term sustainable solution for the entire sugar ecosystem after due consultation. Further action in respect of the same needs to be undertaken on a priority basis.

Global scenario

The Global sugar year 2023-24 started with two fundamentals questions; the first one was how production in CS Brazil will pan out for the 2023-24 sugar year and the other one was how much would be the exports from India.

Finally, as the Brazilian session ended, it managed to end up with almost 42.5 MMT of sugar much above the previous year production of 33.8 MMT. The Indian exports however were under restricted category on account of perceived lower inventory. In Thailand crushing session 2023-24 also ended up recently and it produced 8.7 MMT sugar for the year as compared to 11.0 MMT in 2022-23.

Chinese production increased to 10.1 MMT as compared to 9.0 MMT in previous session on account of favourable weather and higher yields. Pakistan production is estimated to reach 6.8 MMT. EU & UK production increased to 16.7 MMT as compared to 15.8 MMT in previous season on account of increase in yield. Global sugar production is estimated to be ~179.5 MMT as compared to 178.5 MMT in previous year. On the other hand, global demand is expected to rise to ~180 MMT as compared to ~178 MMT in previous year. We think the next crop of Thailand, EU&UK and China will be higher as compared to last year along with expectation of lower production from Brazil and India. It is expected that the transition of El Nino towards La Nina may be gradual and not abrupt and hence overall production may get support from satisfactory rainfall in many cane growing regions. Even with indicated higher consumption trends market will be balanced with an expected surplus of ~4.8 MMT.

We strongly believe that the global sugar prices may get strong support around ~18.5 c/lb on account of strong demand from China and other consuming nations. Overall, the sugar sector across the globe will continue to have tailwinds in the days ahead.

BCML?s standalone performance during FY 2023-24

Revenues earned from operations during the year stood at H559374.01 Lakhs as compared to H466586.17 Lakhs for the previous year, higher by 19.9%. Revenues were higher on account of higher sugar and distillery volumes coupled with higher realizations. The Company earned a total comprehensive income of H44134.06 Lakhs during the year ended 31st March 2024 as compared to H26930.83 Lakhs in the previous year.

Segment-wise performance and outlook

Sugar

During the financial year ended 31st March 2024, sugarcane crushing stood at 1084.52 Lakh quintals as compared to 936.63 Lakh quintals in previous year, an increase of 15.79% over previous year. This was on account of higher area under cane which resulted in higher availability of sugarcane.

Sugar recovery (net of sugar sacri_ce under syrup and B-heavy molasses route) for the year stood at 10.34% as compared to 9.43% in previous year. During the FY 2023-24, the Company has diverted 600.37 Lakh quintals (55.4%) of sugarcane for producing B-heavy molasses as compared to 616.29 Lakh quintals (65.8%) in previous year. In addition, in FY 2023-24 Company diverted 47.69 Lakh quintals (4.4%) towards syrup route ethanol as compared to 85.79 Lakh quintals in previous year. Sudden policy change announced by the Central Government prevented / restricted sugar going into production of Ethanol in view of expected lower sugar production. In the process, Company sacri_ced 15.02 Lakh quintals of sugar as compared to 19.87 Lakh quintals in previous financial year. Had there been no diversion, sugar recovery for the year would have been 11.73% as compared to 11.55% in previous year. During the year, Company produced 112.18 Lakh quintals of sugar as compared to 88.33 Lakh quintals in previous year. Company is working closely with the farmers towards cane varietal rebalancing which can be beneficial for both the farmers and millers. The Company is providing farmers with necessary agro-inputs and advice on various agro practices to increase the farm yield and support clean cane quality. Steps were also taken to educate the farmers on modern agricultural practices.

During the year, the Company sold 94.72 Lakh quintals of sugar as compared to 90.38 Lakh quintals in previous year. Sales for the previous year include 14.00 Lakh quintals to merchant exporters for export. During the current year, there was no export on account of restrictive policy of Government.

Sugar realisation stood at H38.00 per kg as compared to H35.97 per kg in the previous year.

Sugar inventory (including WIP) as on 31st March 2024 stood at 68.63 Lakh quintals valued at ~H34.22 per kg as compared to 51.18 Lakh quintals valued at ~H33.71 per kg in previous year.

Distillery

The Company?s distillery segment delivered healthy performance during the year. Company produced 2799.40 Lakhs BL of industrial alcohol during the year as compared to 2148.86 Lakhs BL during the previous year. Higher production was attributable to enhanced capacity utilization from higher feed stock availability.

Ethanol production from syrup route in FY23-24 stood at 409.12 Lakhs BL as compared to 671.35 Lakh BL in FY22-23. Ethanol production from B-heavy route increased from 1121.00 Lakh BL to 1587.58 Lakh BL. Production of Ethanol from grains (rice and maize) increased to 456.87 Lakh BL as compared to 36.56 Lakh BL in previous year.

Ethanol sales during the year produced from B-heavy molasses stood at 1438.37 Lakh BL at an average realisation of H60.73 per BL as compared to 1104.12 Lakh BL at an average realisation of H59.53 per BL in the previous year. Ethanol sales from C-heavy molasses stood at 41.57 Lakh BL at an average realisation of H55.07 per BL as compared to 64.21 Lakh BL at an average realisation of H47.96 per BL in previous year. Ethanol sales from syrup route was 572.04 Lakh BL at an average realisation of H65.61 per BL as compared to 503.84 Lakh BL at an average realization of H65.61 per BL in the previous year. Similarly, Ethanol sales from grain route was 378.99 Lakh BL at an average realization of H59.46 per BL as compared to 36.52 Lakh BL at an average realisation of H52.92 per BL in previous year. Ethanol sales from C-heavy molasses was lower in the current year as the Company chose to produce and sale Ethanol produced from Syrup and B-heavy molasses route with an intent to sacri_ce maximum permissible quantity of sugar. Blended realisation for industrial alcohol (including Ethanol, ENA etc.) sales stood at H57.53 per BL as compared to H55.30 per BL in previous year.

Co-generation

Company no longer considers co-generation as a separate segment. Cogen/incineration has been merged with sugar/ distillery based on their operational matrix. This was done because the basic purpose of these operations were to meet the captive requirements and the surplus power generated was exported to the state electricity grid along with sales under open access. From an operational perspective, power generated during the year stood at 8976.53 Lakh units as compared to 7186.74 Lakh units in previous year, an increase of 24.9%. Power exported (to Uttar Pradesh Power Corporation Limited (UPPCL) and under Open Access stood at 4075.65 Lakh units as against 3168.92 Lakh units in previous year, an increase of 28.6%. Average blended realisation for the year stood at H3.97 per unit as compared to H3.42 per unit in previous year.Uttar Pradesh Electricity Regulatory Commission ("UPERC") had earlier reduced the power tari_. The matter of reduction in tari_ by UPERC is under litigation and is pending at Hon?ble High Court Allahabad.

Others

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

The Company sells these products to farmers and to India Farmers Fertilizer Cooperative Limited (IFFCO). Revenues during the year stood at H2386.54 Lakhs as compared to H2449.40 Lakhs in previous year.

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

Subsidiary, Associate and Joint Venture Companies

The Company does not have subsidiary or Joint venture companies. As on 31st March, 2024, the Company has one Associate Company, namely, Auxilo Finserve Private Limited (AFPL). AFPL is a Systemically Important Non- Deposit taking NBFC registered with Reserve Bank of India (RBI). The main objective of AFPL is to provide education loan to students and provide ancillary services in relation to the said business activity and provide infrastructure or working capital loan to educational institutions. Contribution of the AFPL to the overall performance of the Company has been elaborated in the consolidated financial statements forming part of this Report. During the year ended on 31st March, 2024, AFPL allotted 113134145 compulsorily convertible preference shares (Series A CCPS), and 25015 equity shares at H41.53 each (with a face value of H10/- at a premium of H31.53 per share), aggregating to H46994.99 lakhs on a private placement basis to investors. Additionally, during the year ended on 31st March, 2024, AFPL has also allotted 700000 equity shares at H10/- each (with a face value of H10/-) upon exercise of options by its employees, in accordance with the Employee Stock Options Scheme. Due to the investment made by investors in Series A CCPS of AFPL, which are entirely in nature of equity and the allotment of equity shares as mentioned above, there is an eventual dilution of the Company?s ownership interest in AFPL from 43.93% to 33.72% as on 31st March, 2024. AFPL continues to be an Associate of the Company.

During the Financial Year 2023-24, AFPL has earned revenue of H35,668.15 Lakhs as compared to H17,826.10 Lakhs for the previous Financial Year and profit after tax of H6,921.87 Lakhs as compared to H2,574.74 Lakhs for the previous Financial Year. AFPL has registered growth of 100.09% and 168.84% in revenue and profit after tax over the previous Financial Year, respectively. During the year, no Company became or ceased to become Subsidiary, joint venture or Associate of the Company.

Consolidated Financial Statements

In compliance with the provisions of Section 129(3) of the Companies Act, 2013 (as amended) (the "Act") and implementation requirements of the Indian Accounting Standards Rules on accounting and disclosure requirements, as applicable, and as prescribed under Regulation 33 of the Listing Regulations, the

Audited Consolidated Financial Statements forms part of this Annual Report.

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

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

Share Capital

During the year under review, the Company has closed its Buy-back of equity shares on 15th May, 2023 (being completion of 6 months from the date of opening of the Buy-back) which was approved by the Board of Directors on 9th November, 2022 and commenced from 16th November, 2022. During this buyback period, the Company had bought back 2290755 (Twenty Two Lakhs Ninety Thousand Seven Hundred and Fifty Five) Equity Shares at an volume weighted average price of H357.31 (Rupees Three Hundred Fifty-Seven and Thirty One Paisa Only) per Equity Share. Accordingly, the Company had deployed H81.85 Crores (excluding transaction costs) for the buyback, which represents 56.28% of the Maximum Buyback Size. Post the Buyback of 2290755 equity shares, the equity share capital of the Company stood at H2017.49 Lakhs consisting of 201749245 equity shares of H1 each as on 31st March, 2023. Further, there is no change in share capital during the year under review and the equity share capital of the Company as on 31st March, 2024 stood as H2017.49 Lakhs consisting of 201749245 equity shares of H1 each.

During the year, the Company has not issued shares with differential voting rights or sweat equity shares, however, granted Employee Stock Appreciation Rights (ESARs) on 15th May 2023. The details of the shareholding in the Company held by the Directors as of 31st March, 2024 are set out in the Corporate Governance Report, which forms part of this Report.

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

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

The Company has also obtained the in-principle approval from the BSE Limited and the National Stock Exchange of India Limited for the grant of Employee Stock Appreciation Rights ("ESARs") under the Plan to the employees of the Company. Further, the NRC of the Board of Directors of the Company vide its meeting held on May 15, 2023, has granted 32,73,346 ESARs. The necessary accounting for the above has been made in the books of accounts in the respective period. Details of the accounting method in accordance with Ind AS 102 - Shared Based Payment, have been provided in note no. 37(4)(b) of the standalone and consolidated financial statements. Further, the disclosure in terms of Regulation 14 of the "SEBI (SBEB & SE) Regulations" is available on the website of the Company at https:// chini.com/wp-content/uploads/2024/07/BCML-disclosure2.pdf A certificate from M/s MKB & Associates, the secretarial auditor confirming that the ESAR 2023 have been implemented in accordance with the "SEBI (SBEB & SE) Regulations" has been obtained and the same is available for electronic inspection of the Members during the AGM of the Company.

Credit Rating

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

Board of Directors and its Composition

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

Directors and Key Managerial Personnel (KMP) i. Appointment/Resignation/Cessation of Director:

Changes in the Board of Directors during the financial year 2023-24: a) Dr. Indu Bhushan (DIN: 09302960) was appointed as an Additional Director (Non-Executive Independent Director) on the Board of the Company with effect from 17th July, 2023, and was regularized at the 47th Annual General Meeting of the Company (AGM) held on 19th August, 2023. b) Ms. Avantika Saraogi (DIN: 03149784) was appointed as Whole-time Director designated as Executive Director on the Board of the Company w.e.f 1st January, 2024 for a period of three (3) years vide approval of shareholders through postal ballot on 27th December, 2023.

c) Mr. Dinesh Kumar Mittal (DIN: 00040000), Lead Independent Director of the Company completed his second and final term as an Independent Director of the Company. Accordingly, Mr. Mittal ceased to hold office with effect from close of business hours of 31st March, 2024. d) Mr. Krishnava Dutt (DIN: 02792753), Independent Director of the Company completed his second and final term as an Independent Director of the Company. Accordingly, Mr. Dutt ceased to hold office with effect from close of business hours of 31st March, 2024. e) Mr. Naresh Dayal (DIN: 03059141), Non-Executive Non Independent Director of the Company (who would be turning 75 years of age this year), resigned from the Board with effect from the close of business hours of 31st March, 2024.

The Board would like to place on record its sincere appreciation for the valuable contribution made by Mr. D.K. Mittal, Mr. Krishnava Dutt and Mr. Naresh Dayal during their association as Directors of the Company. ii. Re-appointment of Director:

The Board recommends the approval of the Members for re-appointment of Ms. Veena Hingarh (DIN: 00885567) as Non- Executive Independent Director, to hold office for her second term of five consecutive years with effect from 31st August, 2024 to 30th August, 2029 (both days inclusive). Ms. Hingarh has the required integrity, expertise and experience for re-appointment as an Independent Director of your Company. iii. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act, read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Praveen Gupta (DIN: 09651564), Whole Time Director of the Company, who retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment and the Board recommends his re-appointment on the same terms and conditions.

Appointment after the Financial Year:

Further,atitsmeetingheldon17thMay,2024,onrecommendation of the NRC, the Board approved the appointment of Mr. Chandra Kishore Mishra (DIN: 02553126) as an Additional Director, in the category of Non-Executive Independent Director, of the Company for a term of 5 (five) consecutive years with effect from 17th May, 2024. The appointment is subject to approval of shareholders at the ensuing AGM.

The Board recommends for the approval of the Members, the appointment of Mr. Mishra as a Non-Executive Independent

Director of your Company for a term of five consecutive years with effect from 17th May, 2024. Mr. Mishra has the required integrity, expertise, experience and pro_ciency for appointment as a Non-Executive Independent Director of your Company. None of the Directors of the Company are disqualified as per the applicable provisions of the Act. No other changes occurred at the Board level.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume of the Director proposed to be appointed/reappointed forms part of the notes and explanatory statement to the Notice of the ensuing AGM.

Key Managerial Personnel:

During the year under review, pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company are:

1. Mr. Vivek Saraogi, Chairman and Managing Director

2. Mr. Praveen Gupta, Whole Time Director

3. Ms. Avantika Saraogi (DIN: 03149784) was appointed as a Whole-time Director designated as Executive Director on the Board of the Company w.e.f 1st January, 2024

4. Mr. Pramod Patwari, Chief Financial Officer and

5. Mr. Manoj Agarwal, Company Secretary

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

Declaration by Independent Directors

Pursuant to the provisions of Section 149 (7) of the Act read with Rules made thereunder and in terms of Regulation 25(8) of Listing Regulations, the Independent Directors have submitted declarations confirming that: i. they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Schedule and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended and that during the year, there has been no change in the circumstances affecting their status as Independent Directors of the Company; ii. in terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence; In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent

Directors of the Company and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management. The Independent Directors have confirmed compliance with the Company?s Code of Conduct as formulated by the Company and also with the Code for Independent Directors prescribed in Schedule IV to the Act. As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have valid registration with the Independent Director?s database maintained by the Indian Institute of Corporate Affairs and also completed the online pro_ciency test conducted by the Indian Institute of Corporate Affairs, wherever required.

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

Separate Meeting of Independent Directors

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

Directors? Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act in the preparation of the annual accounts for the year ended 31st March, 2024 and state that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period; iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors have prepared the annual accounts on a going concern basis; v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure I enclosed hereto and forms part of this report. In accordance with the provisions of the aforementioned section, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid rules form part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company, excluding the aforesaid information. Any Member, who is interested in obtaining these particulars, may write to the Company Secretary for the same.

Prevention of Sexual Harassment

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

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

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

Deposits

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

Board Meetings

The Board met 8 (eight) times during the financial year under review, the details of which are given in the Corporate Governance Report attached to this Report.

Committees of the Board

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted/ reconstituted (whenever necessitated) various committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders? Relationship Committee, Corporate

Social Responsibility Committee, Risk Management Committee, Environmental, Social and Governance Committee and Executive Committee. The details of composition, terms of reference, number of meetings held during the year under review and other related details, pertaining to these committees are mentioned in the Corporate Governance Report.

Audit Committee

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

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

Compliance of Secretarial Standards

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

Vigil Mechanism / Whistle–Blower Policy

In terms of the requirements under Section 177 (9) and (10) of the Act, 2013 read with the relevant Rules, Regulation 22 of the SEBI Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has a Vigil Mechanism / Whistle–Blower Policy to deal with unethical behavior, victimisation, fraud and other grievances or concerns, if any. The aforementioned whistle blower policy is available on the Company?s website at the following web-link: https://chini.com/sustainability/governance/policies/

Policy on Selection and Remuneration of Directors

The Company has in place a Policy on Selection & Remuneration of Directors, KMP and Other Employees and on Board Diversity ("NRC and Board Diversity Policy") which provides for process w.r.t. selection, appointment and remuneration of directors, key managerial personnel and senior management employees including other matters as provided under Section 178(3) of the Act. Following are the salient features of the NRC and Board Diversity Policy: to provide criteria and terms and conditions with regard to identifying persons who are qualified to become directors (executive and non-executive including independent directors), key managerial personnel and persons who may be appointed in senior management positions. to recommend the remuneration of the directors, key managerial personnel and senior management personnel in alignment with the Company?s business strategies, values, key priorities and goals. to provide rewards linked directly to the effort, performance, dedication and achievement of the Company?s targets by the employees. to monitor and periodically review and recommend improvement in board diversity aspects and measure progress accordingly. undertake any other matters as the Board may decide from time to time.

The NRC and Board Diversity Policy is annexed as Annexure III.

Board Evaluation

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

Corporate Social Responsibility

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

The CSR activities of the Company are focused on sustainable livelihood, education, including skill development for women empowerment, healthcare, sanitation & safe drinking water; rural development and environment sustainability. During the year, the excess amount spent during the previous financial year 2022-23 of H147.32 Lakhs, has been set off against the mandatory CSR obligation of H1030.06 Lakhs of FY 23-24, pursuant to which the current year CSR obligation amounted to H882.74 Lakhs. During the year, the Company has spent H1291.28 Lakhs towards CSR and accordingly the excess amount available for set-o_ till FY 2027 is H408.54 lakhs. The Corporate Social Responsibility (CSR) Policy of the Company as approved by the Board can be accessed on the Company?s website at following web-link: https://chini.com/sustainability/governance/policies/

Impact Assessment

In line with the Companies (Corporate Social Responsibility Policy) Amendment Rule 2021, since the past year, the Company is obligated to assess the impact of its CSR projects. Accordingly, the Board of Directors of the Company has appointed an independent impact assessment agency viz. Third Planet Foundation to assess out the impact of the societal activities carried out by the Company under its Corporate Social Responsibility interventions. As per the Impact Assessment Report issued by Third Planet Foundation for FY 2024, the CSR interventions of the Company have created a very meaningful and needful impact in the community and the chosen thematic areas have shown growth, outcomes and impact across all the location. The CSR Committee and the Board of Directors of the Company took a note of the same at their respective meetings held on 17th May, 2024, respectively. The Impact Assessment Report is available on the Company?s website at the following web-link: https://chini.com/sustainability/social/ The details of the CSR initiatives undertaken by the Company during the Financial Year 2023-24 are outlined in the initial section and the Annual Report on CSR activities which along with CSR Policy is attached as Annexure IV.

Inter-Corporate Loans, Guarantees and Investments

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

Related Party Transactions

During the Financial Year ended 31st March, 2024, all transactions with the Related Parties as defined under the Act read with Rules framed thereunder, were in the ordinary course of business and at arm?s length basis. During the year under review, your Company did not enter into any Related Party Transaction which requires approval of the Members. There have been no materially significant related party transactions made by the Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of the Company at large.

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

Risk Management Policy and Framework

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

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft annual return of the Company for the Financial year ended 31st March, 2024 is uploaded on the website of the Company and can be accessed at https://chini.com/investors/financials/.

Material Changes and Commitments

Except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of the Company between the end of the Financial Year i.e. 31st March, 2024 and the date of this Report.

Significant and Material Orders

There are no significant/ material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were reviewed and no reportable material weakness was observed.

Corporate Governance & Management Discussion and Analysis Report

In terms of the provisions of Regulation 34(2)(e) read with Schedule V of the Listing Regulations, the Corporate Governance Report and the Certificate on the compliance of conditions of Corporate Governance forms part of the Annual Report and are given separately as Annexure V and the Management Discussion and Analysis Report is given in Page no. 116 of the Annual Report.

Business Responsibility & Sustainability Report

Your Company has been delivering long-term shareholder value, benefitting the society. The Company is committed to economic, social, environmental, and cultural growth equitably and sustainably and creating a positive business environment. Over the years, BCML has worked to enrich lives across communities. During the year, your Company had appointed CRISIL to compute, unit-wise GHG emissions (Scope 1, 2 & 3) and carry out Life Cycle Assessment (LCA) of its products namely sugar and ethanol. Based on the results, CRISIL would be drawing the decarbonisation road map for the Company, which will further help the Company in furthering its ESG objectives.

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

(‘NGRBCs?).

As per the SEBI Circulars, from financial year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalisation. Accordingly, for the financial year ended 31st March 2024, your Company has published the second BRSR.

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

Auditors

Statutory Auditors and their Audit Report

M/s. Lodha & Co (Firm?s ICAI Registration No. - 301051E), were reappointed as Statutory Auditors of the Company, for the second term, at the 46th AGM of the Company held on 27th August, 2022, to hold office for a further term of 5 (five) years, till the conclusion of the 51st AGM, in terms of the provisions of Sections 139 and 141 of the Act. During the year under review, your Company received an intimation from the Statutory Auditors, M/s. Lodha & Co, regarding conversion to a Limited Liability Partnership [LLP] by the name of M/s. Lodha & Co LLP (Firm?s ICAI Registration No. - 301051E/ E300284) The reports given by the Auditors, M/s. Lodha & Co LLP on the standalone and consolidated financial statements of the Company for the year ended 31st March, 2024 forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

Secretarial Auditors and their Audit Report

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

& Associates, Practicing Company Secretaries, (Firm Reg no. P2010WB042700) to undertake the secretarial audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 is attached as Annexure VI and forms part of this Report. The contents of the said Audit Report are self- explanatory and do not call for any further comments by the Board. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors and their Audit Report

M/s. Mani & Co., Cost Accountants, (Firm Registration No: 000004) were appointed as the Cost Auditors to conduct the audit of the Company?s cost records for the financial year ended 31st March, 2024. The Cost Audit Report, for FY 2022-23, was filed with the Central Government within the statutory timelines and for FY 2023-24 will be filed within the prescribed timelines. The Company maintains the cost records as per the provisions of Section 148(1) of the Act. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditors for Financial Year 2024-25 is required to be rati_ed by the members, the Board of Directors recommends the same for rati_cation at the ensuing AGM. The proposal forms a part of the notice of the AGM. During the year under review, the Cost Auditors did not report any instance of fraud committed in the Company by its officers or employees under Section 143(12) of the Act, the details of which need to be mentioned in the Board?s report.

Suspense Escrow Demat Account

In accordance with SEBI Master Circular No. SEBI/HO/MIRSD/ POD-1/P/ CIR/2024/37 dated 7th May 2024, a separate Suspense

Escrow Demat Account had been opened by the Company with a Depository Participant for crediting unclaimed shares in dematerialised form lying for more than 120 days from the date of issue of Letter of Confirmation(s) to the shareholders in lieu of physical share certificates to enable them to make a request to DP for dematerialising their shares.

Proceeding under the Insolvency & Bankruptcy Code, 2016

No application / proceeding by / against the Company were made or is pending as on 31st March, 2024, under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended).

One Time Settlement with the Banks or Financial Institutions

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

Annexures forming part of this Report

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

Appreciation

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

For and on behalf of the Board of Directors