BCL Industries Ltd

To

The Members,

Your directors have pleasure in presenting their 48th Annual Report along with the Standalone and Consolidated Audited Financial Statements of your Company for the financial year ended 31st March, 2024. The summarized Standalone and Consolidated financial performance of your Company is as follows:

(H In Lacs)

Coming to the operational highlights, FY23-24 has been a significant year and BCL established as one of the largest grain-based distilleries in India post the successful commissioning of our 100 KLPD ethanol plant at Svaksha Distillery Limited. This development marks the completion of second phase of the plant development and the total capacity at Svaksha now stands at an impressive 300 KLPD. This achievement highlights our commitment to growth and operational efficiency, and BCL is delighted to report that our overall distillery capacity has now reached 700 KLPD.

The company has been depending on utilizing maize for ENA & ethanol production. As the price inflation in both maize and broken rice, there has been dip in the margins. We expect the margin to improve going forward as maize crop has arrived in Bihar and bumper crop are forecasted in Uttar Pradesh and Punjab as well. The price has been stabilized and we expect a cool-down in the raw material prices going forward. We announced our entry into the bio-diesel segment. India has set a mandate for 5% bio-diesel blending by 2030, yet currently stands at less than 1%. We see a significant supply gap that BCL is ready to address. In line with this, our plan to set up a bio-diesel plant in Bathinda is on schedule. We have obtained all necessary clearances to establish a 75 KLPD bio-diesel plant. The company is targeting the commissioning of a bio-diesel plant within the next 12 months. Once the bio-diesel plant is operational, it will support full vertical integration and enhance the value addition in manufacturing ethanol from maize. As India's biofuel demand is anticipated to triple, BCL is positioned for substantial growth. Through strategic initiatives and government support, the company is expanding in the ethanol and biodiesel markets. BCL is working towards raising its capacity to 850 KLPD in the next two years. Increasing its supply of bottled country liquor to meet the strong demand for its brand in Punjab. This fiscal year, BCL has sold over 12 lakh boxes of PML country liquor, more than double compared to last year's sales.

The company now has achieved full capacity utilization of the installed 700 KLPD distillery which is expected to generate revenue exceeding INR1,750 crores, solely from the distillery operation. Currently, the company plans to gradually exit the edible oil business during the financial year 2024-25. Additionally, the company is awaiting approval for a 150 KLPD ethanol expansion at Bathinda and intends to commence work promptly upon receiving the necessary clearance.

Additionally, we are dedicated to ensuring the highest standard of governance and disclosure. Our aim is to provide industry standard returns and create value for our stakeholders.

In the Edible Oil segment, we are slowly taking back our exposure from the vegetable oil segment as we don't find a good future in this product. Going forward the management is focussing on ramping up its distillery segment as majority of our revenue will be from ethanol, ENA and bio-diesel.

Lastly, in the Real Estate segment, in its attempt to reduce the financial burden of the company, BCL has continued to utilize revenue from the real estate to liquidate its debt, which is visible in the year-on-year results. Company is not planning to enter into any new Real Estate segment in upcoming years.

The phase II of Bathinda distillery for additional 200 KLPD ethanol production which was commissioned in June 2023 has now been fully stabilized and total 400 KLPD is currently running at its rated/ full capacity. The rice straw-based power plant also has been stabilized and is giving substantial cost savings to the Company and its effect will be seen in the financial performance of the Company in the current financial year 2024-25.

Taking forward the growth strategy of the Company and post receipt of all statutory clearances, Board of Directors have approved the installation of a 75 KLPD Biodiesel production Plant at an estimated capex of H 160 Crores at its Bathinda Distillery Unit. Civil work for the same has already been started and the plant is expected to be commissioned within next 12 months. Additionally, the company is awaiting approval for a 150 KLPD ethanol expansion at Bathinda and intends to commence work promptly upon receiving the necessary clearance.

The existing capacity of 200 KLPD ethanol production plant at Kharagpur unit continues to run at its rated/full capacity. The successful commissioning of additional 100 KLPD ethanol production plant at ‘Svaksha Distillery Limited' (Subsidiary of the Company) which marked the completion of 2nd Phase of the plant. With this expansion, the total capacity at ‘Svaksha' now stands at an impressive 300 KLPD, reflecting the company's commitment to growth and efficiency.

It was further noted that with the commissioning of additional 100 KLPD plant at Kharagpur, the total installed capacity at group level is now 700 KLPD and the Board is pleased to note that the Company is having full order book from Oil Marketing Companies till Q4 of the ethanol supply year which ends on 30/11/2024.

As per Regulation 33 of the SEBI ("Listing Obligations and Disclosure Requirements) Regulations 2015 and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the Financial year 2023-24 have been prepared in compliance with the applicable Accounting Standards, Ind-AS and on the basis of Audited Financial Statements of the Company and its Subsidiary as approved by the respective Board of Directors. The Consolidated Financial Statements together with Auditors Report from part of the Annual Report.

During the financial year 2023-24 there has been no changes in the authorized equity share capital. However, the paid-up Equity Capital has increased by INR 3,08,50,000 from INR 24,15,00,000 as on 31/03/2023 to INR 27,23,50,000 as on March 31/03/2024. The increase in the paid-up capital of the Company during the financial year is on account of the conversion of 30,85,000 warrants out 54,66,334 warrants into 3,08,50,000 equity shares of the Company. As on the report date the paid-up capital of the Company has further increased to INR 29,51,63,340 subsequent to the conversion of 22,81,334 warrants held by Promoters & Promoters group into 2,28,13,340 equity shares of the Company.

In addition to this there has been no change in the capital structure of the Company and the Company has neither issued any shares with differential voting rights or granted stock options or issued sweat equity or purchased its own shares nor the company has made any Public/ Rights/ Bonus/Buy back of Equity Shares of the Company.

During the year under review, there was no new appointment to Board of Directors

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Kushal Mittal, Managing Director of the Company will be retiring by rotation in the upcoming AGM.

During the year 2023-24, None of the Director resigned from the Board of Directors.

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Reg 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given declaration to the Company that they qualify the criteria of independence as required under the Act and the regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company are registered on the Independent Director Databank maintained by the Indian Institute of Corporate Affairs (IICA).

The Board meets at regular intervals to discuss and decide on Company's business operations, policies, and strategy apart from other Board businesses. During the year, 5(Five) Board Meetings and 4(Four) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013. Pursuant to the circular relating to the "Enforcement of SEBI Order regarding appointment of directors by listed companies" dated June 20, 2018, none of the director of the Company, is debarred from holding the office of director pursuant to any SEBI order.

The Board has carried out an annual evaluation of its own performance, the Directors and also Committees of the Board based on the guideline formulated by the Nomination

& Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. The details of the familiarization programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process for Directors undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Corporate Governance Report of this Annual Report.

Further, a Separate Meeting of the Independent Directors of the Company was held once during the year on 29/05/2023 which also reviewed the performance of the non-executive directors, Chairman of the Company, and performance of the Board as a whole. The details of the programme for familiarization of the Independent Directors of your Company are available on the Company's website at web link: https:// www.bcl.ind.in/wp-content/uploads/2022/04/Familiarization-programme-2021-22.pdf

The Board has, on the recommendation of the Nomination & Remuneration Committee, already framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report of this Annual Report.

During the year under review, the Company had five Key Managerial Personnel viz. Mr. Rajinder Mittal, Managing Director, Mr. Sat Narain Goyal, Whole time Director, Mr. Kushal Mittal, Managing Director, Mr. Gulab Singh, Chief Financial Officer and Mr. Ajeet Kumar Thakur, Company Secretary.

In compliance with Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief resume of all the Directors proposed to be appointed / re-appointed are given in the Annual Report. The details about KMPs are given in Corporate Governance Report section of the Annual Report.

During Financial Year 2023-24, There was no change in Managerial Personnel.

There was no change in the name of the Company during the Financial Year 2023-24.

The Company has a Subsidiary Company viz. M/s Svaksha Distillery Limited. The Company holds 75% Equity Shares in the subsidiary as on 31st March, 2024.

A separate statement containing the salient features of Financial Statements of the Subsidiary of the company in the prescribed form AOC-1 given at Annexure-F forms a part of this report and consolidated Financial Statements in accordance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. The said form also highlights the Financial Performance of the subsidiary Company included in the Consolidated Financial Statements pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiary Company shall be kept open for inspection by the members at the Registered office of the Company during Business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (‘AGM') and shall also be available on the website of the Company. Any member desirous of obtaining a copy of the said financial statements may write at registered office of the company. The Audited Financial Statements including Consolidated Financial Statements and all other documents required to be attached to this report have been uploaded on the website of the company www.bcl.ind.in. The company has also formulated a policy for determining material subsidiary. The said policy is also available on the website of the Company and the web link of the same is https://www.bcl.ind.in/wp-content/uploads/2022/04/Policy-on-Material-subsidiary.pdf

During the financial year 2023-24, pursuant to Section 168(1) and other applicable provisions of the Companies Act, 2013 Ms. Shweta Jhunjhunwala (DIN:01723007) & Mr. Pankaj Kumar Jhunjhunwala (DIN:01782827) Resigned from the directorship of the Company. Company has made necessary changes in term of allotment of preference share to M/S Svarna infrastructure & Builders private limited and made the preference share as convertible to equity shares. Company with the consent of board of director of the company has made issue, offer and allotment of 12,24,012 (Twelve lac twenty-four thousand twelve only) equity shares of face value of H 10/- (Ten Rupees only) each fully paid up, on a preference basis, at a price of Rs 210/-(Rs Two hundred ten only) per equity share (including premium of Rs 200/-per share) to Two of the existing shareholders of the companies on preferential issue basis to BCL industries limited No. of shares 918009 & M/S Svarna infrastructure & builders private limited No. of shares 306003.

The Board of Directors have recommended a dividend of INR 0.25/ share on 29,51,63,340 equity shares, aggregating to H 737.90 Lakhs in respect of F.Y 2023-24.

Hence the Dividend, if any, approved by the Members at the ensuing Annual General Meeting shall be paid to all shareholders as on the record date. Subject to the provisions of Companies Act, 2013, dividend as recommended by the Board of Directors, if declared at the Meeting, will be paid within 30 days of the declaration of same.

Pursuant to the provision of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports.

The Company though not covered under top 1000 entities, based on market capitalization as on 31st March, 2024 has continued to have this policy in place the Board approved and adopted Dividend Distribution Policy w.e.f financial year 2023-24 has been placed on the Company's website at https://www.bcl.ind.in/wp-content/uploads/2022/04/ DIVIDEND-DISTRIBUTION-POLICY-2022.pdf.

As required under the provision of the Section 124 & 125 and other applicable provisions of the Companies act, dividends that remain unpaid / Unclaimed for a period of consecutive 7 years, are required to be transferred to the account administered by the Central Government viz. Investor Education and Protection Fund ("IEPF"). Further, according to the said Rules, the shares on which Dividend has not been encashed or claimed by the Members for 7 consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

In the financial year 2015-16 Company has not declared any Dividend hence there is no obligation under Section 124 & 125.

The Company does not propose to transfer any amount to reserves.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

The details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 and details of loans from Banks/FIs/ Directors, are provided in Financial Statements and Notes thereto.

During the year under review, the company has obtained Monitoring Agency Report from Credit Rating Agency named as Infomerics Valuations and Ratings Private Limited in relation to the issue of Preferential Convertible warrants of the company for the quarter ended 31st March, 2024.

During the Financial year the Company's management decided to slowly reduce its exposure in the Edible Oil segment and is now primarily focussing on the Distillery segment only. By the end of the financial year 2024-25, Company will be completing exiting edible oil business.

There have been material changes as the company is taking slow exit from the Edible oil sector.

During the year under review, No Resolution and matters passed through Postal Ballot.

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the weblink: https://www.bcl.ind.in/wp-content/uploads/2023/06/ MGT-7-ANNUAL-RETURN-2022-2023.pdf

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Management Discussion and Analysis Report as given in the Annual Report forms part of this Report as Annexure A

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with the specific areas / activities which concern the Company and need a closer review.

The Board Committees are set up under formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the meetings of all Committees are placed before the Board for review. The Board has currently the following Statutory Committees:

I. Audit Committee

II. Nomination and Remuneration Committee III. Stakeholder Relationship Committee IV. Corporate Social Responsibility Committee V. Risk Management Committee

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted.

As it is to disclose that during the financial year 23-24, the Company did not enter into any transactions with related parties as defined under applicable accounting standards or company policy. Therefore, there are no related party transactions to report for the period. The Board of Directors has reviewed and confirmed the absence of such transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24.

The Related Party Transactions are placed before the Audit Committee of the Company for prior approval, as required under applicable law. Prior omnibus approval of the Audit Committee, as required under Listing Regulations as amended, is also obtained for the transactions, which are of foreseen and repetitive nature. A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is placed before the Audit Committee of the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions was also amended by the Board of Directors to incorporate the new requirements introduced under the SEBI Listing

Regulations, more particularly applicable w.e.f 01st April, 2023. The amended policy on Materiality of and dealing with Related Party transactions as approved by the Board is uploaded on the Company's website i.e., www.bcl.ind.in

Pursuant to Section 177(9) of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism for directors and employees to report genuine concerns have been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.bcl.ind.in.

Companies' vigil mechanism, plays a crucial role in upholding the values by providing a platform for employees and stakeholders to report concerns about unethical behaviour, fraud, or misconduct.

Companies' vigil mechanism is designed to Encourage Reporting; Robust Processes; Timely Resolutions; Compliance and Monitoring; Awareness and Training.

Companies believe that maintaining a strong vigil mechanism not only strengthens our governance framework but also reinforces trust among our stakeholders. We remain committed to fostering an environment where ethical behavior is valued and upheld by all.

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given at Annexure - C forming part of this Report.

The Company has paid a fine of H 5000 plus GST to BSE Limited and National Stock Exchange levied as per Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (Chapter-VII(A)-Penal Action for Non-Compliance), issued by Securities and Exchange Board of India (SEBI) with respect to penal actions prescribed for non-compliance of Reg 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Standard Operating Procedure.

There was 1-day delay in filing the disclosure of related party transactions to the stock exchanges under regulation 23 (9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Quarter ending 31st march,2024 and subsequent the penalty was imposed and has since been paid.

As per the policy for waiver of fines, company has filed an application for waiver on the Portal.

M/s AMRG & Associates, Chartered Accountants, New Delhi, (FRN: 004453N) being the Statutory Auditors of the Company has submitted their audit report along with the audited standalone and consolidated financial statements and there are no qualifications or reservation or remarks made by the Auditors in their Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s S. Parnami & Associates, Company Secretaries, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as Annexure – B to this report. No adverse comments have been made in the said report by the Practicing Company Secretary.

Regulation 24A of SEBI (LODR) Regulations read with SEBI circular no. CIR/CFD/CMD1/27/2019 mandated all listed entities to obtain annual secretarial compliance Reports on compliance with SEBI Regulations and circulars/guidelines issued thereunder from a company secretary in practice. Accordingly, the Company has obtained a Secretarial Compliance Report for FY 2023-24 from S. Parnami & Associates, Practicing Company Secretaries and filed the same with BSE and NSE.

The Auditors' Report and the Secretarial Audit Report for the Financial Year ended March 31, 2024, do not contain any qualification or reservation or adverse remarks.

In terms of Companies (Accounts) Amendment Rules, 2018, a Disclosure is hereby made that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of M/s Khushwinder Kumar & Co., Cost Accountants, Jalandhar (Firm Registration No. 100123), as the Cost Auditors of the Company for the year 2023-24 at a remuneration as may be decided mutually. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM for the financial year 2023-24. The Cost Audit report shall be duly filed within prescribed time.

The Company had, in accordance with the applicable provisions of the Companies Act, 2013, appointed M/s S. Parnami & Associates, Practicing Company Secretaries (C.P. No. 11181), Bathinda, as the Secretarial Auditors for year 2023-24. During the year, the Company has appointed M/s Mohan & Mohan, Chartered accountants (FRN 002612N), Bathinda as the Internal Auditors of the Company. Further, after closure of the financial year 2023-24, M/s Mohan & Mohan, Chartered accountants (FRN 002612N), Bathinda have been reappointed as Internal Auditors for Financial Year 2024-25.

As per the requirements of Regulation 25 (10) of the SEBI Listing Regulations, applicable to the Company being covered under top 1000 companies based on their market capitalization as at 31st March, 2023, the Company has taken Directors and Officers Insurance Policy (D & O) w.e.f. f.y. 2022-23, for all of its directors with a quantum and coverage as approved by Board of Directors and same continue for the f.y 2023-24.

The securities (Equity Shares) of the Company are listed at both BSE Ltd. (BSE) and National Stock Exchange (NSE). The Company has paid the listing fees to the BSE and NSE up to the financial year 2024-25.

The industrial relations remained very cordial and responsive during the year under review.

The Company's Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and Rules framed there under. Internal Complaints Committees have also been set up to redress complaints received regarding sexual harassment.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The following is a summary of sexual harassment complaints received and disposed of during the year 2023-24:

In terms of Companies (Accounts) Amendment Rules, 2018, it is hereby stated that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

It is hereby stated that the Company has duly complied with applicable Secretarial Standards for the year 2023-24.

As per requirement of Section 135 of the Companies Act, 2013 read with Schedule VII of the said Act and further read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has a duly constituted "Corporate Social Responsibility Committee" consisting of following persons as Members/ Chairman:

During the year 2023-24, the Company had identified certain projects/ activities on which the CSR expenditure for the financial year was made. The activities included measures for reducing inequalities faced by socially and economically backward groups- slum re- development or EWS housing, promoting education and health care including preventive health care, facilities for senior citizens, Rural Development, animal welfare etc. Details about the CSR policy and initiatives taken by the Company during the year are available on your company's website www.bcl.ind.in. The Report on CSR activities is given in Annexure- D forming part of this Report.

The provision for gratuity has been made as provided under the Payment of Gratuity Act,1972 on the basis of Actuarial Valuation.

The provisions of Rule 5(2) & 5(3) of the Companies (Appointment

& Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of R 8.5 lakhs per month or Rs 1.02 Crores per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of the specified amounts. So, this information is NIL.

The information and other details required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith at Annexure- E forming part of this Report.

The Company believes that managing risks helps in maximizing returns. A risk management framework has been developed and implemented by the company for identification of elements of risk whether external or internal risks if any, which in opinion of board may specifically face by the company and may threaten the existence of the company. It aims to identify commodity prices, Price fluctuation of raw material and finished goods, Credit Risks, inflation, financial, operational, sectoral, sustainability (particularly ESG related risks), information, Cyber security risks, Strategic Risks, etc. The effectiveness of risk management framework and system is periodically reviewed by Board of Directors of the company. However, in the opinion of Board, none of the above-mentioned risks threaten the existence of the Company. Company's risk culture promotes awareness and responsibility for risk management across all levels of the organization. Company follows forward-looking perspective on the organization's risk management strategy. company has implemented various risk mitigation strategies to risk avoidance, risk reduction, risk sharing, or risk acceptance strategies.

The Company has designed and implemented a process driven framework for Internal Financial Controls. For the year ended on March 31, 2024, the Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale, and complexity of its business operations. During the year, such controls were tested and no material weakness in their operating effectiveness was observed. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls whenever the effect of such gaps would have a material effect on the Company's operations. Company's internal financial system Address the challenges or areas for improvement, address emerging risks or changes in regulatory requirements, Enhance the scalability and adaptability, Strengthen the culture of accountability and compliance across the organization. Company Emphasize robust board's oversight for effectiveness and promoting a strong internal financial control.

Statements in this report, describing the Company's objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company's operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward- looking statements, which may undergo changes in future on the basis of subsequent developments, information, or events.

Pursuant to the Section 134 (5) of the Companies Act, 2013 the Board of Directors of the Company confirms that:

In the preparation of the annual accounts for the financial year ended March 31st, 2024, the applicable accounting standards and Ind AS had been followed and there were no material departures;

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 the company at the end of the financial year as at March 31, 2024 and of the profit and loss of the company for that period;

The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

Thedirectorshadpreparedtheannualaccountsonagoingconcernbasis;

The directors, in the case of a listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

Directors, Key Managerial Personnel, and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by CFO and the Mg. Director of the Company forms part of this Annual Report. The said code is available at the Company's website i.e., www.bcl.ind.in.

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation, and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.