Your Directors have the pleasure in presenting the 24^th Annual Report of the Company along with the
Audited Financial Statements (both Standalone and Consolidated) for the Financial Year (FY) ended
31^st March, 2025 and other allied Statements/Disclosures as required as per the applicable statute.

Overview of the State of the Company’s Affairs

Your Company’s performance is primarily dependent upon two factors, one, being the dividend
received from its subsidiary, Balmer Lawrie & Company Limited (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., 2024-25, 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.
1233.68 Lakhs as compared to the last FY, i.e., 2023-24. The amount of dividend income received
from the subsidiary and the interest income earned during the FY under review was at an enhanced
rate.

The summary of comparative annual financial results for the FY under review, i.e., 2024-25 as against
the immediately preceding FY, i.e., 2023-24, has been furnished below:

Financial Summary

Transfer to Reserves

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

The paid-up Equity Share Capital of the Company as on 31^st March, 2025 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 (‘DIPAM Guidelines’) on the basis
of the Financial Statements of FY 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) 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-Division of the Equity shares of the Company.

In furtherance of same the Board at the said meeting 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 fully paid-up and accordingly the capital clause of Memorandum of Association and Article of
Association of the Company was also amended wherein the Authorized Share Capital of the
Company was divided into 100,00,00,000 Equity Shares of Re.1/- each. The said proposal was
approved by the Shareholders through Postal Ballot dated 10^th July, 2024.

Post splitting/Sub-division of the Equity shares of the Company the Authorized shares of the Company
increased 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

of the Company increased 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 22,19,72,690 (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 21^st May, 2025 had recommended a dividend of 430%, i.e., Rs. 4.30
(Rupees Four and Paise Thirty Only) per equity share of Re.1/- each fully paid-up for the FY ended
31^st March, 2025 as against 380%, i.e., Rs. 3.80 (Rupees Three and Paise Eighty Only) per equity
share of Re. 1/- each for the previous FY ended 31^st March, 2024.

The dividend, if declared by the shareholders at the ensuing 24^th Annual General Meeting (AGM),
will be paid either by way of demand draft or through electronic mode to those Shareholders who
would be holding shares of the Company as on the Record date fixed for the purpose i.e., Tuesday,
16^th September, 2025 (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 Tuesday, 16^th September, 2025 (End of Day) fixed as Record
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. Members holding securities in physical mode, inter-
alia, for registering/updating the KYC details and for the processing of various service requests are
requested to kindly refer to the requisite forms stipulated in the SEBI Master Circular dated 23^rd
June, 2025. As per the SEBI Master Circular dated 23^rd June, 2025, for Folios without PAN and KYC
details, any payment of dividend shall be made only through electronic mode upon complying with
the requirements stated in para 19.1 of the said Master Circular. Accordingly, the shareholders are
requested to kindly submit the requisite documents in the prescribed formats to the RTA.

Appropriation

The amount available for appropriations for the FY 2024-25 as compared to the immediately preceding
FY 2023-24 are given hereunder:

Dividend Distribution Policy

As per average market capitalization of the Company as on 31^st December, 2024 and market
capitalization as on 31^st March, 2024, the Company was not falling under top 1000 listed entities.
Accordingly, formulation of Dividend Distribution Policy as per regulation 43A of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the
Listing Regulations”) was not applicable to the Company for FY 2024-25 or even thereafter. However,
the Company is governed by the guidelines of Department of Investment and Public Asset Management,
Ministry of Finance, Government of India, on Revised Guidelines on Capital Restructuring of Central
Public Sector Enterprises dated 18^th November, 2024 which contains detailed provisions regarding
payment of dividend. The said guidelines are available on the website of the Company at the
following link: https://www.blinv.com/admin/uploads/revised%20DIPAM%20quidelines.pdf

Material changes and commitments affecting the financial position of the Company occurred
between the end of the Financial Year (FY) 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 FY 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, 2025, the total amount of deployments in the Fixed Deposit
Schemes (including accrued interest) was Rs. 15,819.34 Lakh. The deposits yielded an interest
income of Rs.1127.92 Lakh during the FY ended 31^st March, 2025 (as against Rs.944.69 Lakh for the
FY ended 31^st March, 2024).

Management Discussion and Analysis Report

Your Company is not engaged in any other business activity except, to hold the equity shares of
Balmer Lawrie & Company Limited 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 & Company Limited (‘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.blinv.com/admin/uploads/Policy on determining material subsidiaries
amended.pdf

As per the aforesaid policy, none of its subsidiaries appear to be a material subsidiary of the Company.
There was no instance where any company has become or ceased to be the Subsidiaries, joint
ventures or associate companies during the year.

As stated earlier, the major income of the Company is the dividend received from the Subsidiary-
Balmer Lawrie & Co. Ltd.

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

BL recorded a net turnover of Rs. 2,57,762.84 Lakh during FY 2024-25 as against Rs. 2,40,416.53
Lakh in 2023-24 registering an increase of approximately 7.22% over the last year. It also recorded
a Profit Before Tax of Rs. 31,378.99 Lakh in FY 2024-25 as against Rs. 27,865.34 Lakh in FY 2023¬
24. The increase is majorly attributable to the remarkable performance of business of SBU-Travel &
Vacations and SBU-Logistics Services of BL.

While a dividend of Rs. 8982.74 Lakhs was received from BL during the FY 2024-25. BL’s Board of
Directors has recommended a dividend of Rs. 8.50 per equity share for FY 2024-25 which shall be
received in FY 2025-26.

Visakhapatnam Port Logistics Park Limited (VPLPL)

Visakhapatnam Port Logistics Park Ltd. a 60:40 joint venture between Balmer Lawrie & Co. Ltd. (BL)
and Visakhapatnam Port Authority (VPA), operates a dynamic Multimodal Logistics Hub (MMLH) in
Visakhapatnam.

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 diversified cargos.

• 1 EXIM and 1 Domestic warehouse with advanced automation for maximizing efficiency.

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

• 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.

The CFS business segment, which commenced its operations on 2^nd March 2023, continued to play
a pivotal role in VPLPL’s business portfolio. During the FY 2024-25, the CFS handled an impressive
7816 TEUS of Export cargo and 8793 TEUS of Import cargo, generating a revenue of Rs.1586 lakhs,
as compared to revenue of Rs.1240 lakhs, earned in the previous FY 2023-24, giving rise to a growth
in revenue of 28%.

During the FY 2024-25, the Railway Siding business segment handled in total 84 rakes as against 40
rakes handled in the previous FY 2023-24. This business segment experienced a growth of 110% in
terms of number of rakes handled by the VPLPL, thereby generating a revenue of Rs.145 lakhs as
against Rs.24 lakhs earned in the previous FY 2023-24.

During the FY 2024-25:

i. There was a drop-in capacity utilization and revenue of the Ambient Warehouse business, which
operated at an average of 73% of its installed capacity, as against 100% (FY 2023-24).

ii. The revenue generated from Open Yard business segment was Rs.318 lakhs as against Rs.354
lakhs earned in the previous FY 2023-24.

iii. The Temperature Controlled Warehouse (TCW) business segment generated a revenue of Rs.24
lakhs as against Rs.359 lakhs, earned in the previous FY 2023-24.

Overall, the total revenue of VPLPL had a very nominal increase from Rs.2191 lakhs (FY 2023-24) to
Rs.2199 lakhs earned during the FY 2024-25. Due to increase in cost of services connected to CFS
operations, EBIDTA registered a drop-in percentage of the total revenue from 44% to 25%, resulting
in increase of loss from Rs.1038 lakhs in FY 2023-24 to Rs.1671 lakhs in FY 2024-25.

In December 2024, the Term Loan from the State Bank of India was refinanced by Power Finance
Corporation Ltd. (PFCL), with additional benefits like reduced interest rate of 10%, longer repayment
tenure of 10 years and 1 year moratorium of installment payments.

VPLPL is looking for a better FY 2025-26, by inducting new customers in its TCW segment and for its
undeveloped portion of the Open yard business segment, which will augment its revenue generation
from these two business segments. Rake handling business is expected to grow further and the CFS
operations will continue to play a pivotal role in VPLPL’s business.

Financial Statements of Subsidiary Companies

The Financial Statements and Results of your Company have been duly consolidated with its Subsidiary
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
Subsidiary (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.blinv.com/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.

Cessation/Change in Joint Ventures/Subsidiaries/Associate Companies during the Year

During FY 2024-25, there were no 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 FY
2024-25 and accordingly no deposit remained unpaid or unclaimed at the end of FY and there was
no instance of default in repayment of deposits or interests thereon during the FY 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 FY 2025-26.

Compliance of Right to Information (RTI) act, 2005

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 FY 2024-25 is as under:

* These requests were received online through RTI Request & Appeal Management Information
System hence, the fee is collected by Department of Personnel & Training, Government of India.

Conservation of Energy, Technology absorption and Foreign Exchange Earnings & Outgo

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

Since the Company has no regular business activity, except to hold the Equity Shares of its listed
Indian subsidiary, i.e., Balmer Lawrie & Co. Ltd., requirement of a risk management plan is not
applicable to the Company.

It may be pertinent to mention that the Company being a special purpose vehicle formed for temporary
purpose, and as stated above, it does not carry out any business other than holding 61.80% equity
shares of Balmer Lawrie & Co. Ltd.

Further, since the Company did not fall within top 1000 listed entities as per market capitalization
as on 31^st March 2024 and average market capitalization as on 31^st December, 2024 the provisions
of Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are not applicable to the Company.

Corporate Social Responsibility (CSR)

Annual Report on CSR Activities

1. Brief outline on CsR Policy of the Company

The Corporate Social Responsibility (CSR) and Sustainability Policy of the Company is as under:
Philosophy

The Policy is in the nature of initiatives or endeavour which the key stakeholders expect of the
Company in the discharge of their Corporate Social Responsibility. It reflects the willingness of
the Company to voluntarily take a few extra steps to address social, economic and environmental
concerns but are nevertheless worthy of attention for promotion of sustainable development in its
diverse dimensions.

activities to be undertaken

It is the policy of the Company to undertake any activity which is permissible to be carried out
towards CSR as per:

1) Schedule VII of the Companies Act, 2013 (the act) and the allied Rules, including any statutory
amendment thereof,

2) The guidelines formulated by the Department of Public Enterprises (DPE) on CSR and
Sustainability (hereinafter referred to as ‘the Guidelines’) which are applicable to CPSEs.

implementation

The Company shall endeavour to implement activities/programs as per the CSR Policy keeping
in view:

1) the constraints faced due to the form and nature of organisation.

2) the administrative and incidental cost are minimum so that the maximum expenditure so
allocated is spent for the benefit of the society.

CsR Expenditure

CSR expenditure will include all expenditure, direct and indirect, incurred by the Company on CSR
Activities/Programmes undertaken in accordance with the approved CSR Plan.

Any surplus arising from any CSR Activities/Programmes shall be used for CSR. Accordingly, any

income arising from CSR Programmes will be netted off from the CSR expenditure and such net
amount will be reported as CSR expenditure.

The Company has implemented the policy on Corporate Social Responsibility while undertaking
the CSR initiatives taken during the FY 2024-25. The CSR Policy of the Company is available on
the website of the Company at:

https://www.blinv.com/admin/uploads/CSR and Sustainability Policy.pdf

2. Composition of CsR Committee as on 31^st March, 2025

The Corporate Social Responsibility Committee of the Company consisted of the following
Members as on 31^st March, 2025:

3. The web-link where Composition of CsR Committee, CsR Policy and CsR Projects approved
by the board are disclosed on the website of the company.

https://www.blinv.com/abt.php#:~:text=Corporate%20Social%20Committee%20(CSR)

https://www.blinv.com/admin/uploads/CSR and Sustainability Policy.pdf

https://www.blinv.com/abt.php#:~:text=19.%20Corporate%20Social%20Responsibility%20

Annual%20Action%20Plan%20of%20Balmer%20Lawrie%20lnvestments%20Limited%20

%3A

Since the Company makes the CSR Expenditure by way of contribution to permissible Funds as
per Schedule VII to the Companies Act, 2013, there are no CSR projects, per se to be enumerated
on its website.

4. The executive summary along with web-link(s) of impact assessment of CSR Projects
carried out in pursuance of sub-rule (3) of rule 8, if applicable - Not Applicable.

5. (a) Average net profit of the company as per sub-section (5) of section 135. - Rs. 647.12 Lakhs.

(b) Two percent of average net profit of the company as per sub-section (5) of section 135. -
Rs. 12.943 Lakhs.

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial
years. - Nil.

(d) Amount required to be set-off for the financial year, if any. - nil.

(e) Total CSR obligation for the financial year [(b) (c)-(d)]. - Rs. 12.943 Lakhs

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

Rs. 12.943 Lakhs

(b) Amount spent in Administrative overheads. - nil

(c) Amount spent on Impact Assessment, if applicable. - not applicable

(d) Total amount spent for the Financial Year [(a) (b) (c)]. - Rs. 12.943 Lakhs

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

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

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

If Yes, enter the number of Capital assets created/acquired

Furnish the details relating to such asset(s) so created or acquired through Corporate

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

Shri Saurav Dutta Shri Samir Kumar Mohanty

Chairperson of CsR Committee member of CsR Committee

(DIN:10042140) (DIN:10404198)

directors’ responsibility statement

In terms of provisions of Section 134(3)(c) &134(5) of the Companies Act, 2013 your Board of Directors
to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts for the FY ended on 31^st March, 2025, the applicable
accounting standards had been followed along with proper explanations and there were no material
departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 FY ended 31^st March, 2025 and of the profit
and loss of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provision of the Act, for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts for the FY ended 31^st March, 2025 on a going
concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;

(vi) 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.

Corporate Governance

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

Pursuant to the said SEBI Regulations and DPE Guidelines, a separate section titled ‘Corporate
Governance Report’ is being furnished and marked as Annexure-1.

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

Further, your Company’s Statutory Auditors have examined compliance of conditions of Corporate
Governance and issued a certificate, which is annexed to this Report and marked as Annexure-2.

Directors & Key Managerial Personnel (KMP) and meetings of the Board during the year
Directors and Key managerial Personnel

As on 31^st March, 2025, the Board of your Company consisted of the following three Directors:

a. Shri Saurav Dutta, Non-Executive Director (Ex-officio member), Non- Independent Director,
Chairperson.

b. Shri Arvind Nath Jha, Non-Executive, Government Nominee Director.

c. Shri Samir Kumar Mohanty, Non-Executive, Government Nominee Director.

The Company has only one KMP, i.e., Company Secretary. The Company does not have any MD/
Whole time director or CFO.

The Company being a Central Public Sector Enterprise, the Ministry of Petroleum & Natural Gas
(MOP&NG), being the Administrative Ministry directs the Company every time there is a change in
appointment of Directors is required.

meetings of the Board during the Financial Year (FY) ended on 31^st march, 2025-

The details of the meetings of the Board held during the FY have been enumerated in the Corporate
Governance Report marked as Annexure - 1.

Directors retired/appointed/resigned during the year

Appointments during the year: No Director was appointed during the FY 2024-2025

At the 23^rd Annual general Meeting of the Company held on 26^th September, 2024, the following
directors were appointed/reappointed-

1. Shri Saurav Dutta - (DIN: 10042140) Non-Executive Director (Ex-officio),who retire by rotation,
was reappointed.

2. Shri Arvind Nath Jha - (DIN: 10384829) was appointed as Government Nominee Director with effect
from 9^th November, 2023 for a period of three years from the date of nomination i.e. 18^th October,
2023 on co-terminus basis or until further orders from the Administrative Ministry, whichever is
earlier.

3. Shri Samir Kumar Mohanty - (DIN: 10404198) was appointed as Government Nominee Director
with effect from 7^th December, 2023 for a period of three years from the date of nomination i.e.
7^th December, 2023 on co-terminus basis or until further orders from the Administrative Ministry,
whichever is earlier.

Cessation: No Director was ceased during the FY 2024-2025

Details relating to Remuneration of Directors, Key Managerial Personnel and employees

Your Company being a Government Company, vide notification no. GSR 463(E) dated 5^th June, 2015
as amended by Notification No. GSR 582(E) dated 13^th June, 2017 and Notification No. GSR 802(E)
dated 23^rd February, 2018, and GSR 151(E) dated 2^nd March, 2020 has been exempted from the
applicability of Section 134(3)(e) and Section 197 of the Companies Act, 2013. The Company does
not pay any sitting fee to any directors except Independent Directors. Further, the Company does not
have any employee of its own other than the Company Secretary, who is seconded to the Company
from its subsidiary pursuant to the service agreement.

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

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

Declaration by independent Director

Your Company did not have an Independent Director as on FY ended 31^st March, 2025.

Audit Committee

The Committee as of 31^st March, 2025 consisted of 3 Members and all of them, including the
Chairperson of the Committee, were Non-Executive Directors.

As of 31^st March, 2025, the following were the Members of the Committee:

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

There were no such instances where the Board had not accepted any recommendation of the Audit
Committee.

Related Party Transactions

As per Regulation 23(5) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, sub regulations (2), (3) and (4) of Regulation 23 of the said
Regulations shall not apply to transactions entered into between two Public Sector Companies.

Further, there were no materially significant RPT during the FY under review which were entered
by the Company with Directors, Key Managerial Personnel or other Designated Persons which
have a potential conflict with the interest of the Company at large. Furthermore, no material related
party transaction was entered into by the Company as per the applicable provisions of the Listing
Regulations.

Your Company had adopted a policy on "Related Party Transactions” with effect from 28^th March, 2015.
The said Policy was last amended w.e.f. 1^st April, 2022 vide Board Resolution dated 11^th February,
2022 to bring it in line with the amendment in the provisions of the Listing Regulations and has been
uploaded on the website of the Company and is available on the following link:

https://www.blinv.com/admin/uploads/5%20Related%20Party%20Transactions.pdf

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

The Company in terms of Regulation 23 of the Listing Regulations submit on the date of publication
of its Standalone and Consolidated Financial results for the half year, disclosures of Related Party
transaction as per the format specified by SEBI. The said disclosures are available on the Company’s
website at - https://www.blinv.com/corporate.php

The particular of contract or arrangements with Related Parties referred to in sub-section (1) of Section
188 as required under Section 134(3)(h) of the Companies Act, 2013 in the prescribed Form AOC-2
is as under:

None of the transactions with Related Party can be considered as "material” as per the policy on -
Materiality of Related Party Transactions and dealing with Related Party Transactions adopted by the
Company.

All contracts or arrangement entered into under Section 188(1) of the Companies Act, 2013 has
been enumerated in details in Note no.31 of Standalone Financial Statements in compliance with the
applicable accounting standards, thereby forming part of the financial statement as on 31^st March, 2025.

Justification on the Related Party Transactions entered -

• In the year 2002, the Company for the purpose of infrastructure and management support entered
into a service contract with its subsidiary Balmer Lawrie & Co. Ltd. (BL), since the Company does
not have any infrastructure arrangement or any employee. The said agreement is renewed from
time to time pursuant to which the Company receives services in nature of administration, finance,
taxation, legal, secretarial, etc. from BL.

• The Company was formed as a Special Purpose Vehicle with no regular business activity on
20^th September, 2001, with the sole objective of holding the Equity shares of BL, transferred/
de-merged from IBP Company Limited (under the scheme of Arrangement & Reconstruction);

• The major source of income of your Company is dividend earned from its subsidiary, BL.

• The Company has no employees of its own including the Company Secretary, who is seconded
from the subsidiary Company.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Details of investments made by the Company in other company is enumerated in Note 7 of Standalone
Financial Statement.

Auditors

The Statutory Auditors of your Company (being a ‘Government Company’), are appointed by the
Comptroller & Auditor General of India (‘CAG’) under Section 139 and other applicable provisions of
the Companies Act, 2013.

Pursuant to Section 142 and other applicable provisions of the Companies Act, 2013 the remuneration
of the Statutory Auditors as and when appointed for the FY 2025-26 is to be determined by the
Members at the ensuing 24^th Annual General Meeting.

Report of the statutory Auditor

The Report of the Statutory Auditors on Annual Accounts of your Company for FY ended 31^st March,
2025 does not have any reservation, qualification, adverse remark or disclaimer. Report of the
Statutory Auditors is attached with the Financial Statement.

The Statutory auditors have not reported any instance of fraud committed in the Company as stated
under sub-section (12) of Section 143 of the Companies Act, 2013. Under the ‘Key Audit Matters’ of

the statutory auditors report on the Consolidated Financial Statements of the Company, attention has
been drawn to the "key audit matters” contained in the consolidated auditors report of the subsidiary
company i.e. Balmer Lawrie & Co. Ltd., (audited by other auditor) which inter-alia contains reporting
regarding - Suspected fraud involving payments made to a vendor.

Comments of the Comptroller & Auditor General of india

The office of the Comptroller & Auditor General of India (‘CAG’) have conducted a supplementary audit
of the financial statements of Balmer Lawrie Investment Limited for the year ended 31^st March, 2025
under Section 143(6)(a) of the Companies Act, 2013. In respect of the Standalone financial statement
of the Company, the CAG has commented that nothing significant has come to their knowledge
which would give rise to any comment upon or supplement to statutory auditor’s report under Section
143(6)(b) of the Companies Act, 2013.

In respect of Consolidated financial statement of the Company, the CAG has commented that they
conducted a supplementary audit of the financial statements of Balmer Lawrie Investments Limited
and its subsidiary Balmer Lawrie & Company Limited and Visakhapatnam Port Logistics Park Limited
but did not conduct supplementary audit of the financial statements of the subsidiaries, associate
companies and jointly controlled entities as detailed in Annexure to their said letter.

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

The communication from the CAG in this regard is attached as Annexure-3A and Annexure- 3B.
Report of the secretarial auditor

The Board had appointed Shri Navin Kothari, (Membership No.- FCS: 5935 and Certificate of Practice
Number: 3725), Proprietor of M/s. N.K & Associates, Practicing Company Secretaries as Secretarial
Auditor for the FY 2024-2025 in compliance with the provisions of Section 204 of the Companies Act,
2013. The Report of Secretarial Auditor is annexed and marked as annexure-4.

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the Listing Regulations and
other applicable statutory provisions framed in this regard and in line with the recommendation of
the Audit Committee and the Board of Directors of the Company, it is proposed to appoint M/s Minu
Tulsian & Co. Company Secretaries, a peer reviewed firm (Peer Review Certificate no. 1588/2021) as
the Secretarial Auditor of the Company for a term of 5 (five) consecutive years from FY 2025-26 to FY
2029-30 at the 24^th AGM of the Company.

The response of management with respect to the qualification/adverse remarks/ reservation/disclaimer
of the Secretarial Auditors in his report for FY 2024-25 is as under:

Adequacy of internal Financial Controls

The Company has inter-alia taken the following measures to ensure that an adequate internal financial
control exists:

- Appointment of Internal Auditor as per Section 138 read with Rule 13 of the Companies (Accounts)
Rules, 2014 as well as Secretarial Auditor as per Section 204 of the Companies Act, 2013.

- The Company has adopted the following policies apart from the Code of Conduct applicable to the
Board Members and Senior Management and other policies enumerated earlier:

• "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information”;

• "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and
immediate relative of Designated Persons” and

• "Vigil Mechanism/Whistle Blower Policy” of the Company.

The internal audit for FY 2024-2025 was carried out by M/S Bhattacharyya Roychaudhuri & Associates,
Chartered Accountants, and a detailed report thereof was submitted to the Board of Directors. In the
said internal audit report the auditor has not expressed any adverse remark or qualification.

In addition, the Company also follows the Guidelines on Capital Restructuring of Central Public Sector
Enterprises and also Guideline of the Department of Public Enterprises. The aforesaid policies are
available on the website of the Company.

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company’s operation in future

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

Vigilance Cases

No vigilance cases were reported, disposed of nor there are any such cases pending during the year.
Vigil Mechanism/Whistle Blower Policy

Your Company had adopted a Whistle Blower Policy on 10^th February, 2020. The details of the said
policy are given in the Corporate Governance Report 2024-25 and can be downloaded from the
following hyperlink of the Company’s website:

https://www.blinv.com/admin/uploads/Whistle Blower policy.pdf

Compliance of the provisions related to the Maternity Benefit Act, 1961

The Company has no employees of its own. Thus the provisions related to the Maternity Benefit Act
1961 does not seem to be applicable to the Company.

Constitution of internal Committee

The Company has no employees of its own. The requirement for constituting an Internal Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 did not arise.

(a) number of complaints of sexual harassment received in the year - NiL

(b) number of complaints disposed off during the year - ML

(c) number of cases pending for more than ninety days - ML

Details in terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013-

a) Number of complaints filed during the calendar year 2024- nil

b) Number of complaints disposed off during the calendar year 2024 - nil

c) Number of complaints pending as on end of the calendar year 2024 - nil
maintenance of Cost Records

The requirement of maintenance of cost records is not applicable to your Company.

Procurement from msmEs as per Public Procurement Policy for micro and small Enterprises
(MsEs) Order, 2012

The Company is formed for temporary purpose and is not having any business and hence the Company
has neither had taken any target nor made any procurement from MSMEs during the FY 2024-2025.

Annual Return and Weblink

In terms of Section 92 of the Companies Act, 2013 read with Rules made thereunder, the Company
shall place a copy of the Annual Return (MGT-7) for FY 2024-2025 on the website of the Company
after filing the same with Ministry of Corporate Affairs. The Company has already placed a copy of the
Annual Return for FY 2023-24 on the website of the Company, link of which is:
https://www.blinv.com/admin/uploads/Form MGT7 23 24.pdf

Compliance with secretarial standards

The Company is compliant of the Secretarial Standard-1 and Secretarial Standard-2 issued by the
Institute of Company Secretaries of India, which are mandatory.

Business Responsibility 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 Business Responsibility Report are
not applicable to your Company.

Details of application made or any proceeding pending under the insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial
year (FY).

Not Applicable

details of difference between amount of the valuation done at the time of one time settlement
and the valuation done while taking loan from the Banks or Financial institutions along with
the reasons thereof

Not applicable

Acknowledgement

Your Directors wish to place on record their appreciation for the continued guidance and support
extended by the Ministry of Petroleum & Natural Gas and other Ministries. Your Directors also
acknowledge the valuable support and services provided by Balmer Lawrie & Co. Ltd., its subsidiary.
Your Directors appreciate and value the trust imposed upon them by the Members of the Company.

Registered Office: On behalf of Board of:

21, Netaji Subhas Road, Balmer Lawrie Investments Ltd.

Kolkata-700001

[Saurav Dutta] [Samir Kumar Mohanty]
Director director

Date: 13^th August, 2025 (DIN 10042140) (DIN 10404198)

1

The Board's Report is based on standalone Financial Statements of the Company and this information
is given as an added information to the Members.