Directors’ Report

To

The Members,

BCL INDUSTRIES LIMITED

Your Directors have pleasure in presenting their 47^th Annual Report along with the Standalone and Consolidated Audited Financial Statements
of your Company for the financial year ended 31^st March, 2023. The summarized Standalone and Consolidated financial performance of
your Company is as follows:

ANNUAL PERFORMANCE SUMMARY

During the year under review, the Total Income of the Company was H 163971.88 Lakhs as against H 200118.08 Lakhs in the previous year,
showing a drop 18.06% over the previous year which is being explained in the subsequent paras. Your Company has earned a Net Profit after
tax of H 7208.82 Lakhs as against H 8504.54. Lakhs in the previous year showing a decrease of around 15.23 % in PAT. Earnings Per Share of
the Company for the current year 2022-23 has been H 29.85 per share as against H 35.22 per share (Basic) in the previous year showing a
drop of around 15.24 %.

Coming to the operational highlights, the distillery unit at Bhatinda continues to operate at 100% capacity utilization with good demand for
both ENA and Ethanol and the company has started commercial production from its 200 KLPD expansion at Bathinda unit in the month of
June 2023. This should have a positive impact on the Company's financials moving forward.

To combat inflation and fuel prices, the company has commissioned its paddy straw-based 10-megawatt power plant in Bhatinda in the second
half of May 2023. The Company expects this power plant to bring down the fuel cost for the Distillery segment significantly moving forward.

For ENA market, March and April months are considered to be lean months as the new excise policy is renewed during this period. This has
led to a lower demand for ENA in West Bengal and the Company expects its sales from West Bengal plant under its subsidiary, Svaksha
Distillery unit, to be good moving forward. The expansion plans for the additional 100 KLPD at Svaksha Distillery Limited has already begun
and the Company expects to commission this plant by December 2023, with an estimated cost of around INR 94 crores.

There has been a significant increase in EBITDA margin for the Financial Year 2022-23 in the Distillery segment and this has happened due to
very good demand for ENA and the company’s strong inventory management during the period of fuel price inflation.

Additionally, the Company has also started using maize to produce Ethanol which is another very good raw material for the industry. We as
a Company are expecting that the maize prices of ethanol will be significantly increased by the government to promote ‘Atmanirbhar Bharat’
and the government is in full support to the agriculture sector and is ensuring that a farmer is not selling his crop below MSP. Last year, the
mustard and maize crop gave good returns to the farmer which ultimately benefits the agriculture sector and that will only help India in crop
diversification, which is a very urgent need as of now. So as per Board’s reading of the market and the policy, we expect that the government
will increase the maize price of ethanol which in turn will make it lucrative for the distilleries to procure maize from market, which is currently
surplus, and convert it into ethanol and sell to the OMCs.

In the Edible Oil segment, there was a dip in revenue for the financial year, which was due to the drop in global edible oil prices globally. Despite
this dip in revenues, the Company was able to get good EBITDA margin from this sector due to strong inventory management. Global edible
oil prices have decreased at about 30% to 40% when compared to the previous year, while the Company's revenue from edible oils had only
decreased by 26.5%.

This indicates that the Company has not decreased its volume being processed from this sector. The edible oil prices continue to be in
decline and the Board is watching the trend carefully. The Company is engaged in both types, indigenous and imported edible oil businesses
and the indigenous oil business like cotton seed, mustard and rice bran oil is Company’s specialty. While global edible oil prices start to fall,
indigenous oils don’t give much losses in terms of inventory losses because the holding period is much shorter when compared to imported
oil and the prices of indigenous oil tend to be more stable as opposed to imported oil.

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.

EXPANSION

Company commissioned its captive power plant at its Bathinda distillery which can use about 12,000 MT of paddy rice straw per annum
to generate power. This will have a substantial effect to reduce stubble (Paraali) burning in Punjab which is a major environmental issue in
North India during Oct to Dec every year. The Company takes pride in saying that there has been no instance of stubble burning (since 2022)
in the villages surrounding the Bathinda Distillery due to this power plant.

Expansion of Bathinda distillery from 200 KLPD to 400 KLPD has been completed in 2023 of which 200 KLPD is dedicated for ENA (extra
neutral alcohol) and balance 200 KLPD is for ethanol manufacturing.

The company has begun the expansion of its grain-based distillery at Kharagpur (West Bengal) manufacturing unit from 200 KLPD to 300
KLPD. Both distilleries of the Company have achieved the status of ‘zero discharge unit’ and ‘full backward and forward integrated unit’ in
2023. The Company has initiated the process of another 150 KLPD expansion post 400 KLPD at Bathinda plant.

CONSOLIDATED FINANCIAL STATEMENTS

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 2022-23 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.

SHARE CAPITAL/CHANGES IN CAPITAL STRUCTURE

During the Financial Year 2022-23 the Company has increased its authorized equity share capital from INR 25 Cr. To INR 35 Cr. The paid-up Equity
Capital as on March 31, 2023 remained at INR 24.15 Crore. The Company has issued 5466334 convertible warrants @ H 360/warrant on Preferential
basis to the persons belonging to Promoter, Promoter group and the public group and 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.

DISCLOSURE UNDER REGULATION 32 (7A) OF SEBI (LODR) REGULATIONS 2018

During the financial year 2022-23, the Company came up with a preferential issue of 5466334 fully convertible warrants allotted at a price of
Rs. 360/- per warrant aggregating to Rs. 196.79 Crores. The Company had received Rs. 49.19 Cr. being 25% of the consideration payable on
allotment of said warrants during the year 2022-23. M/s. Infomerics Valuation and Ratings Pvt. Ltd. was appointed as Monitoring Agency to
monitor the utilisation of the funds raised through preferential issue, in accordance with the provisions of Regulation 162A of the SEBI ICDR
Regulations. The funds raised during the financial year on allotment of convertible warrants were utilised for Working Capital Requirements
which is in line with the purpose for which these were raised and in accordance with the objectives of the said preferential issue stated in the
explanatory statement to the notice of Extra Ordinary General Meeting dated January 12, 2023 and there had been no deviation or variation
in the use of the proceeds/ funds so raised during the financial year

DIRECTORS AND KMPs

i. Appointments:

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

ii. Retirement by rotation:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sat Narain Goyal,
Whole Time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for
re-appointment.

iii. Resignations/ Removal of Directors:

During the year 2022-23, None of the Director resigned from the Board of Directors.

iv. Declarations by Independent 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).

v. Board Meetings:

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, 7(Seven) 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.

vi. Board Evaluation:

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 February 14, 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

vii. Nomination & Remuneration Policy

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.

viii. Key Managerial Personnel

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.

CHANGES IN MANAGERIAL PERSONNEL

During Financial Year 2022-23, Mr. Ajeet Kumar Thakur was appointed as and Mr. Gurinder Singh Makkar ceased to be, Company Secretary
and Compliance officer of the Company w.e.f 2^nd November 2022.

CHANGE IN THE NAME OF THE COMPANY

There was no change in the name of the Company during the Financial Year 2022-23.

SUBSIDIARY COMPANY

The Company has a Subsidiary Company viz. M/s Svaksha Distillery Limited. The Company holds 74.99% Equity Shares in the subsidiary
as on 31^st March, 2023.

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

DIVIDEND

The Board of Directors have recommended a Final Dividend @ 50% i.e. Rs. 5/- per share on 9668173 equity shares belonging to public
category, aggregating to H 483.40 Lakhs (excluding the Equity Share upon which the Promoters/Promoters Group have waived/ forgone his/

their right to receive the dividend by him/them for Financial Year 2022-23) in respect of FY 2022-23.

Hence the Dividend, if any, approved by the Members at the ensuing Annual General Meeting shall be only upon public category equity
shareholding as on 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.

DIVIDEND DISTRIBUTION POLICY

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 ranked 965^th position (NSE) among the top 1000 entities, based on market capitalization as on 31^st March, 2023. Accordingly,
the Board has approved and adopted Dividend Distribution Policy w.e.f Financial Year 2022-23. The Policy can be accessed on the
Company’s website at https://www.bcl.ind.in/wp-content/uploads/2022/04/DIVIDEND-DISTRIBUTION-POLICY-2022.pdf.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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.

During the Year under review, pursuant to the provisions of the Section 124 of the Act, Final Dividend for the Financial year 2014-15 amounting
to H 195729.60/- which remained unclaimed for a period of 7 years, has been transferred by the Company to the IEPF Authority.

TRANSFER TO RESERVES

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

REPORTING OF FRAUDS

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

CREDIT RATING

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
31^st March, 2023.

DEPOSITS

The details of deposits outstanding as on 31^st March 2023 are furnished hereunder:

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company. Your Company tends to run the same business activities till date.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between
the end of the financial year of the Company to which the financial statements relate and the date of the report.

RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIAL YEAR

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

ANNUAL RETURN

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/2023/08/
Form-MGT-7-Annual-Report-2022-23-f-.pdf

CORPORATE GOVERNANCE REPORT

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 Statutory 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

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

COMMITTEES OF THE BOARD

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

RELATED PARTY TRANSACTIONS

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. No material related party
transactions were entered into during the financial year by the Company. 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 2022-23.

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 01^st 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

Further, the Members of the Company vide Ordinary Resolution passed on 21^st June, 2020 through Postal Ballot Process of the Company,
have given approval to certain material related party transactions up to a maximum amount of H 350 Crores in aggregate with each
related party for a total period of 3 financial years beginning financial year 2020-21 subject to the conditions that in a single Financial Year,
transactions upto H 150 Crores with Svaksha Distillery Limited and upto H 100 Crores with the other related parties can be made and such
transactions with each said related party shall not exceed the respective limits in any single financial year. Hence, the last year for approval
of the same will be considered as 2022-23.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 - B forming part
of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

STATUTORY AUDITORS

M/s AMRG & Associates, Chartered Accountants, New Delhi, (FRN: 004453N) were appointed as the Statutory Auditors of the Company to
hold office from the conclusion of 42^nd Annual General Meeting up to the conclusion of 47^th Annual General Meeting and further the same
will be re-appointed as Statutory auditor from the Conclusion of 47^th AGM till the conclusion of 52^nd AGM of the company.

There are no qualifications or reservation or remarks made by the Auditors in their Report.

SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE 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 Secretary, a firm of Company Secretary 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 2022-23 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, 2023, do not contain any qualification or
reservation or adverse remarks.

COST AUDITORS

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.

APPLICABILITY AND MAINTENANCE OF COST RECORDS

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.

AUDITORS’ REPORT

The Auditors’ Report is self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors’ Report.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

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 2022-23. 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 2022-23, M/s Mohan & Mohan, Chartered accountants (FRN 002612N), Bathinda have been re-appointed as
Internal Auditors for Financial Year 2023-24.

DIRECTORS AND OFFICERS INSURANCE (D &O)

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 31^st March, 2023, the Company has taken Directors and Officers Insurance Policy (D &
O) w.e.f. Financial Year 2022-23, for all of its Directors with a quantum and coverage as approved by Board of Directors.

LISTING OF SECURITIES

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 2023-24.

INDUSTRIAL RELATIONS

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

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC.

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 off during the year 2022-23:

STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE

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.

STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

It is hereby stated that the Company has duly complied with applicable Secretarial Standards for the year 2022-23.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 2022-23, 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- C forming part of this Report.

The Company has spent more than the CSR expenditure required to be made on CSR Activities under Section 135 of the Companies Act,
2013 read with relevant Rules thereto. The Company is endeavored to ensure full utilization of the allocated CSR budget.

GRATUITY

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

PARTICULARS OF THE EMPLOYEES

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 R 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- D forming part of this Report.

RISK MANAGEMENT

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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls. For the year ended on March 31,
2023, 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.

CAUTIONARY STATEMENT

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

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 31, 2023, 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, 2023 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;

The Directors had prepared the annual accounts on a going concern basis;

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.

DECLARATION REGARDING CODE OF CONDUCT

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.

ACKNOWLEDGEMENTS

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.

For and on behalf of the Board of Directors

(RAJINDER MITTAL) (SAT NARAIN GOYAL)

Managing Director Whole Time Director

DIN: 00033082 DIN: 00050643