Market & News

To

The Members

BCL Industries Limited

Your Director's are pleased to present the Forty Nineth Annual Report and the Audited Financial Statements of BCL Industries Limited ("the Company") for the Financial Year ended on March 31, 2025.

FINANCIAL HIGHLIGHTS

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this Board's

Report is prepared based on the operational performance of the Company for the year under review and the financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under section 133 of The Companies Act, 2013("theAct" ), read with rule 7 of The Companies (Accounts) Rules,

2014 ("the Accounts Rules").

(Rs. In Lacs)

ANNUAL PERFORMANCE SUMMARY

This financial year has been a landmark year for BCL Industries, marked by significant progress across our strategic priorities. This year, we proudly celebrate our 50th year since incorporation a milestone that reflects our resilience, foresight, and consistent ability to build a robust business foundation that thrives through all cycles.

Over the years, BCL has evolved its systems and processes, enabling the company to navigate diverse business cycles with resilience. Our risk management framework has strengthened considerably, allowing us to make prudent strategic choices—including phasing out segments that no longer align with our long-term priorities. Simultaneously, we have reinforced our focus on high-margin, growth-oriented businesses that enhance profitability and deliver sustained value to our shareholders.

BCL has grown to become one of India's leading grain-based ethanol and ENA manufacturers, currently operating a combined distillery capacity of 700 KLPD across Bathinda and Kharagpur. With the acquisition of Goyal Distillery Private Limited at Fatehabad (Haryana), which holds the necessary land and approvals, we are set to expand further with a 250 KLPD grain-based ethanol plant. Groundwork is progressing well, with construction expected to commence in the near term. Simultaneously, the 150 KLPD distillery project in Bathinda is underway, with all approvals in place and commissioning targeted by December 2025. In addition, the installation of a paddy straw-based boiler is in progress, aimed at reducing fuel costs and improving operational efficiency.

We are also evaluating a 20 metric ton per day bio-CNG plant which will utilize paddy straw, offering a practical solution to manage agricultural residue while generating additional value for local farmers.

Our 75 KLPD biodiesel plant in Bathinda is at an advanced stage of development and is expected to be fully commissioned by September 2025. Concurrently, we are executing a phased exit from the edible oil business, which is progressing as planned. Oil mill, solvent extraction, and rice mill units have been shut down as part of the planned exit, while the refinery remains operational to liquidate existing stock. This strategic move will enhance margins, unlock approximately H 90 crores in working capital, and reduce overhead costs associated with the lower-margin edible oil segment.

Following the reinstatement of FCI rice for ethanol production at a fixed price of INR 22.50 per kilogram, the industry has welcomed this policy as a positive development that enhances supply chain efficiency and optimizes surplus stock management. Raw material sourcing has partially shifted to FCI rice, with lower input costs expected due to incoming FCI rice and maize harvests. BCL has been allocated FCI rice for ethanol production, and our facility's flexibility to process multiple feedstocks—including maize and rice—positions us strongly to benefit from this change.

Our PML segment delivered a strong performance, with approximately 16,96,675 cases sold in FY25, supported by healthy demand. We continue to hold a significant market share in this segment and expect this momentum to sustain in the coming quarters.

For FY25, BCL reported total revenue of H 2,910 crores, marking a 32% year-on-year growth. EBITDA stood at H 214 crores, representing a 7.3% margin and a growth of 7.2% over the previous year. PAT came in at H 103 crores, up 6.6% from FY24. Our distillery segment recorded robust volume growth, with ethanol volumes rising by 51% to 1,95,685 KL. Revenue from the ethanol segment increased 63% year-on-year to H 1,392 crores. EBITDA for the segment stood at H 192 crores, reflecting a 7.8% year-on-year increase.

Looking ahead to FY26, we expect to sustain strong growth in both revenue and margins, supported by our strategic diversification efforts and improvements in raw material sourcing and cost management.

As BCL continues to evolve, our focus remains on leveraging our core expertise in grain procurement and processing to drive sustainable margins and long-term shareholder value.

We continue to evolve with a focus on innovation, efficiency, and long-term value creation. Going forward, we remain committed to strengthening our capabilities and delivering sustainable growth.

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 2024-25 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 2024-25 there has been no changes in the authorized equity share capital. However, during the financial year the paid-up Equity Capital has increased by INR 2,28,13,340 from INR 27,23,50,000 Cr. as on 31/03/2024 to INR 29,51,63,340 as on March 31/03/2025. The increase in paid the paid-up capital of the Company during the financial year is on account of the conversion of 22,81,334 warrants out 54,66,334 warrants 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.

DIRECTORS AND KMPs i. Appointments:

During the year under review, Mr. Kahan Singh Pannu was appointed as an independent Director of the Company w.e.f 12th August 2024

ii. Retirement by rotation:

In accordance with the provisions of the Companies Act,2013andArticlesofAssociationoftheCompany,Mr.

Rajinder Mittal, Managing Director of the Company will be retiring by rotation in the upcoming AGM.

Resignation/Retirement/ Removal of Directors:

During the year, Mr. R.C. Nayyar (independent Director) retired from the Board w.e.f 14th August 2024 after completing his tenure of 10 years.

iii. 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 circumstanceswhichmayaffecttheirstatusasIndependent 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).

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, 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.

Board Evaluation:

The Board has carried out an annual evaluation of its own performance, the Directors and also Committees of the BoardbasedontheguidelineformulatedbytheNomination

& 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 22/05/2024 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.

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.

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 2024-25, There was no change in Managerial Personnel.

CHANGE IN THE NAME OF THE COMPANY

There was no change in the name of the Company during the Financial Year 2024-25.

SUBSIDIARY COMPANY

As on 31st March 2025, the Company has 2 subsidiary companies viz. M/s Svaksha Distillery Limited (75% owned) and M/s. Goyal Distillery Pvt. Ltd. (100% owned). A separate statement containing the salient features of Financial Statements of the Subsidiaries 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 Companies 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.

DIVIDEND

The Board of Directors have recommended a dividend of 26 paisa/ share on 29,51,63,340 equity shares of face value of H 1 each, aggregating to H 767.42 Lakhs in respect of F.Y 2024-25. 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.

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 though not covered under top 1000 entities, based on market capitalization as on 31st March, 2025 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.

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 financial year the Company has transferred H 780373 (H Seven Lac Eighty Thousand Three Hundred Seventy Three only) to IEPF authority on account of the unpaid & unclaimed dividend for the financial year 2016-17.

Deposits

During FY25, your Company has not accepted any fresh deposits from the public in terms of the provisions of Section 73 of the Act. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2025 and all deposits have been paid off in totality.

Particulars of Loans, Guarantees or Investments

Your Company has not given any guarantee and/or provided any security to any body corporate, whether directly or indirectly, within the meaning of Section 186 of the Act. The details of loans have been disclosed in note no. 8 and details of investments have been disclosed in note no. 5 to the standalone financial statements forming part of this Report.

TRANSFER TO RESERVES

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

REPORTING OF FRAUDS

In terms of section 134(3) (ca) of the Act, during the Financial Year ended on March 31, 2025, the statutory auditors, cost auditors and the secretarial auditors have not reported to the Audit Committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

CREDIT RATING

During the year under review, the company continued to obtain Credit Ratings from the Agency named as Infomerics Valuations and Ratings Private Limited in relation to the various financial facilities it has obtained from banks as on 31st March, 2025.

CHANGE IN THE NATURE OF BUSINESS

At the end of the financial year under consideration the edible oil business has nearly been exited by the Company barring few sections of the plant being continued to fulfil pre-agreed commitments and is now primarily focussing on the Distillery segment only.

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

There have not been any material changes in the Company's operations.

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 https://www. bcl.ind.in/investors-pdf/694/Annual%20Return%20FY24-25.

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 contracts / arrangements / transactions entered into by the Company during the Financial Year ended on March 31, 2025 with related parties were in the ordinary course of business, on an arm's length basis, had no conflict with the interest of the Company and in accordance with the policy on related party transactions. All related party transactions are placed before the Audit Committee on a quarterly basis for review and approval. As provided under section 134(3)(h) of the Act and Rules made thereunder and the Listing Regulations, disclosure of particulars of material transactions (i.e. transactions exceeding 10,000 million. (Rupees Ten Thousand Million only) or 10% (ten percent) of the annual consolidated turnover as per the last Audited Financial Statements) with related parties entered into by the Company in the prescribed Form No. AOC-2 is annexed to this report as Annexure-A. Disclosures on related party transactions as per Ind-AS 24 are set out in the Notes to the Audited Standalone Financial Statements. As a part of the Company's annual planning process, before the beginning of a financial year, details of all the transactions proposed to be executed with related parties, including the estimated amounts of transactions to be executed and other relevant details, are approved by the Audit Committee and the Board.

Further approval is sought during the year for any new transaction / modification to the previously approved limits / terms of contracts with the related parties. This is followed by a quarterly review of the related party transactions by the Audit Committee. The policy on materiality of related party transactions and dealing with related party transactions is provided in a separate section of Corporate Governance Report, which forms a part of this Annual Report.

Pursuant to and in compliance with provisions of regulation 23(9) of the Listing Regulations, the Company has filed the related party transactions with the stock exchanges on the date of disclosing the standalone and consolidated financial results.

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. 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.

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

Theinformationrelatingtoconservationofenergy,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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company has received a show cause notice (SCN) from Securities and Exchange Board of India (SEBI) wherein the Company was asked to show cause as to why an inquiry should not be held against the Company and its Managing Director in terms of Rule 4 of SEBI (procedure of holding inquiry and imposing penalties) Rules, 1995 read with section 15-I of the SEBI Act, 1992 for the alleged violation of Regulation 31(4) of SEBI (listing obligations and disclosure requirements) regulations, 2015 read with relevant regulations of SEBI (Issue of capital and disclosure Requirements) Regulations, 2018 and SEBI (Prohibition of Insider Trading) Regulations, 2015. The matter was pursued and the Company and its Managing Director has received the settlement order nos. SO/AN/PR/2024-25/8146,8147 on March 6, 2025 from the office of the General Manager & Adjudicating / Enquiry Officer, Enquiries and Adjudication Department (EAD-5), Securities and Exchange Board of India (SEBI).

Below is the gist of the matter pursuant to SEBI Circular No. SEBI/HO/CFD/CFD-PoD 1/P/CIR/2023/123 dated July 13, 2023:

The Company has paid a fine of H 20,000 plus GST to BSE Limited and National Stock Exchange levied as per Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (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 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Standard Operating Procedure.

There was 20-day delay in filing the disclosure of related party transactions to the stock exchanges under regulation 13 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Quarter ending 31st march,2025 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.

As part of our good corporate governance practices, we are providing the following disclosures to ensure transparency and accountability.

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.

STATUTORY AUDITORS

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.

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 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 2024-25 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, 2025, do not contain any qualification or reservation or adverse remarks.

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.

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 2024-25 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 2024-25. The Cost Audit report shall be duly filed within prescribed time.

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 2024-25. During the year, the Company has appointed M/s Mohan & Mohan, Chartered accountants (FRN 002612N), Bathinda as the Internal Auditors of the Company.

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 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 2024-25.

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 2025-26.

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 of during the year 2024-25:

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 2024-25.

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 2024-25, in its pursuit to contribute to the society, BCL Industries Limited through its CSR arm, continued the construction of patients shelter home near All India Institute of Medical Sciences (AIIMS) Bathinda to provide subsidized accommodation to the patients and their relatives coming from far off places to reside there during their treatment at AIIMS. Till the end of the financial 2024-25, approx. 6 Cr. has already been spent of this project and is presently ongoing. Complete 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.

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 8.5 lakhs per month or

H 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.

RISK MANAGEMENT:

Pursuant to and in compliance with the provisions of section 134(3)(n) of the Act and regulation 21 of the Listing Regulations, the Company has constituted a Risk Management Committee ("RMC"). The details of the RMC and its terms of reference are set out in the Corporate Governance Report, which forms a part of this Annual Report.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and take advance actions to prevent or mitigate them. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. The Company has framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure.

During the Financial Year ended on March 31, 2025, the Company has reviewed its Risk Management Policy and no revision was made in the said Policy. Discussion on risks and concerns is covered in the MDA which forms a part of this Annual Report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

Pursuant to and in compliance with the provisions of section 134(5)(e) of the Act read with rule 8(5) of the Account Rules, the Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC"). For the Financial Year ended on March 31, 2025, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations.

The IFC operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved internal controls whenever the effect of such gaps would have a material effect on the Company's operations.

The Company has a well-placed, proper and adequate IFC system, which ensures:

€ Orderly and efficient conduct of its business,

€ Safeguarding of its assets,

€ Prevention and detection of frauds and errors,

€ Accuracyandcompletenessoftheaccountingrecords

and

€ Timely preparation of reliable financial information.

TheBoardreviewstheeffectivenessofcontrolsdocumented as a part of IFC framework and takes necessary corrective and preventive actions wherever weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and the Information Technology environment.

Based on this evaluation, no significant events had come to notice during the Financial Year ended on March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our IFC. The management has also come to a conclusion that the IFC and other financial reporting was effective during the Financial Year ended on March 31, 2025 and is adequate considering the business operations of the Company. The Statutory Auditors of the Company have audited the IFC with reference to Financial Reporting and their Audit Report is annexed as an Annexure to the Independent Auditors' Report under Standalone Financial Statements and Consolidated Financial Statements.

MANAGING RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES: i. Vigil Mechanism / Whistle Blower Policy:

The Company has built a reputation for business with honesty and integrity and it has zero tolerance for any type of unethical behavior or wrongdoing. The Company has in place a stringent vigil system to report unethical behavior in order to promote professionalism, fairness, dignity and ethical behavior in its employees.

Pursuant to and in compliance with the provisions of section 177(9) of the Act, rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the Listing Regulations, the Company has established vigil mechanism and framed Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy and Insider Trading Regulations. The Whistle Blower Policy is uploaded on Company's website and the weblink of the same is provided in a separate section of Corporate Governance Report which forms a part of this Annual Report.

ii. BCL Business Conduct Policy:

The Company has framed "BCL Business Conduct Policy" ("Business Conduct Policy") and is monitored by the managing Director of the Company. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Business Conduct Policy. The objective of the Business Conduct Policy is to conduct the business in an honest, transparent and ethical manner. The Business Conduct Policy provides for anti-bribery and avoidance of other corrupt practices by the employees of the Company.

GENERAL DISCLOSURES:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section

134(3) of the Act and rule 8 of the Accounts Rules to the extent the transactions took place on those items during the Financial Year ended on March 31, 2025.

During the Financial Year ended on March 31, 2025, the Company has not-

(i) issued any warrants, debentures, bonds or any other convertible or non-convertible securities,

(ii) issued any shares with differential voting rights, (iii) issued any sweat equity shares and (iv) made any changes in voting rights.

There are no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016 which can materially impact the business of the doing Company. There were no instances where your Company required the valuation for a one-time settlement or while taking the loan from the Banks or Financial institutions.

The equity shares of the Company were not suspended for trading during the Financial Year ended on March 31, 2025.

Disclosure pertaining to explanation for any deviation or variation in connection with certain terms of public issue, right issue, preferential issue, etc. is not applicable to the Company.

There were no revisions of the financial statements and the Board's Report during the Financial Year ended on March 31, 2025.

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in the future during the Financial Year ended on March 31, 2025.

In terms of section 134(3)(l) of the Act, apart from what is mentioned in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

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 31st, 2025, 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, 2025 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 thatsuchsystemswereadequateandoperatingeffectively.

DECLARATION REGARDING CODE OF CONDUCT

Directors, Key Managerial Personnel, and senior managementoftheCompanyhaveconfirmedcompliance 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.