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 ("the Act"), read with rule 7 of The Companies (Accounts) Rules,
2014 ("the Accounts Rules").

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
50^th 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 12^th August 2024

ii. Retirement by rotation:

In accordance with the provisions of the Companies
Act, 2013 and Articles of Association of the Company, 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 14^th 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
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).

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
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
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 31^st 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 31^st 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 31^st 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

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

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
31^st 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
31^st 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 31^st 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.

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.

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:

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 E 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,

® Accuracy and completeness of the accounting records

and

® Timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented
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 doing
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
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 31^st, 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
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