Your Board of Directors are pleased to present their report as a part of the 49^th Annual Report, along with the Audited
Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2025.

Financial results

The Standalone and Consolidated financial performance of the Company are summarised below:

Dividend and its Distribution Policy

In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), the Company has formulated
and adopted a dividend distribution policy, as approved
by its Board of Directors. The said Policy is available on
the website of the Company at the following web-link:
https://chini.com/sustainabiUtv/aovernance/poUcies/

The Board of Directors of the Company had declared an
interim dividend of 300% (i.e. H3.00 per share on Equity
Shares of the face value of H1/- each) for the Financial
Year ended 31^st March, 2025. Total outgo on the interim
dividend was H6,057.07 lakhs.

Your Company has announced the Poly Lactic Acid ("PLA")
project in February 2024 which would require a revised
capital outlay of H2,850 crores, which will be funded
through both internal accruals and debt.

During the year under review, the Board has approved
higher capacity of PLA project, optimised from 75,000
Tonnes Per Annum (TPA) to 80,000 TPA, with a revision
in the project's capital expenditure from H2,000 crores
(which was based on conceptual planning) to H2,850
crores (gross). In view of the above, the Board confirmed
the interim dividend declared and paid during the year as
final dividend.

Reserves and surplus

The Company has transferred an amount of H19,985.44 lakhs to the General Reserve. Additionally, H14.56 lakhs have been
transferred to the General Reserve on account of the cancellation of vested ESARs, in accordance with the requirements
of the relevant Indian Accounting Standards.

Operations

Change in Nature of Business

There is no change in the nature of the business of the
Company during the financial year.

However, as a forward integration/ diversification measure,
your Company had announced foray into manufacturing
of Polylactic Acid (PLA) in February 2024. Considering the
significance of the emerging business and the prospects
thereof, PLA has been identified as a separate reportable
segment. Presently, the PLA is in execution phase and is
expected to commence production by third quarter of
FY 27.

Non-Convertible Debentures

The Board of Directors of the Company at their meeting
held on 11^th February, 2023 approved the issuance of
14000 Senior, Unlisted, Secured, Redeemable, Rated
Non-Convertible Debentures (NCDs) of face value of
H1 lakhs each, aggregating to H14,000.00 lakhs, on private
placement basis to HDFC Bank Limited in compliance
with the applicable circulars issued by the Securities and
Exchange Board of India on issuance of debt-securities by
large corporates which was allotted on 27^th February, 2023.
The NCDs were issued for a tenure of 3 years from the
date of allotment with a put/ call option exercisable after
18 months from the date of allotment. In accordance with
the terms of the NCDs, the Company decided to exercise
the call option after the end of 18 months, accordingly the
NCDs were redeemed on 27^th August, 2024.

Industry scenario and outlook
Sugar

India entered the sugar season 2024-25 (October to
September) with an opening inventory of around 8.00 MMT
(Metric Million Tonnes). Gross sugar production for the
season 2024-25 is estimated at 29.5 MMT, compared to
34.0 MMT in previous season, which represented a decline
of ~4.5 MMT. There was a sugar diversion towards ethanol
in season 2024-25 that was estimated at ~3.5 MMT when

compared with 2.0 MMT in the previous season. Net sugar
production for the season 2024-25 is estimated at 26.0 MMT,
compared with the previous season's production of 32 MMT.

During the sugar season 2024-25 there is a decline in net
sugar production across India, primarily due to adverse
weather conditions. These conditions comprised sub¬
normal rainfall and excessive rainfall in key cane producing
regions. These factors impacted cane yields and sugar
recovery, moderating sugar production.

The government permitted the export of 1.0 MMT sugar
during sugar season 2024-25. It is expected that of the
export quota of 1 MMT, ~0.80 MMT would be exported.
The domestic demand for sugar is expected to be around
28 MMT, compared to 29.00 MMT in the previous season.
General elections during April-May 2024 enhanced sugar
demand in the previous season.

As a result, India's carry forward sugar stock as on 30^th
September 2025 is expected at around 5.20 MMT,
considered sufficient due to higher crop expectation in
the next sugar season (sugar season 2025-26)

Domestic sugar prices for UP-based millers ranged
between H37.30 and H41.50 per kg during the year ended
March, 2025. Export allowed by Government inspite of
lower sugar production has helped in firming up of sugar
prices and reaching to level of average cost of production
of sugar in the country. Ex-mill sugar prices in state of
Uttar Pradesh were ~H41/kg at the time of this report.

Ethanol

The Indian government implemented the ethanol blending
programme (EBP), wherein oil marketing companies
(OMCs) marketed petrol blended with ethanol as per BIS
specifications. The government targeted 20% ethanol
blending with petrol by 2025-26 and 30% by 2030.

Since 2014-15, the Indian government adopted the
ethanol pricing mechanism linked to fair and remunerative
price (FRP) of sugarcane. It mandated that ethanol prices,

whether higher or lower than petrol, would be adjusted
by oil marketing companies in the retail petrol price with a
full pass-through to consumers, ensuring that the pricing
mechanism would not be linked to crude prices. As a
result, over the years the sugar industry invested around
H40,000 crore (encouraged by policy measures) for
ethanol production through diverse sugar feedstock.

The sugar sector represented the backbone of the
ambitious ethanol blending programme since inception,
contributing over 80% of supplies up to 2021-22 ESY.
The sector contributed 73% to total ethanol supplies
in 2022-23 ESY. In the ethanol year 2023-24, the Indian
government imposed a restriction on the production of
juice based/B-heavy ethanol in view of a perceived lower
sugar production. For the ethanol year 2023-24 and
2024-25 no increase in ethanol prices was granted for the
juice/B-heavy route ethanol in spite of increase in the FRP
of sugarcane by ~11.5% from H305 per quintal to H340 per
quintal. In 2024-25, the restriction on ethanol production
was lifted as sugar production was adequate but ethanol
prices were not revised even after a recommendation of
the Expert Committee headed by the Joint Secretary.

The FRP of sugarcane increased by H15 per quintal to H355
per quintal for the season 2025-26 (increase of ~16.5%
following the last revision in ethanol prices).

The production of ethanol from juice and B heavy molasses
requires a sugar sacrifice that needs to be compensated
by an ethanol price sufficient to cover the value of sugar
sacrificed. A formula-based approach may be adopted to
determine price of ethanol after taking into consideration
the increase in sugar production cost due to an upward
revision in the FRP of sugarcane as per the past practice.

While the increase in FRP of sugarcane benefits farmers
and leads to higher production of sugarcane, it also
raises the cost of raw material for mills. Ensuring that the
ethanol procurement price is adjusted proportionately

will empower mills to absorb the increased cost without
financial strain. To enable sugar mills to divert excess
sugarcane to ethanol production and contribute to
Hon'ble Prime Minister's dream of achieving 20% ethanol
blending target by 2025-26 and 30% by 2030, the ethanol
price needs to be increased from existing levels to make its
production viable. Recognising the increase in cane cost
and consequent impact on sugar production cost, which
is sacrificed in ethanol production, ethanol prices should
follow an automatic revision following any FRP increase.

If the correct ethanol realisation is not fixed, this could
lead to the following:

Ý Lower diversion of sugar towards ethanol

Ý Build-up of sugar inventory that might result in lower
sugar realizations requiring compulsory sugar exports
that could need financial subsidy if global prices
are inadequate.

Ý Higher sugar inventory that could lead to lower sugar
prices, losses and delays in cane price payments
to farmers.

Sugarcane is a superior crop when it comes to water use
efficiency i.e. per unit of water consumed by sugarcane
gives the highest quantity of ethanol compared to other
crops. It is more efficient in land use and lowest by way
of GHG emissions when compared to other crops for
ethanol production. Sugarcane farmers get guaranteed
FRP as determined by the Government year-on-year and
relative gross returns are higher compared with other
crops as agreed to by the inter-ministerial committee.

The Table-1 shows that ethanol prices for ESY 2023-24
& 2024-25 where linkage was disregarded / ignored and
Table-2 shows the correct/desirable prices for Ethanol for
the upcoming ESY 2025-26.

Government policies

The government sustained most policies in the sugar
season 2024-25 as announced in previous years with the
objective of ensuring adequate domestic sugar availability,
supporting sugar realisations and ensuring timely farmer
payments. These policies included the unrestricted
diversion of sugar to ethanol and permitted sugar exports,
except for the non-revision of ethanol prices under the
juice and B-heavy routes for the second consecutive year.

The following policies of the government prevailed during
the season 2024-25:

Ý The fair and remunerative price (FRP) of sugarcane
for the sugar season 2024-25 was revised to H340
per quintal up from H315 per quintal in the previous
season (linked to a basic recovery rate of 10.25%).

Ý The State advised price (SAP) of sugarcane for Uttar
Pradesh remained unchanged at H370 per quintal (for
early maturing variety of sugarcane).

Ý Export were permitted up to 1 MMT during the
2024-25 season.

Ý Ethanol prices for the supply period from November
2024 to October 2025 remained unchanged at
H65.61per BL for ethanol produced from direct cane
juice/ sugar syrup and H60.73 per BL for ethanol
produced from B-heavy molasses . The ethanol price
under C-heavy route was increased by 3% to H57.97
per BL up from H56.28 per BL.

Ý The oil marketing companies decide differential prices
for ethanol produced from damaged/ surplus food
grains. For the supply period from November 2024 to
October 2025, the price for ethanol from damaged
foods grains, FCI surplus rice and maize remained
unchanged at H64.00 per BL, H58.50 per BL and H71.86
per BL respectively.

Ý A reduced GST rate of 5% on ethanol remained
in place.

Ý The duty structure on export and import of sugar
remained unchanged from the previous year.

Ý The minimum selling price of sugar and stock holding
limits on mills, in the form of maximum monthly sale
quotas, were continued.

Our expectations

Ý Increase the prices of juice, B-heavy based ethanol
in line with FRP hike, following the mechanism
adopted up to 2022-23 which considers the value of
sugar sacrificed.

Ý The minimum selling price of sugar (as part of the
policy framework) should be revised upwards in view
of the increase in FRP.

The Ethanol Policy has played a pivotal in balancing
the sugar sector by ensuring timely farmer payments,
protecting sugar mill viability and reducing the carbon
footprint. Future policies should sustain these benefits by
reverting to proven practices and ensuring appropriate
ethanol production through sugar diversion, accurate
ethanol pricing and sugar exports .

The government should announce the ex-mill price
of juice and B-heavy based ethanol prior to the tender
process, based on the pricing mechanism adopted up to
2022-23, linked to FRP of sugarcane and accounting for
sugar sacrificed. This could benefit all stakeholders and
support long-term sectorial sustainability.

Global scenario

The global sugar year 2024-25 began with two
fundamentals questions; the first one was how production
in CS Brazil would unfold for the 2024-25 sugar year and
the second was how much sugar would be allowed to be
diverted towards ethanol in India.

Global sugar production is estimated to increase by 2.8
MMT to ~186.6 MMT compared to 183.8 MMT in the
previous year. On the other hand, the global consumption
is estimated to reach a record 180.42 million tonnes,
slightly above last season's, according to the International
Sugar Organization (ISO).

Sugar production in Brazil is expected to decline to 40.1
MMT compared to 42.5 MMT in the previous season due
to lower sugarcane availability and reduced yields.

In Thailand the crushing season 2024-25 concluded
recently, with sugar production at 10.00 MMT compared
to 8.7 MMT in 2023-24.

China's production increased to 11.0 MMT up from 10.1
MMT in the previous season due to favourable weather
and improved yields.

Pakistan's production is expected at 6.8 MMT, owing to
higher harvested area and better yield.

EU and UK production is expected to remain stable at
~16.6 MMT compared to 16.7 MMT in the previous season.

We believe the next crop cycle in Brazil, India, Thailand,
the EU, UK and China will be higher compared to the
previous year, supported by satisfactory rainfall in many
sugarcane-growing regions.

We anticipate that the global sugar prices may strengthen
due to rising demand from China and other consuming
nations. Overall, the global sugar sector is expected to
benefit from positive tailwinds in the near future.

BCML's standalone performance during
FY 2024-25

Revenues earned from operations during the year stood at
H5,41,537.83 lakhs as compared to H5,59,374.01 lakhs for
the previous year, lower by 3.19%. Revenues were lower on
account of lower sugar and distillery volumes which were
partly offset by higher realizations from both segments.
The Company earned a total comprehensive income of
H34,586.77 lakhs during the year ended 31^st March 2025 as
compared to H44,134.06 lakhs in the previous year.

Segment-wise performance and outlook
Sugar

During the financial year ended 31^st March 2025, sugarcane
crushing stood at 1,033.99 lakhs quintals as compared to
1,084.52 lakhs quintals in previous year, a decrease of
4.66% over previous year. This was on account of lower
area under sugarcane and agroclimatic conditions issues
which resulted in lower availability of sugarcane.

Your Company is working closely with the farmers towards
cane varietal rebalancing which can be beneficial for both
the farmers and millers. The Company is providing farmers
with necessary agro-inputs and advice on various agro
practices to increase the farm yield and support clean
cane quality. Steps were also taken to educate the farmers
on modern agricultural practices.

Sugar recovery (net of sugar sacrifice under syrup and
B-heavy molasses route) for the year stood at 9.39%
as compared to 10.34% in previous year. During the
FY 2024-25 the Company has diverted 547.33 lakhs quintals
(52.9%) of sugarcane for producing B-heavy molasses as
compared to 600.37 lakhs quintals (55.4%) in previous year.
In addition, in FY 2024-25 Company diverted 105.91 lakhs
quintals (10.2%) towards syrup route ethanol as compared
to 47.69 lakhs quintals (4.4%) in the previous year. In this
process, the Company sacrificed 20.01 lakhs quintals of
sugar as compared to 15.02 lakhs quintals in the previous
financial year. Thus, the Company produced 97.07 lakhs
quintals of sugar as compared to 112.18 lakhs quintals in
the previous year as there no restriction on diversion of
sugar towards Ethanol in the current sugar season.

During the year under review, the Company sold 94.22
lakhs quintals of sugar as compared to 94.72 lakhs quintals
in previous year. During the previous year there was no
export on account of the restrictive government policy.
For the current year Company was allocated 31335 MT of
sugar for exports which was traded by the Company, as
per the permitted guidelines, for monthly domestic quota
to be allotted from April to August 2025.

Sugar realisation stood at H39.06 per kg as compared
to H38.00 per kg in the previous year. Current sugar
realizations in the state of Uttar Pradesh is ~H41.00 per kg.

Sugar inventory (including WIP) as on 31^st March 2025
stood at 71.43 lakhs quintals valued at ~H35.42 per kg as
compared to 68.63 lakhs quintals valued at ~H34.22 per kg
in previous year.

Distillery

Your Company's distillery segment delivered muted
performance during the year. Your company produced
2176.69 lakhs BL of industrial alcohol during the year
under review as compared to 2799.40 lakhs BL during the
previous year. Lower production was attributable to lower
availability of feedstock under Juice/B-heavy molasses
route owing to restrictions imposed by Government last
year which resulted in higher diversion of cane towards
C-heavy route thereby resulting in lower recovery of
industrial alcohol.

Ethanol production from syrup route in FY24-25 stood
at 837.43 lakhs BL as compared to 409.12 lakhs BL in
FY23-24. Ethanol production from B-heavy route stood at
719.97 lakhs BL compared to 1587.58 lakhs BL. Production
of ethanol from grains (rice and maize) decreased to
173.06 lakhs BL as compared to 456.87 lakhs BL in the
previous year.

Ethanol sales from syrup route was 815.61 lakhs BL at
an average realisation of H65.61 per BL as compared to
572.04 lakhs BL at an average realization of H65.61 per BL
in the previous year. Ethanol sales during the year from
B-heavy molasses stood at 807.71 lakhs BL at an average
realisation of H60.73 per BL as compared to 1438.37
lakhs BL at an average realisation of H60.73 per BL in the
previous year. Ethanol sales from C-heavy molasses stood
at 177.61 lakhs BL at an average realisation of H56.27 per
BL as compared to 41.57 lakhs BL at an average realisation
of H55.07 per BL in the previous year. Similarly, Ethanol
sales from grain route was 249.67 lakhs BL at an average
realization of H66.24 per BL as compared to 378.99
lakhs BL at an average realisation of H59.46 per BL in the
previous year.

Ethanol sales from C-heavy molasses was higher in the
current year as the Company was forced to produce
and sale ethanol produced from C-heavy molasses route
owing to restriction imposed on diversion last year with an
intent to restrict the sacrifice of sugar. Blended realisation
for industrial alcohol (including Ethanol, ENA etc.) sales
stood at H57.86 per BL as compared to H57.53 per BL in
previous year.

Co-generation

Your company no longer sees cogeneration as a separate
segment. Cogen has been merged with sugar while
incineration has been merged with distillery based on their
operational matrix. This was done as the basic purpose
of these were to meet the captive requirements and the
surplus power generated was exported.

From an operational perspective, power generated
during the year stood at 8180.98 lakhs units as compared
to 8976.53 lakhs units in the previous year, a decrease
of 8.86%. Power exported (to Uttar Pradesh Power
Corporation Limited (UPPCL) stood at 2275.45 lakhs units
as against 2910.01 lakhs units in previous year, a decrease
of 21.8%. Power exported under Open Access stood at
1371.08 lakhs units as compared to 1165.64 lakhs units
in previous year an increase of 17.6%. Average realization
for export of power to UPPCL stood at H3.56/unit as
compared to H3.51/unit in previous year. Similarly, average
realization of power exported under open access stood
at H5.48/unit as compared to H5.10/unit in previous year.
Average blended realisation for the year stood at H4.35 per
unit as compared to H3.97 per unit in previous year. Uttar
Pradesh Electricity Regulatory Commission ("UPERC") had
earlier reduced the power tariff. The matter of reduction
in tariff by UPERC is under litigation and is pending at
Hon'ble High Court Allahabad.

Others

Your Company manufactures Granular Potash Fertilizer,
Bio-Pesticides for the healthy and salubrious growth
of sugarcane. It produces mainly Potash derived from
Molasses (PDM). These products provide strength to sustain
under the draught conditions, increases metabolism and
root development.

Your Company sells these products to farmers and to India
Farmers Fertilizer Cooperative Limited (IFFCO). Revenues
during the year stood at H1,965.44 lakhs as compared to
H2,386.54 lakhs in previous year.

A detailed analysis of the Company's operations,
expectations and business environment has been
provided in the Management Discussion and Analysis
section, which forms a part of this Report.

Subsidiary, Associate and Joint Venture
Companies

The Company does not have subsidiary or Joint venture
companies. As on 31^st March, 2025, the Company has
one Associate Company, namely, Auxilo Finserve Private
Limited ("AFPL"). AFPL is a non-Systemically Important
Non-Deposit taking NBFC registered with Reserve Bank
of India. (RBI). The main objective of AFPL is to provide
education loan to students and ancillary services in relation
to the said business activity and infrastructure or working
capital loan to educational institutions. Contribution of
the AFPL to the overall performance of the Company has
been elaborated in the consolidated financial statements
forming part of this Report.

During the year ended on 31^st March, 2025, AFPL allotted
5,15,24,429 compulsorily convertible preference shares
(Series A CCPS), and 10 equity shares at H58.04 each

(with a face value of H10/- each at a premium of H48.04
per share), aggregating to H29904.79 lakhs on a private
placement basis to investors. Additionally, during the year
ended on 31^st March, 2025, AFPL has also allotted 8,31,850
equity shares with a par value of H10/- each upon exercise
of options by its employees, in accordance with the
Employee Stock Options Scheme. Due to the investment
made by investors in CCPS of AFPL, which are entirely
in nature of equity and the allotment of equity shares as
mentioned above, there is an eventual dilution of BCML's
ownership interest in AFPL from 33.72% to 30.47% as on
31^st March, 2025. AFPL continues to be an Associate of
the Company

During the Financial Year 2024-25, AFPL has earned
revenue of H52,809.72 lakhs as compared to H35,668.15
lakhs for the previous Financial Year and profit after tax
of H11,193.98 lakhs as compared to H6,921.87 lakhs for
the previous Financial Year. AFPL has registered growth of
48.06% and 61.72% in revenue and profit after tax over the
previous Financial Year, respectively.

During the year, no Company became or ceased to
become Subsidiary, Joint Venture or Associate of
the Company.

Consolidated Financial Statements

In compliance with the provisions of Section 129(3) of
the Companies Act, 2013 (as amended) (the "Act") and
implementation requirements of the Indian Accounting
Standards Rules on accounting and disclosure
requirements, as applicable, and as prescribed under
Regulation 33 of the Listing Regulations, the Audited
Consolidated Financial Statements forms part of this
Integrated Annual Report.

Pursuant to Section 129(3) of the Act, a statement in Form
AOC-1 containing the salient features of the financial
statements of the Company's Associate Company is also
provided in this Integrated Annual Report.

The audited financial statements of the Company
including the consolidated financial statements and
related information of the Company are available on the
website of the Company at www.chini.com. Since, the
Company doesn't have any subsidiary, the requirement
under Section 136 of the Act about separate financial
statements of subsidiaries does not apply to it.

Share Capital

During the year under review, your Company has allotted
1,53,126 equity shares to its employees under "BCML
Employees Stock Appreciation Rights Plan 2023" on 11^th
November, 2024. As a result, the equity share capital of
the Company increased to H2019.02 lakhs consisting of
20,19,02,371 equity shares of H1 each as on 31^st March,

2025 from H2017.49 lakhs consisting of 20,17,49,245
equity shares of H1 each as on 31^st March, 2024. The equity
shares issued under the Scheme rank pari passu with the
existing equity shares of the Company.

During the year, your Company did not issue any shares
with differential voting rights or sweat equity shares.
However, Employee Stock Appreciation Rights (ESARs)
were granted to eligible employees on 17^th May 2024 and
11^th November, 2024. The details of the shareholding in
the Company held by the Directors as of 31^st March, 2025
are set out in the Corporate Governance Report, which
forms part of this Report.

BCML Employees Stock Appreciation Rights
Plan 2023 (“ESAR 2023"/ “Plan")

During the year, the Company granted Employees Stock
Appreciation Rights ("ESARs") to eligible employees of
the Company, with a view to reward the talents working
with the Company, attract new talents, and to retain
them for ensuring sustained growth. The Nomination
& Remuneration Committee ("NRC") of the Board
of Directors formulated the BCML Employees Stock
Appreciation Rights Plan 2023 ("ESAR 2023"/ "Plan") which
was approved by the Board of Directors of the Company at
its meeting held on 21^st March 2023 and by the members
through Postal Ballot on 23^rd April, 2023 in accordance
with Section 62(1)(b) of the Companies Act, 2013 read
with Regulation 6 of the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ["SEBI (SBEB & SE) Regulations"],
prescribed by the Securities and Exchange Board of India.

The Company also obtained the in-principle approval
from the BSE Limited and the National Stock Exchange
of India Limited for the grant of ESARs under the Plan
to the employees of the Company. Further, the NRC of
the Board of Directors of the Company vide its meeting
held on 17^th May, 2024 and 11^th November, 2024, has
further granted 59,118 and 3,51,093 ESARs to eligible
employees respectively. The necessary accounting for
the above has been made in the books of accounts in
the respective period. Details of the accounting method
in accordance with Ind AS 102 - Shared Based Payment,
have been provided in note no. 38(4)(a) of the standalone
and consolidated financial statements.

Further, the disclosure in terms of Regulation 14 of the
"SEBI (SBEB & SE) Regulations" is available on the website
of the Company at https://chini.com/wp-content/
uploads/2025/08/ESAR.pdf

A certificate from M/s MKB & Associates, the secretarial
auditor confirming that the ESAR 2023 have been
implemented in accordance with the "SEBI (SBEB & SE)

Regulations" has been obtained and the same is available
for electronic inspection of the Members during the AGM
of the Company.

BCML Restricted Stock Unit Scheme 2025
(“RSU 2025" /“Scheme")

During the year, the Nomination & Remuneration
Committee ("NRC") Board has offered "BCML Restricted
Stock Unit Scheme 2025 ("RSU 2025" / "Scheme") on 7^th
February, 2025 subject to members approval. Accordingly,
approval of members were sought through Postal Ballot
and the members approved the RSU 2025 on 16^th March,
2025. The Company has also received in-principle
approval for listing of 25,00,000 (Twenty-Five lakhs) equity
shares from BSE Limited and National Stock Exchange
of India Limited on 8^th April, 2025 and 16^th April, 2025
respectively. Further, the NRC of the Board of Directors
of the Company vide its meeting held on 15^th May, 2025,
has granted 10,17,352 RSUs. A certificate from M/s MKB
& Associates, the secretarial auditor confirming that the
RSU 2025 have been implemented in accordance with the
"SEBI (SBEB & SE) Regulations" has been obtained and the
same is available for electronic inspection.

Material Changes and Commitments

Except those disclosed in this Integrated Annual Report,
there are no material changes and commitments affecting
the financial position of the Company between the end
of the Financial Year i.e. 31^st March, 2025 and the date of
this Report.

Credit Rating

Details of Credit Ratings assigned to the Company are
given in the Corporate Governance Report which forms
part of this Report.

Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read
with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a
period of seven years from the due date is required to be
transferred to the Investor Education and Protection Fund
("IEPF"), constituted by the Central Government. In terms
of the IEPF Rules, during the financial year ended 31^st
March 2025, your Company had transferred H41.67 lakhs
to the IEPF, being the unpaid and unclaimed dividend
amount pertaining to the year 2017.

Pursuant to the provisions of IEPF Rules, all shares in
respect of which any dividend which has not been paid or

claimed for seven consecutive years shall be transferred
by the Company to the designated Demat Account of
the IEPF Authority ('IEPF Account') within a period of thirty
days of such shares becoming due to be transferred to the
IEPF Account. Accordingly, during the financial year ended
31^st March 2025, your Company had transferred 53,419
equity shares of face value of H1 each after following the
prescribed procedure.

Details of dividends that are due for transfer to IEPF for
the next 7 (seven) years on their respective due dates, are
available on the website of the Company at https://chini.
com/investors/unpaid-dividend-iepf/

Board of Directors and its Composition

The Board of the Company is duly constituted with
optimum combination of Executive and Non-Executive
Directors, the details of which is elaborated in the
Corporate Governance Report annexed to this Report.

Directors and Key Managerial Personnel
(KMP)

i. Appointment / Resignation / Cessation of
Director:

Mr. Chandra Kishore Mishra (DIN: 02553126) was
appointed as an Additional Director (Non-Executive
Independent Director) on the Board of the Company
with effect from 17^th May, 2024, and was regularized
at the 48^th Annual General Meeting of the Company
(AGM) held on 31^st July, 2024.

ii. Retirement by Rotation:

In accordance with the provisions of Section 152
of the Companies Act, 2013, read with Companies
(Management & Administration) Rules, 2014 and
Articles of Association of the Company, Ms. Avantika
Saraogi (DIN: 03149784), Executive Director of the
Company, who retires by rotation at the ensuing
AGM and being eligible, has offered herself for re¬
appointment and the Board recommends her re¬
appointment on the same terms and conditions.

None of the Directors of the Company are disqualified as
per the applicable provisions of the Act.

No other changes occurred at the Board level.

In compliance with Regulation 36(3) of the Listing
Regulations read with para 1.2.5 of SS-2 issued by Institute
Company Secretary of India, brief resume of the Director
proposed to be re- appointed forms part of the notes and
explanatory statement to the Notice of the ensuing AGM.

iii. Key Managerial Personnel:

During the year under review, pursuant to the
provisions of Sections 2(51) and 203 of the Companies

Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Key Managerial Personnel of the Company are:

1. Mr. Vivek Saraogi, Chairman and Managing Director

2. Mr. Praveen Gupta, Whole Time Director

3. Ms. Avantika Saraogi, Whole Time Director
designated as Executive Director

4. Mr. Pramod Patwari, Chief Financial Officer and

5. Mr. Manoj Agarwal, Company Secretary

There were no changes in the Key Managerial
Personnel of the Company. Details pertaining to the
remuneration of KMPs paid during the year has been
provided in the Annual Return.

Separate Meeting of Independent Directors

Details of the separate meeting of Independent Directors
held in terms of Schedule IV of the Companies Act, 2013
and Regulation 25(3) of the Listing Regulations is given in
the Corporate Governance Report attached to this Report.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 (7) of the Act read
with Rules made thereunder and in terms of Regulation
25(8) of Listing Regulations, the Independent Directors
have submitted declarations confirming that:

i. they meet the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013
read with Schedule and Rules framed thereunder
and Regulation 16(1)(b) of the Listing Regulations, as
amended and that during the year, there has been no
change in the circumstances affecting their status as
Independent Directors of the Company;

ii. in terms of Regulation 25(8) of the Listing Regulations,
they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective independent judgment and
without any external influence;

In terms of Regulation 25(9) of the Listing Regulations,
the Board of Directors has ensured the veracity of the
disclosures made under Regulation 25(8) of the Listing
Regulations by the Independent Directors of the Company
and is of the opinion that they fulfil the conditions specified
in the Act and the Listing Regulations and that they are
independent of the management.

The Independent Directors have confirmed compliance
with the Company's Code of Conduct as formulated by
the Company and also with the Code for Independent
Directors prescribed in Schedule IV to the Act. As required
under Rule 6 of the Companies (Appointment and

Qualification of Directors) Rules, 2014, all the Independent
Directors of the Company have valid registration with the
Independent Director's database maintained by the Indian
Institute of Corporate Affairs and also completed the
online proficiency test conducted by the Indian Institute
of Corporate Affairs, wherever required.

The Board of Directors confirm that the Independent
Director appointed during the year also meet the criteria
of integrity, expertise, experience and proficiency in terms
of Rule 8 of the Companies (Accounts) Rules, 2014 (as
amended).

Board Meetings

The Board met 7 (seven) times during the financial
year under review, the details of which are given in the
Corporate Governance Report attached to this Report.

Committees of the Board

Pursuant to various requirements under the Companies
Act, 2013, Listing Regulations and voluntarily the Board
of Directors has constituted/ reconstituted (whenever
necessitated) various committees such as Audit
Committee, Nomination & Remuneration Committee,
Stakeholders' Relationship Committee, Corporate Social
Responsibility Committee, Risk Management Committee,
Environmental, Social and Governance Committee and
Executive Committee. The details of composition, terms
of reference, number of meetings held during the year
under review and other related details, pertaining to these
committees are mentioned in the Corporate Governance
Report attached to this Report.

Audit Committee

The composition, role and functions of Audit Committee,
is provided in the Corporate Governance Report which
forms part of this integrated annual report.

All recommendations made by the Audit Committee
during the year were accepted by the Board.

Policy on Selection and Remuneration
of Directors

The Company has in place a Policy on Selection &
Remuneration of Directors, KMP and Other Employees
and on Board Diversity ("Remuneration and Board
Diversity Policy") which provides for process w.r.t.
selection, appointment and remuneration of directors, key
managerial personnel and senior management employees
including other matters as provided under Section 178(3)
of the Companies Act, 2013.

Following are the salient features of the Remuneration
and Board Diversity Policy:

Ý to provide criteria and terms and conditions with
regard to identifying persons who are qualified to
become directors (executive and non-executive
including independent directors), key managerial
personnel and persons who may be appointed in
senior management positions.

Ý to recommend the remuneration of the directors,
key managerial personnel and senior management
personnel in alignment with the Company's business
strategies, values, key priorities and goals.

Ý to provide rewards linked directly to the effort,
performance, dedication and achievement of the
Company's targets by the employees.

Ý to monitor and periodically review and recommend
improvement in board diversity aspects and measure
progress accordingly.

Ý undertake any other matters as the Board may decide
from time to time.

The Remuneration and Board Diversity Policy is annexed
as Annexure III to this report and can also be accessed at
https://chini.com/sustainabilitv/aovernance/policies/.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17 of the Listing Regulations, the Board has
carried out the evaluation of its own performance and that
of its Committees as well as evaluation of performance
of the individual directors. The manner in which the
evaluation has been carried out has been explained in the
Corporate Governance Report attached to this Report.

Particulars of Employees

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies
Act, 2013 ('Act') read with Rule 5(1) the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 ('Rules'), are given in Annexure I enclosed
hereto and forms part of this report.

In accordance with the provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Rules, a statement
showing the names and other particulars of employees
drawing remuneration in excess of the limits set out in
the aforesaid Rules form part of this Report. However, in
line with the provisions of Section 136(1) of the Act, the
Report and Accounts as set out therein and which are to
be laid before by the company in the general meeting,
are being sent to all Members of your Company and to all
the persons other than the members, who are so entitled,
excluding the aforesaid information. The said information
is available for inspection through electronic mode. Any

Member, who is interested in obtaining these particulars,
may write at secretarial@bcml.in for the same.

Directors' Responsibility Statement

The Board of Directors acknowledge the responsibility for
ensuring compliance with the provisions of Section 134(3)
(c) read with Section 134(5) of the Companies Act, 2013
('Act') in the preparation of the annual accounts for the
year ended 31^st March, 2025 and state that:

i. In the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any;

ii. The Directors have 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 and of the
profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on
a going concern basis;

v. The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and are
operating effectively; and

vi. There is a proper system to ensure compliance with
the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Internal Financial Controls

The Company's internal control systems commensurate
with the nature of its business, the size, and complexity
of its operations and such internal financial controls with
reference to the Financial Statements are adequate. During
the year, such controls were reviewed, and no reportable
material weakness was observed.

Deposits

During the year under review, the Company has not
accepted any deposit from the public and consequently,
there are no outstanding deposits in terms of the
Companies (Acceptance of Deposits) Rules, 2014.

Inter-Corporate Loans, Guarantees and
Investments

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the financial statements
forming part of this Integrated Annual Report.

Related Party Transactions

During the Financial Year ended 31^st March, 2025, all
transactions with the Related Parties as defined under
the Act read with Rules framed thereunder, were in the
ordinary course of business and at arm's length basis.
During the year under review, your Company did not enter
into any Related Party Transaction which requires approval
of the Members. There have been no materially significant
related party transactions made by the Company with the
Promoters, the Directors or the Key Managerial Personnel
which may be in conflict with the interests of the Company
at large.

Since all related party transactions entered into by your
Company were in the ordinary course of business and
at arm's length basis and not material, therefore, details
required to be provided in the prescribed Form AOC - 2
are not applicable to the Company. The Policy on Related
Party Transactions as approved by the Board can be
accessed on the Company's website at following web-link:
https://chini.com/sustainabilitv/aovernance/policies/

The details of the related party transactions are set out in
the notes to the financial statements.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 (as amended), the
Company has a Corporate Social Responsibility ("CSR")
Committee. The details of composition and meetings
held during the year of the Committee are mentioned in
the Corporate Governance Report.

The CSR activities of the Company are majorly focused
on sustainable livelihood, education, including skill
development for women empowerment, healthcare,
sanitation & safe drinking water; rural development
and environment sustainability. The Company also
participated in the PM Internship Scheme launched
during the year. During the year, the excess amount
spent during the previous FY 24 of H408.54 lakhs, has
been set off against the mandatory CSR obligation of
H1024.95 lakhs of FY 25, pursuant to which the current
year CSR obligation amounted to H616.41 lakhs. During
the year, the Company has spent H740.75 lakhs towards

CSR and accordingly the excess amount available for
set-off till FY 2028 is H124.34 lakhs. The Corporate Social
Responsibility Policy of the Company as approved
by the Board can be accessed on the Company's
website at following web-link: https://chini.com/
sustainabilitv/aovernance/policies/ and also enclosed
as Annexure IV.

Impact Assessment

In line with the Companies (Corporate Social Responsibility
Policy) Amendment Rule 2021, the Company is obligated
to assess the impact of its CSR projects. Accordingly, the
Company has appointed an independent impact assessment
agency viz. SoulAce Consulting Private Limited ("SoulAce) to
assess out the impact of the societal activities carried out
by the Company under its Corporate Social Responsibility
interventions. As per the Impact Assessment Report issued
by SoulAce for FY 2023-24 (mandatory part) and FY 2024-25
(voluntary part), the CSR interventions of the Company
have created a very meaningful and needful impact in the
community and the chosen thematic areas have shown
growth, outcomes and impact across all the location. The
CSR Committee and the Board of Directors of the Company
took a note of the same at their respective meetings held on
15^th May, 2025, respectively. The Impact Assessment Report
is available on the Company's website at the following web-
link: https://chini.com

The details of the CSR initiatives undertaken by the
Company during the Financial Year 2024-25 are outlined in
the initial section and the Annual Report on CSR activities
which along with CSR Policy is attached as Annexure IV.

Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo

The particulars relating to the conservation of energy,
technology absorption and foreign exchange earnings
and outgo as required under Section 134(3)(m) of
the Companies Act, 2013, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 are given in Annexure
II attached hereto and forms part of this Report.

Risk Management Policy and Framework

The policy on risk assessment and mitigation procedures
as laid down by the Board are periodically reviewed by
the Risk Management Committee, Audit Committee and
the Board. The policy facilitates identification of risks at
appropriate time and ensures necessary steps to be taken
to mitigate the risks. The Company is on track with respect
to its risk mitigation measures. Brief details of risks and
concerns are given in the Corporate Governance Report
and Management Discussion and Analysis Report.

Vigil Mechanism / Whistle Blower Policy

In terms of the requirements under Section 177 (9) and
(10) of the Companies Act, 2013 read with the relevant
Rules, Regulation 22 of the SEBI Listing Regulations and
SEBI (Prohibition of Insider Trading) Regulations, 2015,
as amended, the Company has a Vigil Mechanism /
Whistle Blower Policy to deal with unethical behaviour,
victimisation, fraud and other grievances or concerns,
if any. The Policy also provides for direct access to the
Chairman of the Audit Committee, in appropriate or
exceptional cases as provided for in the Whistle Blower
policy of the Company. The above-mentioned whistle
blower policy is available on the Company's website at
the following web-link: https://chini.com/sustainability/
governance/policies/

During the year under review, no complaint was received
under the Vigil Mechanism / Whistle Blower Policy of
the Company.

Significant and Material Orders

There are no significant/ material orders passed by the
Regulators/ Courts / Tribunals which would impact the
going concern status of the Company and its future
operations. However, Member's attention is drawn to the
statement on contingent liabilities, commitments in the
notes forming part of the Financial Statements.

Auditors

Statutory Auditors and their Audit Report

M/s. Lodha & Co LLP (Firm's ICAI Registration No. -
301051E), were re- appointed as Statutory Auditors of the
Company, for the second term, at the 46^th AGM of the
Company held on 27^th August, 2022, to hold office for a
further term of 5 (five) years, till the conclusion of the 51^st
AGM, in terms of the provisions of Sections 139 and 141
of the Companies Act, 2013 ('Act').

The reports given by the Auditors, M/s. Lodha & Co LLP
on the standalone and consolidated financial statements
of the Company for the financial year ended 31^st March,
2025 forms part of this Integrated Annual Report and
there is no qualification, reservation, adverse remark or
disclaimer given by the Auditor in its Report.

The Auditors of the Company have not reported any
fraud in terms of the second proviso to Section 143(12)
of the Act.

Secretarial Auditors and their Audit Report

Pursuant to the provisions of Section 204 of the Act
read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the Company has
appointed M/s. MKB & Associates, Practicing Company

Secretaries, (Firm Reg no. P2010WB042700, Peer Review
Certificate No. 1663/2022) to undertake the secretarial
audit of the Company for the Financial Year 2024-25. The
Secretarial Audit Report for the Financial Year 2024-25 is
attached as Annexure VI and forms part of this Report.
The contents of the said Audit Report are self- explanatory
and do not call for any further comments by the Board.
The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

During the year under review, the Secretarial Auditor did not
report any instance of fraud committed in the Company
by its officers or employees under Section 143(12) of the
Act, the details of which need to be mentioned in the
Board's report.

Pursuant to Regulation 24A of the Listing Regulations
every listed entity, is required to appoint peer reviewed
Secretarial Auditor for the term of 5 years (maximum 2
terms) in the AGM and on the recommendation of the
Audit Committee, the Board recommends appointment
of M/s MKB & Associates, Practicing Company Secretaries,
Kolkata, (Firm Registration No. P2010WB042700) for first
term of five consecutive years, i.e., to hold office from the
conclusion of 49^th AGM till the conclusion of 54^th AGM of
the Company.

Pursuant to the SEBI Master Circular no. SEBI/HO/
CFD/PoD2/CIR/P/0155 dated November 11, 2024

and as per the NSE and BSE circulars dated March 16,
2023, the Company is in the process of obtaining the
Annual Secretarial Compliance Report from M/s. MKB
& Associates, Practicing Company Secretaries and shall
submit the same to the Stock Exchanges within the
prescribed timelines.

Cost Auditors and their Audit Report

M/s. Mani & Co., Cost Accountants, (Firm Registration No:
000004) were appointed as the Cost Auditors to conduct
the audit of the Company's cost records for the financial
year ended 31^st March, 2025.

The Cost Audit Report, for FY 2023-24, was filed with the
Central Government within the statutory timelines and for
FY 2024-25 will be filed within the prescribed timelines.
The Company maintains the cost records as per the
provisions of Section 148(1) of the Act.

In accordance with the provisions of Section 148(3) of
the Act, read with Rule 14 of the Companies (Audit and
Auditors) Rules, 2014, as amended, the remuneration of
H4.80 lakhs plus applicable taxes and reimbursement of
out-of-pocket expenses payable to the Cost Auditors for
conducting cost audit of the Company for Financial Year
2025-26 as recommended by the Audit Committee and
approved by the Board has to be ratified by the Members
of the Company. The same shall be placed for ratification
of the Members and shall form part of the notice of
the AGM.

The Cost Auditors in its Report issued during the financial
year, did not report any instance of fraud committed in
the Company by its officers or employees under Section
143(12) of the Act, the details of which need to be
mentioned in the Board's report. There was no disclaimer,
qualification or adverse remarks given by the Auditor in
the Report.

Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial
Standards, i.e., Secretarial Standard on Meetings of
the Board of Directors (SS-1) and Secretarial Standard
on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India.

One Time Settlement with the Banks or
Financial Institutions

No one time settlement with Banks or Financial Institutions
were entered during the year.

Proceeding under the Insolvency &
Bankruptcy Code, 2016

No application / proceeding by / against the Company
were made or is pending as on 31^st March, 2025, under
the provisions of the Insolvency and Bankruptcy Code,
2016 (as amended).

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section
92(3) of the Companies Act, 2013 read with Rule 12 of
the Companies (Management and Administration) Rules,
2014, the draft annual return of the Company for the
Financial year ended 31^st March, 2025 is uploaded on the
website of the Company and can be accessed at https://
chini.com/investors/financials/ .

Prevention of Sexual Harassment

The Company has zero tolerance towards sexual
harassment at workplace and has adopted a policy viz.,
Policy on Prevention of Sexual Harassment in line with
the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 (POSH Act). The Company is also in compliance
with the provisions of the POSH Act, with respect to the
constitution of Internal Complaints Committee. During
the year under review, no complaint/case was filed or was
pending for redressal.

Corporate Governance & Management
Discussion and Analysis Report

In terms of the provisions of Regulation 34(2)(e) read
with Schedule V of the Listing Regulations, the Corporate
Governance Report and the Certificate on the compliance
of conditions of Corporate Governance forms part of

the Integrated Annual Report and are given separately
as Annexure V and the Management Discussion and
Analysis Report is given in Page no. 128 of the Integrated
Annual Report.

Business Responsibility & Sustainability Report

Your Company is committed to economic, social,
environmental and cultural growth equitably and
sustainably and creating a positive business environment.
Over the years, BCML has worked to enrich lives
across communities.

During the year, your Company had appointed an
independent third party to compute, unit-wise GHG
emissions (Scope 1, 2 & 3) for second year in a row and
carried out Life Cycle Assessment (LCA) of its raw material
i.e. sugarcane. A comprehensive de-carbonisation
roadmap has also been drawn in furtherance of our ESG
objectives, which is being further fine tuned in view of the
current LCA done.

In terms of Regulation 34 of the Listing Regulations read
with relevant SEBI Circulars, new reporting requirements
on ESG parameters were prescribed under "Business
Responsibility and Sustainability Report" ('BRSR'). The BRSR
seeks disclosure on the performance of the Company
against nine principles of the "National Guidelines on
Responsible Business Conduct" ('NGRBCs').

As per the SEBI Circulars, from financial year 2022-23, filing
of BRSR is mandatory for the top 1000 listed companies
by market capitalisation. Accordingly, for the financial year
ended 31^st March 2025, your Company has published its
third BRSR.

BRSR is annexed as Annexure VII and forms part of the
Integrated Annual Report.

Suspense Escrow Demat Account

In accordance with SEBI Master Circular No. SEBI/HO/
MIRSD/ POD-1/P/ CIR/2024/37 dated 7^th May 2024, a
separate Suspense Escrow Demat Account had been
opened by the Company with a Depository Participant for
crediting unclaimed shares in dematerialised form lying

for more than 120 days from the date of issue of Letter of
Confirmation(s) to the members in lieu of physical share
certificates to enable them to make a request to DP for
dematerialising their shares.

Annexures forming part of this Report

The Annexures referred to in this Report and other
information which are required to be disclosed are
annexed herewith and forms part of this Report:

Appreciation

Your Directors take this opportunity to thank all the
stakeholders including the Central Government and
State Governments, members, farmers, customers,
dealers, State Bank of India, HDFC Bank, ICICI Bank,
Axis Bank, Kotak Mahindra Bank, IndusInd Bank, Punjab
National Bank, other banks and financial institutions and
all other business associates & vendors for their excellent
support. Your Directors also wish to place on record their
deep appreciation for the committed services by your
Company's employees.

For and on behalf of the Board of Directors

Sd/- Sd/-

Avantika Saraogi Vivek Saraogi

Date: 15^th May, 2025 Executive Director Chairman and Managing Director

Place: Kolkata DIN - 03149784 DIN - 00221419