DIRECTORS' REPORT

The Directors have pleasure in presenting the 109^th Report of your Company for the Financial Year
(FY) ended on 31^st March 2026, together with the Audited Financial Statements (both Standalone and
Consolidated), Auditor’s Reports and the Comments of Comptroller & Auditor General of India on the
Accounts of the Company and other Statements/ Reports attached thereto.

FINANCIAL SUMMARY & HIGHLIGHTS

*The Board’s Report is based on Standalone Financial Statements of the Company and this information
is given as an additional information to the Members.

OVERVIEW OF THE STATE OF THE

COMPANY’S AFFAIRS

•    The Company recorded net turnover of
Rs.2,78,459.58 Lakhs during the FY 2025-26 as
against Rs.2,57,762.84 Lakhs in FY 2024-25,
which is an increase of 8.03% over last year.

against Rs.31,378.99 Lakhs in FY 2024¬
25. The increase is majorly attributable to
the performance by Travel & Vacation and
Logistics businesses.

• The Reserve and Surplus of your Company
increased to Rs.1,38,448.31 Lakhs as on 31^st
March 2026 as compared to Rs.1,35,694.55
Lakhs as on 31^st March 2025.

CHANGE IN THE NATURE OF BUSINESSES

There is no change in the nature of businesses of
the Company during the FY 2025-26.

TRANSFER TO RESERVES

During the FY 2025-26, no amount has been
transferred to General Reserve.

SHARE CAPITAL

The paid-up Equity share capital of the Company
as on 31^st March 2026 stood at Rs.1,71,00,38,460
consisting of 17,10,03,846 Equity Shares of
Rs.10/- each fully paid up. During the FY 2025¬
26, the Company had not issued any share with
differential voting rights nor had granted any stock
option or sweat equity share.

DIVIDEND

During the FY 2025-26, the Company declared
and paid an interim dividend of Rs.4.25 (Rupees
Four and Paise Twenty-Five only) per fully paid-
up equity share on 19^th March 2026 through
electronic mode. The dividend was paid to those
shareholders whose names appeared in the
records of the Company as on the cut-off date,
being Wednesday, 11^th March 2026 (end of day).

Further, dividend of Rs.4.25/- (Rupees Four and
Paise Twenty-Five only) per fully paid up Equity
Share, on the entire paid up equity share capital of
the Company has been recommended by the Board
of Directors for the FY 2025-26 (in addition to the
interim dividend already paid), for declaration by
the Members at the ensuing 109^th Annual General
Meeting (AGM) to be held on 21^st September
2026. The dividend, if declared, will be paid within
statutory time limit of 30 days from the date of
such declaration by way of electronic mode to
those Shareholders who would be holding shares
of the Company as on the cut-off date i.e. Monday,
14^th September 2026, (end of day). In respect of
shares held electronically, dividend will be paid
to the beneficial owners, as on the cut-off date
i.e. Monday, 14^th September 2026, (end of day)
as per details to be furnished by their respective
Depositories, i.e., either Central Depository
Services (India) Ltd. or National Securities

Depository Ltd. As per Securities and Exchange
Board of India (SEBI) Master Circular dated 6^th
February 2026, in respect of security holders,
holding shares in physical form and whose Folios
do not have PAN and KYC details, any payment
of dividend shall be made electronically only upon
complying with the requirements stated in Para
20.1 of the said Master Circular. The dividend to
be paid shall be subject to Tax Deducted at Source
and other applicable provisions of the Income Tax
Act, 2025.

The trend of dividend declared and paid by the
Company in the past and paid/recommended for
the FY 2025-26 is depicted below:

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of the Company
is uploaded on the Company’s website at the link:

https://www.balmerlawrie.com/storage/codes-
policies/Doc 1741870151.pdf

The dividend recommended by the Board is in
line with the above policy.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR AND THE
DATE OF THE REPORT

There have been no material changes and
commitments affecting the Financial Position of
the Company occurred between the end of the FY
2025-26 and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis

Report as per the provisions of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations”) and
Guidelines on Corporate Governance for Central
Public Sector Enterprises, 2010 by Department of
Public Enterprise (DPE) is attached separately as
‘Annexure- 1’.

CONSOLIDATED FINANCIAL STATEMENTS

The Financial Statements and Results of your
Company have been duly consolidated with its
Subsidiary, Associate(s) and Joint Ventures,
pursuant to applicable provisions of the Companies
Act, 2013 ("the Act”) & allied Rules, the Listing
Regulations and Indian Accounting Standards
(Ind-AS).

Further, in line with first proviso to Section 129(3)
of the Act read with the allied Rules, Consolidated
Financial Statements prepared by your Company
include a separate Statement in Form ‘AOC-1’
containing the salient features of the Financial
Statement of your Company’s Subsidiary,
Associate(s) and Joint Ventures, which forms part
of the Annual Report.

REPORT ON SUBSIDIARY, ASSOCIATES
AND JOINT VENTURE COMPANIES AND
THEIR CONTRIBUTION TO THE OVERALL
PERFORMANCE IN THE COMPANY

The Company had adopted Policy for determining
‘Material subsidiaries’ with effect from 28^th March
2015. During the FY 2018-19, the Company
had revised the Policy for determining Material
Subsidiaries in terms of the amended Listing
Regulations w.e.f. 1^st April 2019. Further, during
the FY 2024-25, the Company had again revised
the Policy for determining Material Subsidiaries in
terms of the amended Listing Regulations w.e.f.
10^th February 2025. The Policy may be accessed
on the Company’s website at the link:

https://www.balmerlawrie.com/storage/codes-
policies/Doc 1741869874.pdf

As per the aforesaid policy, Visakhapatnam Port
Logistics Park Limited does not appear to be
Material Subsidiary of your Company.

The contribution to the income of Balmer Lawrie
& Co. Ltd. from Subsidiary, Associate(s) and Joint
Venture Companies are as under:

FINANCIAL STATEMENT OF SUBSIDIARY
COMPANY

In line with the provisions of Section 136 of
the Act, your Company has placed audited
accounts of its Subsidiary on its website -https://
www.balmerlawrie.com/storage/files/item-04-
audited-annual-accounts-dt-06052026-of-vplpl-
fy2025-26.pdf

Members shall be provided the financial statement
of the Subsidiary Company as per requisitionmade
by them in writing.

A brief write-up about the Subsidiary, Associates
and Joint Venture Companies of your Company,
inter-alia, reporting about their respective
performance, financial position and other
significant events is presented hereunder:

REPORT ON SUBSIDIARY

Visakhapatnam Port Logistics Park Limited
[VPLPL] - Subsidiary

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

This state-of-the-art facility includes:

•    A Container Freight Station (CFS), designed
to handle EXIM cargo efficiently.

•    An Open yard storage facility, providing ample
space for diversified cargos.

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

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

•    1.30 KM Rail Siding, allowing it to handle up
to 4 rakes per day, thus, ensuring seamless
transportation logistics.

The MMLH caters to both bonded and non¬
bonded cargo and offers value-added services
such as customs clearance, sorting, grading,
aggregation, disaggregation and freight handling.
The MMLH project was chosen to be developed
in Visakhapatnam, due to the presence of Natural
Port, which acts as a gateway to the vast industrial
market of the far-east countries.

During the FY 2025-26:

(i)    CFS business segment handled 5006 TEUS
of Export cargo and 9084 TEUS of Import
cargo, generating a revenue of Rs.1339
Lakhs, as compared to revenue of Rs.1589
Lakhs, earned in the previous FY 2024-25.

(ii)    Railway Siding business segment handled
149 rakes as against 62 rakes handled in the
previous FY 2024-25. This business segment
experienced a growth of 140%, in terms of
number of rakes handled by the JVC, thereby
generating a revenue of Rs.207 Lakhs as
against Rs.145 Lakhs earned in the previous
FY 2024-25.

(iii)    Closed Warehouse business segment
operated with 100% capacity utilisation thereby
generating a revenue of Rs.130 Lakhs, as
compared to revenue of Rs.114 Lakhs, earned
in the previous FY 2024-25.

(iv)    Open Yard business segment operated with
100% capacity utilisation thereby generating
a revenue of Rs.217 Lakhs as compared
to revenue of Rs.318 Lakhs earned in the
previous FY 2024-25. Though the capacity
utilisations in both the years were the same,

the revenue declined in the FY 2025-26, since
there was no utilisation of the undeveloped
portion comprising of 11.5 acres of land for the
whole year, which falls under this segment.

(v) TCW business segment was not operational
due to urgent repairs, which could not be
carried out due to financial constraints.

During the FY 2025-26, VPLPL was able to
maintain its EBITDA at Rs.544 Lakhs (Previous FY
2024-25: Rs.543 Lakhs) by decreasing operating
and administrative expenses thereby resulting in
decrease of loss from Rs.1671 Lakhs (FY 2024¬
25) to Rs.1570 Lakhs (FY 2025-26).

To ensure long term operational stability and
better asset utilisation, VPLPL has entered
a Strategic Alliance Management Operator
(SAMO) contract with Bothra Shipping Services
Private Ltd., with effect from 1^st April 2026. This
contract is for a period of 10 years with 5 years
lock-in, which is extendable for another period
of 5 years. Under this SAMO arrangement, the
JVC will get a fixed monthly fee with escalation
applicable from the 4^th year and variable fee,
subject to monthly volume handled by the SAMO
operator. This will help VPLPL in timely servicing
of its loan taken from Power Finance Corporation
Ltd. and is expected to have positive bottom-line
in the next few years.

REPORT ON JOINT VENTURES/ASSOCIATE(S)

Balmer Lawrie (UAE) LLC (BLUAE)

The FY of operation for BLUAE is calender year
and hence this report is for the period of January
to December 2025.

The overall performance and the financial results
for the year 2025 was commendable in view of
continuing adverse geopolitical situation and
significant decrease in raw material prices.

Increased sales volumes were achieved in most of
the major product segments. The turnover for the
year increased moderately in spite of decrease in
raw material prices and consequential decrease
in selling prices and driven mainly by increase in
sales volumes in almost all product categories.

Due to this reason, the Net profit margin decreased
marginally in 2025 as compared to 2024.

The Company has set and embarked on an
ambitious Sales target in two phases, by 2027
and by 2030. In order to achieve these targets,
the Company has major expansion projects lined
up for commissioning in 2026 & 2027.

The Company continues to give utmost importance
to people focused growth and customer focused
approach.

Elegant Industries LLC

The performance of Elegant Industries LLC, as
subsidiary of BLUAE was highly commendable
in the third year of operations under the fold of
Balmer Lawrie (UAE) LLC. Elegant Industries LLC
could achieved highest ever sales performance
in volumes in 2025. Significant improvement in
operations and performance was achieved in the
year 2025.

Balmer Lawrie-Van Leer Ltd. (BLVL)

BLVL is a Joint Venture between BL and M/s. Greif
International Holding B. V.

The FY 2025-26 witnessed geopolitical tensions,
shifts in trade, supply chains disruption and uneven
economic growth. The company emerged with
an impressive performance for the consecutive
year prioritising resilience, productivity and trust-
based decisions. The company believes in strong
customer relationships across all the segments as
a catalyst for long-term value creation.

The company focused on high-quality, innovative
products and customised packaging solutions
aligned with principles of circular economy.
BLVL strived for all round growth as a Steel and
Plastic packaging business solution provider
to industries like lubricants, leather chemicals,
specialty chemicals, construction chemicals,
fine chemicals, bitumen, food, aromatic, inks,
paint and automobiles. The company has taken
constructive steps to increase production of rubber
products thereby opening new global avenues.
The food packaging, automotive components
and rubber segment manufacturing capabilities
were increased on completion of dedicated

manufacturing facilities at Bengaluru, Pune and
Dehradun.

BLVL earned a revenue of Rs.543.25 Crores
and PBT of Rs.51.30 Crores in FY 2025-26. The
Steel drum closures in Mumbai and Bengaluru
have been impacted due to reduction in exports.
Revenue and volume of rubber products have
grown as compared to last year. The Plastic
Divisions at Turbhe, Dehradun, Dahej and
Chennai were able to keep the operational cost
in control and increase its margins in the current
year. The combined overall PBT of both Steel
Drum Division and Plastic Drum Division was
higher as compared to that of the previous year.
BLVL Plastic division is contemplating to widen its
footprint in the eastern part of India.

During the year, BLVL broadened its sustainability
agenda with greater adoption of renewable energy,
enhanced energy efficiency and circular economy
practices. The mandatory use of recycled plastic
and reusable packaging is adopted by the
Company despite ambitious recycled content
targets, challenge of collection, segregation and
quality recycle availability.

Avi-Oil India Private Ltd. (AVI-OIL)

Avi-Oil India Private Limited is a joint venture
of Indian Oil Corporation Limited, BL (both
Public Sector Units) and Neden Holding B.V.,
Netherlands (NYCO Group, France). The motto
is to provide AVI-OIL’s customers with high-
quality products, first-class support and technical
expertise. It invests a lot of effort in R&D to deliver
the most innovative solutions combining safety
and environmental performance.

AVI-OIL’s vision is to leverage its technical
knowledge, innovation-oriented mindset and
chemical manufacturing capability to be a global
provider of solutions for the markets they choose
to serve. The product segments are:

•    Civil aviation lubricants

•    Military lubricants complying with international
specifications

•    Ground gas turbines lubricants

•    Synthetic ester base stocks for lubricants,
plasticizers, dielectric fluids

•    Synthetic lubricants for industrial and
automotive applications

•    NYCOGREEN: environmentally considerate
and biodegradable esters and lubricants

During the FY 2025-26, AVI-OIL achieved an
increase in net sales of 34% from Rs.12,447 Lakhs
for FY 2024-25 to Rs.16,699 Lakhs for current FY
2025-26 with a volume increase of 25.4% from
1,946 KL for previous FY 2024-25 to 2,441 KL for
FY 2025-26.

PT Balmer Lawrie Indonesia (PTBLI)

PTBLI is a 50:50 Joint Venture Company between
"PT Imani Wicaksana”, Indonesia and "Balmer
Lawrie & Co. Ltd.”, India. The business of the Joint
Venture is to manufacture and sale of Greases
and Lubricants in Indonesia and adjoining regions.

PTBLI has 3 (three) business verticals:

•    Industrial & Direct B2B

•    Retail Channel Business

•    Contract Manufacturing Business

The FY 2025-26 witnessed decline in top line
by around 14% (57 Billion I DR in FY 2025-26
against 66 Billion IDR in FY 2024-25) resulting in
net loss of 15 Billion IDR in FY 2025-26 against
a net loss of 18 Billion IDR in last FY 2024-25.
The corresponding volume declined by 11% (1941
MT/KL in FY 2025-26 against 2185 MT/KL in FY
2024-25). The decline in top line is mainly due to
the decrease in total volume in FY 2025-26 w.r.t.
FY 2024-25 and also because of drop in sales of
Grease, which contributes more to sales turnover
vis-a-vis oil.

The JV witnessed major challenges in meeting
customer requirement with higher credit period
typical of Indonesia market and had to be selective
in servicing customers owing to severe pressure in
the cash flow and high over-head cost ever since
the Pertamina business went away from PTBLI in
2022 which used to account for nearly 80% of the
volume with 30 days credit term.

Indonesia continues to be a hub for economic
growth in SE Asia and is currently witnessing stiff
competition from major international players in
Lubricants to grow their business in this market,
which will require further investments and
promotional cost by every player interested in
growth in this market.

In order to exploit the market potential which
requires capital infusion and fresh investment,
PTBLI’s Board has decided to bring in a strategic
partner to achieve this objective and submitted the
proposal for approval to the concerned Ministry.
It may be expected that this exercise will be
completed by the end of FY 2026-27.

The Board of Directors of BL, at its Meeting held
on 6^th August 2025, approved the proposal for
disinvestment of part or entire equity stake held by
BL in PTBLI to a suitable Strategic Investor/Partner,
subject to receipt of necessary approvals from the
concerned Ministries, Government authorities and
other regulatory bodies, as applicable. Requisite
approval(s) and direction(s) from the concerned
Ministry are awaited.

CESSATION(S)/CHANGE IN SUBSIDIARY/
ASSOCIATE/JOINT VENTURE COMPANIES
DURING THE YEAR

During the FY 2025-26, there were no instances
of cessation / change in Subsidiary / Associate
Joint Venture Companies.

MEMORANDUM OF UNDERSTANDING
(MOU)

MOU for FY 2024-25 -

Every year, your Company signs an MOU with
the Government of India, Ministry of Petroleum
and Natural Gas based on guidelines issued by
the Department of Public Enterprises (DPE). The
MOU targets include revenue from operations,
operating profit to revenue, PAT/Net Worth,
capital expenditure, receivable management,
capacity utilisation and research and development
initiative, etc. Periodic review on achievement of
MOU was carried out throughout the year. MOU
evaluation for the FY 2024-25 has been received
and the MOU rating of the Company for the FY
2024-25 was ‘Very Good’.

BL’s performance in FY 2025-26 in some of the
main parameters of MOU 2025-26 is provided
below:

a.    Achievement against Physical Parameters-•    Production of Barrels and Drums-

SBU:Industrial Packaging has achieved
production of 49.12 Lakhs Barrels and
Drums in FY 2025-26.

•    Production of Greases & Lubricants-

SBU:Greases and Lubricants has achieved
production of 34294 MT/KL Greases and
Lubricants in FY 2025-26.

•    Sale of Airline Tickets- Travel and
Vacations business has achieved booking
of 36.85 Lakhs tickets in FY 2025-26.

•    Handling of Marine Containers (TEU) at
CFSs- The CFSs have handled 180479
number of containers (TEUs) in FY 2025¬
26.

b.    Exports / Income from Overseas / Import
Consumption - The details pertaining to
export consumption is covered in Note no.
42.15 of Standalone Financial Statements for
FY 2025-26.

c.    Expenditure on R&D (including Innovation
Initiatives- The details pertaining to
expenditure on R&D is already covered in this
Report.

d.    Onboarding on TReDS platforms- Details
of BL’s registration on TReDS platform is as
below-

e.    Timely payment to MSE vendors (directly or
through TReDS) within prescribed timelines
under the MSMED Act, 2006- During the FY
2025-26, BL made timely payments to MSE
vendors. No payment was made beyond 45
days and no payment are pending beyond
45 days from date of actual delivery of goods
and/or services (or from the date of resolution
of objection, where objections are raised by
the buyer in writing within 15 days of delivery/
services).

f.    Procurement through GeM as a percentage
of total procurement- During the FY 2025-26,
BL including its Subsidiary Company procured
Rs.841.96 Crores through GeM which is
40.62% of its total annual procurement of
Rs.2072.57 Crores.

g.    Procurement from MSE (including
Subsidiary Company) along with the break¬
up of procurement from MSEs-

Total Annual value available for procurement
from MSE in FY 2025-26 was Rs.388.62
Crores.

Procurement done through MSE was
Rs.286.49 Crores in FY 2025-26.

Procurement done through SC/ST owned
MSE was Rs.3.87 Crores in FY 2025-26.

Procurement done through Women MSE was
Rs.6.91 Crores in FY 2025-26.

h.    Health and Safety Initiatives for Human
Resources- The details pertaining to Health
and Safety Initiatives for Human Resources is
already covered in this report.

MOU evaluation for FY 2025-26 shall
be performed in FY 2026-27 as per the
Guidelines issued by the Department of Public
Enterprises.

HUMAN RESOURCE MANAGEMENT
(HRM)

BL continues to recognise its people as key
to business performance. The Company’s

HR framework focuses on ensuring capability
availability, strengthening leadership pipeline
and maintaining a fair, transparent and compliant
people ecosystem. HR policies and processes are
periodically reviewed and aligned with business
requirements to enable effective execution across
units and functions.

During FY 2025-26, the HR focus remained on
strengthening talent acquisition for critical roles,
scaling learning and development interventions
including digital and external platforms,
sustaining employee engagement and well-being
initiatives and ensuring disciplined performance
management through the e-PMS framework. The
approach has been to build business focused
organisational capability while maintaining
process integrity and alignment with Government
Guidelines.

Talent Acquisition

The Company continues to uphold a fair, equitable
and transparent approach to talent acquisition.
During the year, the recruitment process was
further strengthened through enhanced use
of technology and continued emphasis on
automation, including Robotic Process Automation
(RPA), resulting in improved efficiency. Further
improvement is expected with migration to SAP
S4 HANA environment for a more streamlined
e-recruitment system.

BL is committed to providing equal employment
opportunities to all eligible candidates across
the country. Vacancies are advertised through
Hindi and English language national dailies and
regional newspapers and are also hosted on the
Company’s website. Reputed online job portals
and professional networking sites are used for
enhanced outreach.

The Company continues to engage experienced
professionals at middle and senior levels along
with entry-level hiring. During the year, recruitment
of Diploma Engineers was undertaken through all
India advertisement and written tests. Recruitment
of Graduate Engineers and MBA (Equivalents) as
Executive Trainees has been planned to augment
the talent pipeline.

The Company adheres to Presidential directives
with regard to reservation of posts and applicable
relaxations / concessions.

A structured onboarding framework was
implemented for supervisory trainees which
included induction inputs, leadership interaction
and familiarisation with Company operations.

The Company has successfully inducted 37
(Thirty-Seven) Executives and 31 (Thirty-One)
Officers (Non-Unionised Supervisors) during the
year to reinforce the Company’s performance and
bolster the Company’s capabilities in all business
areas.

Learning and Development

BL aligns its learning and development initiatives
with the strategic goal of enhancing organisational
capability and productivity. The Company
continues to invest in building technical, functional
and leadership competencies in line with evolving
business requirements, while ensuring statutory,
safety and well-being training for compliance and
a culture of health and safety.

To strengthen learning delivery and accessibility,
digital learning initiatives have been expanded
through SCORM-based and modular content. Online
modules support induction of lateral hires as well as
awareness on Purchase / Procurement procedures
and Cyber Security. The Company also leverages
centralised Government capacity building initiatives
such as the Karmyogi platform and nominates
officers to external programmes including SCOPE’s
DAKSH for senior leadership development.

To foster a robust learning culture and enhance
performance, the Company has developed
SCORM-based and movie-based digital learning
modules tailored to meet specific business needs.
Online modules have been created for induction of
lateral hires and for creating awareness of business
domains, functions, policies as also awareness on
emerging concepts viz. Cyber Security.

The Company continues its focus on leadership
development and inclusion through the Women
Leadership Development Program ‘Pragati’, aimed
at equipping female employees with the skills and

confidence to take on larger roles, thereby building
a pipeline of future women leaders.

During the year, the Company sustained its focus
on continuous capability building. Total of 2500+
training days were delivered through a mix of in¬
house and external programs across employee
categories, reflecting its commitment to a learning-
driven organisation.

Urja - Balmer Lawrie’s Wellness Initiative

The Company remains committed to fostering
holistic well-being of employees.

During the year, wellness interventions were
sustained under the Urja initiative, including the
Corporate Yoga Program and Parenting Wellness
Program, conducted at regular intervals.

The Corporate Yoga Program catered to
employees and their family members, contributing
to improved physical and mental well-being. The
Parenting Wellness Program supported working
parents by providing guidance and practical
strategies to effectively balance professional and
parenting responsibilities.

Managing Performance

The Company’s e-Performance Management
System (e-PMS) continues to serve as a
comprehensive performance management and
developmental framework for Regular Employees
as well as Fixed Term Contract Personnel. The
framework is anchored on objective assessment of
goal achievement, development of competencies
and demonstration of organisational leadership
values.

During the year, the Company maintained 100%
online submission of ACR/APAR for all Non¬
Unionised employees, along with adherence to
prescribed timelines.

The Company plans to further align the
performance management system with industry
best practices, as the e-Process gets migrated
to SAP S4 HANA environment with desired value
additions, in an effort to make the process fairer,
more equitable and capable of driving business
growth.

Performance related Incentives

BL continues to adhere to the Department of
Public Enterprises (DPE) Guidelines for revision
of pay for Public Sector Executives, including the
framework for implementation of Performance
Related Pay (PRP) as prescribed by the 3^rd Pay
Revision Committee.

Employee Engagement and Welfare

The Company fosters employee engagement
through a calendar of year-round activities
during significant events like Foundation Day,
International Women’s Day, National Safety
Week, World Environment Day, International Day
of Yoga, Hindi Fortnight, Vigilance Awareness
Week, Cyber Security month, festivals like Holi,
Diwali, Christmas, etc. The calendar has been
further enriched with the year long 160^th year
celebrations that commenced from 1^st February
2026. Employees participate whole heartedly
in such engagement programs. Some of the
programs viz. Foundation Day, Diwali, etc. provide
for engagement of employees’ families and
children in the celebrations.

Welfare & representation of SCs, STs, OBCs,
PwBDs, EWS

During the year, in the Executive & Officers (NUS)
cadre, 6 (Six) employees in the SC category, 21
(Twenty-One) employees in the OBC category, 2
(Two) employees in the ST category and 9 (Nine)
women employees were recruited.

The actual number of employees belonging to the
following categories, group-wise, as on 31^st March
2026 is given below:

[*] On and from 08^th September 1993 onwards

Implementation of The Persons with Disabilities
[Equal Opportunities, Protection of Right and
Full Participation] Act, 1995 and The Rights of
Persons with Disabilities Act, 2016

The Company continues to comply with the
provisions of the Persons with Disabilities Act,
1995 and the Rights of Persons with Disabilities
Act, 2016. Reservation rosters are maintained
in line with statutory requirements, including
provision for 4% reservation for persons with
benchmark disabilities.

The Company has in place an ‘Equal Opportunity
Policy’ in accordance with the provisions of the
Rights of Persons with Disabilities Act, 2016 and
related Rules, ensuring non-discrimination and
equal access in employment.

Employee Relations

BL continues to maintain harmonious industrial
relations and remains committed to strengthening
bipartite forums, grievance redressal mechanisms
and participative management practices.

During the course of the year, discussions on
revision of wages and service conditions were
initiated with unions representing regular workers.

The collective bargaining negotiations are
expected to culminate into Long Term Settlements
valid for 5 years.

Implementation of Official Language

To ensure implementation of Official Language
policy of the Government of India, the Company
has taken several steps to promote usage of Hindi
in official work. 23 workshops were organised
during the year in which 378 employees
were trained on usage of Hindi in Official work.
Hindi Pakhwada was celebrated at all locations
of the Company during the month of September
2025.

On the occasion of World Hindi Day, an all India
Hindi Seminar was organised at Puducherry
on 10^th January 2026. We have also trained
21 employees in Hindi Prabodh, Praveen and
Pragya courses. Implementation of the Official

Language Policy is top driven in the company
and Hindi is used in all the activities of CSR,
Company’s Foundation Day, Town Hall meetings,
World Environment Day, Safety Week, Vigilance
Awareness Week and International Women’s Day.
For promotion of Hindi in Official work, file covers
are now being printed with bilingual designations /
daily routine notings.

Empowerment of Women

The Company continues to promote diversity
and inclusion by ensuring representation of
women employees across business verticals and
regions, supported by a safe and conducive work
environment.

Women employees have a significant presence
across Service Businesses, particularly in Travel
& Vacations.

The Company remains committed to advancing
women in leadership roles, with representation at
senior levels and in key business and functional
positions. Initiatives such as the Women Leadership
Development Program ‘Pragati’ continue to support
leadership development and recognition of women
employees.

During the year, International Women’s Day was
marked through interactions with senior women
leaders, and a Women’s Self Defence workshop.
Events for participation of women were also
organised as part of the 160^th Foundation Day
celebrations.

Welfare of the Weaker Sections

BL continues to promote diversity and inclusion
in its workforce, with representation from SC/
ST/OBC communities, persons with benchmark
disabilities and other under-represented sections,
in line with Government guidelines.

The Company strictly prohibits employment of
persons below 18 years of age, whether directly or
through contractors. Age verification is undertaken
at the time of recruitment, and the Company does
not engage with vendors or agencies that employ
child labour, mandating adherence to this standard
across its value chain.

The Company follows a non-discriminatory
approach in matters relating to recruitment, career
progression, training, transfers and compensation.
Equal opportunity is ensured across all categories
of employees, while providing for affirmative action
in line with constitutional and statutory provisions
for SC/ST/OBC/EWS/Minority communities and
persons with benchmark disabilities.

In all recruitments involving candidates from
reserved categories, Selection Committees are
constituted in accordance with Government
guidelines, including representation from the
relevant community to safeguard their interests.

Community Development and Social Welfare

During FY 2025-26, BL continued to strengthen
its commitment towards building sustainable and
inclusive communities through need-based, high-
impact Corporate Social Responsibility (CSR)
initiatives. The Company’s CSR interventions
are aligned with Schedule VII of the Act and the
UN Sustainable Development Goals (SDGs)
contributing meaningfully to India’s inclusive
and sustainable development agenda. Through
its flagship CSR initiatives—BLISS (Balmer
Lawrie Initiative for Self-Sustenance) and
SAMBAL (Samaj Mein Balmer Lawrie)—the
Company continued to improve the quality of life
of underserved communities through strategic
interventions in healthcare, education, skill
development, livelihood, women empowerment,
environmental sustainability and sports promotion.

Key Initiatives and Focus Areas1. Healthcare & Sanitation

Healthcare remained one of the Company’s
key focus areas during the year. BL expanded
access to quality healthcare through several
flagship initiatives, including the launch of
a Floating Boat Clinic in the remote riverine
islands of the Sundarbans and a Mobile Health
Unit serving underserved urban communities
in Delhi. The Company also implemented
preventive healthcare programmes covering
maternal and child healthcare, menstrual
hygiene management, health camps and
health education.

Further strengthening inclusive healthcare,
digital hearing aids were provided to children
with hearing disabilities, while dedicated
programmes supported the health and
nutritional needs of psychosocially challenged
destitute individuals. The Company also
enhanced sanitation infrastructure through
the construction of toilet facilities for girl
students and promoted hygiene awareness in
communities.

2.    Education & Skill Development

Education and skill development continued to
remain focused to the Company’s community
development strategy. During FY 2025-26, BL
established Smart Classrooms, strengthened
school infrastructure through classroom
construction, digital learning facilities,
computer laboratories, sanitation facilities and
school renovation initiatives, creating a more
enabling learning environment for children.

The Company also continued its support to
Skill Development Institutes (SDIs) under the
aegis of the Ministry of Petroleum and Natural
Gas, promoting youth employability across
multiple regions. Dedicated vocational training
programmes for rural women enhanced
livelihood opportunities and economic self¬
reliance, while support to One Teacher Schools
helped improve access to quality education in
tribal and underserved communities.

3.    Innovation

Demonstrating its commitment to innovation-
led development, the Company also supported
IIT Roorkee towards the development of the
‘Eco Spray - Autonomous Smart Pesticide
Sprayer’, promoting sustainable and
technology-driven agricultural practices.

4.    Environmental Sustainability & Community
Well-being

BL continued its efforts towards environmental
sustainability and community well-being
through Swachh Bharat initiatives, cleanliness
drives, sanitation awareness campaigns,
plantation programmes and community

engagement activities across its operational
locations. During the FY 2025-26, the Company
planted around 15,000 saplings, including
mangrove plantations in the Sundarbans,
contributing to biodiversity conservation,
climate resilience and ecological restoration
while promoting environmental stewardship
among local communities.

Sports Promotion

The Company continues to encourage employee
participation in sports activities. BL is a member
of the Petroleum Sports Promotion Board (PSPB)
and provides necessary support for promotion of
sports and related activities.

The Company also organises inter-unit sports
events to promote fitness, teamwork and employee
engagement. The Company also proudly provides
travel related services to Indian sportspersons for
attending sporting events.

Extending its commitment beyond conventional
CSR, BL extended support to Olympic Gold Quest
for supporting potential athletes and para-athletes
preparing for the Los Angeles Olympic and
Paralympic Games 2028, contributing towards
India’s sporting excellence.

Centralized Public Grievance Redressal and
Monitoring System (CPGRAMS)

BL continues its focus on effective grievance
redressal with designated officers available at
the Head Office for addressing public grievances.
Details of the Grievance Redressal Officer are
available on the Company’s website.

The Company also facilitates use of the Centralised
Public Grievance Redress and Monitoring System
(CPGRAMS), the web-based platform of the
Department of Administrative Reforms and Public
Grievances (DARPG), accessible through the
corporate website.

Grievances are addressed through coordinated
efforts with emphasis on timely and qualitative
resolution. Root cause analysis is undertaken
and service standards are reviewed, wherever
required, to prevent recurrence.

Web link for accessing various policies of the
Company

Towards better Corporate Governance and
transparency, various policies of the Company
including Codes of Conduct, as also various
Policies viz. ‘The Whistle Blower Policy’, ‘Fraud
Prevention Policy”, ‘Enterprise Risk Management
Policy’ etc. are maintained online on the
Company’s website. The same can be accessed
on the following link -https://www.balmerlawrie.
com/goverance/codes-and-policies

Disclosures regarding constitution of the
Internal Committee and complaints under the
Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act,
2013

Constitution of Internal Committee (IC)

The Company has complied with provisions
relating to constitution of IC under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act,
2013), in terms of Section 134(3)(q) of the Act read
with Rule 8(5)(x) of the Companies (Accounts)
Rules, 2014.

The Company maintains duly reconstituted
Internal Committees in all four regions namely
Eastern, Western, Northern and Southern Region
(Separate ICs have been constituted in Bengaluru,
Hyderabad and Chennai) of the country under the
POSH Act, 2013. The following is furnished in
terms of the Companies (Accounts) Rules, 2014
and the POSH Act, 2013:

A.    Details as per the Companies (Accounts)
Rules, 2014:

i)    Number of complaints of sexual harassment
received in the year - Nil

ii)    Number of complaints disposed off during
the year - Nil

iii)    Number of cases pending for more than
ninety days - Nil

B.    Details in terms of Section 22 of the
Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act,
2013:

a)    Number of complaints filed during the
Calendar Year 2025 - Nil

b)    Number of complaints disposed off during
the Calendar Year 2025 - Nil

c)    Number of complaints pending as on end
of the Calendar Year 2025 - Nil

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

The Company has complied with the provisions
related to the Maternity Benefit Act, 1961.

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

Annual Report on CSR Activities

1. Brief outline on CSR Policy of the Company:
Vision

We are committed to serve the community by
empowering it to achieve its aspirations and
improving its overall quality of life.

Mission

To undertake CSR activities in chosen areas
through partnerships, particularly for the
communities around us and weaker sections
of the society by supporting need-based
initiatives.

Objectives

•    To improve the health and nutritional
well-being of communities by supporting
preventive healthcare, maternal and
child health, sanitation initiatives and
strengthening public health infrastructure.

•    To promote inclusive and quality education
by supporting school infrastructure
development, digital learning tools like
smart classrooms, and awareness
programs for adolescent girls.

•    To enhance livelihood opportunities by

supporting skill development institutes and
vocational training initiatives, particularly
for women and youth, to build self-reliance
and economic resilience.

•    To foster environmental sustainability
through plantation drives, biodiversity
enhancement, and ecological awareness
initiatives in both rural and urban settings.

•    To support the holistic development of
vulnerable populations, including orphans
and differently abled individuals, through
care, protection, and empowerment
programs.

•    To contribute to national relief and
rehabilitation efforts in times of natural
disasters and emergencies, aiding affected
communities in recovery and rebuilding.

Guiding Principles

At BL, commitment to social responsibility
is rooted in inclusive and sustainable
development. We strive to uplift marginalised
communities, and drive holistic growth. CSR
approach is anchored in the following guiding
principles:

•    Affirmative action to expand opportunities
for underprivileged and marginalised
communities.

•    Promoting gender inclusiveness across all
the programs and initiatives.

•    Fostering community participation
and ownership to ensure long-term
sustainability and impact.

•    Encouraging employee engagement
through voluntary participation in CSR
activities.

•    Enhancing visibility and knowledge sharing
to inspire and benefit wider stakeholders.

•    Building strong partnerships for effective
design, delivery and scale of CSR
interventions.

•    Aligning CSR efforts with business
objectives, wherever feasible to maximise
relevance and impact.

•    Investing in capacity building of vulnerable
groups to empower them for a better
future.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) is
an integral part of BL’s business philosophy,
reflecting the Company’s belief in creating
sustainable value beyond business. In line
with the provisions of Section 135 of the Act,
the Company undertakes CSR initiatives
that contribute to inclusive development by
addressing key social priorities.

BL’s CSR strategy focuses on creating
meaningful and sustainable impact through
interventions in healthcare, sanitation,
education, skill development, women
empowerment, environmental sustainability,
sports promotion and innovation, etc. The
Company’s CSR initiatives are aligned with
Schedule VII of the Act, the Department of
Public Enterprises (DPE) Guidelines, and
the United Nations Sustainable Development
Goals (SDGs), ensuring that its investments
create long-term value for communities while
contributing to inclusive and sustainable
development.

The Company’s CSR initiatives are
implemented under two flagship programmes:

•    Balmer Lawrie Initiative    for Self¬

Sustenance (BLISS): Focused on
supporting vulnerable sections of society
and promoting cause-based interventions
that create sustainable and inclusive social
impact.

•    Samaj Mein Balmer Lawrie    (SAMBAL):

Focused on neighbourhood    community

development through initiatives in
healthcare, education, skill development,
sanitation, environmental sustainability
and livelihood enhancement around the
Company’s areas of operation.

Glimpses of Key CSR Footprint

Building on its legacy of responsible corporate
citizenship, BL continues to implement
impactful CSR initiatives that address critical
developmental challenges while creating
opportunities for inclusive growth. The
company strives to leave a positive and lasting

impact on society through the following Key

CSR initiatives:

•    Health and Sanitation:

Health and sanitation remained among the
Company’s foremost CSR priorities during
the year. BL expanded access to quality
healthcare through flagship initiatives such
as the Floating Boat Clinic in the remote
riverine islands of the Sundarbans and the
Mobile Health Unit serving underserved
communities in Delhi. The Company
also implemented preventive healthcare
programmes covering maternal and child
healthcare, community health camps,
nutrition support, adolescent health and
health education.

Inclusive healthcare was further
strengthened through the provision of
digital hearing aids for children with hearing
disabilities and comprehensive care
for psychosocially challenged destitute
individuals.

Sanitation initiatives included the
construction of toilet facilities for girl
students in Government schools and bio¬
toilets facilities in public places, alongside
the implementation of cleanliness and
hygiene activities under Swachhata
Pakhwada and Swachhata Hi Seva
campaign contributing to cleaner, healthier
and more dignified communities.

•    Education and Skill Development:

Education and skill development continued
to remain important focus areas of the
Company’s CSR initiatives. During FY
2025-26, BL supported the establishment
of Smart Classrooms, strengthened
school infrastructure through classroom
construction and renovation, and
enhanced digital learning by providing
computer laboratories, smartboards and
other educational resources in government
schools. The Company also extended
support to One Teacher Schools, helping

improve access to quality education
for children in tribal and underserved
communities.

The Company continued its support
to Skill Development Institutes (SDIs)
under the aegis of the Ministry of
Petroleum and Natural Gas, promoting
industry-oriented vocational training and
enhancing employability among youth.
Skill development programmes for rural
women further contributed to livelihood
generation by equipping them with market-
oriented skills and improving opportunities
for sustainable income generation.

• Sports Initiative:

BL supported Olympic Gold Quest (OGQ)
to facilitate specialised training, coaching
and performance support for promising
athletes and para-athletes preparing for
the Los Angeles Olympic and Paralympic
Games 2028, thereby contributing to
India’s sporting excellence.

•    Environmental Sustainability:

Environmental sustainability remained
an integral part of the Company’s CSR
efforts. During FY 2025-26, BL undertook
plantation drives across multiple locations,
planting more than 15,000 saplings,
including mangrove plantations in the
Sundarbans, contributing to biodiversity
conservation, ecological restoration and
climate resilience while encouraging
environmental stewardship among local
communities.

•    Innovation & Technology support
initiative:

Recognising the transformative potential
of innovation in addressing developmental
challenges, BL supported IIT Roorkee in
developing the ‘Eco Spray - Autonomous
Smart Pesticide Sprayer’, an innovative
technology designed to promote
sustainable, efficient and environmentally
responsible agricultural practices.

2. Composition of CSR Committee as on 31^st March 2026:

*    Shri Abhijit Ghosh Director (Human Resource and Corporate Affairs), upon cessation of directorship of
Independent Directors, became chairperson of the CSR Committee w.e.f. 28^th March 2026.

^#    Shri Raja Mani Uthayaraja, Director (Manufacturing Businesses) was appointed as a Member of the CSR
Committee w.e.f 6^th November 2025.

^A Shri Romon Sebastian Louis, Director (Service Businesses) was appointed as a Member of the CSR Committee
w.e.f 28^th March 2026.

Shri Harishkumar Madhusudan Joshi ceased to be an Independent Director of the Company w.e.f. 28^th March
2026 and consequent to the same, he also ceased to be the Chairperson of the CSR Committee from the same
date.

Shri Adhip Nath Palchaudhuri, Chairman and Managing Director, ceased to be the a Member of CSR Committee
w.e.f. 6^th November 2025.

3.    The web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by
the Board are disclosed on the website of the company are mentioned herein below-

a.    Composition of CSR Committee -https://www.balmerlawrie.com/goverance/committees

b.    CSR Policy -https://www.balmerlawrie.com/storage/codes-policies/Doc 1741870076.pdf

c.    CSR Projects approved by the Board -https://www.balmerlawrie.com/sustainability/csr

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

5.    (a) Average net profit of the Company as per sub-section (5) of section 135 - Rs.26234.07 Lakhs

(b)    Two percent of average net profit of the Company as per sub-section (5) of section 135-
Rs.524.68 Lakhs

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

(d)    Amount required to be set-off for the Financial Year 2025-26 if any- Nil

(e)    Total CSR obligation for the Financial Year 2025-26 [(b)+(c)-(d)] - Rs.524.68 Lakhs

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

Rs.510.18 Lakhs

(b)    Amount spent in Administrative overheads - Rs.16.02 Lakhs

(c)    Amount spent on Impact Assessment, if applicable. - Nil

(d)    Total amount spent for the Financial Year 2025-26 [(a)+(b)+(c)]. - Rs.526.20 Lakhs

(e)    CSR amount spent or unspent for the Financial Year 2025-26:

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

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

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

If Yes, enter the number of Capital assets created/ acquired - Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social
Responsibility amount spent in the Financial Year:

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

Shri Adhip Nath Palchaudhuri    Shri Abhijit Ghosh

Chairman & Managing Director    Director (Human Resource and Corporate Affairs)

(DIN 08695322)    Chairperson of CSR Committee

(DIN 10042785)

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to provisions of Regulation 34(2)(f) of the
Listing Regulations, the Business Responsibility
and Sustainability Report (BRSR) for the FY 2025¬
26, containing the initiatives taken by the Company
from environmental, social and governance
perspective, forms part as ‘Annexure-2’ of the
Board’s Report.

OCCUPATIONAL HEALTH & SAFETY (OHS)

Employee Health and Safety

Safety of our employees and people in our
value chain is a core business value and is
non-negotiable. This commitment extends to
safeguarding the health and safety of not only
our employees but also contractors, visitors,
customers and any other individual impacted
by our activities. We want no one to be injured
at work, while travelling to work or in any other
activity outside of work. By identifying healthy and
safe working conditions as a risk and opportunity,
your Company prioritises the well-being of the
employees, complies with legal norms, maintains
operational efficiency & continuity, protects brand
reputation and manages costs effectively. These
factors, contribute to the overall sustainability
and long-term success of the Company. Our
priority is to ensure a safe working environment
for all our employees and workers with primary
focus on safety management system, mitigation
of associated hazards, regular training and mock
drills, periodic risk assessment, inspections
and audits and continual improvement in OHS
management system. A strong safety system
is in place to fulfil the Zero Harm Vision. These
processes are well designed, rely on online data
and are centered on the shared responsibility
principle. At BL, we have set high standards of
occupational safety in the premises of all our units
/ establishments. Regular assessment of health
and safety practices and working conditions
in all our plants and offices is done to identify
gaps, if any and accordingly, corrective action
plans are developed. Our Senior Management,
along with key facility workers, are responsible
for implementing necessary safety policies,

procedures and measures from the Corporate
Governance Standpoint. Your Company has
published a Health Safety and Environment
(HSE) Manual which is being used as a reference
book in plants and other establishments of your
Company to ensure a robust ESG management.
Major plants / units of your Company are ISO
45001 and ISO 14001 certified. All Occupational
Health & Safety Standards are adhered to as per
the Factories Act, 1948 & OSHWC 2020. BL has
initiated automation of HSE monthly MIS data
capturing with traceability to be assurance ready
for FY2026-27 BRSR report core indicators.

Major initiatives / activities undertaken in FY 2025¬
26 are as follows:

•    HSE Audits were carried out in manufacturing
and service units / establishment of
your Company during the year and
recommendations thereof were implemented.
HSE training and capacity building session
were organised across all the units.

•    The 55^th National Safety Day / Month was
observed from 4^th March 2026 to 10^th March
2026 in all units/ establishments across the
country. The week commenced on 4^th March
2026, which was observed as National
Safety Day, with the administering of the
safety pledge and reading out of message of
Chairman & Managing Director. In line with
the theme, various programs were organised
over the Day/ Month. The programs included
extempore, quiz, mock drills, safety slogan
and essay writing competitions.

ENVIRONMENTAL PROTECTION AND
SUSTAINABILITY

BL is deeply committed to sustainable practices,
corporate governance and social responsibility.
We have taken several targets covering energy
management, emission management, water
management, waste management, employee
health and safety, women empowerment,
community development and governance
commitments. Your Company has taken
various initiatives to promote sustainability
across its operations; from investing in solar

energy, optimising water usage and managing
waste responsibly, it is committed towards the
protection and conservation of the environment
making an appreciable difference in reducing its
environmental footprint. 1496 kWp of solar panel
has been installed till date by BL. The Company’s
carbon reduction strategies includes nature-
based solution. BL has planted 12000 nos. of
mangrove sapling as a part of its CSR intervention
in Sundarbans. Major steps are taken by your
Company to reduce water usage and minimise
waste, such as using low flow fixtures, water
free urinals, recycling wastewater, treatment
via effluent plants and implementing rainwater
harvesting systems including process change in
manufacturing SBU. Treatment and disposal of
effluents conform to the statutory requirements. Air
emissions norms also strictly adhere to the norms
laid down in the Environment Protection Act, 1986.
Disposal of hazardous waste is done strictly as
per Hazardous and Other Wastes (Management
& Transboundary Movement) Rules, 2016. All
Plants and major establishments of the Company
are certified to environment standards ISO 14001.
We are constantly focusing on minimising single
use plastics within the organisation. Total 1237
MT of plastic waste was handled through EPR
mechanism in FY 2025-26 as continual effort
towards circular economy. BL has also initiated
usage of recycled plastic in packaging. Your
Company has celebrated environment day across
all the offices including plants and undertaken
various employee engagement initiatives under
environment day theme to raise the awareness of
environment conservation.

COMMUNICATIONS & BRANDING INITIATIVES

The significant internal communication and
branding initiatives driven during FY 2025-26 to
create employee bonding and enhance the process
of information sharing in BL are as follows:

• Regular publication of the Daily Media Update
(a news report for the Ministry and Top
Management team, covering news on BL,
news from the Oil & Gas sector and initiatives
of the Government.

•    Regular publication of the Weekly Media
Update (a news report for employees covering
news on BL, news related to GOI and PSEs and
news from the verticals that we do business
in); BL Online Monthly Bulletin (monthly
newsletter), BL Organisational Gazette (the
quarterly house magazine). These publications
are available on the Company’s intranet and
website.

•    Internal events like celebration of Foundation
Day, etc. to enhance employee engagement.

•    Continuous communication on various
initiatives of BL and the Government of India
at the workplace.

•    Development of CSR Film.

The external communication initiatives, especially

from a branding perspective and achievements

are as follows:

•    Media Coverage: Corporate    Reports

in business magazines / newspapers /
television & online media and coverage of key
organization events, CSR initiatives, etc.

•    Press Meet during announcement of Annual
Financial Results and post AGM.

•    Branding in Exhibitions and Corporate events
highlighting BL as market leader in the various
businesses it operates.

•    Regular updates related to company events,
initiatives of Hon’ble PM and Ministry of
Petroleum and Natural Gas are posted on the
BL Facebook, LinkedIn and Twitter pages.

•    Branding of Swachh Bharat Abhiyan and other
similar initiatives.

•    Branding support / Social Media campaign
for SBUs: Logistics, Travel & Vacations, Cold
Chain, etc.

•    Support to HR Department for employee
branding initiatives and participation in various
industry awards.

INFORMATION TECHNOLOGY

Your organisation leverages information technology
as a strategic enabler to enhance operational
efficiency, optimise business processes and drive
sustainable value creation. With SAP solutions
already established across manufacturing SBUs,
Finance and key corporate functions, the Company
has built a strong digital foundation and is now
embarking on the transition to SAP S/4HANA to
modernise enterprise processes, improve agility
and support future growth.

To ensure the successful execution of this
transformation, KPMG has been engaged as
the Program Management Consultant (PMC) to
provide end-to-end support, including solution
finalisation, implementation partner selection,
program governance, risk management and
post-go-live support. Following a structured
evaluation process, PwC has been selected as
the implementation partner and will be responsible
for deploying the SAP S/4HANA solution,
ensuring seamless integration, business process
transformation and realization of the intended
business benefits.

In parallel, the organisation is advancing several
digitalisation initiatives, including e-Office
and Document Management System (DMS)
implementations, to streamline workflows,
improve information accessibility and enhance
organisational agility.

Recognising the    increasing cyber threat

landscape, the Company continues to strengthen
its cybersecurity    posture through robust

security controls, threat monitoring, vulnerability
management, identity and access governance
and incident response capabilities. Regular IT
security audits, employee cyber awareness
programs, collaboration with the National Cyber
Coordination Centre (NCCC) and participation
in the Cyber Swachhta Kendra (CSK) initiative
further reinforce cyber resilience.

The organisation    is also evaluating the

implementation of a Customer Relationship
Management (CRM) platform. The proposed CRM
solution will help streamline customer engagement,
strengthen sales and service processes, enhance

lead and opportunity management and provide
a unified view of customer interactions across
business units. This initiative is expected to
improve customer experience, support data-
driven decision-making and drive revenue growth.

Your organisation is actively exploring the
adoption of Artificial Intelligence (AI) to enhance
operational efficiency, improve decision-making
and drive innovation across business functions.

Your organisation is actively undertaking
initiatives to align with the requirements of the
Digital Personal Data Protection (DPDP) Act,
strengthening its data privacy and governance
framework across the enterprise.

Your organisation maintains strong regulatory
compliance while continuously enhancing and
scaling its IT applications to meet evolving
business and operational requirements.

PROGRESS ON PRINCIPLES UNDER
‘GLOBAL COMPACT’

Your Company is a founding member of the
UN Global Compact (UNGC) and it remains
committed to further the principles enumerated
under the Global Compact programme. The details
of various initiatives taken in this regard can be
found in the ‘Communication of Progress (CoP)’
questionnaire and the ‘Message of Continued
Support to Global Compact’, published online on
the UNGC website.

DISCLOSURE ON IMPLEMENTATION OF
RIGHT TO INFORMATION ACT, 2005

The Right to Information (RTI) Act, 2005 was
enacted by Government of India with effect
from 12^th October, 2005 to promote openness,
transparency and accountability in functioning of
Government Department, PSUs, etc. AVP (Legal)
is the Central Public Information Officer and
Company Secretary & Compliance Officer is the
First Appellate Authority under the RTI Act, 2005.
Detailed information as per the requirement of RTI
Act, 2005 has been hosted on the Company’s Web
Portalhttps://www.balmerlawrie.com/goverance/
rti and the same is updated from time to time.

Information sought under RTI Act, 2005 is being provided within the prescribed time-frame and details
of the same for the FY 2025-26 are shown in the table below: -

(A) CONSERVATION OF ENERGY -

(i) The steps taken or impact on conservation
of energy:

Energy management is a key strategic pillar in
BL’s sustainabilityjourney. Energy consumption
is not only a major contributor to greenhouse
gas emissions but also has a significant
impact on the Company’s operational costs.
Accordingly, BL has adopted a comprehensive
energy management strategy focused on
improving energy efficiency and increasing
the use of renewable energy sources.

The key initiatives undertaken are as follows:

a.    Enhancing Energy Efficiency: The
Company continuously strives to
reduce energy consumption across its
operations through process optimisation,
adoption of energy-efficient technologies,
implementation of energy conservation
measures and recovery of waste energy
wherever feasible. These initiatives have
helped improve operational efficiency
while reducing the overall energy footprint.

b.    Increasing the share of renewable
energy: BL has been steadily advancing
its transition towards renewable energy
over the past decade. The Company has
invested in solar power projects at various
locations, thereby increasing the share
of clean energy in its overall energy mix.
These investments have contributed to
reducing dependence on conventional
energy sources, lowering carbon

emissions and supporting the Company’s
long-term sustainability objectives.

(ii)    The steps taken by the Company for
utilising alternate sources of energy:

BL installed 1496 kWp Solar Power units till
date to reduce carbon footprint.

(iii)    The capital investment on energy
conservation equipment:

BL is focused on investing in modern
technology for improving the specific energy
consumption. This investment is broadly
done in the areas of energy efficient motors,
VFDs, LED Lights, BLDC Fans, three phase
welding machines aimed at reduction of the
consumption or wastage of energy.

B. TECHNOLOGY ABSORPTION -

(i) The efforts made towards technology
absorption:

The Company places technology absorption
and innovation at the heart of its sustainable
growth, adopting automation and advanced
systems to enhance speed, efficiency, energy
conservation and decision-making. R&D
centres monitor evolving technologies and
customer needs to develop cost effective
products.

SBU: Grease & Lubricants (G&L) - Advanced
the development of several high-performance
lubricant solutions, including the ultra-low oil
separation conductor grease for overhead
transmission lines, the REACH-compliant

calcium Sulphonate grease for severe
water-ingress applications such as tractor
puddling operations, high-pressure thread
compound for gas drilling operations capable
of withstanding hydrostatic pressures up to
10,000 PSI, semi-synthetic 5W-30 passenger
car engine oil for BS-VI vehicles and advanced
torque converter fluids designed to deliver
superior load-carrying capacity, reduced
wear and improved power transfer efficiency.
These developments reinforce the Company’s
commitment to innovation, reliability and
sustainable lubrication technologies.

SBU: Industrial Packaging (IP)-

1.    High tech new Neck in Barrel Manufacturing
machine installed & commissioned in IP-
Navi Mumbai (IPNM) plant in the FY 2025¬
26.

2.    Fume extraction system has been installed
at IPNM on welding machine during the
year for controlling the fume impact in
the plant which is generated during shell
welding operations.

3.    Paint Baking Oven Automatic Loader and
Unloader Conveyor system has been
installed for Smooth and Efficient transfer
of Barrels after Painting till FG yard via
Paint Baking Oven in IP Silvassa Plant.

4.    Installation and Automation of Radius
conveyor and Upender in Lacquer Line in
IP Silvassa plant.

5.    Optimisation of Beader machine’s
Hydraulic Power pack from 37kw (50hp) to
22kw (30hp) by installing energy efficient
motor in IP Silvassa plant.

6.    Installation of Variable Frequency Drive
technology based Electrical panel with
Radio remote system for EOT Crane
operations in IP Silvassa plant.

7.    PID Controller based Electrical Panel
were Installed in Lacquer Baking Ovens in
IP Silvassa plant.

8.    PNG based Direct-fired lacquer baking
ovens installed & commissioned in the FY
2025-26 at IP Asaoti.

9.    IGBT based weld controller at GI line
installed & commissioned in the FY 2025¬
26 at IP Asaoti.

10.    Additional Corrugator Machine installed
& commissioned in the FY 2025-26 at IP
Asaoti.

SBU: Cold Chain (CC) - Upgraded its
Temperature Controlled Warehouse at
Hyderabad by implementing an advanced IoT-
based Temperature Monitoring System in two
chambers for pharmaceutical storage.

The system provides 24^7 real-time monitoring
of temperature and relative humidity with
instant deviation alerts, ensuring continuous
monitoring, temperature traceability and cold
chain integrity. The initiative has enhanced
product safety, regulatory compliance
and customer confidence, reflecting BL’s
commitment to smart and reliable cold chain
solutions.

SBU: LI (Logistics Infrastructure)- Launched
a technology-driven cold storage facility in
Mumbai, enabling zoned temperature control
and real-time temperature and humidity
monitoring for chilled foods, pharmaceuticals,
agro-products and other temperature-sensitive
cargo. This capability expands SBU’s Container
Freight Station (CFS) service offering into
end-to-end cold-chain logistics, unlocking
new revenue streams (pick-and-pack, cold
distribution, regulated goods handling) and
improving service reliability. A standardised
rollout of similar facilities across other CFS
locations is planned, delivering operational
consistency, wider regional coverage and
improved margins through consolidation and
reduced cargo loss.

(ii) The benefits derived like product
improvement, cost reduction, product
development or import substitution:

The Company continually pursues
incremental and fundamental innovations,

leveraging internal and external knowledge
to boost throughput, reduce costs and create
sustainable products. This expertise enables
the development of high performance, cost-
effective offerings at par with industry leaders.

SBU: IP-

1.    Neck-In crimper machines have helped
the division to manufacture a Goose Neck
drums which is a new production for the
division.

2.    Fume extraction system has helped the
plant to improve working conditions in the
shop floor.

3.    Automated Loader and Unloader conveyor
system.

a)    Reduced the customer complaints for
bottom scratches.

b)    Improved the productivity by reducing
the reworks.

4.    The Automated Radius conveyor ensures
smooth transfer of shells efficiently and
improved the productivity.

5.    Direct Electrical energy savings.

6.    The VFDs installed for operating CT,
LT and Hoist movements in EOT crane,
drastically improved the Safety of both
workmen and workplace. The smooth
operations improved the Productivity by
reducing the breakdown calls.

7.    Regular Temperature controllers were
replaced by PID Controllers for smooth
and efficient temperature control at ovens,
Safety - Electrical interlocking facilities
and Hooter cum Alarm system developed
for communications.

8.    PNG based Direct-fired lacquer baking
oven enables faster heating and improved
heat transfer. Reduced heat losses, lower
PNG consumption and improve energy
efficiency, enhanced product quality and
productivity.

9.    The IGBT-based controller at GI line
reduced power consumption, improved
weld quality and process stability and
minimised product rejections.

10.    Additional Corrugator machine eliminated
changeovers between normal and W-bead
production, increasing productivity and
reducing power and fuel consumption
caused by idle time during changeover.

SBU: Cold Chain- Occupancy sensors
were installed across key operational areas
for automatic lighting control. The initiative
reduced power consumption, improved
energy efficiency, lowered operating costs and
supported the Company’s sustainability goals.

SBU: Chemicals- Since the inception of the
sulpho-chlorination reaction in the SBU, the
4000 W electronic ballasts and UV lamps
have been imported from Germany.

The SBU has developed a new Indian MSE
vendor for substituting the above-mentioned
products. The system has been stabilised and
there is no variation in machine performance.

Following table shows the benefits attained-

(iii) In case of imported technology (imported
during the last three years reckoned from
the beginning of the FY)

(a)    the details of technology imported - NA

(b)    the year of import- NA

(c)    whether the technology been fully
absorbed- NA

(d)    if not fully absorbed, areas where
absorption has not taken place and the
reasons thereof- NA

(iv) The expenditure incurred on Research and
Development

DETAILS OF PROCUREMENT FROM MICRO,
SMALL AND MEDIUM ENTERPRISES AS
PER PUBLIC PROCUREMENT POLICY FOR
MICRO AND SMALL ENTERPRISES (MSEs)
ORDER 2012

ANNUAL RETURN

In terms of Section 92 of the Act, read with Rules
made thereunder, the Company has already
placed a copy of the Annual Return (MGT-7) for
the FY 2024-25 on the website of the Company
at the link:

https://www.balmerlawrie.com/storage/financial-

reports/26/2024-2025/Final-compressed-file-

MGT-7-1-06012025.pdf

For the FY 2025-26, the same shall be uploaded
on the website of the Company after its filing with
the Ministry of Corporate Affairs.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)
(c) and 134(5) of the Act, the Board of Directors
to the best of their knowledge and ability, state
that:

a)    In the preparation of the annual accounts
for the FY ended on 31^st March 2026, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures.

b)    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 your
Company at the end of the FY as on 31^st
March 2026 and of the Profit and Loss of your
Company for that period.

c)    The Directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Act, for safeguarding the
assets of your Company and for preventing
and detecting fraud and other irregularities.

d)    The Directors had prepared the annual
accounts for the FY ended 31^st March 2026 on
a going concern basis.

e)    The Directors had laid down internal financial
controls to be followed by your Company
and that such internal financial controls are
generally adequate and were operating
effectively except as highlighted by the
Statutory Auditors in their Audit Report.

f)    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 BY INDEPENDENT DIRECTORS

Your Company has received declarations from
the Independent Directors of the Company
confirming that they meet the criteria of
independence prescribed under the Act and the
Listing Regulations. However, your Company
being a Government Company under the
administrative control of the Ministry of Petroleum
and Natural Gas, the power to appoint Directors
(including Independent Directors) vests with the
Administrative Ministry. The Independent Directors
are selected by the Government of India from
a mix of eminent personalities having requisite
expertise and experience in diverse fields. In view
thereof, the Board of Directors is not in a position to
identify list of core skills/expertise/ competencies
required by an Independent Director in the context
of the Company’s business as required under the
Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

Detailed particulars of Loans, Guarantees and
Investments under Section 186 of the Act are
given in Note No. 6, 7, 15, 42.19 and 42.30 of the
Standalone Financial Statements.

RELATED PARTY TRANSACTIONS (RPT)

Majority of the Related Party Transactions of the
Company were made with its Holding Company,
Subsidiary Company, Associate Company and
Joint Venture Companies. It may be pertinent
to mention that as per Regulation 23(5) of the
Listing Regulations, sub regulations (2), (3) and
(4) of Regulation 23 of the said Regulations shall
not apply to transactions entered into between
two public sector companies. Further, Omnibus
approval was taken for entering into Related
Party Transactions for value up to Rupees One
Crore whereas, in other cases approval of Audit
Committee was taken. Further, there were no
materially significant RPT during the FY under
review which were entered by the Company with
Directors, Key Managerial Personnel or other
Designated Persons which have a potential
conflict with the interest of the Company at
large. Furthermore, no material Related Party

Transaction was entered into by the Company as
per the Listing Regulations and the Related Party
Transaction Policy adopted by the Company. The
said policy may be accessed on the Company’s
website at the link:

https://www.balmerlawrie.com/storage/codes-
policies/Doc 1770436182.pdf

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

The details of the Related Party Transactions
entered into by your Company during the FY
2025-26 has been enumerated in Note no. 42.19
of Standalone Financial Statements.

The Company in terms of Regulation 23 of
the Listing Regulations submits on the date of
publication of its Standalone and Consolidated
Financial results for the half year, disclosures of
Related Party Transactions, in the format specified
by the SEBI. The said disclosures are available on
the Company’s website at:

https://www.balmerlawrie.com/investors/other-

disclosures-under-sebi-lodr-regulations-2015

Justification for entering into Related Party
Transactions

The Related Party Transactions are entered into
based on pure commercial considerations and
operational requirement of businesses, synergy
in operations, the policy of the Company and
capabilities of the Subsidiary, Associates and Joint
Ventures. It is ensured that all the transactions are
on arm’s length pricing.

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

ENTERPRISE RISK MANAGEMENT POLICY

The Company has an approved ‘Enterprise Risk
Management Policy’ (ERM Policy) to protect and
add value to the organisation. These Risks are
classified into High, Medium and Low depending
upon the probability of their occurrence and
potential impact. This process ensures that the
Company is adequately positioned to understand
and develop mitigation measures as a response
to risks that could potentially impact the execution
of our strategy and ability to create value. During
FY 2025-26, the Risk Management process
was reviewed by the Chief Risk Officer with the
Business Risk Owners and were reported to
the Risk Management Committee and Board
of Directors. The updated revised Policy is
posted on the Company’s website at:https://
www.balmerlawrie.com/storage/codes-policies/
Doc 1779092874.pdf

As per the ERM Policy, no risk element has been
identified, which in the opinion of the Board of
Directors threaten the existence of the Company
during the FY 2025-26.

DEPOSITS

Your Company has not accepted any deposit from
the public during the FY 2025-26 and therefore, no
disclosure is required in relation to details relating
to deposits covered under Chapter V of the Act.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE

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

ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

Your Company has put in place adequate financial
controls for ensuring the efficient conduct of its
business in adherence with laid down policies,
the safeguard of its assets, the prevention and
detection of frauds and errors, the accuracy and
completeness of the accounting records and the
timely preparation of reliable financial information
which is commensurate with the operations of
the Company. Effectiveness of Internal Financial
control is ensured through management review,
control and self-testing and independent testing
by the external Consultant M/s. Bandyopadhyaya
Bhaumik & Co.

During the FY 2025-26, Internal Financial Control
was reviewed by an external Consultant, which
reported as follows:

a. The Internal Control over financial reporting
in the Company is generally adequate for

the process/controls covered, with areas of
observations/ improvements as listed in the
report.

b. These observations have been discussed/
acknowledged by the process owners and
reported to management.

The observations of the Statutory Auditors in this
respect as enumerated in this report may be also
referred to.

VIGILANCE

BL remains steadfast in its commitment to the
principles of integrity, transparency, accountability
and ethical conduct across all its business
operations. The Vigilance function continues
to be an integral component of the Company’s
governance framework, fostering a culture of
compliance, fairness and responsible decision¬
making. Vigilance is viewed as an enabler of
good governance, supporting the organisation in
achieving its strategic objectives while maintaining
the highest standards of probity.

The Vigilance Department, headed by the Chief
Vigilance Officer (CVO)—an officer on deputation
from the Government of India in the rank of
Joint Secretary or above—provides oversight
and guidance on vigilance matters across the
Company. The Department serves as the primary
interface with statutory agencies such as the
Central Vigilance Commission (CVC) and the
Central Bureau of Investigation (CBI), ensuring
adherence to prescribed vigilance guidelines and
best practices.

During the year, the Vigilance Department
continued its efforts under the three-pronged
approach of preventive, punitive and participative
vigilance. Preventive vigilance initiatives focused
on strengthening internal controls, streamlining
processes, enhancing standard operating
procedures and identifying systemic improvements
to mitigate risks. Punitive vigilance involved the
examination of cases of misconduct and initiation
of appropriate disciplinary proceedings wherever
warranted. Participative vigilance emphasised
employee engagement and awareness-building
initiatives aimed at promoting ethical conduct and

reinforcing the values of integrity and transparency
throughout the organization.

As part of its preventive and awareness-building
efforts, the Company organised 65 vigilance
awareness programmes during the year, with
participation from approximately 928 employees
across various locations and functions. These
programmes included 23 preventive vigilance
workshops and 7 vendor meets. In addition,
a pan-India seminar was conducted in hybrid
mode from Kolkata, featuring shri Manoj Kumar
Agarwal, Chief Electoral Officer, as the keynote
speaker. The Company also organised 9 outreach
and sensitisation programmes for schools and
colleges. Further, in line with the advice of
the Central Vigilance Commission, 25 training
programmes were conducted for employees
covering five identified focus areas.

Disciplinary proceedings, wherever required, were
undertaken in accordance with the provisions of
the Balmer Lawrie Conduct, Discipline & Review
Rules (CDRR), 2017, in respect of established
cases involving irregularities, misconduct or
procedural lapses.

During the reporting period, the Company received
13 vigilance complaints. Out of these, 7 complaints
were disposed of during the year, while 6
complaints remained under investigation as on the
closing date. In addition, 4 anonymous complaints
and 1 pseudonymous complaint were received.
The Online Complaint Portal, introduced in 2022,
continued to facilitate confidential reporting and
remains an important mechanism for encouraging
transparency and timely redressal. The complaints
received from various sources primarily related
to matters concerning indiscipline, dishonesty,
negligence and dereliction of duty.

The Company continues to strengthen
transparency and accountability through
technology-driven interventions, system audits,
process reviews and continuous engagement
with the Central Vigilance Commission and other
regulatory authorities. These efforts reinforce
BL’s unwavering commitment to ethical business

practices, regulatory compliance and the highest
standards of corporate governance.

Integrity Pact: -

Independent External Monitors (IEMs) have been
appointed to implement Integrity Pact (IP) beyond
the tender threshold value of Rs.30 Lakhs.

During the year, the Company had conducted four
meetings.

During the FY 2025-26, two IEMs, nominated by
the Central Vigilance Commission (CVC) were
in place to monitor the implementation of IP in
all tenders valued above Rs.30 Lakhs across all
the divisions of the Company. During the year, no
complaints were received requiring reference to
or examination by the IEMs.

The details of such IEMs for FY 2025-26 were as
follows:

1.    Shri Sunil Kumar Gupta,

E-Mail ID:sunilgupta0603@gmail.com

2.    Shri Arvind Gupta,

E-Mail ID:arvindgupta1961@gmail.com

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

BL has in place a Vigil Mechanism / Whistle Blower
Policy to enable employees and other persons
engaged with the Company to report instances of
unethical behaviour, actual or suspected fraud, or
violation of the Company’s Code of Conduct.

The Policy is applicable to all categories of
employees, including managerial, executive,
supervisory and unionised employees, as well as
outsourced personnel, contractual employees,
trainees, retainers and other individuals engaged
in activities connected with the Company’s
operations.

The details of the Vigil Mechanism / Whistle Blower
Policy are available on the Company’s website
and may be accessed through the following link:

https://www.balmerlawrie.com/storage/codes-
policies/Doc 1741869747.pdf

REPORT ON CORPORATE GOVERNANCE

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

Pursuant to the said SEBI Regulations and
DPE Guidelines, a separate section titled Report
on ‘Report on Corporate Governance’ is being
furnished and marked as “Annexure-3”.

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

Further, your Company’s Statutory Auditors
have examined compliance of conditions of
Corporate Governance and issued a certificate,
which is annexed to this Report and marked as
“Annexure- 5”.

DETAILS RELATING TO REMUNERATION
OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND EMPLOYEES

Your Company being a Government Company,
vide Notification No. GSR 463(E) dated 5^th June
2015 as amended by Notification No. GSR 582(E)
dated 13^th June 2017 and Notification No. GSR
802(E) dated 23^rd February 2018 and GSR 151(E)
dated 2^nd March, 2020 has been exempted from
the applicability of Section 134(3)(e) and 197 of
the Act.

BOARD EVALUATION AND CRITERIA FOR
EVALUATION

Your Company being a Government Company,
vide Notification No. GSR 463(E) dated 5^th June
2015 as amended by Notification No. GSR 582(E)
dated 13^th June, 2017 and Notification No. GSR
802(E) dated 23^rd February 2018 and GSR 151(E)
dated 2^nd March 2020, has been exempted
from applicability of annual evaluation of the
performance of the Board, its Committees and of

individual Directors in terms of Sections 134(3)
(p) and various responsibilities of Nomination
and remuneration Committee with respect to
identification of persons for appointment as
Director, effective evaluation of performance of
Board, its committees and individual Directors,
formulation of criteria for determining qualifications,
positive attributes and independence of a Director
and formulation of Nomination and Remuneration
policy, in terms of Section 178(2),(3) and (4) of
the Act.

The Annual Performance Appraisal of Top
Management Incumbents of Central Public Sector
Enterprises is done through the Administrative
Ministry as per the DPE Guidelines in this regard.
Your Company being a Central Public Sector
Enterprise under the administrative control of
Ministry of Petroleum and Natural Gas also has to
follow the similar procedure.

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

DETAILS OF APPOINTMENT / CESSATION
OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on 31^st March 2026, the Board of Directors of
the Company consisted of Six Directors out of
which Five were Functional / Executive / Whole¬
time Directors and one was Government Nominee
Director.

It may be noted that pursuant to Article 7A of the
Articles of Association of the Company, so long as
the Company remains a Government Company,
the President of India shall be entitled to appoint
one or more Directors (including Whole-time
Director(s) by whatever name called) of the
Company to hold office for such period and upon
such terms and conditions as the President of
India may from time to time decide. Accordingly,
Ministry of Petroleum and Natural Gas (being the
Administrative Ministry) nominates/appoints all
the Directors of the Company.

The following appointments and cessations of
Directors took place in the composition of Board
of Directors during the FY 2025-26 and up to the
date of the Report as under:

a.    Shri Adhip Nath Palchaudhuri

In line with the recommendation of the
Nomination and Remuneration Committee and
letter bearing reference No. CA-31024/4/2024-
CA-PNG:49875 dated 25^thApril 2025 of Ministry
of Petroleum and Natural Gas, Government
of India, ("the Administrative Ministry”), the
extension of the additional charge of the post
of Director (Service Businesses) entrusted
upon Shri Adhip Nath Palchaudhuri, (DIN:
08695322), Chairman and Managing Director
of the Company for a further period of 6 (six)
months with retrospective effect from 20^th
April, 2025, or till the assumption of charge
of the post by the regular incumbent, or until
further orders from the Administrative Ministry,
whichever is the earliest was approved by
the Board of Directors. Subsequently, upon
the appointment of a regular incumbent to
the post of Director (Service Businesses) and
assumption of charge thereof, the additional
charge of the said post entrusted upon Shri
Adhip Nath Palchaudhuri (DIN: 08695322),
Chairman and Managing Director of the
Company, ceased with effect from 22^nd August
2025.

b.    Shri Saurav Dutta

At the 108^th AGM of the Company held on
23^rd September 2025, Shri Saurav Dutta
(DIN: 10042140) Director (Finance) and Chief
Financial Officer, who retired by rotation, was
reappointed.

c.    Shri Romon Sebastian Louis

In line with the recommendation of the
Nomination and Remuneration Committee,
Shri Romon Sebastian Louis (DIN: 08710802)
was appointed as an Additional Director in the
designation of Director (Service Businesses)
of the Company with effect from 22^nd August
2025 as per the applicable provisions of the Act
and allied rules and in accordance with letter
bearing reference No.- CA-31024/3/2024-

CA-PNG (49867) dated 22^nd August 2025
received from the Ministry of Petroleum
and Natural Gas, Government of India ("the
Administrative Ministry”). Subsequently, at
the 108^th AGM of the Company held on 23^rd
September 2025, Shri Romon Sebastian
Louis (DIN: 08710802) was appointed as a
Whole-time Director to the post of Director
(Service Businesses) of the Company for
a period of five years, with effect from the
date of his assumption of charge of the post

i.e., 22^nd August 2025, till the date of his
superannuation, or until further orders from
the Administrative Ministry, whichever is the
earliest.

d.    Shri Aditya Shekhar Singh

Shri Aditya Shekhar Singh (DIN: 11606166)
was appointed as Non-Executive, Additional
Director with the designation of Government
Nominee Director of the Company w.e.f. 18^th
March 2026 in line with the recommendation
of the Nomination and Remuneration
Committee and Letter bearing reference No.
CA-31022/1/2021-CA-PNG(37493) dated 9^th
March 2026 received from the Ministry of
Petroleum and Natural Gas, Government
of India ("the Administrative Ministry”). It is
proposed to appoint Shri Aditya Shekhar
Singh as a Government Nominee Director of
the Company with effect from 18^th March 2026
upto 8^th March 2029 on co-terminus basis or
until further orders from the Administrative
Ministry, whichever is earlier, at the 109^th
AGM of the Company, in furtherance of the
nomination received from the Administrative
Ministry and his candidature being proposed
by a Member of the Company.

e.    Shri Rajeev Kumar

In line with the recommendation of the
Nomination and Remuneration Committee,
Shri Rajeev Kumar (DIN:11170401) was
appointed as a Non-Executive, Additional
Director in the designation of Government
Nominee Director of the Company with effect
from 1^st July 2025 as per the applicable
provisions of the Act and allied rules and in
accordance with letter bearing reference No.-
CA-31032/1/2021-PNG-37493 dated 19^th June

2025 received from the Ministry of Petroleum
and Natural Gas, Government of India ("the
Administrative Ministry”). Subsequently, at
the 108^th AGM of the Company held on 23^rd
September 2025, Shri Rajeev Kumar, (DIN:
11170401) was appointed as a Government
Nominee Director of the Company with effect
from 1^st July 2025 upto 18^th June 2028 on co¬
terminus basis or until further orders from the
Administrative Ministry, whichever is earlier.

Shri Rajeev Kumar (DIN: 11170401), ceased
to be the Government Nominee Director of the
Company w.e.f. 17^th November 2025 owing to
withdrawal of his nomination by the Ministry
of Petroleum and Natural Gas vide office
order no. 222/2025 dated 4^th September 2025
received by the Company on 12^th November
2025 bearing reference No. A-19011/9/2025-
Estt-PNG; E-52608.

f.    Shri Amit Bansal

In line with recommendation of Nomination and
Remuneration Committee and letter bearing
reference no. CA-31032/1/2021-PNG-37493
dated 25^th October 2024 from the Ministry
of Petroleum & Natural Gas and withdrawal
of such nomination by the Administrative
Ministry vide office order bearing reference
no. 259/2024 dated 30^th December 2024
having reference no. A-32013/1/2020-Estt-
PNG; E-34036, at the 108^th AGM of the
Company held on 23^rd September 2025,
the shareholders of the Company approved
the appointment of Shri Amit Bansal (DIN:
10372580) as a Government Nominee
Director for a period from 25^th October 2024
till 31^st December 2024. He ceased to be the
Director of the Company w.e.f. 1^st January
2025 owing to withdrawal of his nomination
by the Administrative Ministry.

g.    Shri Harishkumar Madhusudan Joshi

At the 108^th AGM of the Company held on
23^rd September 2025, Shri Harishkumar
Madhusudan Joshi (DIN: 01201050) was
appointed as an Independent Director with
effect from 31^st March 2025 for a period of one
year from the date of communication of his
appointment i.e. from 28^th March 2025, or until

further order from the Administrative Ministry,
whichever is earlier. Upon completion of his
tenure as per the nomination by the Ministry of
Petroleum and Natural Gas, Shri Harishkumar
Madhusudan Joshi, (DIN: 01201050) ceased
to be an Independent Director of the Company
w.e.f. 28^th March 2026.

h. Dr. Vandana Minda Heda

At the 108^th AGM of the Company held on
23^rd September 2025, Dr. Vandana Minda
Heda (DIN 09402294) was appointed as an
Independent Director with effect from 31^st
March 2025 for a period of one year from the
date of communication of her appointment i.e.
from 28^th March 2025, or until further order
from the Administrative Ministry, whichever is
earlier. Upon completion of her tenure as per
the nomination by the Ministry of Petroleum
and Natural Gas, Dr. Vandana Minda Heda
(DIN: 09402294)ceased to be an Independent
Director of the Company w.e.f. 28^th March
2026.

The following changes took place after the end of

FY 2025-26 but upto the date of this report :

a. Adv. Dominic Tadar

Adv. Dominic Tadar (DIN: 11186826) was
appointed as Non-Executive, Additional
Director with the designation of Independent
Director of the Company w.e.f. 18^th August
2026 in line with the recommendation
of the Nomination and Remuneration
Committee and Letter bearing reference No.
CA31033/1/2026-CA-PNG    (55708) dated

12^th August 2026 received from the Ministry
of Petroleum and Natural Gas, Government
of India ("the Administrative Ministry”). It is
proposed to appoint Adv. Dominic Tadar as
an Independent Director of the Company with

effect from 18^th August 2026 for a period of
three years from the date of communication
of his appointment i.e. from 12^th August 2026,
or until further orders from the Administrative
Ministry, whichever is earlier, at the 109^th
AGM of the Company, in furtherance of his
candidature being proposed by a Member of
the Company.

b. CA Vivek Mittal

CA Vivek Mittal (DIN: 07616604) was appointed
as Non-Executive, Additional Director with
the designation of Independent Director of
the Company w.e.f. 18^th August 2026 in line
with the recommendation of the Nomination
and Remuneration Committee and Letter
bearing reference No. CA31033/1/2026-CA-
PNG (55708) dated 12^th August 2026 received
from the Ministry of Petroleum and Natural
Gas, Government of India ("the Administrative
Ministry”). It is proposed to appoint CA Vivek
Mittal as an Independent Director of the
Company with effect from 18^th August 2026
for a period of three years from the date of
communication of his appointment i.e. from
12^th August 2026, or until further orders from
the Administrative Ministry, whichever is
earlier, at the 109^th AGM of the Company, in
furtherance of his candidature being proposed
by a Member of the Company.

The resolutions with respect to re-appointment
and appointment of Directors form part of the
Notice of the 109^th AGM and the details thereof are
also given in the explanatory statement attached
to the Notice of the 109^th AGM.

Considering the above appointments and
cessation, as on the date of this report, the Board
of Directors consists of eight (8) Directors, details
of whom are as under:

NUMBER OF MEETINGS OF THE BOARD
HELD DURING THE FY2025-26

Nine (9) Board meetings were held during the
FY 2025-26, the details of same are given in
the Corporate Governance Report attached as
“Annexure-3”. The intervening gap between
any two Board meetings were within the period
prescribed under the Act, the Listing Regulations
and DPE Guidelines on Corporate Governance.

AUDIT COMMITTEE

Your Company has a qualified and independent
Audit Committee, the composition of same and
other details are mentioned in the Corporate
Governance Report for the FY 2025-26.

Due to the cessation of two Independent Directors
from the Board of the Company w.e.f. 28^th March
2026, the Audit Committee as on 31^st March 2026,
consisted of three (3) members, all the three
Members were Whole-time Directors. Shri Saurav
Dutta, Director (Finance) was the Chairman of
the Committee. The composition of the Audit
Committee as on 31^st March 2026 was as follows:

i.    Shri Saurav Dutta, Director (Finance) & CFO
- Chairperson

ii.    Shri Adhip Nath Palchaudhuri, Chairman &
Managing Director - Member

iii.    Shri Raja Mani Uthayaraja, Director
(Manufacturing) - Member

All the members of the Audit Committee are
financially literate and some members possess

accounting/ financial management expertise also.
The Company Secretary acts as the Secretary to
this Committee.

COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company is in compliance with the applicable
Secretarial Standards (1 & 2) issued by the Institute
of Company Secretaries of India and approved by
the Central Government under Section 118(10) of
the Act.

STATUTORY AUDITORS & AUDITORS’
REPORT

Statutory Auditors

Your Company being a Government Company,
Statutory Auditors are appointed by the
Comptroller and Auditor General of India (CAG) in
terms of Section 143(5) of the Act.

In terms of the Act, CAG had appointed M/s. B.
Chhawchharia & Co.; (Chartered Accountants) 8A
& 8B, Satyam Towers, 3, Alipore Road, Kolkata
- 700 027, India as Statutory Auditors of the
Company for the FY 2025-26 for both Standalone
as well as the Consolidated Financial Statements
of the Company.

Pursuant to Section 142 and other applicable
provisions of the Act, the remuneration of the
Statutory Auditors for the FY 2026-27, as and when
appointed, is to be determined by the Members
at the ensuing AGM as envisaged in the said Act.
Members are requested to authorize the Board to
decide on remuneration of Statutory Auditors.

COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY STATUTORY AUDITORS AND REPORTING UNDER
SECTION 134(3)(ca) OF THE COMPANIES ACT, 2013

No qualification, reservation or adverse remark or disclaimer has been made by the statutory auditors
in their Audit Report for FY 2025-26 except for the qualified opinion issued by the Statutory Auditor on
their report on the Internal financial controls over financial reporting under clause (i) of sub section 3 of
section 143 of the Act.

The qualifications / adverse remark / reservation/ disclaimer made by the Statutory Auditors and the
corresponding management response are as enumerated below:

SECRETARIAL AUDITOR

Pursuant to the applicable provision of Section 204 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the Listing Regulations,
and other applicable statutory provisions framed in this regard and in line with the recommendation of
the Audit Committee and the Board of Directors of the Company, M/s. MR & Associates, a peer reviewed
firm of Practicing Company Secretaries was appointed as the Secretarial Auditor of the Company for a
term of 5 (five) consecutive years from FY 2025-26 to FY 2029-30 at the 108^th AGM of the Company.
The Secretarial Audit Report in Form No. MR-3 for the FY ended 31^st March 2026 is annexed herewith
and marked as “Annexure-7”.

SECRETARIAL AUDITOR’S REPORT

The qualifications / adverse remark / reservation/ disclaimer made by the Secretarial Auditor and the
corresponding management response are as enumerated below:

On behalf of the Board of DirectorsAdhip Nath Palchaudhuri    Raja Mani Uthayaraja

Chairman & Managing Director    Director (Manufacturing Businesses)

(DIN: 08695322)    (DIN: 09678056)

Registered Office:

Balmer Lawrie Co. Ltd.

21, Netaji Subhas Road
Kolkata -700001.

1

   The Company recorded a Profit Before Tax
of Rs.33,086.61 Lakhs in FY 2025-26 as