DIRECTORS' REPORT

Your Board of Directors are pleased to present their report as a part of the 50^th Annual Report, along with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2026.

Financial Results

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

(H in Lakhs)

Dividend and its Distribution Policy

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

The Board of Directors of the Company had declared an interim dividend of 350% (i.e. H3.50 per share on Equity Shares of the face value of H1/- each) for the financial year ended 31^st March, 2026. The total payout towards the interim dividend was H7,068.27 Lakhs.

The Company announced the Poiy Lactic Acid ("PLA") project in February 2024 which would require a revised capital outlay of R308000 iakhs, which wiii be funded through mix of equity (proposed preferential issue), internal accruals and debt. In view of the above, the Board confirmed the interim dividend deciared and paid during the year as final dividend.

The Board of Directors of the Company had considered and approved the issue, offer and allotment of up to 93,16,771 (Ninety-Three Lakhs Sixteen Thousand Seven Hundred Seventy-One) fuiiy paid-up equity shares having face value H1/- (Rupee One only) each ('Equity Shares') for cash at an issue price of H483/- (Rupees Four Hundred Eighty-Three oniy) per Equity Share, inciuding a premium

of H482/- (Rupees Four Hundred Eighty-Two only) per Equity Share for an amount aggregating up to H45,000.00 Lakhs (Rupees Forty Five Thousand Lakhs) to the Promoters, member of Promoter Group and Non-Promoters proposed allottee(s), on a preferential basis, in one or more tranches on such terms and conditions as may be determined by the Board for cash consideration.

Reserves and Surplus

The Company has transferred an amount of H19993.02 lakhs to the General Reserve. Additionally, H6.08 lakhs have been transferred to General Reserve on account of the cancellation of vested ESARs in accordance with requirements of the relevant Indian Accounting Standards.

Operations

Change in Nature of Business

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

However, as a forward integration/ diversification measure, the Company has announced foray into manufacturing of Poiyiactic Acid (PLA) in February 2024 which is under implementation. Considering the significance of the emerging business and the prospects thereof, PLA has been identified as a separate reportable segment.

Industry Scenario and Outlook Sugar

India began the sugar season 2025-26 (October to September) with an opening inventory of around 5.00 MMT (Metric Million Tonnes). Gross sugar production for the season 2025-26 is estimated at 31 MMT, compared to 29.5 MMT in previous season, which represented an increase of ~1.5 MMT (~6%). There was a sugar diversion towards ethanol in season 2025-26 that is estimated at ~3 MMT as compared to ~3.4 MMT in the previous season. Net sugar production for the season 2025-26 is estimated at ~28.0 MMT, compared with the previous season's production of 26.1 MMT.

The government permitted the export of 1.58 MMT sugar during sugar season 2025-26. It is expected that out of the export quota ~0.70 MMT would be exported considering the ongoing West Asia crisis leading to disruptions in trade and increased freight costs. The domestic demand for sugar is expected to be ~28 MMT, compared to 28.10 MMT in the previous season.

As a result, India's carry forward sugar stock as on 30^th September 2026 is expected to be ~4.30 MMT. In the upcoming sugar season sugar mills are likely to start early, this stock level should not pose as an issue for the Government.

Domestic sugar prices for UP-based millers ranged between H39.00 and H41.50 per kg during the year ended March, 2026. Export allowed by Government has helped in arresting the downward slide in the domestic sugar prices. Ex-mill sugar prices in state of Uttar Pradesh were ~H41.50/kg at the time of writing this report.

Ethanol

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

Since 2014-15, the government adopted the ethanol pricing mechanism linked to fair and remunerative price (FRP) of sugarcane. It mandated that ethanol prices, whether higher or lower than petrol, would be adjusted by oil marketing companies in the retail petrol price with a full pass-through to consumers, ensuring that the pricing mechanism would not be linked to crude prices. As a result, over the years the industry invested around H40,000 crore (encouraged by policy measures) for ethanol production through diverse sugar feedstock.

For the ethanol year 2023-24, 2024-25 and 2025-26 no increase in ethanol prices was announced for the juice/ B-heavy route ethanol in spite of increase in the FRP of sugarcane by ~16.4% from H305 per quintal to H355 per quintal. The sugar sector represented the backbone of the ambitious EBP since inception, contributing over 80% of supplies up to 2021-22 ESY. Thereafter the share of sugar sector in supply of Ethanol to OMC's have come down drastically every single year in the wake of no revision in Ethanol prices.

Further the FRP for the sugar season 2026-27 has been increased to H365 per quintal an increase of H10 per quintal.

The production of ethanol from juice and B-heavy molasses requires a sugar sacrifice that needs to be compensated by an ethanol price sufficient to cover the value of sugar sacrificed. A formula-based approach needs to be reinstated to determine price of ethanol after taking into consideration the increase in sugar production cost due to an upward revision in the FRP of sugarcane as per the past practice. Infact CACP has also recommended for revising the sugarcane based Ethanol procurement prices.

If the correct ethanol realisation is not fixed, this could damage the fabric of the industry leading to the following:

Ý Lower diversion of sugar towards ethanol

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

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

Sugarcane is an efficient crop when it comes to water use efficiency i.e. per unit of water consumed by sugarcane gives the highest quantity of ethanol compared to other crops. Sugarcane also demonstrates superior land use efficiency and the lowest GHG emissions among the major first-generation feedstocks. A successful E20 program utilizing sugarcane-based ethanol can reduce tailpipe carbon emissions by about 30%. Life-cycle analyses show that ethanol from sugarcane can cut greenhouse gas emissions by roughly 65%, while maize-based ethanol provides a reduction of approximately 50%. Hon'ble Prime Minister has also tweeted that "Due to ethanol blending, we are saving the import of about 4.5 crore barrels of oil every year". Sugarcane farmers get guaranteed FRP as determined by the Government year-on-year and relative gross returns are higher compared with other crops as agreed to by the inter-ministerial committee.

The shift from a predictable, formula-based pricing model to the current stagnation has essentially decoupled the 'output' price (ethanol) from the 'input' cost (sugarcane FRP), threatening the stability of the entire ecosystem.

Government Policies

The government sustained most policies in the sugar season 2025-26 as announced in previous years with the objective of ensuring adequate domestic sugar availability, supporting sugar realisations and ensuring timely farmer payments. These policies included the unrestricted diversion of sugar to ethanol and permitted sugar exports, except for the non-revision of ethanol prices under the juice and B-heavy routes for the third consecutive year.

Any further Ethanol demand / lifting should come only after upward revision in the Ethanol prices as mentioned above. Time has come where due and proper attention will have to be given in the matter of revising the sugarcane based Ethanol prices.

Global sugar sector review

The global sugar market is expected to remain relatively balanced in FY 2026, with market conditions influenced by production prospects in major producing countries, weather patterns, currency movements and evolving trade policies. Global sugar production is projected to be around 181-189 MMT in 2025-26. The increase in production is expected to improve global availability and rebuild inventories, although the market remains vulnerable to weather-related disruptions in major producing regions.

Demand for sugar is expected to continue growing steadily, supported by population growth, urbanisation and rising consumption in emerging markets. However, comparatively higher production and improving stock levels could limit sustained upward movement in international sugar prices. Brazil is likely to remain the dominant exporter, while developments in India will continue to have a significant bearing on global trade flows and prices. Going forward, weather conditions, ethanol diversion, crude oil prices, exchange-rate movements and government trade policies will remain key determinants of the global sugar balance.

Performance of major sugar producing countries

Brazil: Sugar production in Brazil is expected to increase marginally to ~40.4 MMT compared to ~40.2 MMT in the previous season. CS mills directed 50.7-51% of cane to sugar — the highest mix in several years — as international prices favoured sweetener over ethanol for much of the season. Higher availability of corn ethanol could reduce dependence on sugarcane based ethanol, thereby limiting sucrose diversion towards ethanol production and potentially supporting higher sugar availability with a favourable shift in sugar mix.

European Union: Production is expected to decrease to ~17.0 MMT compared to ~17.8 MMT in the previous season due to decline in sugar beet area, particularly in France and Germany. Consumption and stocks are largely unchanged. Imports are expected to increase, while exports decline.

Thailand: Production stood at ~11.4 million tonnes as compared to ~11.0 million tonnes on higher cane output and yields. With consumption flat, exports are projected to rebound to 7.0 million tonnes, reducing stocks to 10.0 million tonnes.

India: Gross sugar production (pre-diversion to Ethanol) is estimated to be ~31.0 million tonnes, driven by favourable weather, expanded planting and improved yields following El Nino impacts. Consumption is expected to rise.

Pakistan: Production is expected at 6.6 MMT compared to 6.8 MMT in previous year supported by expanded harvested area and improved irrigation infrastructure.

China: Production is forecasted at ~11.5 MMT up from ~11.2 MMT in the previous season. This is supported by favourable weather in Guangxi and Yunnan provinces. Despite rising domestic output, China retains a structural annual deficit of 5-6 MMT, sustaining 4.6-5.3 MMT of sugar imports and anchoring global trade flows.

BCML's Standalone Performance during FY 2025-26

Revenues earned from operations during the year stood at H627114.65 Lakhs as compared to H541537.83 Lakhs for the previous year, higher by 15.8%. Revenues were higher on account of higher sugar and distillery volumes coupled with higher realizations from both segments. The Company earned a total comprehensive income of H34903.85 Lakhs during the year ended 31^st March 2026 as compared to H34586.77 Lakhs in the previous year.

Segment-Wise Performance and Outlook Sugar

During the financial year ended 31^st March 2026, sugarcane crushing stood at 1031.55 Lakh quintals as compared to 1033.99 Lakh quintals in previous year, a decrease of

0.24% over previous year. This was on account of lower cane crushing in Q1FY26 as compared to Q1FY25. Cane crushing during the sugar season has increased owing to higher cane area allocation and impact of varietal change along with favourable weather conditions.

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

Sugar recovery (net of sugar sacrifice under syrup and B-heavy molasses route) for the year stood at 9.28% as compared to 9.39% in previous year. During the FY 2025-26 the Company has diverted 575.84 Lakh quintals (55.8%) of sugarcane for producing B-heavy molasses as compared to 547.33 Lakh quintals (52.9%) in previous year. In addition, in FY 2025-26 Company diverted 107.12 Lakh quintals (10.4%) towards syrup route ethanol as compared to 105.91 Lakh quintals (10.2%) in the previous year. In this

process, the Company sacrificed 20.11 Lakh quintals of sugar as compared to 20.01 Lakh quintals in the previous financial year. Thus, the Company produced 95.72 Lakh quintals of sugar as compared to 97.07 Lakh quintals in the previous year as there no restriction on diversion of sugar towards Ethanol in the current sugar season.

During the year under review, the Company sold 100.56 Lakh quintals of sugar as compared to 94.22 Lakh quintals in previous year. During current sugar season Government has allocated export quota of 1.58 MMT. For the current year Company was allocated 52057 MT of sugar for exports out of which 43027 MT was traded by the Company, as per the permitted guidelines, for monthly domestic quota to be allotted from January to June 2026 and balance 9030 MT was physically exported within FY 2025-26.

Sugar realisation stood at H40.73 per kg as compared to H39.06 per kg in the previous year. Current sugar realizations in the state of Uttar Pradesh is ~H41.50-42.00 per kg.

Sugar inventory (including WIP) as on 31^st March 2026 stood at 66.56 Lakh quintals valued at ~H36.70 per kg as compared to 71.43 Lakh quintals valued at ~H35.42 per kg in previous year.

Distillery

The Company's distillery segment delivered stable performance during the year. The company produced 2700.10 Lakhs BL of industrial alcohol during the year under review as compared to 2176.69 Lakhs BL during the previous year. Higher production was attributable to higher availability of feedstock under Grain/B-heavy molasses route.

Ethanol production from syrup route in FY25-26 stood at 844.22 Lakhs BL as compared to 837.43 Lakh BL in FY24-25. Ethanol production from B-heavy Molasses route stood at 965.65 Lakh BL compared to 719.97 Lakh BL. Production of ethanol from grains (maize) increased to 474.56 Lakh BL as compared to 173.06 Lakh BL (from rice and maize) in the previous year.

Ethanol sales from syrup route stood at 748.52 Lakh BL at an average realisation of H65.61 per BL as compared to 815.61 Lakh BL at an average realization of H65.61 per BL in the previous year. Ethanol sales during the year from B-heavy molasses stood at 1039.39 Lakh BL at an average realisation of H60.73 per BL as compared to 807.71 Lakh BL at an average realisation of H60.73 per BL in the previous year. Ethanol sales from C-heavy molasses stood at 123.27 Lakh BL at an average realisation of H59.12 per BL as compared to 177.61 Lakh BL at an average realisation of H56.27 per BL in the previous year. Similarly, Ethanol sales from grain route stood at 474.11 Lakh BL (entirely from maize) at an average realization of H71.86 per BL as

compared to 249.67 Lakh BL at an average realisation of H66.24 per BL in the previous year.

Blended realisation for industrial alcohol (including Ethanol, ENA etc.) sales stood at H60.15 per BL as compared to H57.86 per BL in previous year.

Co-generation

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

From an operational perspective, power generated during the year stood at 8279.21 Lakh units as compared to 8180.98 Lakh units in the previous year, an increase of 1.2%. Power exported (to Uttar Pradesh Power Corporation Limited (UPPCL) stood at 2132.33 Lakh units as against 2275.45 Lakh units in previous year, a decrease of 6.3%. Power exported under Open Access stood at 1541.11 Lakh units as compared to 1371.08 Lakh units in previous year an increase of 12.4%. Average realization for export of power to UPPCL stood at H4.37 per unit as compared to H3.56 per unit in previous year. Similarly, average realization of power exported under open access stood at H4.79 per unit as compared to H5.48 per unit in previous year. Average blended realisation for the year stood at H4.54 per unit as compared to H4.35 per unit in previous year. UPERC has increased the tariff for export of power w.e.f. 1^st April 2024 during FY 2025-26.

Others

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

The Company sells these products to farmers and to India Farmers Fertilizer Cooperative Limited (IFFCO). Revenues during the year stood at H1389.90 Lakhs as compared to H1965.44 Lakhs in previous year.

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

Subsidiary, Associate and Joint Venture Companies

The Company does not have subsidiary or Joint venture companies. As on 31^st March, 2026, the Company has one Associate Company, namely, Auxilo Finserve Private Limited (AFPL). AFPL is a Systemically Important Non-

Deposit taking NBFC registered with Reserve Bank of India (RBI). The main objective of AFPL is to provide education loan to students and provide ancillary services in relation to the said business activity and provide infrastructure or working capital loan to educational institutions. Contribution of the AFPL to the overall performance of the Company has been elaborated in the consolidated financial statements forming part of this Report.

Company's ownership interest in AFPL stands at 30.47% as on 31^st March, 2026. AFPL continues to be an Associate of the Company.

During the financial year 2025-26, AFPL has earned revenue of H67,576.40 Lakhs as compared to H52,809.72 Lakhs for the previous financial year and profit after tax of H11,686.50 Lakhs as compared to H11,193.98 Lakhs for the previous financial year. AFPL has registered growth of 27.96% and 4.40% in revenue and profit after tax over the previous Financial Year, respectively.

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

Consolidated Financial Statements

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

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

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

Share Capital

During the year under review, the Company has allotted 48,065 equity shares to its employees under BCML Employees Stock Appreciation Rights Plan 2023 being 41,587 equity shares on 12^th August, 2025 and 6478 equity shares on 11^th November, 2025. As a result, the equity share capital of the Company increased to H2019.50 Lakhs consisting of 20,19,50,436 equity shares of H1 each as on 31^st March, 2026 from H2019.02 Lakhs consisting of 20,19,02,371 equity shares of H1 each as on 31^st March,

2025. The equity shares issued under the Plan rank pari-passu with the existing equity shares of the Company.

During the year, the Company has not issued shares with differential voting rights or sweat equity shares. However, Employee Stock Appreciation Rights (ESARs) were granted to eligible employees on 11^th August, 2025 and 2^nd December, 2025. The details of the shareholding in the Company held by the Directors as of 31^st March, 2026 are set out in the Corporate Governance Report, which forms part of this Report.

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

The Company has BCML Employees Stock Appreciation Rights Plan 2023 ("ESAR 2023" / "Plan") with an objective of rewarding the employees for association, dedication and contribution to the goals of the Company. The Company intends to use this ESAR 2023 to attract and retain key talents working with the Company by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability. The ESAR 2023 covers eligible employees of the Company. The Nomination and Remuneration Committee (NRC) monitors the Company's ESAR 2023. Further, the NRC of the Board of Directors of the Company vide its meeting held on 11^th August, 2025 and 2^nd December, 2025, has further granted 1,44,182 and 33,765 ESARs to eligible employees respectively. The necessary accounting for the above has been made in the books of accounts in the respective period. Details of the accounting method in accordance with Ind AS 102 - Shared Based Payment, have been provided in note no. 37(4)(b) of the standalone and consolidated financial statements.

Further, the disclosure in terms of Regulation 14 of the SEBI (Shared Based Employee Benefits and Sweat Equity) Regulations, 2021 ["SEBI (SBEB& SE Regulations)"] is avaiiabie on the website of the Company at http://chini. com/wp-content/upioads/2026/08/BCML_ESAR.pdf

A certificate from M/s MKB & Associates, the secretarial auditor confirming that the ESAR 2023 have been implemented in accordance with the "SEBI (SBEB & SE) Regulations" has been obtained and the same is avaiiabie for eiectronic inspection of the Members during the AGM of the Company.

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

During the year, the Company granted Restricted Stock Units ("RSUs") to key employees of the Company, to reward the employees associated with the PLA Vertical and critical employees of other verticals who are involved in the development of the PLA Vertical, in accordance with the BCML Restricted Stock Unit Scheme 2025 ("RSU 2025" / "Scheme"), which was formulated by the NRC and

approved by the Board of Directors at its meeting held on 7^th February, 2025 and by the Members through Postal Ballot on 16^th March, 2025.

The Company received in-principle approval for listing of 25,00,000 (Twenty-Five Lakh) equity shares from BSE Limited and National Stock Exchange of India Limited on 8^th April, 2025 and 16^th April, 2025 respectively. Further, the NRC vide its meeting held on 15^th May, 2025 and 11^th August, 2025 granted 10,17,352 and 1,01,161 RSUs respectively to eligible employees. The necessary accounting for the above has been made in the books of accounts in the respective period. Details of the accounting method in accordance with Ind AS 102 - Shared Based Payment, have been provided in note no. 37(4)(b) of the standalone and consolidated financial statements.

Further, the disclosure in terms of Regulation 14 of the "SEBI (SBEB & SE) Regulations" is available on the website of the Company at http://chini.com/wp-content/ uploads/2026/08/BCML_RSU.pdf

A certificate from M/s MKB & Associates, the secretarial auditor confirming that the RSU 2025 have been implemented in accordance with the "SEBI (SBEB & SE) Regulations" has been obtained and the same is available for electronic inspection of the Members during the AGM of the Company.

Material Changes and Commitments

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e. 31^st March, 2026 and the date of this Report except as stated herein below-

The Board of Directors of the Company, at its meeting held on 23^rd April, 2026, subject to the approval of the Members at their meeting scheduled to be held on 20^th May, 2026 approved preferential issue of equity shares aggregating up to H450 crores. The issue proceeds are proposed to be utilized in the following manner:

Credit Rating

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

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

Further, pursuant to the provisions of IEPF Rules, all shares in respect of which any dividend which has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ('IEPF Account') within a period of thirty days of such shares becoming due to be transferred to the IEPF Account.

The Company sends advance communication to the concerned shareholders at their address registered with the Company and publishes notices in the newspapers for taking appropriate action to claim unclaimed dividend and the shares due for transfer to IEPF.

Despite these efforts, an amount of H24.79 lakhs, being the unpaid and unclaimed dividend amount pertaining to the financial year 2018-19, was transferred to the IEPF in accordance with the provisions of the Act.

In terms of the IEPF Rules, the Company has also transferred 39,818 equity shares of face value of H1 each to IEPF on which dividend has not been claimed for seven consecutive years after following the prescribed procedure. Details of dividends that are due for transfer to IEPF for the next 7 (seven) years on their respective due dates, are available on the website of the Company at https://chini.com/investors/unpaid-dividend-iepf/.

Board of Directors and its Composition

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

Directors and Key Managerial Personnel (KMP)

i. Appointment/Resignation/Cessation of Director:

Changes in the Board of Directors during the financial year 2025-26:

a) Mr. Praveen Gupta (DIN: 09651564) was reappointed as the Whole Time Director on the Board of the Company with effect from 1^st July, 2025 at the 49^th Annual General Meeting of the Company (AGM) held on 30^th August, 2025.

b) Ms. Mamta Binani (DIN: 00462925) was reappointed as the Independent Director on the Board of the Company with effect from 5^th November, 2025 at the 49^th Annual General Meeting of the Company (AGM) held on 30^th August, 2025.

ii. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Praveen Gupta (DIN: 09651564), Whole-Time Director of the Company, who retires by rotation at the ensuing AGM and being eligible, has offered himself for reappointment and the Board recommends his reappointment on the same terms and conditions.

During the year, none of the Directors of the Company are disqualified as per the applicable provisions of the Act.

Further, no other changes occurred at the Board level.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume of the Director proposed to be re-appointed forms part of the notes and explanatory statement to the Notice of the ensuing AGM.

iii. Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company are:

1. Mr. Vivek Saraogi, Chairman and Managing Director

2. Mr. Praveen Gupta, Whole-Time Director

3. Ms. Avantika Saraogi, Executive Director

4. Mr. Pramod Patwari, Chief Financial Officer

5. Mr. Manoj Agarwal, Company Secretary

Board Meetings

The Board met 8 (eight) times during the financial year under review, the details of which are given in the Corporate Governance Report attached to this Report.

Committees of the Board

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

Audit Committee

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

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

Policy on Selection and Remuneration of Directors

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

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

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

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

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

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

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

The NRC and Board Diversity Policy is available on website of the Company at- https://chini.com/sustainabiiity/ governance/policies/

Board Evaluation

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

Particulars of Employees

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

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules form part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to aii Members of your Company, excluding the aforesaid information. Any Member, who is interested in obtaining these particuiars, may write to the Company Secretary for the same.

Directors' Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 ('Act') in the preparation of the annuai accounts for the year ended 31^st March, 2026 and state that:

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

ii. The Directors have seiected such accounting poiicies and applied them consistently and made judgments and estimates that are reasonabie and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

applicable to the Company. The Policy on Related Party Transactions as approved by the Board can be accessed on the Company's website at following web-link: https:// chini.com/sustainability/governance/policies/

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

Corporate Social Responsibility

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

The CSR activities of the Company are focused on sustainable livelihood, education, including skill development for women empowerment, healthcare, sanitation & safe drinking water; rural development and environment sustainability. During the year, the excess amount spent during the previous FY 25 of H124.34 lakhs, has been set off against the mandatory CSR obligation of H947.74 lakhs of FY 26, pursuant to which the current year CSR obligation amounted to H823.40 Lakhs. During the year, the Company has spent H984.27 Lakhs towards CSR and accordingly the excess amount available for set-off till FY 2029 is H160.87 lakhs. The CSR Policy of the Company can be accessed on the Company's website at : https:// chini.com/sustainability/governance/policies/

Impact Assessment

In line with the Companies (Corporate Social Responsibility Policy) Amendment Rule 2021, the Company is obligated to assess the impact of its CSR projects. Accordingly, the Company has appointed an independent impact assessment agency viz. Indian School of Development Management (ISDM) to assess the impact of the societal activities carried out by the Company under its Corporate Social Responsibility interventions. As per the Impact Assessment Report issued by ISDM for FY 2026, the CSR interventions of the Company have created a very meaningful and needful impact in the community and the chosen thematic areas have shown growth, outcomes and impact across all the location. The CSR Committee and the Board of Directors of the Company took a note of the same at their respective meetings held on 15^th May, 2026, respectively. The Impact Assessment Report is available on the Company's website at: https://chini.com/ sustainability/social/

The details of the CSR initiatives undertaken by the Company during the Financial Year 2025-26 are outlined in the initial section and the Annual Report on CSR activities is attached as Annexure II.

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

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

Risk Management Policy and Framework

The Risk Management Policy and Framework as laid down by the Board is periodically reviewed by the Risk Management Committee, Audit Committee and the Board, as deemed necessary. The policy facilitates identification of risks at appropriate time and ensures necessary steps to be taken to mitigate the risks. Brief details of risks and concerns are given in the Corporate Governance Report and Management Discussion and Analysis Report.

Vigil Mechanism / Whistle-Blower Policy

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

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

Significant and Material Orders

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

Auditors

Statutory Auditors and their Audit Report

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

The reports given by the Auditors, M/s. Lodha & Co LLP on the standalone and consolidated financial statements of the Company for the year ended 31^st March, 2026 forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

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

Secretarial Auditors and their Audit Report

Pursuant to the applicable provisions of the Act, the members of the Company at their AGM held on 30^th August, 2025, appointed M/s. MKB & Associates, Practicing Company Secretaries (Firm Registration No. P2010WB042700), as the Secretarial Auditors of the Company to hold office from the conclusion of the 49^th AGM until the conclusion of the 54^th AGM. The Secretarial Audit Report for the financial year 2025-26 is attached as Annexure IV and forms part of this Report. The contents of the said Audit Report are self- explanatory and do not call for any further comments by the Board. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

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

Pursuant to the SEBI Master Circular no. HO/38/13/ (4)2026-MIRSD-POD/I/4298/2026 dated February 6, 2026 and as per the NSE and BSE circulars dated March 16, 2023, the Company is in the process of obtaining the Annual Secretarial Compliance Report from M/s. MKB & Associates, Practicing Company Secretaries and shall submit the same to the Stock Exchanges within the prescribed timelines.

Cost Auditors and their Audit Report

M/s. Mani & Co., Cost Accountants, (Firm Registration No: 000004) were appointed as the Cost Auditors to conduct the audit of the Company's cost records for the financial year ended 31^st March, 2026.

The Cost Audit Report, for FY 2024-25, was filed with the Central Government within the statutory timelines and for FY 2025-26 will be filed within the prescribed timelines. The Company maintains the cost records as per the provisions of Section 148(1) of the Act.

In accordance with the provisions of Section 148(3) of the Act, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of H4.80 lakhs plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for

conducting cost audit of the Company for Financial Year 2026-27 as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. The same is placed for ratification of Members and forms a part of the notice of the AGM.

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

Compliance of Secretarial Standards

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

One Time Settlement with the Banks or Financial Institutions

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

Proceeding under the Insolvency & Bankruptcy Code, 2016

No application / proceeding by / against the Company was made or is pending as on 31^st March, 2026, under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended).

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft annual return of the Company for the Financial year ended 31^st March, 2026 is uploaded on the website of the Company and can be accessed at https:// chini.com/investors/financials/

Prevention of Sexual Harassment

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

Compliance with Maternity Benefit Act, 1961

During the reporting period, the Company has complied with the applicable provisions relating to the Maternity Benefit Act, 1961.

Corporate Governance & Management Discussion and Analysis Report

In terms of the provisions of Regulation 34(2)(e) read with Schedule V of the Listing Regulations, the Corporate Governance Report and the Certificate on the compliance of conditions of Corporate Governance forms part of the Annual Report and are given separately as Annexure V and the Management Discussion and Analysis Report is given from Page no. 162 of the Integrated Annual Report.

Business Responsibility & Sustainability Report

Your Company has been delivering long-term member value, benefitting the society. The Company is committed to economic, social, environmental and cultural growth equitably and sustainably and creating a positive business environment. Over the years, BCML has worked to enrich lives across communities.

A comprehensive de-carbonisation roadmap has been drawn in furtherance of our ESG objectives, to be Carbon Neutral by 2047 and attain Net Zero by 2055. During the year, your Company had appointed an independent third-party agency to compute, unit-wise GHG emissions (Scope 1, 2 & 3) for third year in a row.

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

As per the SEBI Circulars, from financial year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalisation. Accordingly, for the financial year ended 31^st March 2026, your Company has prepared its fourth BRSR.

BRSR is annexed as Annexure VI and forms an integral part of this Report.

Suspense Escrow Demat Account

In accordance with SEBI Master Circular No. HO/38/13/ (4)2026-MIRSD-POD/I/4298/2026 dated February 6, 2026, a separate Suspense Escrow Demat Account had been opened by the Company with a Depository Participant for crediting unclaimed shares in dematerialised form lying for more than 120 days from the date of issue of Letter of Confirmation(s) to the members in lieu of physical share certificates to enable them to make a request to DP for dematerialising their shares.

Appreciation

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