DIRECTORS' REPORT

Your Board of Directors have pleasure in presenting 4^th Annual Report of the Company along
with Audited Financial Statements for the year ended 31.03.2025 as under:

FINANCIAL RESULTS: in Lakhs)

REVENUE FROM OPERATIONS:

Your Company is yet to commence its commercial operations.

TRANSFER TO GENERAL RESERVE:

During the year under review, your Company has not transferred any amount to General
Reserve.

DIVIDEND:

During the year under review, no dividend is declared on the Equity Shares as the Company has
not commenced its operations.

MATERIAL CHANGE / COMMITMENT AFFECTING THE FINANCIAL POSITION:

No material change / commitment has occurred affecting the financial position of the Company
subsequent to the financial year ended 31.03.2025 till the date of this report.

CAPITAL STRUCTURE:

There was no change in the Authorized and Paid-up Share Capital of the Company during
the year under review.

FINANCE:

The day-to-day expenditure and statutory payments are met through inter-corporate loan
received from BEML Limited as per the approval by the Board of Directors of both the
Companies.

INTERNAL FINANCIAL CONTROLS:

There are adequate Internal Control Systems present in the Company. The adequacy of Internal
Financial Controls over financial reporting is covered by the Statutory Auditors in their
Independent Auditor's Report.

FIXED DEPOSITS:

The Company has not accepted any deposits during the year and there is no unpaid deposits
and/ or interest on deposits as on 31.03.2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

As per the provisions of Section 186 of the Companies Act, 2013, the details of Loans,
Guarantees and Investments are given in the notes to financial statements.

DEMERGER OF IDENTIFIED SURPLUS ASSETS FROM BEML LIMITED TO BEML LAND ASSETS
LIMITED:

As part of proposed strategic disinvestment of BEML Limited, based on the advise of Inter¬
Ministerial Group, Government of India, BEML had appointed M/s Deloitte Haskins & Sells LLP,
as consultants for advising, undertaking and implementing the Demerger of identified surplus/
non-core assets of the Company which are not part of BEML strategic disinvestment. For
demerger, transfer and vesting of identified surplus/ non-core assets, BEML incorporated "BEML
Land Assets Limited" on 15.07.2021.

Later on, Petition was filed with the Ministry of Corporate Affairs (MCA) for approval of Scheme
of Arrangement and on 28.07.2022, MCA had passed order approving the Scheme of
Arrangement for demerger of "BEML Land Assets Limited" (Resulting Company). In terms of
Scheme of Arrangement, the identified surplus/non-core assets of BEML had been transferred
at its book value to BEML Land Assets Limited on the appointed day of demerger that is on
25.08.2022.

In compliance with MCA order, BEML Limited had fixed 09.09.2022 as record date and
accordingly BLAL issued the shares in the ratio of 1:1 to all shareholders of BEML Limited whose
names were recorded in the Register of Members on the above said date. Further, the said
shares were listed on both stock exchanges (BSE & NSE) and trading started on 19.04.2023.

The President of India, through the Department of Defence Production, Ministry of Defence,
currently holds 54.03% equity stake in BLAL. The Company has been classified as a Schedule 'C'

CPSE as of 22.01.2024, in accordance with Department of Public Enterprises guidelines for
categorizing CPSEs created for asset management post-disinvestment.

Company's properties are located in 12 Cities and 10 States across India. The title for transfer
of the said properties are in progress. Central Government has amended section 8G of the
Indian Stamp Act, 1899 granting exemption on payment of stamp duty for transfer of title
deeds from one Government company to another Government company in the demerger
process. Pursuant to the above, all State Governments have granted exemption from stamp
duty except Government of Karnataka (GoK) which has granted 50% exemption and hence once
again taken up with GoK for 100% stamp duty exemption. Notably, the title registration for
properties in Bhopal (Madhya Pradesh) and Delhi have been completed successfully on
21.03.2025 and 08.04.2025 respectively.

Pursuant to the application made to the MCA, for change of alphabet from 'U' (Unlisted) to 'L'
(Listed) in the Company's Corporate Identity Number (CIN)', MCA has approved the said
application and changed the alphabet from 'U' to 'L' and now the CIN will be read and used
w.e.f. 25.04.2025 as "L70109KA2021GOI149486", BLAL being a listed company.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Your Company being a listed CPSE, the President of India is vested with the power to appoint /
extend the term of appointment of the Directors of the Company from time to time and also
shall determine the terms of office of such Directors. Accordingly, the term of appointment of
the following Directors has been extended on the Board of your Company as per the directives
of the President of India vide MoD Office Memorandum No.8(2)/2025-D(BEML), dated 31
January, 2025, and also an Independent Director has been appointed on the Board vide MoD
Office Memorandum No.8(6)/2021-D(BEML), dated 17 April, 2025:

(i) Shri Shantanu Roy (DIN: 10053283):

The term of appointment has been extended as the Chairman & Managing Director of
the Company w.e.f. 01.02.2025.

(ii) Shri Anil Jerath (DIN: 09543904):

The term of appointment has been extended as Non-Executive Director of the Company
w.e.f. 01.02.2025.

(iii) Dr. M.V. Natesan (DIN: 09408491):

Appointed as Independent Director of the Company and assumed the charge w.e.f.
17.04.2025.

The aforesaid appointments would be placed before the shareholders in the ensuing AGM for
approval. Further, no Director shall retire by rotation during the period under review.

NUMBER OF MEETINGS OF BOARD:

During the year, four meetings were held on 25.04.2024, 19.07.2024, 07.11.2024 and
24.01.2025 respectively. Requirements on number and frequency of meetings, in terms of
Section 173(1) of the Companies Act, 2013, Regulation 17(2) of the Listing Regulations and
Para 3.3.1 of the DPE Guidelines, were complied with in full.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors state that,

a) in the preparation of the annual accounts for the year ended 31.03.2025, 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 the Company at the end of the financial year 2024-25
and of the profit and loss of the 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 Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively;

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.

CONSTITUTION OF BOARD COMMITTEES:

In view of the appointment of Dr. M.V. Natesan as an Independent Director on the Board of
the Company w.e.f. 17.04.2025, your Company has constituted mandatory Board Committees
viz., Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship
Committee during April 2025.

Your company has formulated Risk Management policy and the same is placed on the website
of the Company at https://www.blal.in/wp-content/uploads/2023/01/08.Risk-Management-
Policy-final.pdf.

RELATED PARTY TRANSACTIONS:

Pursuant to Regulation 23 of the Listing Regulations, your Company has formulated a "Policy
on Related Party Transactions", to regulate transactions entered into between the Company
and its related parties. The said policy is placed on the web-site of the Company at
https://www.blal.in/wp-content/uploads/2023/01/06.BLAL RPT.pdf.

Information as required under section 188 in Form AOC-2, pursuant to Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is attached
to this report as Annexure-i.

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

The details on conservation of energy and technology absorption are not applicable since the
Company is yet to commence its operations. The foreign exchange earnings and outgo is nil
during the FY 2024-25.

MANPOWER:

The number of employees of the Company as on 31.03.2025 stood at 3. Out of 3 employees,
one employee is posted on deputation basis and two employees are appointed on contract
basis.

PARTICULARS OF EMPLOYEES:

There were no employees of the Company who received remuneration in excess of the limits
prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

There were no complaints received under the Sexual Harassment of Women at Work Place
(Prevention, Prohibition, and Redressal) Act, 2013 during the year 2024-25. Internal Complaints
Committee (ICC) has not been constituted as required under Section 4(1) of the said Act, as
there were only 3 employees in the Company during the year.

WHISTLE BLOWER POLICY:

Your Company has formulated "Vigil Mechanism/ Whistle Blower Policy" for directors and
employees to report genuine concerns in terms of the provisions of Section 177 of the

Companies Act, 2013, Regulation 22 of the Listing Regulations and Chapter 4 of the DPE
Guidelines, The said policy is placed on the Company's website https://www.blal.in/wp-
content/uploads/2023/01/05.-Vigil-Mechanism-AND-WHISTLE-BLOWER-Policy.pdf.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

Your Company has complied with the provisions of applicable secretarial standards with respect
to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India in terms of Section 118(10) of the Companies Act, 2013. Further,
as stipulated in Standard 9 of SS-1, a statement on compliances of applicable Secretarial
Standards is included in the Board's Report.

CORPORATE GOVERNANCE REPORT:

A Report on Corporate Governance (CG) compliance is included in the Board's Report in terms
of Regulation 34 of the Listing Regulations and Chapter 8 of the DPE Guidelines. M/s Manish
Mishra & Associates, Practicing Company Secretaries has issued a Compliance Certificate on the
same. The aforesaid report on Corporate Governance along with Compliance Certificate is
placed at Annexure-H.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Report on Management Discussion and Analysis Report in terms of Regulation 34 of Listing
Regulations and Chapter 7 of the DPE Guidelines is placed at Annexure-lll.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR):

As per SEBI Circular, top 1,000 companies by market capitalization at the end of the calendar
year i.e., 31^st December, to publish BRSR in the annual report in terms of Regulation 34 of the
Listing Regulations. Since the Company ranked at 1,377 as per BSE and 1,322 as per NSE based
on average market capitalization as on 31.12.2024, the said Report is not published in the
Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Since the Company is yet to commence its operations, the Corporate Social Responsibility
Committee is not constituted as required under the provisions of Section 135 of the Companies
Act, 2013.

STATUTORY AUDITORS:

M/s N. Tatia and Associates, Chartered Accountants were appointed by Comptroller & Auditor
General of India as Statutory Auditors for the year 2024-25.

COST AUDITORS:

Provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company for
the financial year ended 31.03.2025. Hence, the Company has not appointed cost auditor.

SECRETARIAL AUDITORS:

Your Company had appointed M/s. Manish Mishra and Associates, Lucknow, (PCS) to undertake
the Secretarial Audit of the Company for the year 2024-25 in terms of Section 204 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The Secretarial Audit Report issued by the PCS and the replies to the
observations made in the said Report are annexed to the Board's Report as Annexure-IV. In
addition, an Annual Secretarial Compliance Report issued by the PCS has been filed with the
stock exchanges within the due date for the financial year 2024-25.

C&AG AUDIT:

The Comments of the Comptroller & Auditor General of India under Section 143(6)(b) of the
Companies Act, 2013 on the financial statements of the Company are appended at Page No.70
and 71 to the annual report.

FRAUDS REPORTED BY AUDITORS:

No frauds are reported by the auditors which fall under the purview of sub-section 12 of section
143 of the Companies Act, 2013.

GENERAL DISCLOSURE:

Your Directors confirm that no disclosure or reporting is required in respect of the following
items as there was no transaction on these items during the year under review:

i. No Significant and Material order was passed by any regulators or courts or tribunals that
may impact the going concern status and company's operations in future.

ii. No application made or any proceeding pending under Insolvency and Bankruptcy Code,
2016 as at the end of the Financial Year 2024-25.

iii. Details of difference between the amount of valuation at the time of one-time settlement
and valuation done while taking loan from banks or financial institutions are not
applicable to the company.

EXTRACT OF ANNAUL RETURN:

An extract of the Annual Return in prescribed form in terms of Section 92(3) of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014
is placed on Company's website at www.blal.in.

Your Directors express their sincere thanks to the Government of India, Administrative Ministry,
the Ministry of Defence, DIPAM, BEML Limited, State Government of Karnataka, Chhattisgarh,
Goa, Jharkhand, Kerala, Madhya Pradesh, Maharashtra, New Delhi, Tamil Nadu, West Bengal
and for their valued support and guidance.

Your Directors wish to thank the Comptroller and Auditor General of India, the Principal Director
of Commercial Audit, Statutory Auditors, Secretarial Auditors, Bankers, Shareholders and
Employees for their valued support and co-operation.

For and on behalf of the Board
Sd/-

Place: Bengaluru Shantanu Roy

Date: 30.04.2025 Chairman & Managing Director