Balmer Lawrie Investment Ltd Directors Report

To the members,

Your Directors have the pleasure in presenting the 24^th Annual Report of the Company along with the Audited Financial Statements (both Standalone and Consolidated) for the Financial Year (FY) ended 31^st March, 2025 and other allied Statements/Disclosures as required as per the applicable statute.

Your Companys performance is primarily dependent upon two factors, one, being the dividend received from its subsidiary, Balmer Lawrie & Company Limited (BL) and the other being the interest received from deployment of short-term surplus funds with Scheduled Commercial Banks.

During the year under review, i.e., 2024-25, there was an increase in interest income and dividend income of the Company and accordingly, the total income of your Company increased by around Rs. 1233.68 Lakhs as compared to the last FY, i.e., 2023-24. The amount of dividend income received from the subsidiary and the interest income earned during the FY under review was at an enhanced rate.

The summary of comparative annual financial results for the FY under review, i.e., 2024-25 as against the immediately preceding FY, i.e., 2023-24, has been furnished below:

The Board of Directors has decided not to transfer any amount to reserves. share Capital

The paid-up Equity Share Capital of the Company as on 31^st March, 2025 stood at Rs.22,19,72,690/- (at same value in the previous year). During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity shares. It may be pertinent to mention that the Board in its meeting dated 28^th May, 2024 had reviewed the compliance of Guidelines on Capital Restructuring of Central Public Sector Enterprises (CPSEs) bearing reference no. – F. No. 5/2/2016-Policy dated 27^th May, 2016 (‘DIPAM Guidelines) on the basis of the Financial Statements of FY 2023-2024. In respect of same the Market value of the shares of the Company as on 28^th March, 2024 (being the last trading day of the FY) and 16^th May, 2024 were Rs. 611.15/- and Rs. 837.05/- respectively which exceeded 50 times of its face value and attracted the requirement of Splitting/Sub-Division of the Equity shares of the Company.

In furtherance of same the Board at the said meeting recommended to split/subdivide the equity shares of the Company from the face value of Rs.10/- each fully paid-up to the face value of Re.1 each fully paid-up and accordingly the capital clause of Memorandum of Association and Article of Association of the Company was also amended wherein the Authorized Share Capital of the Company was divided into 100,00,00,000 Equity Shares of Re.1/- each. The said proposal was approved by the Shareholders through Postal Ballot dated 10^th July, 2024.

Post splitting/Sub-division of the Equity shares of the Company the Authorized shares of the Company increased from 10,00,00,000 (Ten Crores) equity shares of Rs. 10/- each to 100,00,00,000 (One Hundred Crores) equity shares of Re. 1/- each and the Issued, Subscribed and Paid-up Equity Shares of the Company increased from 22197269 (Two Crore Twenty One Lakhs Ninety Seven thousand Two Hundred and Sixty Nine) equity shares of Rs. 10/- each fully paid-up to 22,19,72,690 (Twenty-Two Crores Nineteen Lakhs Seventy Two Thousand Six Hundred and Ninety) equity shares Re. 1/- each fully paid-up respectively. dividend

The Board at its meeting held on 21^st May, 2025 had recommended a dividend of 430%, i.e., Rs. 4.30 (Rupees Four and Paise Thirty Only) per equity share of Re.1/- each fully paid-up for the FY ended 31^st March, 2025 as against 380%, i.e., Rs. 3.80 (Rupees Three and Paise Eighty Only) per equity share of Re. 1/- each for the previous FY ended 31^st March, 2024. The dividend, if declared by the shareholders at the ensuing 24^th Annual General Meeting (AGM), will be paid either by way of demand draft or through electronic mode to those Shareholders who would be holding shares of the Company as on the Record date fixed for the purpose i.e., Tuesday, 16^th September, 2025 (End of Day), within 30 days from the date of such declaration. In respect of shares held electronically, dividend will be paid to the beneficial owners, as per details to be furnished by their respective Depositories, i.e., either Central Depository Services (India) Limited or National Securities Depository Limited as on Tuesday, 16^th September, 2025 (End of Day) fixed as Record date for the purpose. The dividend to be paid shall be subject to Tax deducted at source and other applicable provisions of Income Tax Act, 1961. Members holding securities in physical mode, inter-alia, for registering/updating the KYC details and for the processing of various service requests are requested to kindly refer to the requisite forms stipulated in the SEBI Master Circular dated 23^rd June, 2025. As per the SEBI Master Circular dated 23^rd June, 2025, for Folios without PAN and KYC details, any payment of dividend shall be made only through electronic mode upon complying with the requirements stated in para 19.1 of the said Master Circular. Accordingly, the shareholders are requested to kindly submit the requisite documents in the prescribed formats to the RTA. appropriation

The amount available for appropriations for the FY 2024-25 as compared to the immediately preceding FY 2023-24 are given hereunder:

dividend distribution Policy

As per average market capitalization of the Company as on 31^st December, 2024 and market capitalization as on 31^st March, 2024, the Company was not falling under top 1000 listed entities. Accordingly, formulation of Dividend Distribution Policy as per regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") was not applicable to the Company for FY 2024-25 or even thereafter. However, the Company is governed by the guidelines of Department of Investment and Public Asset Management, Ministry of Finance, Government of India, on Revised Guidelines on Capital Restructuring of Central Public Sector Enterprises dated 18^th November, 2024 which contains detailed provisions regarding payment of dividend. The said guidelines are available on the website of the Company at the following link: https://www.blinv.com/admin/uploads/revised%20diPam%20guidelines.pdf material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year (FY) 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 and the date of the report. deposits with Bank

Surplus funds of the Company have been deployed in various Fixed Deposit Schemes of the Scheduled Commercial Banks. As on 31^st March, 2025, the total amount of deployments in the Fixed Deposit Schemes (including accrued interest) was Rs.15,819.34 Lakh. The deposits yielded an interest income of Rs.1127.92 Lakh during the FY ended 31^st March, 2025 (as against Rs.944.69 Lakh for the FY ended 31^st March, 2024). management discussion and analysis report

Your Company is not engaged in any other business activity except, to hold the equity shares of Balmer Lawrie & Company Limited and accordingly, matters to be covered under ‘management discussion and analysis report are not applicable to your Company. report on subsidiary Companies and their contribution to the overall performance of the Company during the year In terms of Section 2(87) of the Companies Act, 2013 (‘the Act), your Company has two subsidiaries, namely, Balmer Lawrie & Company Limited (‘BL), and Visakhapatnam Port Logistics Park Limited (‘VPLPL). By virtue of shareholding in BL (61.80%), your Company is the holding Company of BL. BL in turn has one subsidiary VPLPL. The Company has a "Policy for determining material subsidiaries" in terms of the amended Listing Regulations. The policy may be accessed on the Companys website at: https://www.blinv.com/admin/uploads/Policy_on_determining_material_subsidiaries_ amended.pdf

As per the aforesaid policy, none of its subsidiaries appear to be a material subsidiary of the Company. There was no instance where any company has become or ceased to be the Subsidiaries, joint ventures or associate companies during the year. As stated earlier, the major income of the Company is the dividend received from the Subsidiary- Balmer Lawrie & Co. Ltd. A brief write up about the Subsidiaries inter-alia reporting about its performance and financial position and other significant events is presented hereunder:

BL recorded a net turnover of Rs. 2,57,762.84 Lakh during FY 2024-25 as against Rs. 2,40,416.53 Lakh in 2023-24 registering an increase of approximately 7.22% over the last year. It also recorded a Profit Before Tax of Rs. 31,378.99 Lakh in FY 2024-25 as against Rs. 27,865.34 Lakh in FY 2023-24. The increase is majorly attributable to the remarkable performance of business of SBU-Travel & Vacations and SBU-Logistics Services of BL. While a dividend of Rs. 8982.74 Lakhs was received from BL during the FY 2024-25. BLs Board of Directors has recommended a dividend of Rs. 8.50 per equity share for FY 2024-25 which shall be received in FY 2025-26.

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 maximizing 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. The CFS business segment, which commenced its operations on 2^nd March 2023, continued to play a pivotal role in VPLPLs business portfolio. During the FY 2024-25, the CFS handled an impressive 7816 TEUS of Export cargo and 8793 TEUS of Import cargo, generating a revenue of Rs.1586 lakhs, as compared to revenue of Rs.1240 lakhs, earned in the previous FY 2023-24, giving rise to a growth in revenue of 28%. During the FY 2024-25, the Railway Siding business segment handled in total 84 rakes as against 40 rakes handled in the previous FY 2023-24. This business segment experienced a growth of 110% in terms of number of rakes handled by the VPLPL, thereby generating a revenue of Rs.145 lakhs as against Rs.24 lakhs earned in the previous FY 2023-24.

During the FY 2024-25: i. There was a drop-in capacity utilization and revenue of the Ambient Warehouse business, which operated at an average of 73% of its installed capacity, as against 100% (FY 2023-24). ii. The revenue generated from Open Yard business segment was Rs.318 lakhs as against Rs.354 lakhs earned in the previous FY 2023-24. iii. The Temperature Controlled Warehouse (TCW) business segment generated a revenue of Rs.24 lakhs as against Rs.359 lakhs, earned in the previous FY 2023-24. Overall, the total revenue of VPLPL had a very nominal increase from Rs.2191 lakhs (FY 2023-24) to Rs.2199 lakhs earned during the FY 2024-25. Due to increase in cost of services connected to CFS operations, EBIDTA registered a drop-in percentage of the total revenue from 44% to 25%, resulting in increase of loss from Rs.1038 lakhs in FY 2023-24 to Rs.1671 lakhs in FY 2024-25.

In December 2024, the Term Loan from the State Bank of India was refinanced by Power Finance Corporation Ltd. (PFCL), with additional benefits like reduced interest rate of 10%, longer repayment tenure of 10 years and 1 year moratorium of installment payments.

VPLPL is looking for a better FY 2025-26, by inducting new customers in its TCW segment and for its undeveloped portion of the Open yard business segment, which will augment its revenue generation from these two business segments. Rake handling business is expected to grow further and the CFS operations will continue to play a pivotal role in VPLPLs business.

Financial statements of subsidiary Companies

The Financial Statements and Results of your Company have been duly consolidated with its Subsidiary pursuant to applicable provisions of the Companies Act, 2013 & the Companies (Indian Accounting Standards) Rules, 2015 (as amended), the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and the applicable Indian Accounting Standards (Ind-AS).

Further, in line with first proviso to Section 129(3) of the Companies Act, 2013 read with the Rules thereon, Consolidated Financial Statements prepared by your Company includes a separate Statement in ‘Form AOC-1 containing the salient features of the Financial Statement of your Companys Subsidiary (as applicable) which forms part of the Annual Report.

However, separate audited accounts in respect of each of its subsidiary is placed on the website of the Company – https://www.blinv.com/subsidiary.php Further, a copy of separate audited financial statements in respect of each of the subsidiary shall be provided on requisition by any shareholder of the Company in writing.

During FY 2024-25, there were no changes in Joint Ventures/Subsidiaries/Associate Companies of the Company. deposits

Your Company has neither accepted nor was holding any deposits from the public during the FY 2024-25 and accordingly no deposit remained unpaid or unclaimed at the end of FY and there was no instance of default in repayment of deposits or interests thereon during the FY and there were NIL deposits which were not in compliance with the requirements of Chapter V of the Companies Act, 2013. Further, the Company shall not be accepting any deposits in FY 2025-26.

Information, which are mandatorily required to be disclosed under the RTI Act 2005 have been disclosed on the website of your Company. The report on receipt and disposal of RTI applications during the FY 2024-25 is as under:

Since, the Company does not have any business other than to hold shares of its subsidiary, Balmer Lawrie & Co. Ltd. the reporting of Conservation of Energy, Technology Absorption as per Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable for your Company.

The details pertaining to Foreign Exchange Earnings and Outgo are enumerated as under: NIL risk management Policy

Since the Company has no regular business activity, except to hold the Equity Shares of its listed Indian subsidiary, i.e., Balmer Lawrie & Co. Ltd., requirement of a risk management plan is not applicable to the Company.

It may be pertinent to mention that the Company being a special purpose vehicle formed for temporary purpose, and as stated above, it does not carry out any business other than holding 61.80% equity shares of Balmer Lawrie & Co. Ltd. Further, since the Company did not fall within top 1000 listed entities as per market capitalization as on 31^st March 2024 and average market capitalization as on 31^st December, 2024 the provisions of Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.