Bengal & Assam Company Ltd Management Discussions

Core Investment Company

The Company is a Core Investment Company-Non Deposit Taking-Systemically Important (CIC-ND-SI) registered with the Reserve Bank of India (RBI) and has been complying with all the stipulations prescribed by RBI.

Operations & Outlook

India, the fifth largest economy in the world, sustained its growth journey with GDP rising 7.5%. Consistent high GST collections and a double digit growth in direct taxes is leading to Economic buoyancy. Overall, the country is expected to be one of the fastest growing economies in the world, in the years ahead.

However, across the globe economic growth was affected due to geopolitical uncertainties as well as high debt servicing cost in the less developed countries.

The Company recorded Profit after Tax of Rs. 11,574.78 lacs on standalone basis and Rs. 4,19,357.55 lacs on consolidated basis for the year. The Company being a Core-Investment Company, holds significant investment in the Group Companies operating in diversified Industrial segments. With the Government thrust on the Infrastructure development, the outlook of Indian Economy remains positive. This augurs well for the Company keeping in mind that the sectors in which your Company is invested in-paper/tyre/automotive components/cement to name a few, are performing well and also have a positive outlook.

Appropriations

The amount available for appropriation, including surplus from previous year after adjusting the dividend paid for the financial year 2022-23 is Rs. 45,905.99 Lacs.

The Directors propose this to be appropriated as under:

Scheme of Arrangement

The Board of Directors of Bengal & Assam Company Limited (the Company) at its Meeting held on 28^th June, 2023 have approved a composite Scheme of Arrangement (the Scheme) amongst Umang Dairies Limited (UDL), a Subsidiary Company, Panchmahal Properties Limited (PPL), a Wholly-owned Subsidiary Company and the Company and their respective Shareholders and Creditors, pursuant to the provisions of Sections 230-232 of the Companies Act, 2013 for Demerger of dairy business of UDL with and into PPL and residual business of UDL into and with the Company, w.e.f. 1^st April, 2023 (Appointed Date).

The said Scheme is pending for approval of the Shareholders of the Company and the National Company Law Tribunal, Kolkata and Allahabad Bench.

Risk and Concerns

The Company is mainly exposed to capital market risks in the form of change in value of its investments. The Company is also exposed to the fluctuations of economy and industry cycles.

Cautionary Statement

The statements made in the Directors Report and Management Discussion and Analysis Report, describes the Companys outlook, projections, estimates, expectations, which may be "Forward-looking Statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.