Bengal & Assam Company Ltd Management Discussions

To the Members

The Directors have pleasure in presenting the 79th Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2026.

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 continued on its growth trajectory in FY26 and outpaced the global economy with a robust GDP growth of over 7%, amid lower inflationary pressures.

The global economic environment however remained uncertain with strong head winds caused by geopolitical tensions, trade disruptions and inflation across major economies. Overall, the global economy faced multiple upheavals due to the recent West Asia war, which is likely to affect overall economic activity.

The Indian business environment remained resilient driven by aggressive public infrastructure spending and a significant revival in private consumption. The industrial sector, supported by Production Linked Incentives and infrastructure spending, grew steadily and accounted for about 28% of the GDP. The agricultural sector, which contributes about 15% of the economic output, was aided by good monsoon and higher crop output. This led to higher rural demand and reduced inflationary pressures. Services accounted for about 55% of economic output.

The recent GST rate rationalisation reforms boosted demand, especially in the second half of the year. Lower tax incidence leading to increased competitiveness, helped maintain revenue resilience giving an impetus to the economy.

The Company recorded Profit after Tax of Rs. 11,977.42 lacs on standalone basis and Rs. 84,340.45 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 and strong domestic consumption the outlook of Indian Economy remains positive in FY 27 but with moderated growth of around 6%.

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, which contribute significantly to the economy and are performing well.

Dividend

Your Directors are pleased to recommend a dividend of Rs.50/- per equity share of Rs.10 each (500%) on the equity share capital of Rs.11.40 Crore for the financial year ended 31st March, 2026. The Dividend outgo would be Rs.57.02 Crores. The dividend is subject to deduction of tax at source as may be applicable. The Dividend pay-out is in accordance with the Dividend Distribution Policy of the Company.

Registered Office

Application for shifting of Registered Office of the Company from the State of West Bengal to the State of Haryana as approved by the Shareholders of the Company, by way of Postal Ballot on 5th April, 2026, has been filed with the Regional Director, Eastern Region, Kolkata, for approval.

Appropriations

The amount available for appropriation, including surplus from previous year after adjusting the dividend paid for the financial year 2024-25 is Rs.54,517.30 Lacs.

The Directors propose this to be appropriated as under:

Transfer to Reserves (As per RBI guidelines)	Rs. 2,395.48 Lacs
Surplus carried to Balance Sheet (Including Rs. 2.47 Lacs on account of the Scheme of Arrangement)	Rs.52,121.82 Lacs
Total	Rs. 54,517.30 Lacs

Annual Return

The Annual Return referred to in Section 134 (3)(a) of the Companies Act, 2013 is available on the website of the Company at the link https://benaalassam.com/annual-returns/.

Particulars of Loans, Guarantees and Investments

The Company being a Core Investment Company registered with the Reserve Bank of India, Section 186 of The Companies Act, 2013 is not applicable to it. The particulars of loans, guarantees and investments are furnished in the financial statements.

Related Party Transactions

During the financial year ended 31st March, 2026, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were in the ordinary course of business, on arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

Further, the Company had not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of the Related Party Transactions. In view of the above, disclosure in FORM AOC-2 is not applicable.

The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions, as amended and approved by the Board, is available on the Companys website.

Directors and Key Managerial Personnel

Shri Sanjay Kumar Khaitan, ceased to be the Director of the Company with effect from 25th January, 2026 upon completion of his maximum permissible term as an Independent Director of the Company. The Board places on record its deep appreciation for the valuable service rendered by Shri Khaitan during his tenure as Director of the Company.

Smt. Vinita Singhania (DIN: 00042983) Director, retires by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting (AGM). The Board recommends re-appointment of Smt. Vinita Singhania as Director of the Company liable to retire by rotation. Further, pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Board has also approved continuation of her appointment as Non-Executive Director of the Company, since She has attained the age of 74 years. Requisite Special Resolution regarding her re-appointment and continuation as Non-Executive Director of the Company, is included in the Notice of ensuing AGM for approval of the Members.

Declarations have been received from all the Independent Directors of the Company that they meet the criteria of independence as prescribed under the Companies Act, 2013 (“the Act”) & SEBI Listing Regulations. All the Independent Directors are registered in the Independent Directors Data Bank.

Shri Upendra Kumar Gupta, was re-appointed as Manager with the designation Chief Executive Officer and Chief Financial Officer of the Company for a further period of three years w.e.f. 1st July, 2026, subject to approval of the Members at the ensuing AGM. Requisite Resolution regarding his re-appointment is included in the Notice of ensuing AGM for approval of the Members.

Except as stated above, there was no other change in the Directors and Key Managerial Personnel of the Company, during the year under review.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 have been prepared in accordance with the provisions of the Companies Act, 2013, SEBI Listing Regulations and Indian Accounting Standards. The audited Consolidated Financial Statements together with the Auditors Report form part of the Annual Report.

A report on each of the subsidiaries and associates together with highlights of their performances and financial positions, included in the Consolidated Financial Statements is presented in a separate section in this Annual Report. Please refer AOC-1 annexed to the Financial Statements in the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, Consolidated audited Financial Statements along-with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

During the financial year under review, no company has become or ceased to be your Companys subsidiary/associate Company. The Company does not have any Joint Venture.

Deposits

The Company is a registered Non-Banking Finance Company and does not accept public deposits and as required by the Reserve Bank of India (RBI), the Board of Directors have also passed necessary resolution not to accept public deposits during the financial year 2026-27, without prior approval of RBI.

Auditors

(a) Statutory Auditors and their Report

The observations of the Auditors, in their Report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory. The Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board.

(b) Secretarial Auditor and Secretarial Audit Report

Shri Namo Narain Agarwal, Company Secretary in practice, was appointed as the Secretarial Auditor of the Company for a period of 5 (five) years commencing from the Financial Year 2025-26. The Secretarial Audit Report given by Shri Namo Narain Agarwal for the financial year 2025-26 in the prescribed format is annexed to this Report as Annexure-1. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

Shri Namo Narain Agarwal, Secretarial Auditor has resigned vide his letter dated 13th May, 2026, due to health issues. The Audit Committee and Board of Directors of the Company, have recommended appointment of M/s. Ronak Jhuthawat & Co. (Firm Registration No. P2025RJ104300) Company Secretaries, as Secretarial Auditor of the Company to hold Office for a term of five consecutive years w.e.f. the conclusion of the forthcoming Annual General Meeting till the financial year 2030-31, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to the approval of the Members at the ensuing AGM.

Requisite Resolution regarding appointment of Secretarial Auditor is included in the Notice of ensuing AGM for approval of the Members.

The Company has two material unlisted subsidiaries, namely- J.K. Fenner (India) Limited (JKFIL) and Umang Dairies Limited (UDL) (Formerly Panchmahal Properties Limited). The Secretarial Audit Report of M/s. Sridharan & Sridharan Associates, Company Secretaries and M/s. NNA & Associates, Company Secretaries, Secretarial Auditors of JKFIL and UDL for the financial year 2025-26 in the prescribed format is annexed as Annexure 2 and 3 respectively.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

During the financial year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Listing of Shares

Pursuant to the Scheme of Arrangement between Umang Dairies Limited, Panchmahal Properties Limited, Bengal & Assam Company Limited, and their respective Shareholders and Creditors sanctioned by the Honble Benches of National Company Law Tribunal Kolkata and Allahabad, 1,07,571 equity shares of Rs. 10/- each issued to the Shareholders of erstwhile Umang Dairies Limited, were listed and traded w.e.f. 24th September, 2025.

Material changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company.

Particulars of Remuneration

Details as required under the provisions of Section 197 (12) of the Companies Act, 2013 ("Act") read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report. Further, particulars of employees, as required under the provisions of Section 197 (12) of the Act read with Rule 5(2) & 5(3) of the said Rules, which form part of this Report will be made available to any Shareholder on request, as per provisions of Section 136 (1) of the said Act.

Internal Financial Controls

The Company has in place a strong Internal Financial Control system, Policies & Procedures which ensures accuracy & completeness of Accounting Records and also help in timely preparation of the reliable Financial Statements. These internal

Financial Control Systems are designed for safeguarding the assets of the Company and for the prevention and detection of errors & frauds commensurate with the size, nature & complexities of the Operations of the Company. These Policies & Procedures were found by the Statutory Auditors of the Company to be adequate for smooth, orderly & efficient conduct of the business of the Company.

The Internal Financial Control systems are regularly reviewed to ensure their effectiveness, taking into account the essential components of Internal Financial Controls as stated in the Guidance Note on the Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on such assessments carried out by the Management, no reportable material weaknesses in the adequacy in the System of Operations of Internal Financial Controls were observed during the year.

Cost Records

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company.

Directors Responsibility Statement

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the accounting policies have been selected and applied consistently and judgments and estimates made 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 and of the profit and loss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

(f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, Business Responsibility and Sustainability Report of the Company for the Financial Year 2025-26 ended 31st March, 2026 on standalone basis in the prescribed format, is given in a separate section and forms part of the Annual Report.

Prevention of Sexual Harassment of Women at Workplace

The requirement of constitution of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act, 2013, is not applicable to the Company, since the Company do not have any Women Employee.

Corporate Governance - including details pertaining to Board Meetings, Nomination and Remuneration Policy, Performance Evaluation, Risk Management, Audit Committee and Vigil Mechanism, etc.

The Company re-affirms its commitment to the highest standards of corporate governance practices. Pursuant to the SEBI Listing Regulations, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of this Report. The Corporate Governance Report which forms part of this Report also covers the following:

(a) Particulars of the Four Board Meetings held during the financial year under review.

(b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, interalia, the criteria for performance evaluation of Directors. The policy is also available on the website of the Company at www.bengalassam.com.

(c) The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual Directors has been made.

(d) The details with respect to composition of the Audit Committee and establishment of Vigil Mechanism.

(e) Details regarding development and implementation of Risk Management Policy including identification therein of elements of risks, etc.

(f) Dividend Distribution Policy.

(g) Details regarding credit rating.

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 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.

Corporate Social Responsibility

Although, Section 135 of the Companies Act, 2013 is applicable to the Company, however, since the Companys main source of income is dividend received from CSR compliant companies, the said Section read with Rule 2(1)(h)(ii) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, exempts the Company from constituting any CSR Committee and the liability of making any CSR expenditure. Accordingly, no CSR Policy is required to be formulated.

Compliance with Secretarial Standards

During the financial year under review, the Company has complied with the applicable Secretarial Standards issued under Section 118 of Companies Act, 2013.

Conservation of Energy etc.

As required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the requirement of furnishing particulars of energy conservation, technology absorption, etc. is not applicable to the Company. Further, particulars of Foreign Exchange Earning and Outgo are as under:-

i) Foreign Exchange earned	: NIL
ii) Foreign Exchange Outgo	: Rs. 127.37 Lacs

Acknowledgements

The Directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received from the various Government Authorities, Banks and the esteemed Shareholders of the Company. The Directors also record their appreciation for the total dedication of the employees.

	On behalf of the Board
	(Bharat Hari Singhania)
Place: New Delhi	Chairman
Date: 29th May, 2026	DIN: 00041156

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