BCPL Railway Infrastructure Ltd

Dear Members,

Your Directors are pleased to present their report and financial statements for the year ended 31^st March, 2024.

(In Lacs)

Performance Highlights

Consolidated Performance Highlights of the Company are as follows:

(In Lacs)

Operating Performance

The Railway Business of the Company has been able to perform satisfactorily in maintaining EBIDTA margin amidst overall inflationary conditions which has exerted some pressure. The top line was slightly affected because of delay in completion of procedures related with contracts under EPC system by the Railways. Your Company adopted a focussed approach in targeting project completion and it is of the firm view that the business of the Company would register growth in the current fiscal because of the new orders and the overall buoyancy in the railways segment. The Management is taking all steps to protect the margins and is hopeful of maintaining the same because of the company's focus on key areas that may affect the profitability.

However, the management of the Company shall continue to keep constant vigil on the present geo political situation which has emerged as a very strong risk factor in the global business environment.

The Management of the Company is optimistic about the plans of the Government towards investment in the infrastructure sector of the country and hopes to bag significant quantum of orders from the Railways.

The inflationary trend in the global economy especially in ferrous and copper materials resulted in volatile markets. The Management has been able to sustain the adversities mainly on account of price variation claims with the Railway Authorities and the hedging techniques adopted to mitigate the inflationary pressures. Despite the inflationary pressures the business is expected to perform in line with macro-economic trends in the country.

Your Company is one of the leading providers of Railway Electrification infrastructure to the Indian Railways directly and to large corporates as well, to support their efficient connectivity initiatives.

Considering the efforts and plans of the Central Government for the Railways, in construction of double, third and fourth lines along the existing routes to facilitate movement of high-speed trains, laying of new routes especially in the tough terrain of the North-Eastern part of the country and Integration of postal and railway networks, enormous opportunities in the foreseeable future may be expected for the company. New Vande Bharat Routes are being introduced at regular intervals and Dedicated Freight Corridor routes are being expanded with increased speeds. All these initiatives would entail huge investments in the Railways for practically overhauling or strengthening the existing infrastructure comprising of tracks, signaling and electrification.

Shareholders' Fund

Your Company has been able to keep increasing its member's funds despite all challenges faced during the financial year. This has been made possible because of the extreme hard work, dedication and sincerity of the Company's work force, and efficient completion of Railway Electrification Projects.

Share Capital

The Authorised Share Capital of your Company as on March 31, 2024 stood at 180,000,000 divided into 18,000,000 equity shares of 10/-each. The Issued Share Capital of your Company is 167,236,380 divided into 16,723,638 equity shares of 10/- each and the subscribed and paid-up capital is 167,236,380 divided into 16,723,638 equity shares of 10/- each fully paid-up.

Earnings

Despite the inflationary challenges your Company has been able to perform satisfactorily in maintaining EBIDTA margin during the FY 24.

The Management of the Company took the adversities in their stride and made all out efforts for improvement of the Company's operating efficiencies. This has been possible with the overall improvement in the productivity of the Company's work force and the initiatives taken by the Government of India to infuse liquidity in the economy by spending more in infrastructural sectors.

Dividends

The Board of Directors have recommended a final dividend of 0.70 (7%) per equity share of 10 each for the financial year ended 31^st March, 2024, subject to approval of shareholders. The outflow on account of dividend, if approved, would be 117.06 lacs.

Details of the dividend payment schedule is provided in Annexure-4. The Company has transferred 437.34 lacs to the Retained Earnings during the financial year 2023-24.

In terms of the provisions of Section 124 of the Act, till date no amount is due for transfer to the Investor Education and Protection Fund, in respect of dividend amounts lying unclaimed or unpaid for more than seven years from the date they became due.

Pursuant to the changes introduced by the Finance Act, 2020 in the Income-tax, Act 1961, the dividend paid or distributed by a Company shall be taxable in the hands of the shareholders. Accordingly, in compliance with the said provisions, your Company shall make the payment after necessary deduction of tax at source.

Economic Scenario

The world has been facing geopolitical tensions, supply chain disruptions and many other unpredictable headwinds that has been reshaping the contours of our lives and livelihoods. The global economy is continuously reshaping itself faced with multiple challenges emanating from elevated inflation, tight monetary and financial conditions, escalating geopolitical tensions, rising geoeconomic fragmentation, routes, high public debt burdens and financial instability.

The Indian Economy has shown resilience, drawing upon the innate strength of its underlying fundamentals and supported by a prudent and favourable policy mix. The supportive policy initiatives include Infrastructure development, easing of supply side bottlenecks through easier access to credit, relief to the infrastructural sector especially to MSMEs and other direct tax measures. A significant increase in capital expenditure on infrastructure by the Government to prepare the economy for a sustained long-term expansion. The Government emphasised on a strong and resilient social infrastructure through ‘Aatma Nirbhar Bharat Abhiyan' packages and other sector specific initiatives aimed at reskilling population, as with building skills and providing employment and livelihood to one of the largest labour forces in the world.

Industry outlook

Projects relating to transport and logistics infrastructure in the National Infrastructure Pipeline will be aligned with PM GatiShakti framework, especially funding development projects in the North-Eastern region. The PM-GatiShakti program is intended as a transformative approach to economic growth and sustainable development driven by seven engines, namely, Roads, Railways, Airports, Ports, Mass Transport, Waterways, and Logistics Infrastructure and supported by the complementary roles of Energy Transmission, IT Communication, Bulk Water & Sewerage, and Social Infrastructure. The joint efforts of the government and the private sector is expected to create job and entrepreneurial opportunities for all, especially the youth.

Infrastructure development projects by Railways often see delay in completion and cost escalation. This shows inefficiency in project execution, which has a negative impact on budgetary requirements as well as operations. Despite facing the unprecedented delay in project completion and inflationary challenges Indian railways (IR) has not only been able to move millions of people but has also been able to keep national supply chain running. With over 68,102 route kms IR strives to provide a safe, efficient, competitive and world class transport system. IR is introducing the one-station-one-product concept to help local businesses and supply chains. New Vande Bharat trains are being developed and manufactured for better energy efficiency and passenger riding experience. As a part of Atmanirbhar Bharat, 2,000 km of network will be brought under Kavach, the indigenous world-class technology for safety and capacity augmentation. Further, 100 cargo terminals for multimodal logistics facilities will also be developed during the next few years.

In order to provide better amenities IR has embarked on providing Wi-Fi internet services at all stations (excluding halt stations). In addition to the above, projects connecting via difficult terrain and the rail network connecting all capitals of the north eastern states are ongoing.

The National Rail Plan lays down the road map for capacity expansion of the railway network by 2030 to cater to growth up to 2050. It envisages the creation of a future ready railway system that is able to not only meet the passenger demand but also increase the freight corridors from the present level. IRs capital expenditure includes investments for constructing new lines, procuring wagons, doubling of lines, and renewing tracks.

Opportunities and Threats

A lot of emphasis is given to Railway Electrification in recent years with a view to reduce the Nation's dependence on imported petroleum based energy and to enhance the country's energy security, with a vision of providing eco-friendly, faster and energy efficient mode of transportation, keeping in mind the huge cost savings and considerable reduction in carbon foot print. Railways will develop new products and efficient logistics services for small farmers, and small and medium enterprises. It will also take steps towards integration of postal and railway networks to provide seamless solutions for movement of parcels. 100 PM-GatiShakti Cargo Terminals for multimodal logistics facilities will be developed over the next three years. Multimodal connectivity between mass urban transport and railway stations will be facilitated on priority. New-generation Vande Bharat trains will be manufactured over the next few years. 2,000 kms of network will be brought under Kavach, the indigenous technology for safety and capacity augmentation. ‘One Station-One Product' concept will be popularised to help local businesses and supply chains.

Aided by the Government policy and initiatives your Company foresees a very bright future for organisations which are providing dedicated services for the Railway Electrification Eco System.

Your Company faced the bottlenecks created by uncertainties due to inflationary conditions and volatile logistic pricing thereby causing supply chain disruptions and project extensions. The inflationary trend in the global economy especially in ferrous and copper materials as well as increasing rates of freight has resulted in a volatile pricing mechanism. However, the Management has been able to overcome the adversities mainly on account price variation claims with the Railway Authorities and adept hedging strategies.

Further, issues like the inadequate availability of skilled labour at certain work sites posed a challenge for the Company. However, your Company is poised to mitigate such problems through, efficient workforce management, adept leadership qualities, quick decision making and internal control system.

To sum up, it may be stated that digitization, planning and execution coupled with skilled workforce and robust internal control system may help in mitigating the risks associated with the business.

Company's Operations

Your Company's consistent focus on transforming challenges into opportunities has been the pivot which has enabled the Company to do well even during tough times. The inherent challenges brought about by geographical tensions followed by global inflation made it imperative that we focus on our strengths and look for all available opportunities. The Company's tremendous progress over the past decade has been possible because of an organizational culture that encourages and rewards team endeavours and value to the customer. The ability of the teams to consistently craft and execute winning strategies while ensuring that the corporate governance standards are maintained at the highest levels have ensured robust and consistent growth of the Company. Despite the undeniable challenges, your company has been agile and focussed to adapt to the new normal with understanding of the core values of business entrenched in team, technology and techniques more than ever, thus strengthening its position in the industry.

Your company has a dedicated team of in house design engineers, to lay out the drawings and plan of execution as per the specifications of the Indian Railways.

Your Company has a pan India presence in executing electrification projects and traction substation work under Indian Railways. It has a strong order book position with path-breaking orders in the railway electrification segment received from Indian Railways as well as the Rail Vikas Nigam Limited (RVNL), Rail Infrastructure Development Company (Karnataka) Limited (K-Ride), Military Engineering Services (MES), WEBEL (West Bengal Electronics Industry Development Corporation Limited) and Tata Steel Limited.

Subsidiary Company - BCL Bio Energy Private Limited Rice Bran Oil Extraction

Keeping in mind BCPL's objective of contributing to India's foreign exchange reserves directly or indirectly, the Company's subsidiary is endeavouring to enter the Rice Bran Oil sector for extracting oil from Rice Bran through the Solvent Extraction Process. The Project would contribute to India's food energy and Foreign Exchange Reserves as the country is a net importer of edible oils. Further the residual cake after extraction of oil is Deoiled Rice Bran, used as cattle feed and exported from India to countries like Bangladesh, Vietnam. The 300 TPD Rice Bran Oil Extraction project is set to initiate its commercial production by the later part of the of the calendar year 2024. The Management will endeavour to produce rice bran oil and rapeseed or mustard oil cake from the same plant which will ensure optimum utilization of the plant capacity. No issues shall arise regarding the selling point of the rapeseed or mustard cake since they already have a readily available overseas market.

Once operational, the plant would create a one of its kind facility in Burdwan that would be extracting both Rice Bran Oil & Rapeseed Oil from Rice Bran and Rapeseed oil cake respectively. Thus, the plant would help the small rapeseed oil mills around its vicinity to sell their products at better price points.

Details of subsidiary in Form AOC-1 is provided in

Consolidated Financial Statements

The duly audited Consolidated Financial Statements as required under the Indian Accounting Standard 110, provisions of Regulation 33 of the Listing Regulations and Section 136 of the Act have been prepared after considering the audited financial statements of your Company's subsidiaries and appear in the Annual Report of the Company for the FY 23-24.

Focus, Outlook and Future Projections

Your Company focus on Railway Electrification has been able to carve a niche for itself in the field, whereby it has become a highly acceptable partner for the Railways. This has been possible because of the Company's focus on efficient execution management system.

The Indian Railway ecosystem is evolving and getting upgraded with previously unimaginable pace and commitment. New Vande Bharat Routes are being introduced every passing day and Dedicated Freight Corridor routes are being expanded with increased speeds. All these initiatives would entail huge investments in the Railways for strengthening the existing infrastructure comprising of tracks, signaling and electrification so that the dream of making the Indian Railways one of the best in the world is realized sooner than later.

The North eastern region of the country is relatively backward in terms of the reach of the Railways and the Central government of the day is committed to eradicating this weakness by implementing railway projects in the North Eastern states.

Considering the efforts and plans of the central government for the Railways, the sector assumes the importance of being a sunrise sector of the present decade.

Your Company's subsidiary, BCL Bio Energy Private Limited (BCL) is at the verge of commencing its commercial production of an Edible oil production facility that will enable production of Rice Bran oil at Burdwan, West Bengal. The project is envisaged for extraction of Crude Rice Bran Oil from Rice Bran of 300 TPD and the residual cake called Deoiled Rice Bran. The Unit is located in the Burdwan District of West Bengal about 100 kms from Kolkata. The promoters are well experienced in the trade of food grains through their export business of animal feed exports. Crude Rice Bran Oil is a high demand product and is readily saleable to oil refineries. The residual product Deoiled Rice Bran is used as cattle feed will be exported to Bangladesh, Vietnam and various other countries. The Management will endeavour to produce rice bran oil and rapeseed or mustard oil cake from the same plant which will ensure optimum utilization of the plant capacity. No issues shall arise regarding the selling point of the rapeseed or mustard cake since they already have a readily available overseas market. Soyabean extraction may also be taken into consideration at a later phase. This will also increase the profitability of the concern on a consolidated basis. The project is viable considering the availability of raw material within the vicinity of the unit i.e. Burdwan District, West Bengal and the huge demand for Rice Bran Oil and Deoiled Rice Bran in the state of West Bengal. The unit is also capable of producing soya bean and rapeseed oil which are high value addition products.

The subsidiary's function will be in line with the Company's philosophy of contributing to the country's Foreign Exchange through reduced outflows and dependence on imported oil and by controlling inflation caused by price fluctuations. Hence, the benefits of such a venture may be seen as,

- Reducing significant burden on the government's exchequer

- Reducing dependence on the international market for edible oils

- Controlling price volatility of edible oil affecting both the consumers and producers.

- Encouraging use of Rice bran, a highly nutritious product that has numerous well-known health benefits.

- Encouraging MSME rapeseed oil mills around its vicinity to sell their products at better price points.

As you are aware that the availability of raw materials, Rice Bran which is a by-product of rice after its milling, is grown in abundance in Burdwan District of West Bengal. So, it is hoped that the present venture will also promote employment generation in the region.

The 300 TPD Rice Bran Oil Extraction project is set to initiate its commercial production by the later part of the of the calendar year 2024. The project is at the verge of starting its commercial operations and its working may be expected to show up in the second half accounts of FY24-25 onwards.

Risks and Concerns

The Management of the Company endeavours to identify elements of risk in different areas of operations and to develop mechanism for initiating actions required to mitigate the risks.

The Management on a timely basis informs the Board about risks along with measures that they propose to take in order to mitigate the risks.

The Company has a Risk Management policy approved by the Audit Committee and the Board of Directors. The Policy provides a framework for identification of risks inherent in the business operations of the Company, and devises mitigation methods in a dynamic manner and on a continuous basis which are periodically reviewed and modified considering the size and complexity of the business and the regulatory as well as business requirements. The hedging policy laying down the technique, guidelines and procedures to mitigate the risk from high volatile as well as high value items forms part of the Risk Management policy. This hedging tool is devised for mitigating risk due to price fluctuation. The Risk Management Policy can be viewed at the following web link: https://www.bcril.com

Due to inflationary pressures, there were some uncertainties/ disruptions in the supply chains, availability of labour and their movement. Your Company continues to provide special attention to these areas requiring flexibility of operations and quick decision making.

Operational Efficiency

Your Company is constantly directing its efforts towards efficiency enhancement in all fronts starting from administrative office to project locations.

Your Company has also started various programmes for training the work force in achieving improvements in micro level efficiency.

Your Company also encourages leadership skills amongst its employees which have helped maintaining a motivated and efficient work force.

Safety

Your Company has, as a policy, always strived to ensure safety and security of its work force. Safety is of paramount importance in our area of work and we, at BCPL, are ever focussed on improving the safety of our workers and the safety of lives. With a view to achieve this, your Company constantly organises training programmes to inform employees about the ways and means of working under strict safe conditions. Your Company procures the best safety gears comprising of helmets, safety belts and undertakes regular safety checks to ensure that the rules are followed. The Company has a dedicated safety officer to ensure compliance with rules.

We have been vigilant at site in line with the health and safety policy and rules framed thereunder and ensured strict implementation of the ‘STAY SAFE' policy and the ‘ZERO TOLERENCE' policy towards slackness in maintaining safety at work site. We encourage virtual meetings at site offices at all levels, be it internal and/or client or stakeholders' meetings.

Quality Control

Your Company is aware of its responsibility towards the delivery of a safe Railway Electrification Eco System for the safety of property and the masses who use the services of the Railways for meeting their transport requirements.

With a view to achieving the best standards in its construction efforts the Company has in place a system of checks and balances whereby the work performed by its employees is thoroughly checked by trained engineers in terms of safety standards set by the Railway Administration.

Your Company depends on vendors approved by RESEARCH DESIGNS & STANDARDS ORGANISATION (RDSO) for procuring equipment required in execution of projects. Further your Company has a system of identifying its vendors based on their credibility in terms of timely delivery of quality products.

Considering the ambitious plans of the Government towards Railway Electrification, timely procurement may play out as a key factor towards timely project completion. In order to address any risk involved, your Company takes further precautions by constantly developing vendor base so that in the event of a scarcity in supply of equipment the challenge can be effectively dealt with.

Further the Board of Directors have laid down a standard procurement policy for ensuring the orderly and efficient conduct of its business. The Policy provides a framework for procurement of materials as may be required by issuing purchase orders pursuant to these standard terms and conditions, thereby devising mitigation methods for orderly supply chains and for operating standard negotiating terms. The Procurement Policy can be viewed at the following web link: https://www.bcril.com.

Environment

The aim of your Company is to develop business while improving its environmental performance in creating a more sustainable future. In order to achieve this, your Company continues to focus on measures for the conservation and optimal utilization of energy in all the areas of its operations. Work Sites are encouraged to consistently improve operational efficiencies, minimize consumption of natural resources and reduce water, energy consumption and carbon emissions while maximizing productivity.

Adopting the use of digitisation in our business operations is encouraged by arranging virtual meetings at all levels, be it internal with the employees and work sites or Railway personnel, client or other stakeholders.

Health of Employees

Your Company recognises the importance of maintaining health of its employees who work away from home for considerable lengths of time. With a view to providing the best medical facilities to its employees, whenever required, your Company has tied up with a Group Medical/ Accidental Insurance provider for its employees to avail the best medical attention without worrying about the cost.

In the past few years, we have learnt to be vigilant and be aware of health, hygiene and cleanliness at home and at work places. Your Company provided remote specialised training at various units through video conferencing and ensured personal hygiene, safe work habits and best practices in sanitation and disinfection in the work place.

Your Company is taking the utmost care of its staff and work force. Measures taken at all units of the Company include,

• Display of Posters regarding safety rules to be followed. Awareness at prominent places of all business units.

• Periodical conduct of safety vigilance and safety audit.

• Adopting ‘Zero tolerance' for safety issues.

• Insuring employees against Accidents/injuries.

Directors' Responsibility Statement

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March, 2024 are in full conformity with the requirements of the Act.

They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present your Company's financial condition and results of operations.

Your Directors further confirm that in preparation of the Annual Accounts:

i) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given,

ii) The Directors have 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 and of the profit or loss of the Company for that period,

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

iv) The Accounts have been prepared on a going concern basis,

v) The Directors have laid down internal financial controls to be followed by the Company and ensure that such internal financial controls are adequate and operating effectively,

vi) The Directors have devised proper systems to ensure proper compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

Corporate Governance

Your Company re-affirms its commitment to the standards of corporate governance. This Annual Report carries a Section on Corporate Governance and benchmarks your Company with the relevant provisions of the Listing Regulations.

Pursuant to the Listing Regulations, as amended, a certificate obtained from a Practising Company Secretary certifying that the Directors of the Company are not debarred or disqualified from being appointed or to continue as directors of the companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs, forms part of the report as Annexure 6 to the Corporate Governance Report.

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board at its meeting held on 14^th August, 2023 appointed Messrs TP & Associates, Company Secretaries (ACS-49208 COP No.22187) as the Secretarial Auditor to conduct audit of the secretarial records for the financial year ended 31st March, 2024 and to submit the Secretarial Audit Report.

The Secretarial Audit Report as received from Messrs TP & Associates, Company Secretaries in the prescribed Form No. MR-3 is annexed to this Board's Report and marked as Annexure 5.

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulations"), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company is attached as Annexure 8 and forms integral part of this Report (hereinafter "Corporate Governance Report").

Secretarial Auditors and Secretarial Standards

Messrs TP & Associates, Practising Company Secretaries, have been appointed as the Secretarial Auditor of the Company with effect from 14^th August, 2023. The report of the Secretarial Auditor is enclosed with this report and forms part of this report.

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

Policy on Appointment and Remuneration of Directors and Key Managerial Personnel

The Company has formulated a Remuneration Policy pursuant to the provisions of Section 178 and other applicable provisions of the Act and Rules thereof. There has been no change in the said policy during the financial year ended 31st March, 2024. The Policy is available at the following web link: https://www.bcril.com.

Qualification or Reservations in the Statutory/Secretarial Audit Reports

Your Board has the pleasure of confirming that no qualification, reservation, adverse remark or disclaimer has been made by the Statutory Auditors and the Company Secretary in Practice in their Audit Reports issued to the members of the Company.

Directors and Key Managerial Personnel

Your Company's Board is duly constituted and in compliance with the requirements of the Act, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

Composition of Board

The Board comprises 8 Directors of which, 3 are Executive Directors (2 of whom are part of the promoter group), 1 is Non-Executive (part of the promoter group) and 4 are Non-Executive, Independent Directors. The composition of the

Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act.

Structure of the Board of Directors

Meetings of the Board

During the year 2023-2024, the Board of Directors met 5 (Five) times. For details of the meetings of the Board of Directors, please refer to the Corporate Governance Report.

Changes in Board Composition

Details of Directors' appointment/reappointment and change in board composition during the financial year under review are as follows:

Independent Directors

In the opinion of the Board, the Independent Directors possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 (as amended).

The following are the independent directors of the Company:

1. Dr Sanghamitra Mukherjee

2. Mr Swapan Kumar Chakraborty

3. Mr Sudipta Kumar Mukherjee

4. Mr Ranajit Kumar Mondal

The Company has received declarations from Independent Directors that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013 and as required under the Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/ reappointment as Independent Directors on the Board.

The Board of Directors confirms that the Independent Directors have affirmed compliance with the Code for Independent Directors as prescribed in Schedule IV to the Act and also with the Company's Code of Conduct applicable to all the Board Members and Senior Management Personnel of the Company for the financial year ended on 31st March, 2024.

The Company arranges detailed presentations on various business aspects to familiarise the Independent directors about the different aspects of the prevailing business environment, economy, performance of the Company and its strategies.

Statement of Evaluation of Board of Directors and Committees thereof

Your Company understands the requirements of an effective Board Evaluation process and accordingly conducts the Performance Evaluation every year in respect of the following: i. Board of Directors as a whole. ii. Committees of the Board of Directors. iii. Individual Directors including the Chairman of the Board of Directors.

In compliance with the requirements of the provisions of Section 178 of the Act, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI, your Company has carried out a performance evaluation process internally for the Board/Committees of the Board/Individual Directors including the Chairman of the Board of Directors for the financial year ended 31^st March, 2024.

The key objectives of conducting the Board Evaluation process were to ensure that the Board and various Committees of the Board have appropriate composition of Directors and they have been functioning collectively to achieve common business goals of your Company. Similarly, the key objective of conducting performance evaluation of the Directors through individual assessment and peer assessment was to ascertain if the Directors actively participate in the Board/Committee Meetings and contribute to achieve the common business goals of the Company. The Directors carry out the aforesaid performance evaluation in a confidential manner and provide their feedback on a rating scale of 1-5.

This year too, the outcome of such performance evaluation exercise was discussed at a separate Meeting of the Independent Directors held on 30^th March, 2024 and was later tabled at the Board Meeting held on 28^th May, 2024. After completion of internal evaluation process, it was noted that the Board and the Committees are working effectively.

Pursuant to Section 178(3) of the Act and Regulation 17(6) of the Listing Regulations, the Remuneration Committee is entrusted with responsibility of formulating criteria for determining qualifications, positive attributes and independence of an independent director. This can be viewed at https://www.bcril.com.

A. Audit Committee

The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Act, the Rules framed thereunder read with Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee have been duly approved by the Board of Directors.

During the year under review, the Audit Committee comprised Independent Directors, namely, Mr. Sudipta Kumar Mukherjee (Chairman), Mr. Swapan Kumar Chakraborty (Member) and Mr. Uday Narayan Singh, Executive Director & CFO. Powers and role of the Audit Committee are included in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

Whistle Blower Policy

In terms of the provisions of Section 177 of the Act and the Rules framed therein read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for directors and employees of the Company through which genuine concern regarding various issues relating to inappropriate functioning of the organisation can be raised. The Whistle Blower Policy has been uploaded in the website of the Company at https://www.bcril.com.

The Vigil Mechanism of your Company is governed by the ‘Whistle Blower Policy' Mechanism, which provides for adequate safeguards against victimization of director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

C. Nomination and Remuneration Committee

The Company has a Nomination & Remuneration Committee. The details of the committee are given in the Report on Corporate Governance –

Annexure 7.

C. Stakeholders' Relationship and Investor Grievance Committee

The Company has a Stakeholders' Relationship and Investor Grievance Committee. The details of the committee are given in the Report on Corporate Governance – Annexure 7.

D. Corporate Social Responsibility Committee

The Company has a Corporate Social

Responsibility Committee. The details of the committee are given in the Report on Corporate Governance – Annexure 7. A report on the CSR activities/initiatives undertaken by the Company is provided in Annexure 2.

Your Company has spent the entire amount of 21.59 lacs during the year 2023-24 as against its 2% obligation through donation to ‘BRIL Social Foundation', a section 8 company. Your Directors ensure that all funds are directly used for the CSR activities as per the directives of the CSR committee and in accordance with the CSR policy of the Company. The Corporate Social Responsibility Policy has been uploaded in the website of the Company at https://www.bcril.com.

Prevention of Sexual Harassment

Your Company had framed a policy on Prevention of Sexual Harassment of Women at workplace pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which commits to provide a workplace that is free from all forms of discrimination, including sexual harassment. The Policy can be viewed at the following weblink: https://www.bcril.com.

Pursuant to 134(3)(q) read with the Companies (Accounts) Rules, 2014, the Company has complied with the provisions relating to constitution of Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the Policy, any complaint received shall be forwarded to an Internal Complaint Committee ("ICC") formed under the Policy for redressal. The investigation shall be carried out by ICC constituted for this purpose. From the date of inception, there has been no such complaint received.

Familiarization Programme for Independent Directors

The Company believes that the best training is imparted when dealing with actual roles and responsibilities on the job. To this extent, the Company arranges detailed presentation by Key

Functional Heads on various aspects including the business environment, economy, performance of the Company, industry scenario, financial controls, the Company's strategy, safety policy and practices at work sites etc. Visits to the Company's works are also undertaken from time to time. Details of Familiarization Programmes imparted during the year under review has been available at the following weblink: https://www.bcril.com.

Business Responsibility

Creating shared value is your Company's fundamental way of working and contributing to society while ensuring long-term business success. Your Company has been conducting business in a way that delivers long-term shareholder value and benefits to society.

Statutory Auditors

Messrs. L B Jha & Co., Chartered Accountants was appointed as Statutory Auditors of the Company in the 25^th AGM held on 12^th August 2021 for a period of 5 years till 2025-26.

The report of the Statutory Auditors M/s. L B Jha & Co. alongwith notes to Schedules is enclosed with this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

Listing with Stock Exchanges

Your Company is listed with BSE Limited and has paid the listing fees to the Exchange. Your Company was listed with the SME Exchange of BSE Limited and migrated to the main board of the BSE Limited on the 4^th January, 2021. The address of the Stock Exchange and other information for shareholders are given in this Annual Report.

Cost Accounts and Cost Auditors

Cost audit applicability provisions are contained under rule 4 of the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Hence no cost accounts are required to be maintained nor are Cost Auditors required to be appointed by the Company.

Details of Loans and Investments

Details of the loans given by your Company under Section 186 of the Act during the financial year ended 31^st March, 2024 are as follows:

BCL Bio Energy Private Limited – Subsidiary Company – Guarantee Given against loan from Bank of India amounting to 34.19 Crores.

Related Party Transactions

The Company has always been committed to good corporate governance practices, including in matters relating to Related Party Transactions (RPTs). Endeavour is consistently made to have only arm's length transactions with all parties including Related Parties.

The Board of Directors of the Company had adopted the Related Party Transaction policy regarding materiality of related party transactions and also on dealings with Related Parties in terms of Regulation 23 of the Listing Regulations and Section 188 of the Act. The policy is available at the following weblink: https://www.bcril.com.

All related party transactions have been carried out at arms' length basis in the ordinary course of business. There is material related party transaction i.e. transaction exceeding 10% of the annual consolidated turnover as per the last audited financial statements of the Company during the year by your Company. Accordingly, the disclosure of Related Party Transaction as required under Section 134(3)(h) of the Act in Form AOC-2 is provided in Annexure 1. Members may refer to notes no.34 to the financial statement which sets out related party disclosures.

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and other Employees

The Company has formulated a Remuneration Policy pursuant to the provisions of Section 178 and other applicable provisions of the Act and Rules thereof. The policy is based on the guiding principle aimed towards retaining and rewarding performers. There has been no change in the said policy during the financial year ended 31st March, 2024. The Policy is available at the following weblink: https://www.bcril.com.

Policy to Determine Material Events

As per the Listing Regulations, the Company has framed a policy for determination of materiality, based on criteria specified in the Regulations. The Policy is available at the following web link: https://www.bcril.com.

Policy for Preservation of Documents

As per Regulation 9 of Listing Regulations, the Company has framed a policy for Preservation of Documents, based on criteria specified in the said Regulations. The Policy is available at the following web link: https://www.bcril.com.

Significant Changes

During the financial year 2023-2024, no significant change has taken place which could have an impact over the financial position of the Company.

Public Deposits

Your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013.

Extract of the Annual Return

The Annual Return of the Company in Form MGT7 in accordance with Section 92(3) of the Act, read with Companies (Management and Administration) Rules, 2014 (as amended), is available on the website of the Company at https://www.bcril.com and the annual report is available at https://www.bcril.com. As per the notification of the MCA dated 28^th August, 2020 it is not required to annex to this Report and as such the same is not attached in this report but available at the aforesaid weblink.

Significant and Material orders passed by the Regulators/Courts/ Tribunals

Pursuant to Section 134(3)(q) of the Act read with Companies (Accounts) Rules, 2014, it is stated that no significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company's operations in future.

There is no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relates and the date of the report.

Internal Controls and their adequacy

Your Company's Internal Control Systems are commensurate with the nature, size and complexity of its business. The Board of Directors have laid down internal financial control measures to be followed by the Company and such procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Good governance, well defined systems and processes, risk assessment, a vigilant control function, communication and monitoring and an independent internal audit function are the foundation of the internal control systems. Internal Audit department provides assurance on functioning and quality of internal controls along with adequacy and effectiveness through periodic reporting. Internal Risk and Control function also evaluates organisational risk along with controls required for mitigating those risks. The control activities include continuous monitoring, routine reporting, digital business environment with minimum possible interference, checks and balances, purchase policies, authorization and delegation procedures, audits including compliance audits, which are periodically reviewed by the Audit Committee. Your Company has a Code of Conduct for all directors and senior management and a clearly articulated and internalized delegation of financial authority.

Your Company also takes prompt action on any violations of the Code of Conduct. The Code of Conduct for directors and senior management can be viewed at the following web link: https://www.bcril.com.

Internal Financial Controls and their adequacy

The Directors had laid down internal financial controls to be followed by your Company and such policies and procedures adopted by your Company for ensuring the orderly and efficient conduct of its business, including adherence to your Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and modifications and strengthening of the systems is carried on based on the recommendations of the committee with the approval of the board, if required.

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

The Company's activities during the year do not entail disclosure with respect to conservation of energy, technology absorption, etc. in accordance with the provisions of Section 134(3)(m) of the Company Act, 2013. The Company's has no foreign exchange earnings or outgo during the FY 23-24.

Information regarding Employees and related disclosures

In terms of the provisions of Section 197(12) read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 particulars of certain category of employees have been set out in Annexure 3 of this report.

Your Company considers people as its biggest assets and ‘Believing in People' is at the heart of its human resource strategy. Concerted efforts at talent management, and strong performance management and learning and training initiatives are conducted to ensure that your Company consistently develops inspiring, strong and credible leadership. Your Company also organises employee felicitation events wherein proficient performers are rewarded. Despite challenges faced by the employees during this pandemic period, they cooperated in every respect for the benefit of the Company.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is appended as Annexure – 3 to the Report. The information as per Rule 5(2) of the Rules, forms part of this Report.

Ratio of remuneration of Director or Key Managerial Personnel to the median of the employees:

(In Lacs)

Note: 1. The median employee remuneration for 2023-24 is Rs 4,21,964/-.

2. Mr Debasis Sircar's salary amounting to 24.06 lacs is reimbursed from subsidiary company, BCL Bio Energy Private Limited.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Appreciation

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company's resources for sustainable and profitable growth.

Your Directors hereby wish to place on record their appreciation for the undaunted efforts despite of the challenges faced by the employees during the pandemic. Your Directors also wish to place on record their appreciation for the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. The Industrial Relations were generally satisfactory during the year. Your Company wishes to put on record its deep appreciation of the cooperation extended and efforts made by all employees. Your Directors look forward to the long term future with confidence.

Your Company continued to receive co-operation and unstinted support from the Railways, Suppliers, and others associated with the Company as its business partners. The Directors wish to place on record their appreciation for the same and your Company will continue in its endeavour to build and nurture strong links with concerned parties, based on mutuality, respect and co-operation with each other and consistent with National interest.