Directors Report of BEML Land Assets Ltd.

Mar 31, 2025

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)

Particulars	2024-25	2023-24
Revenue from Operations	-	-
Value of Production	-	-
Profit before Depreciation, Interest and Tax	(291)	(308)
Finance costs	77	57
Depreciation and amortization expense	08	08
Profit Before Tax	(375)	(372)
Tax Expense	-	-
Other Comprehensive Income	-	-
Total Comprehensive Income	(375)	(372)
Profit available for appropriations	(4,053)	(3,679)
Net worth	111	486

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

---

Mar 31, 2024

The Directors have pleasure in presenting 3^,d Annual Report of the Company along with Audited Financial Statement for the year ended 31.03.2024 as under:

FINANCIAL RESULTS		(Rs. in Lakhs)
Particulars	2023-24	2022-23
Revenue from Operations	-	-
Value of Production	-	-
Profit before Depreciation, Interest and Tax	(307)	(55)
Finance costs	57	04
Depreciation and amortization expense	08	04
Profit Before Tax	(372)	(63)
Tax Expense	-	-
Other Comprehensive Income	-	-
Total Comprehensive Income	(372)	(63)
Profit available for appropriations	(3679)	(3307)
Net worth	486	858

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

Based on the advise of Inter-Ministerial Group, Government of India, as part of proposed strategic disinvestment of BEML, 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 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 compliance with MCA order, BEML Limited had fixed 09.09.2022 as record date for issuing shares of Resulting Company in the ratio of 1:1 and same were issued to all shareholders whose name 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 has started on 19.04.2023.

Central Government has amended 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. Hence, Company has applied to various State Governments for stamp duty exemptions for taking forward the registration of title deeds.

CATEGORIZATION OF NEW CPSES

Your Company has been conferred with Schedule ''C'' status on 22.01.2024 by Ministry of Defence in pursuance of Department of Public Enterprises Office Memorandum dated 11.12.2023 regarding Categorization of new CPSEs, and CPSEs created for asset management of disinvested CPSEs.

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 31.03.2024 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.

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 31.03.2024.

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.

APPOINTMENT OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Company being a listed CPSE, the President of India is vested with the power to appoint the Directors of the Company from time to time and also shall determine the terms of office of such Directors. Accordingly, the following appointments on the Board of your Company were effected during 2023-24 as per the directives of the President of India:

(i) Shri Shantanu Roy (DIN: 10053283) appointed as the Chairman & Managing Director of the Company w.e.f. 01.02.2024. He took charge on 01.02.2024.

(ii) Shri Anil Jerath (DIN: 09543904) appointed as Non-Executive Director of the Company w.e.f.

01.02.2024. He took charge on 01.02.2024.

(iii) Shri Rakesh Kumar (DIN: 10503071) appointed as Government Nominee Director of the Company on 09.02.2024. He took charge on

10.02.2024.

The aforesaid appointments have been placed before the shareholders in their 2^nd AGM held on

18.03.2024. Further, no Director shall retire by rotation during the period under review.

Shri Amit Banerjee, Nominee Director/ Chairman of the Board, Shri Ajit Kumar Srivastav, Nominee Director and Shri ML Shanmukh, Independent Director, were ceased to be Directors. The Board placed on record its deep appreciation for invaluable services rendered by Shri Amit Banerjee, Shri Ajit Kumar Srivastav and Shri ML Shanmukh on the Board.

NUMBER OF MEETINGS OF BOARD

During the year, five meetings were held on 23.05.2023, 17.07.2023, 27.07.2023, 13.02.2024 and 28.03.2024 respectively. Requirements on number and frequency of meetings were complied with in full in terms of Section 173 of the Companies Act, 2013 except during the quarter ended 31.12.2023 due to non-availability of requisite Directors on the Board.

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 financial statements for the year ended 31.03.2024, 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 judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2024 and of the profit of the Company for the year ended on that date;

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.

INTERNAL CONTROL SYSTEMS

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.

ENTERPRISE RISK MANAGEMENT

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-Manaaement-Pol icy-final, pdf.

RELATED PARTY TRANSACTIONS

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 2023-24.

MANPOWER

The number of employees of the Company as on 31.03.2024 stood at 4. Out of 4 employees, one employee is posted on deputation basis and three employees 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.

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 2023-24. Internal Complaints Committee (ICC) has not been constituted as required under Section 4(1) of the said Act, as there were only 4 employees in the Company during the year.

WHISTLE BLOWER POLICY

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, your Company has formulated "Vigil Mechanism/ Whistle Blower Policy" for directors and employees to report genuine concerns. The said policy is placed on the Company''s website https://www.blal.in/wp-content/uploads/2023/01/05.-Viail-Mechanism-AND-WHISTLE-BLOWER-Policv.pdf.

CORPORATE GOVERNANCE REPORT:

In terms of Regulation 34 of the Listing Regulations and Chapter 8 of the DPE Guidelines, a report on Corporate Governance (CG) compliance is included in the Board''s Report. Shri Swayambhu Viswanathan, Practicing Company Secretary (PCS) 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:

In terms of Regulation 34 of Listing Regulations and Chapter 7 of the DPE Guidelines, report on Management Discussion and Analysis Report is placed at Annexure-lli.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

SEBI vide Circular No.SEBI/HO/CFD/CMD-2/P/ CIR/2021/562, dated 10.05.2021 mandated top 1000 companies by market capitalization to publish BRSR in the annual report from FY 2022-23 in terms of Regulation 34 of the Listing Regulations. Since the Company ranked at 1191 (NSE) and 1248 (BSE) based on market capitalization as on 31.03.2024, the said Report is not appended with the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

STATUTORY AUDITORS

M/s N Tatia and Associates, Chartered Accountants, were appointed by Comptroller & Auditor General of India as Statutory Auditors for the year 2023-24.

COST AUDITORS:

Provisions of Section 148 of Companies Act, 2013 are not applicable to the Company for the financial year ended 31.03.2024. Flence, the Company has not appointed any cost auditor.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s Manish Mishra and Associates, Lucknow, (PCS) to undertake the Secretarial Audit of the Company for the year 2023-24. 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 from the end of financial year 2023-24.

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 statement of the Company are appended at Page No. 61 and 62 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 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 2023-24.

(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

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

ACKNOWLEDGEMENTS

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

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Mar 31, 2023

The Board of Directors have pleasure in presenting 2^nd Annual Report of the Company along with Audited Financial Statements for the year ended 31.03.2023 as under:

Financial results:		Rs. in Lakhs)
Particulars	2022-23	2021-22
Revenue from Operations	-	-
Value of Production	-	-
Profit before Depreciation, Interest and Tax	(55)	(01)
Finance costs	04	00
Depreciation and amortization expense	04	00
Profit Before Tax	(63)	(01)
Tax Expense	00	00
Other Comprehensive Income	OO	00
Total Comprehensive Income	(63)	(01)
Profit available for appropriations	(3307)	(0.81)
Net worth	858	0.19

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

Ministry of Defence (MoD) vide its letter dated 01.12.2016 communicated that Cabinet Committee on Economic Affairs (CCEA) had accorded "in-principle" approval for strategic disinvestment of 26% equity in BEML Ltd., out of Government of India shareholding of 54.03% along with management control. Inter-Ministerial Group (IMG) was constituted by the competent authority. Department of Investment & Public Asset Management (DIPAM) has appointed M/s SBI Capital Markets Limited as Transaction Advisor (TA) & M/s Crawford Bayley as Legal Advisor (LA) and Ministry of Defence (MoD) has appointed M/s RBSA Valuation Advisers LLP, Ahmedabad as Asset Valuer (AV) respectively. Further based on the advice of Inter-Ministerial Group (IMG),

road shows were completed and Preliminary Information Memorandum (PIM) was published on 04.01.2021 for global invitation of Expression of Interest (Eol). Eol from interested bidders have been received and evaluated byTA.

Virtual Data Room (VDR) has been set up by BEML and required data has been provided to TA for due diligence by qualified bidders.

Based on IMG advice, 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/ noncore assets, BEML incorporated "BEML Land Assets Limited" on 15.07.2021.

Later on, Petition was filed with 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).

The scheme of arrangement as approved by MCA, was filed with ROC on 24^th Aug 2022, accordingly the appointed date of demerger is 25^th August 2022.

In compliance with MCA order, BEML Limited had fixed 09.09.2022 as record date for issuing share of Resulting Company in the ratio of 1:1 and same were issued to all shareholders whose name 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 has started on 19.04.2023.

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 31.03.2023.

AMOUNT TRANSFERRED TO RESERVES

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

DIVIDEND

During the year under review, as the Company has not commenced any operations hence no dividend was declared on the Equity Shares.

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.

ENTERPRISE RISK MANAGEMENT

Your company has formulated Risk management policy and the same is placed on the website of the company at www.blal.in.

RELATED PARTY TRANSACTIONS

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 website of the Company at www.blal.in.

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.

DETAILS OF DIRECTORS

The first Directors of the Company on date of Incorporation i.e. 15.07.2021 are as below:

a. ‘Shri Amit Banerjee - Nominee Director/ Chairman of the Board

b. “Shri Ajit Kumar Srivastav - Nominee Director

c. “Shri ML Shanmukh - Independent Director

It is hereby confirmed that the Independent Director possess the required expertise and proficiency and have relevant experience.

‘Superannuated w.e.f 31st July 2023 “cessation w.e.f 13th February 2024

DIRECTORS AS ON DATE*

Shri Shantanu Roy - Chairman and

Managing Director

Shri Anil Jerath - Non-Executive

Director

Shri Rakesh Kumar - Nominee Director NUMBER OF MEETINGS OF BOARD

During the year, ten meetings were held on

20.04.2022, 24.06.2022, 01.08.2022,

18.08.2022, 25.08.2022,13.10.2022,

02.11.2022.12.12.2022, 31.01.2023 and 27.02.2023 respectively. Requirements on number and frequency of meetings were complied with in full in terms of Section 173 of the Companies Act, 2013.

SI No	Name	Designation	Number of Board Meeting attended
1	Shri Amit Banerjee	Nominee Director	10/10
2	Sri Ajit Kumar Srivastav	Nominee Director	10/10
3	Shri M L Shanmukh	Independent Director	10/10

DIRECTORS'' RESPONSIBILITY

STATEMENT

Pursuant to section 134(5) of the Companies

Act, 2013, your Directors state that,

a) in the preparation of the annual financial statements for the year ended 31.03.2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2023 and of the profit of the Company for the year ended on that date;

c) the directors have 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 have prepared the annual accounts on a going concern basis;

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

STATUTORY AUDITORS:

M/s Ramesh Rao & Co LLP, Chartered Accountants, were appointed by Comptroller & Auditor General of India as Statutory Auditors for the year 2022-23.

*M/s N Tatia and Associates, Chartered Accountants, are appointed by Comptroller & Auditor General of India as Statutory Auditors for the year 2023-24.

COST AUDITORS:

Provisions of Section 148 of Companies Act, 2013 is not applicable to the Company for the financial year ended 31.03.2023. Hence the company has not appointed any cost auditors.

SECRETARIAL AUDITORS:

‘Provisions of Section 204 of Companies Act, 2013 is not applicable to the company for the financial year ended 31.03.2023. But the provision is applicable from FY 23-24, hence the Company has appointed M/s Manish Mishra and Associates as secretarial auditors of the Company.

C & AG AUDIT

Comments of the Comptroller & Auditor General of India under Section 143(6)(b) of the Companies Act, 2013 on the financial statement of the company are appended at page 44 and 45 to the annual report.

FRAUDS REPORTED BY AUDITOR:

No frauds are reported by the auditors which fall under the purview of sub-section 12 of section 143 of 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. Significant and Material order passed by any regulators or courts or tribunals that may impact the going concern status and company''s operations in future.

ii. Application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2022-23.

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.

INTERNAL CONTROL SYSTEM

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 Audit Report.

PARTICULARS OF EMPLOYEES

The number of employees of the Company as on 31.03.2023 stood at 3. Out of the 3 employees, 2 employees are posted on deputation basis and 1 employee on contract basis.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of Companies Act, 2013 is not applicable to the Company for the financial year ended 31.03.2023 Thus, company has not formulated Corporate Social Responsibility Policy.

EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in the MGT-7 will be placed on Company''s website at www.blal.in

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 2022-23.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Chapter 7 of the DPE Guidelines, report on Management Discussion and Analysis is placed at Annexure-II.

CORPORATE GOVERNANCE REPORT:

In terms of Chapter 8 of the DPE Guidelines, a report on Corporate Governance (CG) compliance is included in the Board''s Report. M/s V N Associates, Practicing Company Secretaries (PCS) have issued a Compliance Certificate on the same. The aforesaid report on Corporate Governance along with Compliance Certificate is placed at Annexure-III.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As the Company was not listed as on 31.03.2023, the said provisions of SEBI (LODR) Regulations, 2015 are not applicable to the company. Thus, Business Responsibility & Sustainability Report is not attached with the Annual Report.

DETAILS OF DEMAT SUSPENSE ACCOUNT AND UNCLAIMED SUSPENSE ACCOUNT
SI.No	Particulars	No of cases	No of shares
01	Outstanding shares at the beginning of the year	0	0
02	Shares transferred during the year	509	88651
03	Number of shareholders approached	23	31655
04	Number of shares transferred during the year	0	0
05	Outstanding at the end of the year	509	88651
06	Voting rights frozen	509	88651

ACKNOWLEDGEMENTS

Your Directors express their sincere thanks to Government of India, Administrative Ministry, the Ministry of Defence, DIPAM, State Government of Karnataka for their valued support and guidance.

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