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:

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.

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.

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.