Your Directors take immense pleasure in presenting their Forty-Fifth (45th) Annual Report together with the Audited (Standalone and Consolidated) Financial Statements of BLB Limited ("the Company”) for the Financial Year 2025-26 ("Review Period”).
FINANCIAL SUMMARY AND HIGHLIGHTS
The audited standalone and consolidated financial statements of the Company, which form a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 and the Indian Accounting Standards.
A summary of the Company's financial performance, both on standalone and consolidated basis, for the financial year 2025-26 as compared to previous financial year 2024-25 is as under:
(Rs. In Lacs)
|
Particulars
|
Standalone
|
Consolidated
|
| |
2025-26
|
2024-25
|
2025-26
|
2024-25
|
|
Revenue from Operations
|
74,401.40
|
53,923.37
|
74,401.40
|
53,923.37
|
|
Other Income
|
219.52
|
0.50
|
219.52
|
0.50
|
|
Expenses
|
(70,012.17)
|
(53,272.99)
|
(70,016.31)
|
(53,272.99)
|
|
Profit/ (loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense
|
4,608.75
|
650.88
|
4,604.61
|
650.88
|
|
Less: Depreciation/ Amortization/ Impairment
|
(14.55)
|
(12.26)
|
(14.55)
|
(12.26)
|
|
Profit/ (loss) before Finance Costs, exceptional items and Tax Expense
|
4,594.20
|
638.62
|
4,590.06
|
638.62
|
|
Less: Finance Costs
|
(138.73)
|
(106.29)
|
(138.73)
|
(106.29)
|
|
Profit/ (loss) before Exceptional items and Tax Expense
|
4,455.47
|
532.33
|
4,451.33
|
532.33
|
|
Add/ Less: Exceptional items
|
-
|
-
|
-
|
-
|
|
Profit / (loss) before Tax Expense
|
4,455.47
|
532.33
|
4,451.33
|
532.33
|
|
Less: Tax Expense (Current & Deferred)
|
(1,120.18)
|
(146.27)
|
(1,119.14)
|
(146.27)
|
|
Profit / (loss) for the year
|
3,335.29
|
386.06
|
3,332.19
|
386.06
|
|
Other Comprehensive Income/(loss)
|
13.50
|
(280.66)
|
13.50
|
(280.66)
|
|
Total Comprehensive Income/ (loss)
|
3,348.79
|
105.40
|
3,345.69
|
105.40
|
|
Basic Earnings Per Share (in Rs.)
|
6.31
|
0.73
|
6.30
|
0.73
|
|
Diluted Earnings Per Share (in Rs.)
|
6.31
|
0.73
|
6.30
|
0.73
|
Notes:
(1) The above figures are extracted from the audited standalone & consolidated financial statements of the Company.
(2) The amount shown in bracket () in the above table are negative in value.
(3) The consolidated financial results include the financial position of M/s. BLB Growth Ventures Private Limited, incorporated on January 10, 2026 as a wholly owned subsidiary. Accordingly, previous year figures are not fully comparable with the current financial year2025-26.
The annual Audited Financial Statements for the financial year ended March 31, 2026 have been prepared in accordance with the applicable provisions of the Companies Act 2013 ("the Act”), Indian Accounting Standards ("IND AS”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), if any.
Further, in accordance with the provisions of the Act and the SEBI Listing Regulations read with IND AS 110 on Consolidated Financial Statements, the consolidated audited financial statement for the financial year ended March 31, 2026 along with Auditor's Report for the Financial Year ended March 31, 2026 forms part of this Annual Report.
FINANCIAL PERFORMANCE
During the financial year under review, the Company delivered an exceptional financial performance, reflecting the strength of its business model, effective execution of strategic initiatives and favorable market conditions.
The turnover of your Company had increased to Rs. 74,401.40/- Lacs as against Rs. 53,923.37/- Lacs in the previous financial year and profit after tax had increased to Rs. 3,335.29/- Lacs as against Rs. 386.06/- Lacs in the previous financial year, reflecting a substantial growth over the preceding financial year.
The growth in profitability was primarily attributable to increased revenue generation, improved operational performance, adding commodities trading besides equity, optimization of costs, and effective business strategies implemented during the year. The Board places on record its appreciation for the efforts of the management and employees whose contributions have enabled the Company to achieve these encouraging results.
The Company remains committed to strengthening its market position, improving operational efficiencies, and delivering sustainable growth in the years ahead.
RESERVES AND SURPLUS
The Board of Directors of your Company has decided not to transfer any amount to Reserves for the Financial Year 2025-26.
DIVIDEND
The Board of Directors of your Company has decided that with a view of strengthening the capital base, it would be prudent not to recommend any dividend for the Financial Year 2025-26.
STATE OF COMPANY'S AFFAIRS
0 Segment Wise Position of Business - The main business of the Company is in trading and investment in Shares and Securities and is in Single Segment.
0 Change in Status of Company - There is no change in the status of your Company as the Company continues to be listed in National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
0 Key Business Developments - No key business developments took place during the year under review.
0 Change in the Financial Year - There has been no change in the financial year followed by Company. The Company follows financial year starting from 01st April and ending on 31st March.
0 Capital Expenditure Program - There have been no Capital Expenditure Program during the year under review and also not likely in the future.
0 Developments, Acquisition and assignment of material Intellectual Property Rights - There are no material developments, acquisitions and assignments of material Intellectual Property Rights that took place during the year under review.
0 Any other material event having an impact on the affairs of the Company- There are no material event having an impact on the affairs of the Company.
CHANGE IN NATURE OF BUSINESS
During the FY 2025-26, there were no changes in nature of business of the company. The main business of company continued to be trading and investment in Shares and Securities.
MATERIAL CHANGES AND COMMITMENT
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.
DETAILS OF REVISION OF THE FINANCIAL STATEMENT OR REPORT
There has been no revision in the Financial Statements and Board report during the Financial Year under review.
SHARE CAPITAL
The Authorized Share Capital of your Company as on March 31, 2026 stood at Rs. 31,50,00,000/- comprising of 26,50,00,000 equity shares of Re. 1/- each amounting to Rs. 26,50,00,000/- and 5,00,000 preference shares of Rs. 100/- each amounting to Rs. 5,00,00,000/- and remained unchanged as compared to March 31, 2025. The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on March 31, 2026, stood at Rs. 5,28,65,258/-, comprising of 5,28,65,258 Equity shares of Re. 1/- each fully paid-up and remained unchanged as compared to March 31, 2025.
Further, no Capital reduction/ buyback/ change in voting rights have been undertaken during the FY 2025-26. CHANGES IN SHARE CAPITAL AND DISCLOSURES
There was no change in the paid up Share Capital of the Company during the financial year 2025-26.
0 Equity Shares or Other Convertible Securities - The Company has not issued any equity shares or other convertible securities during the year under review.
0 Equity Shares with Differential Rights - The Company has neither issued any equity shares with differential rights during the year under review nor are any such equity shares outstanding as on March 31, 2026.
0 Sweat Equity Shares - The Company has not issued any Sweat Equity Shares during the year under review.
0 Employee Stock Option - The Company has not provided any Employee Stock Option Scheme to the employees during the year under review.
0 Voting Rights not directly exercised by Employees - The Company has no Scheme in which voting rights are not directly exercised by Employees of Company. Further, no shares are held by trustee(s) for the benefit of employees.
0 Debentures, Bonds or other Non- convertible Securities - The Company has not issued any Debentures, Bonds or other non- convertible securities during the FY 2025-26. Also, Chapter XII of SEBI Master Circular SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated 10th August 2021, amended as on 7th July 2023 regarding Large Corporates (LC) is not applicable to the Company for the FY 2025-26.
0 Warrants - The Company has not issued any Warrants during the year under review.
0 Credit Rating of Securities - The Company has not obtained any Credit Rating of Securities during the year under review.
0 Bonus Shares - The Company has not issued any Bonus Shares during the year under review.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unclaimed and unpaid dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF), established by the Government of India, after completion of seven years from declaration of Dividend.
Further, according to the rules, the shares on which the dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the FY 2025-26, there was no unclaimed and unpaid dividends which was required to be transferred to IEPF Authority. Detailed list of dividend amount and Shares already transferred to IEPF Authority is available on the website of the Company viz www.blblimited.com.
NODAL OFFICER
In accordance with the provisions of sub-rule (2A) of Rule 7 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Sh. Nishant Garud, Company Secretary of the Company has been appointed as the Nodal Officer of the Company.
The details are available on the website of Company at https://www.blblimited.com/contact-us.
DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
As on March 31, 2026, the Company has 7 (seven) Directors with an optimum combination of Executive and Non-Executive Directors.
Appointment:-
During the year under review, pursuant to the recommendation of Nomination and Remuneration Committee, Board of Directors and approval of the members of the Company in the 44th AGM:-
0 Sh. Deepak Shrivastava (DIN: 07231480), who was appointed as an Additional Director of the Company w.e.f. May 20, 2025, was regularized as Non-Executive Director of the Company w.e.f. August 18, 2025.
0 Sh. Dinesh Rajvanshi (DIN: 11191548) was appointed as an Independent Director of the Company w.e.f. August 18, 2025.
Re-appointment at the last AGM:-
0 Members of the Company in the 44th AGM held on August 18, 2025 had re-appointed Sh. Anshul Mehra (DIN: 00014049), as a Director of the Company liable to retire by rotation.
No new appointments of Director or Key Managerial Personnel (KMP), except above, were made during the FY 2025-26.
Resignations:-
0 Sh. Keshav Chand Jain (DIN: 00007539) had resigned from the position of Non-Executive Director of the Company w.e.f. May 19, 2025.
0 Ms. Nanditaa Bagri, Senior Management Personnel (SMP) had resigned from the position of Senior Research analyst w.e.f. April 15, 2025.
No Director or KMP, other than above, had resigned during the FY 2025-26.
Director liable to retire by rotation:-
Sh. Brij Rattan Bagri (DIN: 00007441) Managing Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the same for your approval.
Women Director
In term of the provisions of section 149 of the Companies Act, 2013, and Regulation 17(1)(a) of the SEBI (LODR) Regulations, 2015, the Company shall have at least one-woman Director on the Board. Your Company has Smt. Anita Sharma (DIN: 07225687) as the Women Director on the Board of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
Smt. Anita Sharma (DIN: 07225687), Sh. Deepak Sethi (DIN: 01140741), Sh. Gaurav Gupta (DIN: 00531708) and Sh. Dinesh Rajvanshi (DIN: 11195148) are the Independent Directors on the Board of your Company.
In the opinion of the Board and as declared by these Directors, each of them meets the criteria of independence as specified in Regulation 16 and 25 of the Listing Regulations and Section 149(6) of the Companies Act, 2013 and the Rules made thereunder and the independent directors have integrity, expertise and experience (including the proficiency).
Further, all the Independent Directors of your Company have confirmed their registration/ renewal of registration, on Independent Directors' Databank. All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. Based on the aforesaid declarations received from Independent
Directors, the Board of Directors confirms that Independent Directors of the Company fulfill conditions specified in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
A separate meeting of Independent Directors was held on March 9, 2026, where Independent Directors, reviewed the performance of Non-Independent Directors, the Board as a whole, Chairman of the Company and found their performances to be satisfactory.
FAMILIARIZATION PROGRAMMES
The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company. The familiarization sessions are conducted through presentations, briefings and interactions with senior management, as and when required.
Details of the familiarization Program for Independent Directors are also available on the website of the Company at https://www.blblimited.com/pdf-investors/FP-FY2025-26.pdf.
CODEOFCONDUCT
Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors and senior management personnel of the Company have affirmed compliance with the Code of Conduct of the Company.
DETAILS OF BOARD MEETINGS
During the FY 2025-26, 9 (nine) Board meetings were held, details of which along with attendance details of directors are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.
The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the SEBI (LODR) Regulations, 2015.
COMMITTEES OF BOARD
The Composition of Committees, i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee, number of committee meetings, attendance of committee members and other terms of reference are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.
Further, details of respective committee meetings held during the year along with the attendance details of members are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.
RECOMMENDATIONS OF COMMITTEES
Your Board has accepted all the recommendation(s) made by all the Committees during the FY 2025-26 and up to the date of this report.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee of your Company has framed a "Nomination, Remuneration
and Evaluation Policy” on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The said policy has been approved by the Board of Directors of your Company.
The detailed "Nomination, Remuneration and Evaluation Policy” is available on Company's website at https://www.blblimited.com/pdf-investors/1651492791 NRC%20Policy.pdf.
It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and all other Employees is as per the Remuneration Policy of the Company. Details of remuneration paid to Directors/ KMPs are provided in the Corporate Governance Report, forming part of this Annual Report.
EVALUATION OF BOARD PERFORMANCE
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
As per Schedule IV to the Companies Act, 2013 and Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held on March 9, 2026, where Independent Directors, reviewed the performance of Non-Independent Directors, the Board as a whole, Chairman of the Company and found their performances to be satisfactory.
The overall outcome of the Board evaluation process was positive and the Directors expressed satisfaction with the performance and effectiveness of the Board, its Committees and Individual Directors.
DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION/ REMUNERATION BY MANAGING DIRECTOR/ WHOLE TIME DIRECTOR FROM HOLDING COMPANY OR SUBSIDIARY COMPANY
The Directors/ KMPs of the Company are not in receipt of any commission / remuneration from the Subsidiary Company during the period under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
a. in the preparation of the annual accounts, 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 and of the profit 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 this Act 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; and
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 FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.
The internal control process and systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Procedures to ensure conformance with the policies, processes and standards have been put in place covering all activities.
The processes and financial activities are subjected to independent audits by internal auditors as well as statutory auditors. Implementations of recommendations from various audit reports are regularly monitored by the senior management.
REPORTING OF FRAUD AS PER SECTION 143(12)
For the FY 2025-26, no Fraud has been reported by Auditors of the Company in terms of Section 143(12) of the Companies Act, 2013.
SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY
During the Financial Year under review, the Company had incorporated one (1) Wholly Owned Subsidiary Company namely M/s. BLB Growth Ventures Private Limited.
Further, the Company does not have any material subsidiary, in accordance with the SEBI Listing Regulations. There has been no material change in the nature of business of the subsidiaries.
There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act”).
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiary in Form No. AOC-1 is provided as "Annexure-I".
Further, pursuant to the provisions of Section 136 of the Act read with Regulation 46 of the SEBI Listing Regulations, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, are available on the Company's website and can be accessed at www.blblimited.com.
Policy for determining Material Subsidiaries is available on the Company's website and can be accessed at https://www.blblimited.com/pdf-investors/Policv%20for%20determining%20Material%20Subsidiarv.pdf.
The Company monitors the performance of its Subsidiary Company, inter alia, by the following means:
0 Quarterly review of financial statements of the subsidiary by the Company's Audit Committee;
0 Minutes of the Board Meetings of the Subsidiary Companies are placed before the Company's Board regularly;
0 Reviewing of significant transactions and arrangements entered into by the subsidiary by placing before
the Company's Board;
PUBLIC DEPOSIT
During the FY 2025-26, your Company had not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
LOANS, GUARANTEES AND INVESTMENTS
Particulars of Investments, as per the provision of Section 186 of the Companies Act, 2013 are provided in Note No. 4 of Financial Statements. No loan or Guarantee was given by the company during the FY 2025-26.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has adopted a Policy on Related Party Transactions ('RPT Policy').
During the year, the RPT Policy was reviewed and amended pursuant to the SEBI Listing Regulations, by the Board upon recommendation of the Audit Committee. The updated RPT Policy is available on website of the Company at https://www.blblimited.com/pdf-investors/1651492878 RPT%20Policy.pdf.
During the year under review, all the transactions entered into by the Company with the related parties were at arm's length and in the ordinary course of business. These transactions were pre-approved by the Audit Committee including all Independent Directors on the Audit Committee. The details of actual transactions were reviewed by the Audit Committee on a quarterly/ annual basis.
During the FY 2025-26, all transactions entered into with related parties were approved by the Audit Committee including omnibus approval. Related party transactions entered during the financial year were on arm's length basis and in the ordinary course of business.
There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in compliance with the SEBI Listing Regulations, and as required under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed to this report as "Annexure-N."
Further, there are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis.
Your directors draw attention of members to Note No. 33 to the financial statements which set out related party disclosures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year, the provisions of Corporate Social Responsibility ("CSR”) in terms of Section 135 of the Companies Act 2013 read with rules made thereunder were applicable on the Company. The CSR Committee comprises of three directors including one independent director as detailed below:
1. Sh. Brij Rattan Bagri - Chairman, Managing Director
2. Sh. Anshul Mehra - Member, Executive Director
3. Smt. Anita Sharma - Member, Independent Director
4. Sh. Dinesh Rajvanshi - Member, Independent Director
The detailed composition and terms of reference of the committee can be referred in the Corporate Governance Report annexed to this Annual Report.
The Company had an excess CSR spend of approximately Rs. 0.87 Lakhs carried forward from previous financial years. During the financial year 2025-26, the Company adjusted Rs. 0.87 Lakhs against its CSR obligation from such excess amount carried forward. Further, the Company incurred fresh CSR expenditure of Rs. 25.00 Lakhs during the current financial year 2025-26. Consequently, an excess CSR expenditure of approximately Rs. 13.13 Lakhs remains available for carry forward and set-off against CSR obligations of future financial years, in accordance with the applicable provisions of the Companies Act, 2013.
The Company complies with the provisions of section 135 of the Companies Act, 2013 and has framed and implemented a CSR policy, which is available on the website of the Company at https://www.blblimited.com/pdf-investors/1663390167_CSR%20Policy.pdf.
Further, the details of actual CSR spending/ carry forward of excess amount of the Company on various activities can be referred from the Annual Report on Corporate Social Responsibility Activities as is annexed to this Report as "Annexure-MI".
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO
The disclosures to be made under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:
|
(A) Conservation of energy-
|
|
(i) the steps taken or impact on conservation of energy
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipment
|
The Company is a stock broking Company and requires normal consumption of electricity. The Company takes all necessary steps to reduce the consumption of energy. Your Company is not an industry as listed in Schedule to Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.
|
|
(B) Technology absorption-
|
|
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
|
The Company is engaged in the Stock Broking Business and accordingly does not absorb any Technology.
|
|
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
|
|
|
(iv) the expenditure incurred on Research and Development
|
No expenditure was incurred on Research and Development.
|
|
(C) Foreign Exchange Earnings and Outgo-
|
|
The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial year has been provided hereunder:
|
|
Foreign Exchange Earnings & Outgo
|
Current Year (2025-26)
|
Previous Year (2024-25)
|
|
Inflow
|
Nil
|
Nil
|
|
Outflow
|
Nil
|
Nil
|
RISK MANAGEMENT
Risk is an inherent and integral part of business operations. While risks cannot be entirely eliminated, a robust risk management framework enables the Company to identify, assess, mitigate and monitor risks effectively, thereby minimizing potential adverse impact on the business and protecting stakeholder interests.
The common risks faced by the Company includes Market Risk, Technology risk, Operational Risk, Reputation Risk, Financial and Accounting Risk, Regulatory and Compliance Risk, Human Resource Risk and Business Continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key risks. The Company follows a structured and systematic approach to risk management, which includes identification and categorization of risks, assessment of their likelihood and impact, evaluation of existing controls and implementation of additional mitigation measures, wherever necessary. A platform for exception reporting of violations is in place which is reviewed regularly and remedial measures are being undertaken immediately. Various risk management policies as prescribed by SEBI/ Exchanges are followed by the Company.
VIGIL MECHANISM
Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per the requirements of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The vigil mechanism is a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking place in the Company for appropriate action or reporting. The functioning of the vigil mechanism is reviewed by the Audit Committee periodically. None of the Directors or employees have been denied access to the Audit Committee of the Board.
The Vigil Mechanism (Whistle Blower Policy) may be accessed on website of the Company at https://www.blblimited.com/pdf-investors/1577344056 Vigil%20Mechanism%20policy.pdf.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
On the recommendation of the Audit Committee, Board of Directors, the members of the Company had approved the appointment of M/s. Ram Rattan & Associates, Chartered Accountants (FRN: 004472N) as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of ensuing 43rd AGM until the conclusion of the 48th AGM of the Company.
The report of the Statutory Auditors along with Notes on Financial Statements for the year ended March 31, 2026 is enclosed with the Annual Report.
The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
There are no qualifications, reservations, adverse remarks or disclaimer in the Auditors' Report on Financial Statements.
SECRETARIAL AUDITOR AND THEIR REPORT
On recommendation of the Board of Directors of the Company, Audit Committee, the members of the Company had approved the appointment of M/s. Meenu S. & Associates, Company Secretaries (FRN: S2021UP805000) (Peer Review No. 2613/2022) as the Secretarial Auditor of the Company, for a period of five consecutive financial years commencing from April 1, 2025 to March 31, 2030.
The Secretarial Auditors had submitted their report for the financial year 2025-26 and the same is enclosed as "Annexure-IV" to this report.
There are no qualifications, observations, disclaimer or adverse remark in the Secretarial Auditors' Report for the financial year 2025-26.
INTERNAL AUDITOR AND THEIR REPORTS
M/s. Sarat Jain & Associates, Chartered Accountants, (FRN: 014793C) are the Internal Auditors of the Company and they had conducted the half yearly Internal Audit during the year ended March 31, 2026.
The periodic reports of the said internal auditors are regularly placed before the Audit Committee and Board of Directors along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.
COMPLIANCES OF SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government. The Board confirms that the Company has adhered to the requirements prescribed under Secretarial Standard-1 (Meetings of the Board of Directors) and Secretarial Standard-2 (General Meetings), as applicable, during the financial year under review.
ANNUAL RETURN
Pursuant to the requirement under Section 92(3), 134(3)(a) of the Companies Act, 2013 and read with Rule 12 of Companies (Management and Administration) Rules, 2014, copy of the Annual Return can be accessed on our website www.blblimited.com at the link https://www.blblimited.com/annual-return.
The Annual Return will be submitted to the Registrar of Companies within the timelines prescribed under the Act. PARTICULARS OF EMPLOYEES
The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms part of this report as an "Annexure-V" & "VI".
Number of employees as on the closure of financial year are as under:-
Female Nil
Male 41
Transgender Nil
CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations), a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s. Meenu S & Associates, Practicing Company Secretaries, which forms part of this report as an "Annexure-VN".
The Management Discussion and Analysis Report for the FY 2025-26, as stipulated under the Listing Regulations is presented in a separate section, which forms part of this report as an "Annexure-VIN".
COST RECORDS
During the FY 2025-26, the Company is engaged in trading business in Shares, Securities and Commodities and it was exempted from maintenance of Cost records as specified by Central Government under Section 148(1) of the Act.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company always endeavors to create and provide an environment that is free from discrimination, intimidation, abuse and harassment including sexual harassment.
The Company has "Prevention of Sexual Harassment Policy” in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has in place duly constituted Internal Complaints Committee ('ICC') in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act').
The following is a summary of sexual harassment complaints received and disposed off during the FY 2025-26:
Number of complaints pending as on the beginning of the financial year : Nil
Number of complaints filed during the financial year : Nil
Number of Sexual Harassment Complaints pending beyond 90 days : Nil
Statement that company has complied with Maternity Benefit Act
It is hereby confirmed that the Company did not have any female employees during the financial year under review. Accordingly, the provisions of the Maternity Benefit Act, 1961 were not applicable to the Company during the said period. The Company had maintained a discrimination-free and supportive workplace, in line with the non-discriminatory employment practices outlined under the SEBI LODR framework. The Board remains committed to upholding the highest standards of corporate governance and employee well-being.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANY'S SECURITIES
Your Company has adopted a Code of Conduct for regulating, monitoring and reporting trading by Designated Persons and their Immediate Relatives and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company has established adequate internal controls and compliance mechanisms to ensure adherence to the said Regulations. Sh. Nishant Garud, Company Secretary of the Company is the Compliance Officer under the Code.
GENERAL/ OTHER DISCLOSURES
During the FY 2025-26, Sh. Brij Rattan Bagri, Promoter and Managing Director of the Company, has informed the Company on March 18, 2026 about receipt of a Show Cause Notice (SCN) by him on March 13, 2026 on e¬ mail (without annexures) and March 17, 2026 through post (complete set along with annexures) from the Securities and Exchange Board of India (SEBI) under Rule 4(1) of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995. The said Show Cause Notice pertains to alleged violation of Regulation 3(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 in the scrip of the Company. The SCN has been issued to Sh. Brij Rattan Bagri in his personal capacity and the Company is not a noticee in the proceedings, and there is currently no impact on the financial, operational or other activities of the Company.
The Company had already made the disclosure of aforesaid information to the Stock Exchanges in compliance with the applicable provisions of SEBI Listing Regulations.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act, 2013, the applicable Indian Accounting Standards (Ind AS) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the audited Consolidated Financial Statements of the Company and its subsidiaries form part of this Annual Report.
HUMAN RESOURCES MANAGEMENT
The Company continues to maintain cordial and harmonious employee relations. The management remains committed to providing a positive work environment, fostering professional development and ensuring employee welfare. The Board acknowledges and appreciates the dedication and contribution of all employees during the year under review.
ONE TIME SETTLEMENT
During the FY 2025-26, the company has not entered into any one-time settlement with Banks or Financial Institutions during the year, therefore, there was no reportable instance of difference in amount of the valuation.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the FY 2025-26, no application was made by the company and accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
ACKNOWLEDGEMENT
The Board of Directors places on record its sincere gratitude to the Shareholders, Bankers, Stock Exchanges, Depositories, Regulatory and Government Authorities and all other Stakeholders for their continued trust, confidence and support extended to the Company.
The Directors also acknowledge with appreciation the commitment, dedication and teamwork demonstrated by the employees of the Company, which has significantly contributed to the Company's performance during the year.
The Board looks forward to receiving the continued support and cooperation of all stakeholders as the Company progresses on its growth journey.
For and on behalf of the Board of Directors of
BLB Limited
Place : New Delhi Date : June 24, 2026sd/-
Brij Rattan Bagri Chairman & Managing Director DIN: 00007441
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