Your Directors take immense pleasure in presenting their Forty-Fourth (44^th) Annual Report together with the
Audited Financial Statements of BLB Limited (“the Company") for the Financial Year 2024-25 ("Review
Period”).

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The audited standalone 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.

The summarized Audited results of your Company for the Financial Year ended on 31.03.2025 with
comparative for the previous financial year ended on 31.03.2024 are given in the table below:

Notes:

(1) The above figures are extracted from the audited standalone financial statements of the Company.

(2) The amount shown in bracket () in the above table are negative in value.

The turnover of your Company had increased to Rs. 53,923.37 lakhs as against Rs. 31,438.27 lakhs in the
previous financial year and profit after tax had increased to Rs. 386.06 Lakhs as against Rs. 261.11 Lakhs
in the previous financial year.

2. RESERVES AND SURPLUS

The Board of Directors of your Company has decided not to transfer any amount to Reserves for the

Financial Year 2024-25.

3. 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 2024-25.

4. STATE OF COMPANY'S AFFAIRS

a) 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.

b) 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).

c) Key Business Developments- No key business developments took place during the year under
review.

d) Change in the Financial Year - There has been no change in the financial year followed by
Company. The Company follows financial year starting from 01^st April and ending on 31^st March.

e) Capital Expenditure Program- There have been no Capital Expenditure Program during the year
under review and also not likely in the future.

f) 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.

g) Any other material event having an impact on the affairs of the Company-

During the previous financial year, Sh. Brij Rattan Bagri, the promoter of our Company ('Seller') has
entered into a Share Sale and Purchase Agreement (SSPA) on 17^th January, 2024 with M/s. Dream
Achiever Consultancy Services Private Limited ('Acquirer') under which the Acquirer proposes to
acquire 1,94,74,671 equity shares representing 36.84% of the paid-up share capital of the Company
at INR 1/- each equity share amounting to total consideration of Rs. 43.82 Crores (approx.)

Pursuant to entering into such Share Sale and Purchase Agreement (SSPA), the Acquirer has
triggered the requirement to make an open offer to the shareholders of the Company in terms of
Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011. The Acquirer have announced an
Open Offer for acquisition of upto 1,37,44,967 (One Crore Thirty-Seven Lakh Forty-Four Thousand
Nine Hundred Sixty-Seven) Equity Shares of Face Value INR 1/- (Rupee One Only) Each
Representing 26% of the Equity and Voting Share Capital of the Company, at a Price of 22.60/-
(Rupees Twenty-Two and Sixty Paisa Only) Per Fully Paid-Up Equity Shares of the Company.

However, the Company had received a letter from Sh. Brij Rattan Bagri on June 11, 2024 regarding
the receipt of Termination Letter by him on his e-mail on June 10, 2024 from the Acquirer w.r.t. the
aforesaid SSPA dated January 17, 2024.

Further, Sh. Brij Rattan Bagri, the Promoter of the Company, vide his letter dated June 14, 2024 had
informed the Company about termination of the aforesaid SSPA.

Other than above, no material event took place during the FY 2024-25 having an impact on the affairs of
the Company.

5. CHANGE IN NATURE OF BUSINESS

During the FY 2024-25, 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.

6. MATERIAL CHANGES AND COMMITMENT

Sh. Brij Rattan Bagri vide his letter dated June 11, 2024 had informed the Company regarding the receipt
of Termination Letter by him on his e-mail on June 10, 2024 from the Acquirer w.r.t. the SSPA dated
January 17, 2024 executed by him with the acquirer. Further, Sh. Brij Rattan Bagri, the Promoter of the
Company, vide his letter dated June 14, 2024 had informed the Company about termination of the
aforesaid SSPA.

Except the above, there have been no material changes and commitments affecting the financial position
of the Company which have occurred between the end of financial year of the Company to which the
Financial Statements relate and the date of this report.

7. 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.

8. SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2025 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, 2024.

The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on March 31, 2025, 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, 2024.

Further, no Capital reduction/ buyback/ change in voting rights have been undertaken during the FY
2024-25.

9. CHANGES IN SHARE CAPITAL AND DISCLSOURES

There was no change in the paid up Share Capital of the Company during the financial year 2024-25.
Equity Shares or Other Convertible Securities:

The Company has not issued any equity shares or other convertible securities during the year under
review.

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 31,2025.

Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares during the year under review.

Employee Stock Options:

The Company has not provided any Employee Stock Option Scheme to the employees during the year
under review.

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.

Debentures, Bonds or other Non- convertible Securities:

The Company has not issued any Debentures, Bonds or other non- convertible securities during the FY
2024-25.

Also, Chapter XII of SEBI Master Circular SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated 10^th August 2021,
amended as on 7^th July 2023 regarding Large Corporates (LC) is not applicable to the Company for the FY
2024-25.

Warrants:

The Company has not issued any Warrants during the year under review.

Credit Rating of Securities:

The Company has not obtained any Credit Rating of Securities during the year under review.

Bonus Shares:

The Company has not issued any Bonus Shares during the year under review.

10. 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 2024-25, 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”.

11. 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 www.blblimited.com.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
Inductions:-

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 43^rd AGM:-

0 Sh. Brij Rattan Bagri (DIN: 00007441) was designated and appointed as Managing Director of the
Company w.e.f. September 26, 2024 for a period of 3 years.

0 Smt. Anita Sharma (DIN: 07225687) had been appointed as an Independent Director of the Company
w.e.f. September 26, 2024.

Also, pursuant to the recommendation of Nomination and Remuneration Committee and approval of the
Board, Ms. Nanditaa Bagri had been appointed as Senior Research Analyst (Senior Management
Personnel) of the Company w.e.f. August 30, 2024.

No new appointments of Director or Key Managerial Personnel (KMP), except above, were made during
the FY 2024-25.

Resignations:-

Smt. Dhwani Jain (DIN: 06985038) ceased to be Non-Executive Independent Director of the Company
on account of completion of her second and final term w.e.f. close of business hours on October 19, 2024.

No Director or KMP, other than above, had resigned during the FY 2024-25.

Appointments/ Re-appointments:-

Members of the Company in the 43^rd AGM held on September 26, 2024 had re-appointed:-

0 Sh. Brij Rattan Bagri (DIN: 00007441), as a Director of the Company liable to retire by rotation.

0 Sh. Anshul Mehra (DIN: 00014049), as an Executive Director of the Company for a term of three years
w.e.f. August 1, 2025 to July 31,2028.

0 Sh. Deepak Sethi (DIN: 01140741), as an Independent Director of the Company for another term of 5
consecutive years w.e.f. September 28, 2025 to September 27, 2030.

0 Sh. Gaurav Gupta (DIN: 00531708), as an Independent Director of the Company for another term of 5
consecutive years w.e.f. September 28, 2025 to September 27, 2030

Further, Sh. Anshul Mehra (DIN: 00014049) Executive 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.

13. DECLARATION BY INDEPENDENT DIRECTORS

Smt. Anita Sharma (DIN: 07225687), Sh. Deepak Sethi (DIN: 01140741) and Sh. Gaurav Gupta (DIN:
00531708) 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.

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company has convened and held a separate meeting of Independent Directors on March 31, 2025.

15. 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,
various businesses in the group etc.

The details of the familiarization Program are available on the website of the Company at
https://www.blblimited.com/pdf-investors/FP-FY2024-25.pdf

16. CODE OF CONDUCT

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.

17. DETAILS OF BOARD MEETINGS

During the FY 2024-25, 7 (seven) 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.

18. 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.

19. RECOMMENDATIONS OF COMMITTEES

Your Board has accepted all the recommendation(s) made by the all the Committees during the FY 2024¬
25 and up to the date of this report.

20. 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 enclosed as an Annexure -I.

21. EVALUATION OF BOARD PERFORMANCE

The Board has framed a performance evaluation policy which is displayed on the website of the
company, viz. https://www.blblimited.com/pdf-investors/1651492791 NRC%20Policv.pdf. for
evaluating its own performance, its Committees and Individual Directors, including Independent
Directors.

Pursuant to the Section 134(3)(p) and Schedule IV of the Companies Act, 2013 read with Regulation 17 of
the Listing Regulations, the Board of Directors have carried out an evaluation of Independent Directors,
the directors individually, as well as the evaluation of the working of its Committees.

Based on the Performance Evaluation carried out by the Board of the Company, the performance of the
Board and its Committees and Individual Directors of the Company was found satisfactory.

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 31, 2025, 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.

22. DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION/ REMUNERATION BY MANAGING DIRECTOR/
WHOLE TIME DIRECTOR FROM HOLDING COMPANY OR SUBSIDIARY COMPANY

The company does not have any holding or Subsidiary Company. So, the Whole Time Director of the
Company was not in receipt of commission from the Holding Company or commission/ remuneration
from its Subsidiary Companies.

23. 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.

24. 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.

25. REPORTING OF FRAUD AS PER SECTION 143(12)

For the FY 2024-25, no Fraud has been reported by Auditors of the Company in terms of Section 143(12)
of the Companies Act, 2013.

26. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

During the Financial Year under review, there has been no subsidiary, joint venture or associate company
of the Company.

27. PUBLIC DEPOSIT

During the FY 2024-25, 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.

Further, the Company has taken loan from Sh. Brij Rattan Bagri, Director of the Company during the FY
2024-25 out of his own funds and the same is disclosed in Note No. 33 of Financial Statements.

28. 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
2024-25.

29. RELATED PARTY TRANSACTIONS

The Company has adopted a Related Party Transaction Policy which is also available on the website of
the Company viz https://www.blblimited.com/pdf-investors/1651492878 RPT%20Policy.pdf. In the
policy, the criteria for determining the material transactions has been defined.

During the FY 2024-25, all transactions entered into with related parties were approved by the Audit
Committee including omnibus approval. As per the Listing Regulations, if any related party transaction
exceeds Rs. 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial
statement whichever is lower, would be considered as material and require Members approval.

The contracts or arrangements with related parties referred to in sub-section (1) of Section 188 read with
Section 2(76) of the Companies Act, 2013 entered into by the Company were in the ordinary course of
business and on arm's length basis.

The prescribed Form AOC-2 is enclosed and forms part of this Report as Annexure-II. Your directors
draw attention of members to Note No. 33 to the financial statements which set out related party
disclosures.

30. 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 Ratan Bagri - Chairman, Managing Director

2. Sh. Anshul Mehra - Member, Executive Director

3. Smt. Anita Sharma - 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 spent excess amount approx. Rs 21.23 Lacs during the previous financial year 2022¬
23 towards CSR Expenditure. During the financial year 2024-25, on recommendation of CSR Committee,
the Board of Directors had approved to carry forward the excess amount to be set off from CSR
Expenditure for the current financial year 2024-25. Accordingly, the CSR expenditure for the financial
year 2024-25 was set off by carry forward of excess amount from the previous year.

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- III.

31. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

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:

32. RISK MANAGEMENT POLICY

a. Development: In terms of the requirement of the Companies Act, 2013 and the Listing Regulations,
the Company has developed and implemented the Risk Management Policy and the Audit
Committee of the Company reviews the same periodically.

b. Implementation: The Company recognizes that risk is an integral and unavoidable component of
business and hence is committed to managing the risk in a proactive and effective manner. The Risk
Management Policy approved by the Board has been effectively implemented. The Company's
Management systems, organizational structures, processes, standards, code of conduct and
behaviors together form the Risk Management System of the Company and are managed
accordingly. In the opinion of Board, none of the risks which have been identified may threaten the
existence of the Company.

c. Identification of Key Risks which may Threaten the Existence of the Company and Risk
Mitigation: The common risks faced by the Company include 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. A platform for exception reporting of violations
is in place which is reviewed regularly and remedial measures are being undertaken immediately.
The risk management process consists of risk identification, risk assessment, risk prioritization, risk
treatment or mitigation, risk monitoring and documenting the new risks. Various risk management
policies as prescribed by SEBI/ Exchanges are followed by the Company.

33. 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 the Company's website
https://www.blblimited.com/pdf-investors/1577344056 Vigil%20Mechanism%20policy.pdf

34. 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.

35. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s. VSD & Associates, Chartered Accountants, vide their letter dated August 14, 2024, have resigned
from the position of Statutory Auditors of the Company due their other professional assignments and pre
occupation, resulting into a casual vacancy in the office of Statutory Auditors of the Company as
envisaged by section 139(8) of the Companies Act, 2013.

The Board of Directors at its meeting held on August 30, 2024, as per the recommendation of the Audit
Committee, and pursuant to the provisions of Section 139(8) of the Companies Act 2013, appointed M/s.
Ram Rattan & Associates, Chartered Accountants, (FRN: 004472N), to hold office as the Statutory
Auditors of the Company till the conclusion of 43^rd AGM and to fill the casual vacancy caused by the
resignation of M/s. VSD & Associates, Chartered Accountants, subject to the approval of the members in
the forthcoming general meeting of the Company.

Further, on the recommendation of the Audit Committee, the Board of Directors had also recommended
to the members, 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 43^rd AGM until the conclusion of the 48^th AGM of the Company.

The report of the Statutory Auditors along with Notes on Financial Statements for the year ended March
31, 2025 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 is no qualification, reservation, adverse remarks or disclaimer in the Auditors' Report on Financial
Statements.

36. SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Company had
appointed M/s. Chandrasekaran Associates, Practicing Company Secretaries, to conduct the Secretarial
Audit of the Company for the financial year 2024-25.

The report of the Secretarial Auditors for the financial year 2024-25 is enclosed as Annexure-IV to this
report. There are no qualification, observations, disclaimer, adverse remark or other remarks in the
Secretarial Auditors' Report.

SEBI vide notification dated December 12, 2024, amongst other, amended Regulation 24A of the SEBI
(LODR) Regulations, 2015. The said amended Regulation 24A stipulates that listed companies shall
undertake secretarial audit by a secretarial auditor who shall be a peer reviewed company secretary.

Further, as per Regulation 24A, the appointment/ re-appointment of an individual as a secretarial auditor
cannot be for more than one term of five consecutive years and in case the secretarial auditor is a
secretarial audit firm, it cannot be for more than two terms of five consecutive years and such an
appointment/ re-appointment shall be approved by the members of the Company at its AGM.

In view of the aforesaid, the Board of Directors of the Company, on the recommendation of the Audit
Committee at its meeting held on July 22, 2025, appointed 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, subject to approval of the Members of the Company at the forthcoming AGM.

37. 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, 2025.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along
with the comments of the management on the action taken to correct any observed deficiencies on the
working of the various departments.

38. COMPLIANCES OF SECRETARIAL STANDARDS

The Company has complied Secretarial Standards issued by the Institute of Company Secretaries of
India and notified by the Ministry of Corporate Affairs during the FY 2024-25.

39. ANNUAL RETURN

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return
can be accessed on our website at www.blblimited.com at the link https://www.blblimited.com/annual-
return

40. 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

41. 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. Chandrasekaran Associates, Practicing Company Secretaries, which
forms part of this report as an Annexure-VII.

The Management Discussion and Analysis Report for the FY 2024-25, as stipulated under the Listing
Regulations is presented in a separate section, which forms part of this report as an Annexure- VIII.

42. COST RECORDS

During the FY 2024-25, 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.

43. 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.

It is also believed that, it's the responsibility of the organization to protect the integrity and dignity of its
woman employees. 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.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
As per the policy, any woman employee may report her complaint to ICC which is formed for this purpose.

The following is a summary of sexual harassment complaints received and disposed off during the FY
2024-25:

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

The Company do not have any female employee during the financial year ended March 31, 2025

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended, and in alignment with
the principles of SEBI (LODR) Regulations, 2015, particularly Schedule V relating to corporate
governance disclosures, the Board affirms that the Company has fully complied with all applicable laws
and regulations relating to maternity benefits during the financial year under review. The Company has
adopted employee-centric policies that are compliant with statutory requirements.

During the F.Y. 2024-25, the Company was not required to grant maternity leave and related benefits all
eligible women employees as there were no female employee employed during the year.

Further, due to no female employees during the F.Y. 2024-25, the Company was not required to comply
with the requirements relating to creche facilities, as specified under the Maternity Benefit (Amendment)
Act, 2017 and availability of medical bonus, nursing breaks, and return-to-work support, etc.

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 Company's HR policies and practices are periodically reviewed to ensure compliance with evolving
legal and regulatory requirements, and to promote the welfare of all employees. The Board remains
committed to upholding the highest standards of corporate governance and employee well-being.

44. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANY'S SECURITIES

Your Company has formulated Code of Conduct for Prevention of Insider Trading in Company's
Securities ("Code”) in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The
objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price
sensitive information and to prevent any insider trading activity by dealing in shares of the Company by

its Designated Persons. Sh. Nishant Garud, Company Secretary and Compliance Officer of the Company
is authorized to act as Compliance Officer under the Code.

45. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Companies Act, 2013, the company is not required to prepare
Consolidated Financial Statements for the FY 2024-25 as the company has no subsidiaries or associate
company as on date.

46. HUMAN RESOURCES MANAGEMENT

Your Company treats its "human resources” as one of its most important assets. Your Company
continuously invests in attraction, retention and development of talent on an ongoing basis.

47. ONE TIME SETTLEMENT

During the FY 2024-25, 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.

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the FY 2024-25, no application was made by the company and accordingly, no proceeding is
pending under the Insolvency and Bankruptcy Code, 2016.

49. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the
growth and performance of your Company.

Your Directors also thank the vendors, bankers, shareholders and advisers of the Company for their
continued support.

Your Directors also thank Regulators, Stock Exchanges and other Statutory Authorities for their
continued support.

For and on behalf of the Board of Directors of

BLB Limited

Place : New Delhi
Date : July 22, 2025

Sd/-

Brij Rattan Bagri
Chairman & Managing Director
DIN: 00007441