BFL Asset Finvest Ltd

TO,

THE MEMBERS,

BFL ASSET FINVEST LIMITED

The Board of Directors of the Company are pleased to present the 29^th (Twenty-Ninth) Annual Report of your Company on the business, operations and state of affairs of the Company together with the Audited Financial Statements and the Auditor' Report for the Financial Year ended on March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The highlights of Company's financial performance for the Financial Year ended on March 31, 2024 are summarized below:

2. PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS

The Company's main business is dealing in shares, securities, futures and options.

The total income for the F.Y. 2023-24 under review was Rs. 2,740.53/- Lakh as against Rs. 149.70/- Lakh in the previous F.Y. 2022-23. The Profit before tax for the F.Y. 2023-24 is Rs. 307.28/- Lakh as against Rs. 15.22/- Lakh in the previous F.Y. 2022-23. The Profit after tax for FY 2023-24 is Rs. 229.94/- Lakh as against Rs. 36.66/- Lakh in the previous F.Y. 2022-23.

The Company is dealing in shares and stock trading which is unforeseen, in terms of performance of the Industries, economic scenario, GDP Growth of the Country, Government policies, political situation and global trends etc.

The creditable performance of your Company brings out the resilience of its business model and at the same time highlights its ability to move swiftly in tough conditions. It also underscores the trust and confidence of its members which is a crucial differentiator and contributes immensely to your Company's performance in these uncertain times.

3. TRANSFER TO RESERVE FUND

Reserve and Surplus Account as on March 31, 2024 of your Company increased by 111.67% to Rs. 435.84/- Lakh as against Rs. 205.90 /- Lakh as on March 31, 2023.

Under Section 45IC of the Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to transfer a sum of not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of Rs. 45.99/- Lakh to its reserve fund.

The Board of Directors of the Company does not propose to transfer any amount to the General Reserve for the financial year under review.

4. DIVIDEND

The Board of Directors did not recommend any dividend on equity shares for the FY 2023-24 and decided to plough back the profits in order to fulfil the long-term requirements and enhancing the growth of the business.

5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 and 125 of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, dividends which remain unpaid or unclaimed for a period of 7 (seven) years from the date of transfer to unclaimed dividend account are required to be transferred to the Investors Education and Protection Fund. There were no unclaimed/ unpaid dividend liable for transfer to the Investors Education and Protection Fund during the Financial Year 2023-24.

6. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY/CHANGE IN THE NATURE OF THE BUSINESS

There is no change in the nature of the business as compared to the immediately preceding Financial Year.

Material changes and commitments that have occurred from the end of the Financial Year 2023-24 till the date of this Report, which would affect the financial position of your Company:

The Board of Directors of the Company at its meeting held on Friday, May 10, 2024 approved the issue of equity shares of the Company for an amount not exceeding Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) on rights issue basis to the existing eligible equity shareholders of the Company.

Except this, there were no material changes and commitments that have occurred from the end of the Financial Year 2023-24 till the date of this Report, which would affect the financial position of your Company.

7. CHANGES IN SHARE CAPITAL, IF ANY.

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2024 stood at Rs. 10,20,35,000 (Rupees Ten Crore Twenty Lakhs Thirty Five Thousand Only) consisting of 1,02,03,500 (One Crore Two Lakhs Three Thousand Five Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

There were no changes in the issued, subscribed and paid-up equity share capital of the Company during the Financial Year 2023-24.

• INCREASE IN AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company increased from Rs. 12,00,00,000/- (Rupees Twelve Crores Only) consisting of 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 31,00,00,000 (Rupees Thirty-One Crores Only) consisting of 3,10,00,000 (Three Crores Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each by the creation of an additional 1,90,00,000 (One Crore Ninety Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each by passing ordinary resolution through Postal Ballot on Friday, March 29, 2024.

8. ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2024 in the Form MGT-7 in accordance with the provisions of Section 92 (3) read with Section 134(3)(a) of the Companies Act 2013 ("Act"), and the Companies (Management and Administration) Rules, 2014 is hosted on the website of the Company and can be accessed at https://www.bflfin.com/wp-content/uploads/2024/07/2.-Form MGT 7.pdf.

9. ASSOCIATE COMPANIES, JOINT VENTURES AND SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate and Joint Venture as on March 31, 2024. Hence, the details of this clause are not applicable to the Company.

10. DIRECTORS/ KEY MANAGERIAL PERSONNEL / SENIOR MANAGEMENT PERSONNEL/ APPOINTMENT/ RE-APPOINTMENT / CESSATION

During the year under review, following changes took place in the Composition of Board of Directors, Key Managerial Personnel and Senior Management Personnel of the Company:

BOARD OF DIRECTORS

A. Directors liable to retire by rotation:

In accordance with the provisions of Section 152(6) and other applicable provisions of the Act and the rules made there under and the Articles of Association of the Company, Mrs. Alpana Baid (DIN: 06362806)

Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

Mr. Mahendra Kumar Baid (DIN: 00009828) Managing Director of the Company, retired by rotation and was re-appointed in the 28^th Annual General Meeting held on Tuesday, September 26, 2023.

B. Re-appointment of Managing Director:

In accordance with the Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Act and rules made there under and the Articles of Association of the Company Mr. Mahendra Kumar Baid (DIN: 00009828) has been re-appointed as Managing Director of the Company at the 28^th Annual General Meeting held on Tuesday, September 26, 2023 for a period of 3 years with effect from July 28, 2023 to July 27, 2026.

SENIOR MANAGEMENT PERSONNEL

There were no changes in the Senior Management Personnel of the Company during the Financial Year 2023-24. The Senior Managerial Personnel of the Company as on March 31, 2024 are as follows:

KEY MANAGERIAL PERSONNEL

There were no changes in the Key Managerial Personnel of the Company during the Financial Year 202324. The Key Managerial Personnel of the Company as on March 31, 2024 are as follows:

CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS OF THE COMPANY OCCURRED AFTER THE END OF THE FINANCIAL YEAR 2023-24 BUT BEFORE/TILL THE DATE OF THIS REPORT OF BOARD OF DIRECTORS OF THE COMPANY:

A. Resignation of Non-Executive, Independent Director:

Mr. Puneet Kumar Gupta (DIN: 00019971), Independent Director of the Company, resigned from the office of Independent Director of the Company due to pre-occupation in personal and other professional commitments w.e.f. the closure of business hours on June 07, 2024. Consequently, he ceased to be the Member of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee w.e.f. the closure of business hours on June 07, 2024.

The Board of Directors of the Company placed on record its appreciation for the valuable contribution and guidance provided by Mr. Puneet Kumar Gupta during his tenure, while acting as Independent Director of the Company.

B. Appointment of Non-Executive, Independent Director:

Mr. Ajay Agarwal (DIN: 10727170) was appointed by the Board of Directors of the Company as an Additional Director (Non-Executive, Independent) at its meeting held on Friday, August 09, 2024 under Section 161 of the Companies Act, 2013 who shall hold office till the ensuing Annual General Meeting. The Board of Directors have recommended the reappointment of Mr. Ajay Agarwal (DIN: 10727170) at the ensuing Annual General Meeting for a period of 5 years from August 09, 2024 to August 08, 2029. Resolution for his appointment is being proposed at the 29^th Annual General Meeting.

Mr. Ajay Agarwal (DIN: 10727170) is a Post Graduate from National Institute of Management having graduated in MBA with specialization in Marketing Management. He possesses detailed practical knowledge and expertise in the field of Marketing Management and he has more than 9 years of experience in the marketing Management.

Detailed profile of Mr. Ajay Agarwal (DIN: 10727170) pursuant to Regulation 36(3) of Securities and exchange Board of India (listing Obligations and disclosure Requirements) Regulations, 2015 ("Listing Regulations") and relevant provisions of Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India is furnished as Annexure to the notice calling 29^th Annual General Meeting of members of the Company.

Your Board of Directors believes that Mr. Ajay Agarwal (DIN: 10727170) is having requisite integrity, expertise, specialized knowledge, experience, proficiency and his appointment on the Board will support in broadening the overall expertise of the Board and will bring wide experience.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The present Directors and Key Managerial Personnel of the Company are as follows:

*Mr. Ajay Agarwal (DIN: 10727170) was appointed as an Additional Director (Non-Executive, Independent) by the Board of Directors of the Company at its meeting held on Friday, A ugust 09, 2024 and he shall hold office till the ensuing Annual General Meeting subject to his appointment by the shareholders of the Company at the ensuing Annual General Meeting.

The Board Composition of the Company is available on the Company's website and can be accessed at

https://www.bflfin.com/7page id=73

None of the Directors of the Company is disqualified in accordance with Section 164 of the Act. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act and Listing Regulations.

Also, as per the Listing Regulations, the Company has received Certificate from M/s. V. M. & Associates, Practicing Company Secretaries that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such other statutory authority.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each of the Independent Director of the Company that they meet the criteria of independence as provided under section 149(6) of the Act, and have complied with the Code of Conduct as prescribed in the Schedule IV of the Act, as amended from time to time and Regulation 16 and 25 of Listing Regulations in respect of their position as an "Independent Director" of BFL Asset Finvest Limited.

Further, pursuant to the provisions of the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are registered with the Databank maintained by the Indian Institute of Corporate Affairs (IICA). With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the IICA, as notified under sub section (1) of Section 150 of the Act:

Mr. Amit Kumar Parashar (DIN: 07891761) Non-Executive and Independent Director has successfully qualified the online proficiency self-assessment test for Independent Director's Databank on June 06, 2022.

Mr. Kuldeep Jain (DIN: 08189540) Non-Executive and Independent Director has successfully qualified the online proficiency self-assessment test for Independent Director's Databank on June 14, 2022.

Further, as per proviso to sub-rule (4) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rule, 2014, Mr. Puneet Kumar Gupta* (DIN: 00019971) Non-Executive and Independent Director of the Company is not required to pass online proficiency self-assessment test.

Furthermore, Mr. Ajay Agarwal (DIN: 10727170) Additional (Non-Executive, Independent Directors) of the company has registered his name in the data bank on Saturday, July 27, 2024. Accordingly, he is required to pass online proficiency self-assessment test for Independent Director's Databank within a period of two years from the date of inclusion of their name in the data bank.

The Board took on record the declaration and confirmation submitted by the Independent Directors after considering the prescribed criteria of independence, and undertaking due assessment of the veracity of the same in terms of the requirements of Regulation 25 of the Listing Regulations.

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and Listing Regulations and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and are independent of the management.

*Mr. Puneet Kumar Gupta resigned from the office of Independent Director of the Company due to pre-occupation with personal and other professional commitments w.e.f. the closure of business hours on June 07, 2024.

12. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

The management of the Company is immensely benefitted from the guidance, support and mature advice from the members of the Board of Directors who are also members of the various Committees. The Board consists of the director possessing diverse skills, rich experience to enhance the quality performance of its Directors.

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations, or other applicable laws.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters as mandated under Section 178 (3) of the Act, and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

The objective of this Policy is to serve as a guiding charter to appoint qualified persons as directors on the board of directors of the Company ("Directors"), Key Managerial Personnel (the "KMP"), persons who may be appointed in senior management positions ("SMP"), to recommend the remuneration to be paid to them and to evaluate their performance.

The Nomination and Remuneration Policy, approved by the Board is available on the website of the Company, the same can be accessed at https://www.bflfin.com/wp-content/uploads/2024/04/14.- Nomination-and-Remuneration-Policy.pdf

The salient aspects covered in the Nomination and Remuneration Policy have been outlined below:

(a) To review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Company's corporate strategy, with the objective to diversify the Board;

(b) To identify individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;

(c) To recommend to the Board on the selection of individuals nominated for Directorship;

(d) To make recommendations to the Board on the remuneration payable to the Directors / KMPs so appointed /reappointed;

(e) To assess the independence of independent Directors;

(f) such other key issues/matters as may be referred by the Board or as may be necessary in view of the Listing Regulations and provisions of the Act and Rules thereunder;

(g) To make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

(h) To ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(i) To devise a policy on Board Diversity;

(j) To develop a succession plan for the Board and to regular review the plan;

(k) Performance Evaluation of every Director and Key Managerial Personnel.

13. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters etc. The details of number of familiarisation programmes and number of hours spent by each of the Independent Directors during the Financial Year 2023-24 and on cumulative basis, in terms of the requirements of Listing Regulations are available on the website of the Company www.bflfin.com and can be accessed through the web link: https://www.bflfin.com/wp-content/uploads/2024/05/8.-Familiarisation-programme.pdf

14. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Regular meetings of the Board were held to discuss and decide on various business policies, strategies and other matters.

The Board of Directors of the Company met 7 (Seven) times during the year under review. The requisite quorum was present in all the Meetings. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 (SS-1) and the listing regulations. Details of the meeting of Board of Directors of the Company and attendance of the Directors thereat forms part of the "Corporate Governance Report" annexed to this report as Annexure-V.

Dates of the Board meetings held during the year under review are as follows:

BOARD COMMITTEE

The Company has various Committees which have been constituted as a part of good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Board has constituted four Committees during the F.Y. 2023-24:

i. ) Audit Committee

ii. ) Nomination and Remuneration Committee

iii. ) Stakeholders' Relationship Committee

iv. ) Risk Management Committee

The above mentioned committees are formed in compliance with the provisions of the Act and Listing Regulations and Directions issued by RBI. The Company Secretary is the Secretary of all the aforementioned Committees.

According to Secretarial Standard on meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India (ICSI), the draft minutes of the Board Meetings and Committee Meetings were prepared and circulated to all the Directors and Members of respective Committees for their suggestions and comments and thereafter were entered in the minutes book and signed by the Chairman of the Board and respective Committees after incorporating suggestions or comments received, if any, within the period of time as stipulated in SS-1.

The Board of Directors and the Committees also take decisions by Resolutions passed through Circulation which are noted by the Board/respective Committees of the Board at their subsequent meeting. During the year under review, only 1 (one) Resolution was passed by way of Circulation by the Board of Directors of the Company.

The details of Board and Committees including composition and Meetings held during the financial year ended on March 31, 2024 and attendance of Directors/Committee Members thereat are set out in the Corporate Governance Report enclosed as Annexure-V which forms part of this report.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was held on May 25, 2023 without the presence of NonIndependent Directors, Members of Management and employees of the Company as required under the Act and in Compliance with requirement under Schedule IV of the Act and as per requirements of Listing Regulations and discussed matters specified therein. The Company Secretary and Compliance Officer of the Company facilitated the convening and holding of the meeting upon instructions of the Independent Directors.

The meeting was attended by all the Independent Directors of the Company.

15. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual Directors, Board and the Companies for which they work. The Securities and Exchange Board of India ("SEBI") has issued a Guidance Note on Board Evaluation. In terms of the requirement of the Act, the Listing Regulations, and in accordance with the guidance note issued by SEBI an annual performance evaluation of the Board is undertaken where the Board formally assesses its own Performance, with the aim to improve the effectiveness of the Board and its Committee Members. The manner for performance evaluation of Directors (including Independent Directors) and Board as a whole has been covered in the Corporate Governance Report enclosed as Annexure-V which forms part of this report.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Company has always believed in providing safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company ensures that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

The Company has in place a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition And Redressal) Act, 2013 (POSH Act). All women employees are covered under this policy. The requirement of constitution of Internal Complaint Committee is not applicable on the Company.

The details of the complaints received during the year under review were as follows:

17. AUDITORS & AUDITOR'S REPORT Statutory Auditors & Audit Report

Pursuant to the provisions of section 139 of the Act, M/s. Khilnani & Associates, Chartered Accountants (Firm Registration No. 005776C) were appointed as the Statutory Auditors of the Company at 25^th AGM of the Company held on September 28, 2020 for a term of five years.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received a confirmation from the Auditors along with peer review certificate, to the effect, inter, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

The Financial Statements and the Auditor's Report for the financial year ended on March 31, 2024 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self-explanatory. The Auditors' Report is enclosed with the financial statements in this annual report.

Secretarial Auditor & Secretarial Audit Report

As per Section 204 of the Act, read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint a Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the aforementioned requirements, M/s V. M. & Associates, Company Secretaries (Firm Reg. No. P1984RJ039200) were appointed as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2023-24.

Secretarial Audit Report in Form MR-3 as issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended on March 31, 2024, is annexed as Annexure-I to this Report. The Audit Report is free from any qualification, reservation, observation and adverse remark and the report is self-explanatory and does not call for any further comments.

In accordance with Regulation 24A of Listing Regulations, a report on secretarial compliance issued by M/s V. M. & Associates, Company Secretaries, for Financial Year 2023-24 has been submitted with the stock exchange within the period prescribed therein. They have stated in the report that the Company has complied with the provisions of the Act, rules made thereunder, Secretarial Standards, SEBI Regulations, Guidelines and RBI Master Directions applicable on the Company. The Secretarial Compliance Report is free from any qualification, reservation, observation and adverse remark and the report is selfexplanatory and does not call for any further comments.

M/s. V. M. & Associates, Company Secretaries (Firm Registration Number: P1984RJ039200) have confirmed their eligibility and willingness to accept the re-appointment as Secretarial Auditor of the Company. The Company has received consent/eligibility certificates from M/s V. M. & Associates, Company Secretaries. Accordingly, Board in its meeting held on May 10, 2024 has re-appointed M/s V. M. & Associates, Company Secretaries, Jaipur as Secretarial Auditor (Firm Reg. No. P1984RJ039200) of the Company to carry out Secretarial Audit of the Company for the Financial Year 2024-25.

Internal Auditor

Pursuant to Section 138 of the Act, read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned, M/s Shiv Shankar Khandelwal & Co., (Firm Registration No. 006852C), Chartered Accountants, Jaipur, were appointed as Internal Auditors of the Company for the financial year 2023-24.

The Internal Audit Report issued by M/s. Shiv Shankar Khandelwal & Co., for the Financial Year ended on March 31, 2024 is free from any qualification, reservation, observation and adverse remark and the Internal Audit report is self-explanatory and does not call for any further comments.

M/s Shiv Shankar Khandelwal & Co., Chartered Accountants (Firm Registration No. 006852C), Jaipur, have confirmed their eligibility and willingness to accept the re-appointment. The Company has received consent/eligibility certificates from M/s. Shiv Shankar Khandelwal & Co., Chartered Accountants. Accordingly, Board in its meeting held on May 10, 2024 has re-appointed M/s Shiv Shankar Khandelwal & Co., Chartered Accountants, Jaipur (Firm Reg. No. 006852C) as the Internal Auditor of the Company for the financial year 2024-25.

Cost Audit

The provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Act, is not required and accordingly, such accounts and records are not made and maintained. The Company has not appointed any Cost Auditor during the year.

Reporting of Frauds by Auditors

During the year under review, Statutory Auditor, Secretarial Auditor and Internal Auditor have not reported to the audit committee, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to the provisions of Section 186(11) of the Act, read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loans made, guarantees given or securities provided or acquisition of securities by a Non-Banking Financial Company (NBFC) registered with RBI, in the ordinary course of its business are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report. Further, particulars of

Loans given and investments made by the company are given under Note No. 4 and 5 respectively of the Financial Statements of the company for the Financial Year ended on March 31, 2024 forming part of this Annual Report.

19. RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during Financial Year 2023-24 with related parties were in compliance with the applicable provisions of Section 188 of the Act, Regulation 23 of Listing regulations and IND AS-24 and are disclosed under Note No. 4.23 of the Notes to Financial Statements for the financial year ended on March 31, 2024. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature.

Pursuant to the said omnibus approval, details of transactions entered into is also reviewed by the Audit Committee on a quarterly basis. All related party transactions entered during Financial Year 2023-24 were in the ordinary course of business and on arm's length basis and not material under the Act and Listing Regulations. None of the transactions required members' prior approval under the Act or Listing Regulations.

Details of transactions with related parties during Financial Year 2023-24 are provided in the notes to the Financial Statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

The Company's Policy on Materiality of Related Party Transactions is put up on the Company's website and can be accessed at https://www.bflfin.com/wp-content/uploads/2024/04/13.-Policy-on-Materiality- of-Related-Party-Transaction.pdf

20. RISK MANAGEMENT

Risk Management is an integral part of the Company's business strategy with focus on building risk management culture across the organization. The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/ Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: The risk that the company will not be able to meet the short-term financial obligations when they become due.

Time Risk: To compensate for non-receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company's financial condition. The short term/immediate impact of changes in interest rates are on the Company's Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all re-pricing mismatches and other interest rate sensitive positions.

Strategic Risk: Strategic or business risk is the risk associated with the formulation and execution of an organisation's strategy.

Risk Treatment

To prioritize risk control actions in terms of their potential to benefit the organization. Risk treatment includes risk control/ mitigation and extends to risk avoidance, risk transfer (insurance), risk financing, risk absorption etc. for

a) Effective and efficient operations

b) Effective Internal Controls

c) Compliance with laws and regulations

Risk Treatment shall be applied at all levels through carefully selected validations at each stage to ensure smooth achievement of the objective.

The Company's Risk Management Policy is put up on the Company's website and can be accessed at https://www.bflfin.com/wp-content/uploads/2024/05/2.-Risk-Management-Policy.pdf

21. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures.

The management is committed to ensure an effective internal control environment, commensurate with the size, scale and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The control system ensures that the Company's assets are safeguarded and protected and also takes care to see that revenue leakages and losses to the Company are prevented and our income streams are protected. The control system enables reliable financial reporting. The Audit Committee reviews adherence to internal control systems and internal audit reports.

The Company has also received report on Internal Financial Controls from statutory auditors of the company.

22. DETAILS RELATING TO DEPOSITS

Being a non-deposit taking NBFC the Company has not accepted any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014 or Chapter V of the Act, and guidelines and directions of Non-Banking Financial Companies (Acceptance of Public Deposits) (Reserve Bank) Directions, 2016 as prescribed by RBI in this regard and as such no details are required to be furnished.

Also, Company has not taken any Loan/borrowing from its directors during the year under review.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate Section on Management's Discussion and Analysis Report is included as Annexure IV of the Annual Report, pursuant to Regulation 34(2) (e) of Listing Regulations.

24. CORPORATE GOVERNANCE REPORT

Your Company practices a culture that is built on core values and ethical governance practices. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance for the financial year ended on March 31, 2024 along with Certificate issued by M/s V.M. & Associates, Company Secretaries confirming the compliance to applicable requirements related to corporate governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report as Annexure V.

Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

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

Particulars with respect of conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information required under Section 134(3) (m) of the Act, read with the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption, foreign exchange earnings and outgo are given below:

(a) Conservation of energy:

(b) Technology absorption

(c) Foreign exchange earnings and Outgo

Foreign exchange earnings and outgo is reported to be NIL during the financial year under review.

26. CORPORATE SOCIAL RESPONSIBILITY

The Company's net worth is below Rs. 500 crore, Turnover is less than Rs. 1,000 Crore and Net profit (Before Tax) is less than Rs. 5 Crore, during the immediately preceding financial year, hence provisions of section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) rules, 2014, are not applicable on the Company.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review, impacting the going concern status and the operations of the Company in future pursuant to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In line with the provisions of Listing Regulations, Act, and the principles of good governance, the Company has devised and implemented a vigil mechanism, in the form of 'Whistle-Blower Policy' which can be accessed on the website of the Company at https://www.bflfin.com/wp-content/uploads/2024/04/21.- Whistle-Blower-Policy.pdf . Detailed information on the Vigil Mechanism of the Company is provided in the Report on the Corporate Governance which forms part of the Annual Report.

29. DISCLOSURE ON SECRETARIAL STANDARDS

During the period under review, applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, issued by The Institute of Company Secretaries of India have been duly followed by the Company and the Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

30. EXTERNAL RATING

The Company does not have any secured external borrowings and as such, there is no rating.

31. RBI COMPLIANCES

Your Company is a Non-Banking Non Deposit Taking Non Systemically Important Investment and credit Company ("NBFC-ICC"), and continues to comply with the applicable regulations and guidelines of Reserve Bank of India and provisions as prescribed in Master Direction - Reserve Bank of India (NonBanking Financial Company - Scale Based Regulation) Directions, 2023 as amended from time to time.

The Company has been identified for categorization as NBFC-Base Layer under Scale Based Supervision Regulation (SBSR), a Revised Regulatory Framework for NBFCs. The Board periodically reviews the policies and approves amendments as and when required.

Further, your Company has complied with all the rules and procedure as prescribed in above mentioned master directions and any other circulars and notifications, time to time, issued by Reserve Bank of India.

32. PARTICULARS OF REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

• During the year under review, none of the Directors/KMP/employee of the Company was in receipt of the remuneration exceeding the limits prescribed u/s 197 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 of the Act.

The statement containing names of employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure II forming part of this report.

• The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Act, read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure III.

33. MANAGING DIRECTOR AND CFO CERTIFICATE

The Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of Listing Regulations. The Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of Listing Regulations. The annual certificate given by Managing Director and the Chief Financial Officer is published in this Report.

34. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) as amended from time to time, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its designated person and other connected person and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The same is available on the Company's website and can be accessed at https://www.bflfin.com/wp-content/uploads/2019/05/Code-of-Fair-Disclosure-and- Conduct-under-Regulation-82-of-the-SEBI-PIT-Regulations-2015.pdf

Further, as per the provisions of Regulation 3 of PIT Regulations the structured digital database ("SDD") is maintained by the Company in Orion Legal Compliance Software for the purpose of maintaining record of unpublished price sensitive information ("UPSI") shared with various parties on need to know basis for legitimate purposes with date and time stamp containing all the requisite information that needs to be captured in SDD.

35. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

In compliance with the Listing Regulations and Act, the Company has framed and adopted a code of conduct and ethics ("the code"). The code is applicable to the members of the Board, the executive officers and all the employees of the Company.

All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the financial year ended on March 31, 2024 and a declaration to this effect signed by the Managing Director forms part of the Corporate Governance Report as Annexure V.

36. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for Financial Year 2023-24 have been prepared with the applicable accounting principles in India and the mandatory Indian Accounting Standard ('Ind AS') as prescribed under Section 133 of the Act, read with the rules made there under.

37. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Act, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended on March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended on March 31, 2024 and of the profit and loss of the Company for that period;

iii. the Directors have 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;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. 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; and

vi. 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.

38. DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING ON COMPANY

There are no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company as specified in Schedule III, Para A, Clause 5A of Listing Regulations.

39. OTHER DISCLOSURES

Other disclosures with respect to Board's Report as required under the Act, Rules notified thereunder and Listing Regulations are either NIL or NOT APPLICABLE.

40. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Bankers, Company's shareholders, auditors, advisors, business partners, for the patronage received from them including officials there at from time to time. The Board would also like to thank the BSE Limited, Central Depository Services (India) Limited, National Securities Depository Limited and MCS Registrar and Share transfer Agent (Registrar and Share Transfer Agent) for their continued co-operation.

Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.