Bentley Commercial Enterprises Ltd

Dear Shareholders,

Your Directors are pleased to present the 39^th Annual Report of your Company together with its Audited Financial Statements for the Financial Year ended 31^st March, 2024.

FINANCIAL AND OPERATIONAL RESULTS

The Financial and Operational Results of the Company for the year ended 31^st March, 2024, as compared to the previous financial year, is summarized below:

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS:

The income generated in respect of Financial Year ended 31^st March 2024 was Rs. 1874.17 lakhs as against the income of Rs. 271.55 lakhs generated for the Financial Year ended 31^st March 2023. Profit after tax for the Financial Year ended 31^st March 2024 stood at Rs. 1389.32 lakhs as against the profit after tax of Rs. 190.74 lakhs generated during the Financial Year ended 31^st March 2023.

The Directors are hopeful of a better performance in the upcoming years.

DIVIDEND:

With a view to conserve the resources of the Company, your Directors have not recommended any dividend for the financial year under review.

SHARE CAPITAL:

There has been no change in the share capital of the Company during the year under review.

As on 31^st March, 2024, the paid-up share capital of your Company stood at Rs. 99,60,000/-comprising of 9,96,000 Equity shares of Re.10/- each fully paid. Further your Company has, during the year under review, neither issued any Equity shares with differential voting rights nor any shares (including sweat equity shares) to its employees under any scheme.

DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits covered under Chapter V of the Act is not applicable.

TRANSFER TO RESERVES:

For the financial year ended 31^st March, 2024, the Directors do not propose to transfer any amount to the General Reserve.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013 (“the Act”):

The Company has, during the financial year under review, not given any loans, guarantees or provided security and has not made any investments in any body corporate in excess of limits specified under Section 186 of the Act.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiary, Joint Venture (JV) and Associate Companies as on 31^st March, 2024.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Adequate Internal Financial Control systems, commensurate with the nature of the Company's business, size and complexity of its operations, are in place and have been operating satisfactorily and effectively.

During the FY under review, no material weaknesses in the design or operation of Internal Financial Control system was reported.

PARTICULARS OF CONTRACT(S)/ TRANSACTION(S)/ ARRANGEMENT(S) WITH RELATED PARTIES:

During the year under review, there were no transactions falling within the purview of Section 188 of the Companies Act, 2013, entered into by your Company with any related party.

All Related Party Transactions as required under Ind AS 24 - Related Party Disclosures are reported in Note 32 of Notes to Audited financial statements of your Company.

Your Company has formulated the policy on materiality of related party transactions and dealing with related party transactions. The same is uploaded on the website of your Company and may be accessed at: www.bentleycommercialent.in

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report carries no eminence in the case of the Company, as it does not carry out any substantive business activity calling for any such management discussion and business analysis.

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and 92(3) of the Companies Act, 2013 (read with Rule 12 of the Companies (Management and Administration Rules, 2014), the copy of the Annual Return for the Financial Year ended 31^st March, 2024 made under the provisions of Section 92(3) of the Act is available on the Company's website on www.bentleycommercialent.in.

WHISTLE BLOWER / VIGIL MECHANISM POLICY:

The Company believes in conducting its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Board of Directors have implemented a vigil mechanism through the adoption of Whistle Blower/Vigil Mechanism Policy.

The above policy is available on the Company's website on

www.bentleycommercialent.in

RISK MANAGEMENT:

The Board, during the Financial Year under review, has not observed any eminent risk for the Company which can threaten its existence. However, the Company has a Risk Management Policy in place, as approved by the Board for curbing the elements of risk(s) identified with respect to the operations/ activities of the Company.

The above policy is available on the Company's website on

www.bentleycommercialent.in

The Company shall continue to have periodic review mechanism for monitoring of risk events and functional activities basis residual risk rating.

MEETINGS OF THE BOARD & COMMITTEES:

There were 5 (Five) meetings of the Board of Directors were held during the Financial Year ended 31^st March 2024. The details of the said meetings are mentioned in the report on Corporate Governance forming part of this Annual Report.

The details pertaining to the Committees of Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, and Independent Director's Committee have been stated in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

There were no changes in the Directors during the year under review.

Ms. Kavya Gawde tendered her resignation as the Chief Executive Officer of the Company with effect from 9^th February, 2024 due to personal reasons and Mr. Sudipta Kumar Singha was appointed as the Chief Executive Officer with effect from 8^th May, 2024.

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Babulal Mishrimal Bhansali, NonExecutive Non-Independent Director (DIN: 00102930) retires by rotation at the ensuing Annual General Meeting (“AGM”) of the Company and being eligible, offers himself for re-appointment. The relevant resolution proposing his reappointment has been included in the Notice of the ensuing Annual General Meeting for the approval of the Shareholders thereon.

Independent Directors Declaration

The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence and complied with the code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

Details of Nomination and Remuneration Policy:

The Board, on the recommendation of the Nomination and Remuneration Committee, has formulated a policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes and independence of directors.

The above policy is available on the Company's website on www.bentleycommercialent.in

The disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company on email id: bentleycommercial@gmail .com.

Performance evaluation of the Board:

In accordance with the provisions of the Act and Listing Regulations, the Company has formulated the criteria for performance evaluation of all the Directors including Independent Directors, the Board and its Committees and the Chairman, details of which are mentioned in the Corporate Governance Report forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 (“the Act”), and in relation to the audited Annual Financial Statement of Company for the financial year ended March 31, 2024, the Board of Directors hereby confirm that:

(a) in the preparation of the annual accounts for the FY ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

(b) such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31^st March, 2024 and of the profit of the Company for that year;

(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of Company have been prepared on a ‘going concern' basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

The Company believes in adopting the best corporate governance practices. The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations and the certificate from a Practicing Company Secretary regarding compliance with Corporate Governance norms, form part of this report and are attached as Annexure-1 and Annexure-2, respectively.

CERTIFICATIONS AND DECLARATIONS:

The certificate issued by the CEO and CFO of the Company with regards to certification on Audited Financial Statements of the Company for FY 2023-24 in accordance with the Provisions of Regulation 17(8) of Listing Regulations is attached as Annexure-3 and forms part of this Annual Report.

The declaration by CEO of the Company relating to compliance of Code of Conduct by all Board Members and Senior Management Personnel of the Company, in accordance with the provisions of Regulation 17(5) of Listing Regulations is attached as Annexure-4 and forms part of this Annual Report.

AUDITORS:

Statutory Auditors:

M/s. B. L. Dasharda & Associates, Chartered Accountants, Mumbai (FRN- 112615W) were appointed as Statutory Auditors of the Company at the 37^th AGM held on 29^th September, 2022 to hold office up to the conclusion of 42^nd AGM on the remuneration to be determined by the Board of Directors.

The Report given by the Statutory Auditors on the financial statements of the Company does not contain any qualification, reservations or adverse remarks. made by the Auditor in their report. The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.

Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, M/s. Rathi & Associates, Practicing Company Secretaries, (FRN-P1988MH011900), were appointed as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the Financial Year ended 31^st March 2024.

The Secretarial Audit Report is annexed as Annexure-5 to this Report. The Secretarial Audit Report does not contain any qualification.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant material order(s) were passed by the regulators/courts which would impact the going concern status of the Company and the future operations of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED AFTER THE REPORTING PERIOD TILL THE DATE OF THE REPORT:

There have been no material changes, which have occurred between the end of Financial Year till the date of this report, affecting the financial position of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:

The requirements of disclosures pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are not applicable to the Company as it is not involved in any manufacturing process/ activity.

During the financial year under review, there was no foreign exchange earnings and outgo.

PREVENTION OF SEXUAL HARASSMENT:

In accordance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has formed Internal Complaints Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act.

The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. Further, there were no cases/complaints filed during the year under POSH Act.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year under review, the Registered Office of the Company has been shifted from Bhansali House, A-5, Off. Veera Desai Road,Andheri (West) Mumbai- 400053 to 301 & 302, 3rd Floor, Peninsula Heights, C. D. Barfiwala Road, Andheri (West), Mumbai - 400 058 with effect April 27, 2023.

Members are therefore, requested to address their correspondences to the aforesaid address.

GENERAL DISCLOSURES:

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

a) Instances of transferring the funds to the Investor Education and Protection Fund.

b) Change in nature of business of Company during F.Y.2023-24

c) Provisions relating to Corporate Social Responsibility

d) Issue of Debentures/bonds/warrants/any other convertible securities.

e) Appointment of Cost Auditors and maintenance of cost records in accordance with the provisions of Section 148(1) of the Act is not required for the Company since the Company is not involved in any kind of manufacturing activity.

f) Details of any application filed for Corporate Insolvency Resolution Process under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

g) Instance of one-time settlement with any bank or Financial Institution.

h) Statement of deviation or variation in connection with preferential issue.

i) Scheme of provision of money for the purchase of its own share by employees or by trustees for the benefit employees

j) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place their sincere appreciation for the assistance, co-ordination and cooperation received from the Banks, Statutory Authorities and all Stakeholders.