B P Capital Ltd Directors Report

Dear Members,

Your Directors are delighted to present the 31^st Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31^st March, 2024.

1. Financial Results

The Financial Performance of your Company for the year ended March 31,2024 is summarized below

(Amount in Hundred)

Particulars	Financial Year ended
	31st March, 2024	31st March, 2023
Total Income	-	-
Total Expenditure	14,156.00	1,4051.15
Profit before tax	(14,156.00)	(14051.15)
Provision for tax	-	-
Deferred Tax Liabilities	-	-
Profit after Tax	(14,156.00)	(14,051.15)
Balance Profit/(Loss) of current year	(14,156.00)	(14,051.15)
Profit/(Loss) b/f of previous year	(1,21,102.70)	(1,07,051.55)
Balance of Profit/(Loss) carried to Balance Sheet	(1,35,258.70)	(1,21,102.70)
Paid-up Share Capital	6,01,180.00	6,01,180.00

2. Dividend

In view of losses incurred by the Company, your Directors regret their inability to recommended dividend on equity shares for the year under review.

3. Reserves

In view oflosses incurred by the Company, no amount is proposed to be transferred to Reserves for the year under review.

4. Brief description of the Companys working during the year:

A. Review of Operations

During the year under review total revenue of the Company was Rs. NIL as against Rs. NIL in the previous year. The company incurred a net loss (beforetax) of Rs. 14,15,600/- .against a net loss (before tax)of Rs.14,05,115/- during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company.

B. Future Prospects

Your company had made an application to RBI to voluntary surrender its Certificate of Registration with RBI so as to discontinue its NBFC activities. Pursuant to the aforesaid application sent by the company to the RBI, the RBI vide its order dated 06.10.2016 had cancelled the Certificate of Registration of the Company. Thereafter, the company was in the process of merger with Diamond Footcare Udyog Pvt. Ltd. The Management of both the companies had decided to implement the plan of merger of the companies and transfer the Footwear business of Diamond Footcare Udyog Pvt. Ltd. to B. P. Capital Ltd. as a going concern along with its brand and goodwill. However, the Transferor Company ie, Diamond Footcare Udyog Private Limited had filed an application for withdrawal of the Scheme of merger between Diamond Footcare Udyog Private Limited and B.P. Capital Limited and the same had been allowed by the Honble NCLT, Chandigarh Bench vide its order dated August 28, 2019 and the merger petition was dismissed as withdrawn.

The management of the company is now exploring the possibilities of starting a new business and is putting necessary efforts in this respect so that the operations of the company can be started again.The management firmly believes that the company would be able to restart its business operations and is of the opinion that the new deals would be finalized soon.

5. Change in the nature of business, if any

During the year under review, there is no change in the nature of business of the company.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

7. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future

During the year, there is no significant and material order passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary/Joint-venture/Associate Company. During the year, no company has become or ceased as Subsidiary/Joint-venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiary company.

11. Public Deposits

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under Chapter V of the Act is as under-

(a) accepted during the year	Rs Nil
(b) remained unpaid or unclaimed as at the end of the year	Rs Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such c ases and the total amount involved	No
(i) at the beginning of the year	Rs Nil
(ii) maximum during the year	Rs Nil
(iii) at the end of the year	Rs Nil

12. Auditors

A. Statutory Auditors:

M/s. Nemani Garg Agarwal & Co., (Firms Registration No. 010192N), Chartered Accountants, Delhi were appointed as the Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of 26^th Annual General Meeting until the conclusion of 31^stAnnual General Meeting of the Companyin the Annual General Meeting held on 30^th September, 2019.

The first term of of M/s. Nemani Garg Agarwal & Co., Chartered Accountants expire at the ensuing Annual General Meeting. The Board of Directors of the company at their meeting held on 02.09.2024, upon the recommendation of the Audit Committee have proposed and recommended the reappointment of M/s. Nemani Garg Agarwal & Co., Chartered Accountants as the Statutory Auditors of the company for a second term of Five (05) years, i.e. from the conclusion of this 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting to be held in the year 2029.

M/s. Nemani Garg Agarwal & Co., Chartered Accountants are eligible for re-appointment for a further period of 5 years. M/s. Nemani Garg Agarwal & Co., Chartered Accountants have given their consent for their reappointment as Statutory Auditors of the Company and has issued certificate confirming that their reappointment, if made, will be within the limits prescribed under the provisions of Section 139 of the Companies Act, 2013 (the Act) and the rules made thereunder.

M/s. Nemani Garg Agarwal & Co., Chartered Accountants have confirmed that they are eligible for the proposed appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As confirmed to Audit Committee, the Auditors have reported their independence from the Company according to the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) and the ethical requirements relevant to audit.

Based on the recommendations of the Audit Committee and the Board of Directors, it is hereby proposed to reappoint M/s. Nemani Garg Agarwal & Co., Chartered Accountants, having Firm Registration Number: 000978N/N500062, as the Statutory Auditors of the Company for the second term of 05 (Five) consecutive years, who shall hold office from the conclusion of this 31^st AGM till the conclusion of the 36^th AGM of the Company.

The Board of Directors has approved a remuneration of Rs. 27,500/- per annum for conducting the audit. The firm holds the ‘Peer Review certificate as issued by ‘ICAI.

A brief profile of M/s. Nemani Garg Agarwal & Co. is as under:

M/s. Nemani Garg Agarwal & Co. is a leading Chartered Accountancy firm rendering comprehensive professional services which include Audit, Management Consultancy, Tax Consultancy, Accounting Services, Manpower Management, Secretarial Services etc.

M/s. Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists of distinguishedhartered Accountants, Corporate Financial Advisors and Tax Consultants. The firm represents a combination of specialized skills, which are geared to offers sound financial advice and personalized proactive services. Those associated with the firm have regular interaction with industry and other professionals which enables the firm to keep pace with contemporary developments and to meet the needs of its clients.

Auditors Report

The comments on statement of accounts referred to in the report of the Auditors are self explanatory. Auditor Report does not contain any qualification, reservation or adverse remark.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board has appointed M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the F.Y. 2023-24.

Annual Secretarial Compliance Report & Secretarial Audit Report

SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated that all listed entities in addition to Secretarial Audit, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder.

In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company Secretaries, the Secretarial Auditors of the Company examined the compliance of all applicable SEBI Regulations and circulars / guidelines and provided their report. The Secretarial Auditors vide their Secretarial Compliance Report& Secretarial Audit Report dated 27^thMay, 2024 & 10^th August, 2024 respectively, have reported that your company has maintained proper records under the provisions of SEBI Regulations and Circulars / Guidelines issued thereunder.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditorsin its Reports except the following observation:

• The Company has defaulted in payment of Annual Listing Fees to BSE for the financial years 2022-23 & 2023-24.BSE has suspended the trading of the scrip of the company on BSEs web portal due to nonpayment of annual listing fees w.e.f. 17th May, 2023. However, BSE pursuant to its notice no. 2021021931 dated 19 Feb, 2021 has allowed the trading of shares of the company on Trade-for-Trade basis only on the first trading day ofevery week till the company makes payment of outstanding ALF to the Exchange.

• The company has been marked under the Graded Surveillance Measure (GSM) Stage 0 by the Bombay Stock Exchange.

• The Calcutta Stock Exchange Limited (CSE) has pursuant to SEBI CIR. NO. SEBI/HO/CFD/DCR/CIR/P/2016/81 dated 07th September, 2016 taken action against the company and suspended the trading of scrip of the company due to non-payment of its annual listing fees and further freezed the demat accounts of Mr. Aditya Aggarwal, (DIN: 08982957), Managing Director of the Company, Mr Rachit Garg, (DIN: 07574194), Non-Executive Director of the Company and Mr Amit Kumar, DiN: 02546958), erstwhile Non-Executive Director of the Company.

Our Explanation to Secretarial Auditors observation:

• Due to paucity of funds the Annual Listing Fees to BSE could not be paid. The Company is trying its level best to arrange funds & is expected to pay the fees in very near future.

• In the absence of any operations during the year under review, there is a decline in the operating activities of the company. The management of the company is exploring the market and business opportunities and is putting necessary efforts in this respect so that the operations of the company can be started again and the financial position & net worth of the company could be improved.

• The SEBIs Circular no. SEBI/HO/CFD/DCR/CIR/P/2016/81 dated September 07, 2016 is not applicable to the company as it imposes restrictions on Promoters and Whole Time Directors of only those companies which have been compulsorily delisted by the Stock Exchange as per SEBI (Delisting of Equity Shares) Regulations, 2009. Since no orders for delisting of securities of our company has been passed by any of the Exchange , freezing the demat accounts of the Mr Aditya Aggarwal, Managing Director of the

Company and other Non Executive Directors of the company, i.e., Mr Rachit Garg, Director of the

Company and Mr. Amit Kumar, erstwhile Non-Executive Director of the company is arbitrary and illegal and deserves to be recalled. The management of the company has sent a representation to the Calcutta Stock Exchange in this regard and has requested to recall its order / notification dated January 3, 2023 addressed to National Securities Depositories Ltd. & Central Securities Depositories Ltd. immediately and de-freeze the demat accounts.of the Directors and the response of CSE is still awaited.

The company has also obtained a certificate from M/s Saurav Upadhyay & Associates, Company Secretaries confirming 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 Statutory Authority.

The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding disqualification of Directors for the F. Y. 2023-24 is provided as ("Annexure-1(A), 1(B) & 1(C)") respectively.

C. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sanghi& Co. as Internal Auditor for the financial year 2023-24.

Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time.

13. Share Capital

A Issue of equity shares through Preferential Allotment	During the year, company has not issued any equity shares through Preferential Allotment.
B Issue of sweat equity shares	During the year, company has not issued any Sweat equity shares.
C Issue of employee stock options	During the year, company has not issued employee stock options.
D Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees	Rs Nil
E Bonus Shares	No bonus shares were issued during the year under review.
F Issue of equity shares with differential rights	During the year, company has not issued any equity shares with differential rights

Details of Utilisation of funds raised through preferential allotment

The funds of Rs. 3.00 Crores infused through allotment of 30,00,000 Equity Shares of face value of Rs. 10/- each pursuant to conversion of 30,00,000 Fully Convertible Warrants (‘Warrants), issued on October 22, 2021 at an issue price of Rs. 10/- each, by way of preferential allotment, to the persons belonging to ‘Non-Promoter category, have been fully utilized for the objects and the purpose they have beenraised i.e.towards capital expenditure purpose.

14. Annual Return

An Extract of the Annual Return in form MGT-9 as of March 31, 2024, pursuant to the sub section (3) of Section 92 of the Companies Act 2013 is placed at the Companys website under the web link: https://bpcapital.in/pdfs/mgt9-23-24.pdf

Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31, 2024 in Form MGT-7, is available on the website of the Company at the link: https://bpcapital. i n/pdfs/aretu rn23-24.pdf

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy

The requirements of disclosures with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company since it doesnt own any manufacturing facility.

However, the company has undertaken various energy efficient practices which has strengthened the Companys commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy.

(B)Technology absorption

The business of the company is not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption.

C) Foreign exchange earnings and Outgo during the year:

	Rs
Foreign Exchange Earned in terms of actual inflows	Nil
Foreign Exchange outgo in terms of actual outflows	Nil

16. Corporate Social Responsibility (CSR)

In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel Director Liable to Retire by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Rachit Garg (DIN: 07574194), Director of the Company, retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment. Considering the vast experience of Mr.Rachit Garg, the Board is of the opinion that his reappointment will immensely benefit your Company. The Board recommends his reappointment as a Director of the Company, liable to retire by rotation.

Brief profile of Mr. Rachit Garg:

Mr. Rachit Garg is an MBA Finance & Marketing from UP Technical University, Meerut apart from being a Commerce graduate from Chaudhary Charan Singh University, Meerut. He has a rich experience of over 10 years in legal, Accounts & Finance. He had earlier worked with Geiper Consulting Pvt Ltd. In the Accounts and Finance Department and he specializes in marketing of financial products.

Mr. Rachit Gargholds 10 equity shares of the Company. He does not have any relationship with any of the existing directors and Key Managerial Personnel.

Apart from B. P. Capital Limited, Mr. Rachit Garg holds directorship and membership of the Committees of the follwoing public limited companies:

Name of the Company	Designation	Details of Committee Membership/Chairpersonship
MPS INFOTECNICS LIMITED	Director	Nomination and Remuneration Committee -Member Stakeholders Relationship Committee- Chairperson
ONUS PLANTATIONS AND AGRO LIMITED	Director	N.A.
ONSHORE SHIPPING LIMITED.	Director	N.A.
ESHOPPERS INDIA LIMITED	Director	N.A.
SATURN INFOCOM LIMITED	Director	N.A.

Details of listed companies in which Mr. Rachit Garg resigned in the past three years - NIL

After the year under review, Mr Aditya Aggarwal, (DIN: 08982957), Managing Director of the Company resigns from the post of Director and Managing Director w.e.f. 02.09.2024 and Mr. Peeyush Kumar Aggarwal (DIN: 00090423) was appointed as the Additional Director and Managing Director of the Company w.e.f 02.09.2024 subject to the approval of the shareholders at the ensuing Annual General Meeting.

B) Shareholding of Directors

As on 31^st March, 2024, Mr Aditya Aggarwal*, Managing Director of the Company holds 15,000 equity shares and Mr. Ajay Sharma & Mr. Rachit Garg, Directors of the company holds 10 equity shares of the company each. Apart from the above, none of the Directors hold any shares in the Company.

*Mr Aditya Aggarwal, (DIN: 08982957), Managing Director of the Company resigns from the post of Director and Managing Director w.e.f. 02.09.2024

B. Appointment of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, your Company has requisite number of Independent Directors on its Board. Your Company has duly complied with the requirements of the said provisions for appointment of Independent Directors during the year under review.

C. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of the Company under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet with the criteria of independence as prescribed under the aforesaid Section and Regulation.

D. Formal Annual Evaluation

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors including the Chairman of the Board. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non - Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

18. Number of meetings of the Board of Directors

Six meetings of the Board of Directors were held during the year on 29.05.2023, 12.08.2023, 29.08.2023, 09.11.2023, 12.02.2024, 30.03.2024.

One separate meeting of Independent Directors of the Company was held on 26.03.2024.

19. Committees of the Board

The details of committees constituted by the Board as per the requirement of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are:

* Audit Committee

* Stakeholders Relationship Committee

* Nomination and Remuneration Committee

As per the provisions of SEBI (Listing Obligation and Disclosure Requirments), 2015 the Risk Management Committee was not applicable to the company and therefore the Board decided to dissolve the same.

Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report.

Recommendation of Audit Committee

During the year under review, there were no instances of non-acceptance of any recommendation of the Audit Committee by the Board of Directors.

20. Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of Performance Evaluation Policy formulated by the Board and after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc. and on such further criteria as is set out in the Performance Evaluation Policy (as per "Annexure-2") formulated by the Nomination and Remuneration Committee and approved by the Board to evaluate the performance of the Board and its Committees.

In a separate meeting of Independent Directors held on 26.03.2024, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Based on the outcome of performance evaluation for the financial year 2023-24, further measures/actions have been suggested to improve and strengthen the effectiveness of the Board and its Committees.

21. Policy on Directors Appointment and Remuneration

Your Company has a policy to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2024, the Board consisted of 4 members and out of which 1 is an Executive Director, 2 are Independent Directors including 1 Woman Director and 1 is a Non Executive Director.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as "Annexure - 3" to the Board Report. Further the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

22. Risk management policy and Internal Control

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

23. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the link http://www.bpcapital.in/investor.html. None of the personnel has been denied access to the Audit Committee.

24. Particulars of loans, guarantees or investments under Section 186

Particulars and details of loans given, investments made or guarantees given and securities provided, if any, at the year end and maximum outstanding amount thereof during the year as required under Para A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company

25. Contracts and arrangements with related parties

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website http://www.bpcapital.in/pdfs/Related Party Transaction.pdf Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rules made there under, particulars of transactions with related parties as required under section 188(1) of the Companies Act, 2013 are mentioned in the prescribed Form AOC-2 which is annexed herewith as "Annexure-4". The details of the transactions with related parties are provided in Notes to Financial Statements.

26. Corporate Governance

Your Company has been benchmarking itself with well established Corporate Governance practices besides strictly complying with the requirements of Regulation 17 to 27 and any other applicable Regulation of the SEBIunder sEbI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

A separate "Report on Corporate Governance" together with requisite certificate obtained from Statutory Auditors of the Company, confirming compliance with the provisions of Corporate Governance as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

27. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards had been followed and no material departures have been made from the same;

(b) 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 i.e. on 31^st March, 2024 and of the profit or loss 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 the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; and

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

28. Particulars of Employees

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 60 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as "Annexure - 5".

During the year under review, none of the Directors of the Company has received remuneration from the Company.

The Nomination and Remuneration Committee of the Company has affirmed in its meeting held on March 29, 2024 has affirmed that the remuneration paid to the Senior Management Employee/KMPs is as per the remuneration policy of the Company.

29. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 read with Rules thereunder

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

30. Human Resources

Your Company treats its "human resources" as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

31. Details relating to material variations

The Company has not issued any prospectus or letter of offer and raised no money from public and as such the requirement for providing the details relating to material variation is not applicable to the Company for the year under review.

32. Details of the difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from banks or financial institutions along with the reasons theerof.

There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 202324 and accordingly no question arises for any difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from Banks or Financial Institutions during the year under review.

33. Segment-wise performance

The Company is into single reportable segment only.

34. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company and performance review for the year ended March 31, 2024, as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate report which forms part of the Report.

35. Acknowledgements

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks, customers, vendors, Government, members and employees during the year under review.

Finally, the Directors thank you for your continued trust and support.

	For and on Behalf of the Board of
	B. P. Capital Limited
	Sd/-	Sd/-
Date: 02nd September, 2024	Peeyush Kumar Aggarwal	Rachit Garg
Place: Haryana	Managing Director	Director
	(DIN: 00090423)	(DIN:07574194