BCL Enterprises Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 41st Annual Report on the business and operations of BCL Enterprises Limited (“Company”), together with the Audited Financial Statements for the financial year ended 31st March 2026.

1. FINANCIAL HIGHLIGHTS

A brief summary of the audited financial performance of the Company for the year ended March 31, 2026, along with previous year figures are given below:

Particulars	March 31, 2026	March 31, 2025
Revenue from operations	1,21,554.74	6,77,654.27
Other Income	535.83	465.62
Total Income	1,22,090.56	6,78,119.89
Less: Total Expenditure	7,15,936.76	6,00,322.50
Profit / Loss before exceptional items	(5,93,846.20)	77,797.39
Exceptional Items	-	-
Profit/(Loss) before tax	(5,93,846.20)	77,797.39
Tax Expense
Current Tax	-	3951.00
Deferred Tax	11,842.27	-
Adjustment of tax relating to earlier periods	(6,200.89)	(28.81)
Profit/(Loss) for the Year	(5,88,204.82)	73,817.58
Other Comprehensive income	(2,609.42)	(3,765.89)
Total Comprehensive income	(5,90,814.24)	70,051.69
Earnings per Share	0.5	0.06

2. OPERATIONAL HIGHLIGHTS

The companys total revenue from operations for the year ended March 31,2026, was Rs. 1,21,55,474/- in comparison to previous years revenue of Rs. 6,77,65,427/-. During the period under review, the Company has reported the losses of Rs. 5,88,20,482/- as against the profit of previous years Rs. 73,81,758/-.

The significant decline in revenue and resulting operational losses during the period were primarily attributable to provisions created in accordance with applicable RBI norms, which are largely notional in nature, along with statutory fees incurred in connection with the increase in companys authorised share capital. The management continues to undertake strategic initiatives to strengthen the Companys market presence, pursue new business opportunities and create sustainable value for its shareholders in line with its overall growth objectives.

3. DIVIDEND

During the period under review, no dividend was declared, as the Company is planning to expand and thereby would need funds to invest in future projects. The Board of Directors considers this approach appropriate for strengthening the Companys financial position and remains optimistic about improved performance in the coming years.

4. RESERVES AND SURPLUS

As at the end of the reporting period, in its Reserve and Surplus the Company has a deficit of Rs. 6,47,49,565/, Statutory Reserve of Rs. 2,44,30,821/- and General Reserve of Rs. 4,11,218/-. During the period under review the Company has suffered the losses of Rs. 5,88,20,482/ - as on March 31, 2026 and hence the Company has not transferred any amount in Statutory Reserve as required under Section 45-IC of RBI Act, 1934. The Company has created a provision of Rs. 2,73,43,437/- as per RBI NPA provisioning norms.

5. STATE OF COMPANYS AFFAIR

As at the end of the reporting period, in its Reserve and Surplus the Company has a deficit of Rs. 6,47,49,565/, Statutory Reserve of Rs. 2,44,30,821/- and General Reserve of Rs. 4,11,218/-. During the period under review the Company has suffered the losses of Rs. 5,88,20,482/ - as on March 31, 2026 and hence the Company has not transferred any amount in Statutory Reserve as required under Section 45-IC of RBI Act, 1934. The Company has created a provision of Rs. 2,73,43,437/- as per RBI NPA provisioning norms.

6. LISTING OF SECURITIES

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and Metropolitan Stock Exchange of India Limited (MSEI).

The Annual listing fees for the Financial Year 2025-26 have been paid to the Stock Exchanges.

7. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any funds to the Investor education and protection Fund.

8. SHARE CAPITAL & NET WORTH

During the year under review, On 02nd February, 2026, Authorized Share Capital of the Company was increased from ?12,00,00,000/- (Indian Rupees Twelve Crore Only) divided into 12,00,00,000 (Twelve Crore) Equity Shares to ?500,00,00,000 (Rupees Five Hundred Crore Only) divided into 500,00,00,000 (Five Hundred Crore) Equity Shares of face value of ?1/- (Rupee One Only) each.

Further, there was no change in the Paid-up Share Capital of the Company during the year under review.

9. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiaries, associates and joint venture companies. Accordingly, the disclosure requirements relating to the performance and financial position of subsidiaries, associates and joint ventures under Rules 8(1) and 8(5)(iv) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

10. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

All arrangements / transactions entered by the Company with its related parties during the year were in the ordinary course of business and at arms length basis. Further, during the year, the Company has not entered any arrangement / transaction with related parties which are material transactions requiring disclosure under Section 188(1) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. In terms of Section 134(3)(h) of the Act, read with Section 188 and the aforesaid Rules, particulars of contracts or arrangements with related parties referred to in Section 188(1) are required to be disclosed in Form AOC-2. Accordingly, such particulars, if applicable, have been disclosed in Form AOC-2, which is attached as “Annexure -I” to this Report. The details of related party transactions as required under the applicable accounting standards have been disclosed in the Notes to the financial statements, forming part of the financial statements.

Prior approval of the Audit Committee has been obtained for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any.

The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions is in accordance with the requirements of the Act and SEBI (LODR) Regulations, 2015, and as approved by the Board is uploaded on the Companys website.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Your Company, being a Non-Banking Financial Company (“NBFC”), registered with the Reserve Bank of India and engaged in the business of giving loans is exempt from the provisions of Section 186 of the Companies Act, 2013, in respect of loans, guarantees and securities provided in the ordinary course of its business, in terms of the exemption available under Section 186(11) of the Act. The Company has complied with the applicable provisions of the Companies Act, 2013, wherever applicable.

12. DEPOSITS

The Company, being a Non-Deposit accepting Non- Banking Finance Company, has neither invited nor accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was payable or outstanding as on 31st March, 2026, in terms of the provisions of Chapter V of the Companies Act, 2013 read with the allied Rules and the Directions issued by Reserve Bank of India for Non-Deposit accepting Non- Banking Finance Companies and shall not accept any deposits from the public without obtaining the prior approval of RBI.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

13.1 The Company has the professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills & expertise and help the company in implementing the best Corporate Governance practices.

During the period under review the Board of Directors of the Company was duly constituted. None of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013.

List of Directors as on 31st March, 2026:

S. No.	Name of Director	Designation
1.	Mr. Mahendra Kumar Sharda	Managing Director
2.	*Mr. Jeevan Singh Rana	Non-Executive & Independent Director
3.	Ms. Sangita	Non- Executive Director
4.	Mr. Om Prakash Sambharia	Executive Director
5.	Ms. Priyanka Prajapati	Non-Executive & Independent Director
6.	Ms. Sonika Aggarwal	Non-Executive & Independent Director
7.	Ms. Sangeeta Chauhan	Non-Executive & Independent Director

* Mr.Jeevan Singh Rana, Non-Executive Independent Director of the company, resigned on September 01, 2026.

List of Key Managerial Personnel (KMP) as on 31st March, 2026

S. No.	Name of KMP	Designation
1.	Mr. Mahendra Kumar Sharda	Managing Director
2.	Mr. Shahzaib Nawaz	Chief Financial Officer
3.	*Mr. Shyam Lal	Company Secretary & Compliance Officer

* Mr. Shyam Lal, Company Secretary & Compliance Officer resigned on 16th July 2026.

13.2 APPOINTMENT, RE-APPOINTMENT AND CESSATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

During the year under review, the Company suffered an irreparable loss with the unfortunate demise of Mr. Umesh Kumar Bajaj (DIN: 02968410), Non-Executive Independent Director, on September 16, 2025. His passing was deeply felt by the Board, and the Directors place on record their profound sorrow and heartfelt condolences to his bereaved family.

Following his demise, the Board of Directors, in consultation with the Nomination and Remuneration Committee ("NRC”), undertook the necessary steps to reconstitute the Board and ensure compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015").

Accordingly, based on the recommendations of the Nomination and Remuneration Committee ("NRC”), the Board approved the following appointments/cessations:

a. Mr. Om Prakash Sambharia (DIN: 10088564) was appointed as an Additional Executive Director by the Board of Directors at its meeting held on November 13, 2025, to hold office up to the date of the ensuing General Meeting or within three months from the date of his appointment, whichever was earlier, in accordance with the applicable provisions of the Companies Act, 2013. Subsequently, the Members of the Company approved his appointment as an Executive, Non-Independent Director at the Extra-Ordinary General Meeting held on February 2, 2026, by passing a Special Resolution and liable to retire by rotation.

Mr. Sambharia possesses the requisite qualifications, expertise, industry knowledge, and extensive experience, which will be of significant value to the Company. In view of his competencies and expected contribution, the Nomination and Remuneration Committee and the Board are of the opinion that his appointment

as an Executive, Non-Independent Director is in the best interests of the Company and its stakeholders.

b. Ms. Priyanka Prajapati (DIN: 08892384), was appointed by the Board of Directors, as an Additional Non-Executive Independent Director with effect from November 13, 2025, to hold office up to the date of the ensuing General Meeting or three months from the date of the appointment, whichever was earlier, in accordance with the applicable provisions of the Companies Act, 2013. Subsequently, the Members of the Company approved her appointment as a Non- Executive Independent Director at their meeting held on February 2, 2026, to hold the office for a term of five consecutive years i.e., from November 13, 2025 till November 13, 2030 and not liable to retire by rotation.

Ms. Priyanka Prajapati is an accompished professional with extensive experience and expertise in corporate governance, management, and strategic oversight. The Board is of the opinion that her rich experience, professional acumen, and independent judgment will provide valuable guidance to the Company. Accordingly, the Board believes that her appointment and continued association as a Non- Executive Independent Director will be beneficial to the Companys governance framework, operations, and long-term growth, and is in the best interests of the Company and its stakeholders

c. Ms. Sonika Aggarwal (DIN: 11534586), was appointed by the Board of Directors, as an Additional Non-Executive Independent Director of the Company with effect from February 11 2026, to hold office up to the date of the ensuing General Meeting or within three months from the date of the appointment, whichever was earlier, in accordance with the applicable provisions of the Companies Act, 2013. Subsequently, the Members of the Company approved her appointment as a Non-Executive Independent Director at their meeting held on March 19, 2026 for a term of five consecutive years i.e., from February 11, 2026 to February 11, 2031 and she is not liable to retire by rotation.

Ms. Sonika Aggarwal is a Qualified Company Secretary. She possess strong expertise in corporate secretarial functions, regulatory compliance, and due diligence. Her professional background enables her to contribute effectively to policy formulation, risk management, and governance review processes. She will support the Board in upholding high standards of corporate governance and ethical business practices.

d. Ms. Sangeeta Chauhan (DIN: 11617283), was appointed by the Board as Additional Non- Executive Independent Director of the Company, with effect from March 21, 2026, who shall hold the office up to the date of ensuing General Meeting of the Company or 3 Months from the date of appointment whichever is earlier, in accordance with the applicable provisions of the Companies Act, 2013. Subsequently, the board consider and approved the re-appointment of Ms. Sangeeta Chauhan as Non-Executive Independent Director for a term of five consecutive years, subject to the approval of the shareholders of the company and she is not liable to retire by rotation.

Ms. Sangeeta Chauhan is a qualified Chartered Accountant from the Institute of Chartered Accountants of India (ICAI). She also holds a Master of Commerce (M.Com) from Indira Gandhi National Open University (IGNOU) and a Bachelor of Commerce (B.Com) from the University of Delhi. Ms. Chauhan has over 8+ years of professional experience in accounting, auditing, taxation, and financial management. In the opinion of Board her appointment in the capacity of Non- Executive, Independent Director is in the best interests of the Company and its stakeholders and will bring the new approach to the company.

e. Mr. Kishore Kargeti resigned from the position of Chief Financial Officer of the Company with effect from December 5, 2025, due to personal reasons, stating his intention to rebalance his personal and professional commitments.

f. Mr. Shahzaib Nawaz, a qualified Chartered Accountant, joined the Company and assumed the roles and responsibilities of the Chief Financial Officer, pursuant to the resignation of Mr. Kishore Kargeti. Based on the recommendation of the Nomination and Remuneration Committee, where applicable, the Board of Directors appointed Mr. Nawaz as the Chief Financial Officer of the Company at its meeting held on December 5, 2025.

Mr. Shahzaib Nawaz is a qualified Chartered Accountant and a member of the Institute of Chartered Accountants of India (ICAI). He also holds a Master of Business Administration (MBA) from Swami Vivekanand Subharti University. He has over nine years of diverse professional experience in accounting, auditing, taxation, financial management, and financial reporting, having worked across consulting firms as well as the FMCG and information technology (IT) sectors. Additionally, he possesses international work experience, having served in Saudi Arabia, which has further strengthened his expertise in financial management and cross- border business practices.

Further, subsequent to the reporting period, Mr. Shyam Lal, Company Secretary & Compliance Officer of the Company, resigned from his position with effect from 16th July 2026, citing personal and professional commitments. The Company is in the process of appointing a new Compliance Officer to ensure compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13.3 RETIRE BY ROTATION

Pursuant to the provisions of Section 152(6) of the Act and Article of Association of the Company, Ms. Sangita (DIN: 06957418) will retire by rotation at the forthcoming AGM. Ms. Sangita, being eligible, has offered herself for re-appointment. The Board of Directors, based on the recommendation of the NRC, recommends the re-appointment of Ms. Sangita for the approval of the Members at the forthcoming AGM.

13.4 WOMAN DIRECTOR

As per the provisions of Section 149 of the Companies Act, 2013, the Company shall have at least one-woman Director in the Board. Your Company has Mr. Sangita, as Woman Director on the Board, also the company has 3 (three) other women as the Independent Director on the Board of the Company.

13.5 DECLARATION BY INDEPENDENT DIRECTOR

The Company has received the Declaration of Independent from its Independent Directors i.e Ms. Priyanka Prajapati, Mr. Jeevan Singh Rana, Ms. Sonika Aggarwal, and Ms. Sangeeta Chauhan as on 31st March 2026. Independent Directors confirmed and submitted their declarations of independence, as required pursuant to provisions of section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (LODR) Regulations, 2015. The Board of Directors of the Company is of the view that Independent Directors fulfill the criteria of independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors has been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended thereof.

13.6 FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

In terms of Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. All new independent directors inducted into the Board attend an orientation program. Presentations are regularly made at the meetings of the Board and its various Committees on the relevant subjects. The details of programs for familiarization of Independent Directors can be accessed on the Companys website https://www.bclenterprisesltd.in/policies.

13.7 MEETINGS OF THE BOARD OF DIRECTORS

The meetings of the Board of Directors ("Board”) are held regularly to review, discuss and decide on various business, strategies, risk management, audit and assurances, governance policies, financial matters and other matters as proposed by the Chairman or Member(s) of the Board from time to time.

During the year under review, 14 (Fourteen) Board Meetings, were convened and held, the details of the meetings of the Board is as follows:

28.05.2025	13-08-2025	08-09-2025	13.10.2025
13.11.2025	14.11.2025	27.11.2025	05.12.2025
11.12.2025	02.01.2026	31.01.2026	11.02.2026
21.02.2026	21.03.2026

The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e. the maximum interval between any two Board meetings did not exceed 120 days.

13.8 MEETING OF INDEPENDENT DIRECTORS

Meeting of Independent Directors of the company was held on 13th November 2025.

14. COMMITTEES OF THE BOARD OF DIRECTORS

a) AUDIT COMMITTEE:

The Board had duly constituted the Audit Committee, in compliance with the provisions of Section 177 of the Companies Act, 2013, read with the Rules framed thereunder and Regulation 18 of the SEBI (LODR) Regulation, 2015, the primary objective of the audit committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurately and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The composition of Audit Committee of the Company as on 31st March 2026 is as follows:

S. No.	Name of Member	Category	Designation
1.	Mr. Jeevan Rana	Chairperson	Non-Executive & Independent Director
2.	Ms. Priyanka Prajapati	Member	Non-Executive & Independent Director
3.	Mr. Om Prakash Sambharia	Member	Executive Director

The Audit Committee was reconstituted on 13th November 2025 upon the unfortunate demise of Mr. Umesh Kumar Bajaj. During the Financial Year 2025-26, the Audit Committee convened 12 (Twelve) Meetings, which were held on 28th May 2025, 13th August 2025, 08th September 2025, 13th November 2025, 14th November 2025, 27th November 2025, 05th December 2025, 11th December 2025, 02nd January 2026, 31st January 2026, 11th February 2026, 21st March 2026.

The Board has accepted all the recommendations proposed by audit committee during the Financial Year.

b) NOMINATION AND REMUNERATION COMMITTEE:

The Board had duly constituted the Nomination and Remuneration Committee, in compliance with provisions of 178(1) of the Companies Act, 2013, read with the Rules framed thereunder and Regulation 19 of the SEBI (LODR) Regulation, 2015 the purpose of the committee is to screen and review individuals qualified to serve as executive directors, non-executive directors and independent directors and to review their remuneration, consistent with criteria approved by the Board, and to recommend, for approval by the Board of the Board.

The composition of Nomination and Remuneration Committee of the Company as on 31st March 2026 is as follows:

S. No.	Name of Member	Category	Designation
1.	Ms. Priyanka Prajapati	Chairperson	Non-Executive & Independent Director
2.	Ms. Sangita	Member	Non-Executive & Non- Independent Director
3.	Mr. Jeevan Singh Rana	Member	Non-Executive & Independent Director

The Nomination & Remuneration Committee was reconstituted on 13th November 2025 upon the unfortunate demise of Mr. Umesh Kumar Bajaj. During the Financial Year 2025-26, Nomination & Remuneration Committee convened 5 (Five) meetings, which were held on 08th September 2025, 13th November 2025, 05th December 2025, 11th February 2026, 21st March 2026.

c) SHAREHOLDERS RELATIONSHIP COMMITTEE:

Shareholders Relationship Committee was duly constituted as per the compliance of provisions 178(5) of the Companies Act, 2013, read with the Rules framed thereunder and Regulation 20 of the SEBI (LODR) Regulation, 2015 the purpose of the committee is to assist the Board and the Company in maintaining healthy relationships with all stakeholders.

The composition of Shareholders Grievance Committee of the Company as on 31st March 2026 is as follows:

S. No.	Name of Member	Category	Designation
1.	Ms. Priyanka Prajapati	Chairperson	Non-Executive & Independent Director
2.	Mr. Mahendra Kumar Sharda	Member	Managing Director
3.	Mr. Jeevan Singh Rana	Member	Non-Executive & Independent Director

The Shareholders Relationship Committee was reconstituted on 13th November 2025 upon the unfortunate demise of Mr. Umesh Kumar Bajaj. During the Financial Year 2025-26, Shareholders Relationship Committee convened 2 (Two) meetings, which were held on 13th November 2025, 02nd January 2026.

d) RISK MANGEMENT COMMITTEE:

The Risk Management Committee has been constituted in accordance with the RBI Circular DOR.CRE.REC. No.60/03.10.001/2021-22 dated October 22, 2021 and provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015.

The Committee assists the Board in overseeing the Companys risk management framework and is responsible for formulating,

implementing and monitoring the risk management policy and reviewing the effectiveness of the risk management systems and processes.

The composition of Risk Management Committee of the Company as on 31st March 2026 is as follows:

S. No.	Name of Member	Category	Designation
1.	Mr. Mahendra Kumar Sharda	Chairperson	Managing Director
2.	Ms. Priyanka Prajapati	Member	Non-Executive & Independent Director
3.	Mr. Om Prakash Sambharia	Member	Executive Director

The Risk Management Committee was reconstituted on 13th November 2025. During the Financial Year 2025-26, Risk Management Committee convened 2 (Two) meetings, which were held on 16th May 2025, 13th November 2025.

e) INTERNAL COMPLAINTS COMMITTEE:

The Board of Directors has constituted an Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to provide a safe and secure working environment free from sexual harassment. The Internal Committee is responsible for addressing complaints relating to sexual harassment at the workplace and ensuring compliance with the provisions of the POSH Act.

The composition of Internal Complaints Committee of the Company as on 31st March 2026 is as follows:

S. No.	Name of Member	Category	Designation
1.	Ms. Priyanka Prajapati	Chairperson	Non-Executive & Independent Director
2.	Ms. Sangita	Member	Non-Executive & Non- Independent Director
3.	Mr. Om Prakash Sambharia	Member	Executive Director

The Shareholders Relationship Committee was reconstituted on 13th November 2025 upon the unfortunate demise of Mr. Umesh Kumar Bajaj. During the Financial Year 2025-26, Shareholders Relationship Committee convened 2 (Two) meetings, which were held on 13th November 2025, 02nd January 2026.

15. BOARD EVALUATION

The Board places significant emphasis on robust governance practices through regular and structured evaluation of its performance and effectiveness. SEBI (LODR) Regulation, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of Director on various parameters such as:

A. Board dynamics and relationship

B. Information flows

C. Decision-making

D. Relationship with stakeholders

E. Company performance and strategy

F. Tracking Board and committees effectiveness

G. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Shareholders Grievance Committee and Internal Complaints Committee. In respect of the above mentioned Evaluation framework, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its Committees, execution and performance of specific roles, duties, obligations and governance. The performance evaluation of Committees, Executive Directors, Non- Executive Directors and Independent Directors was completed. The Performance evaluation of the Chairman, Non-Executive Directors & Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process carried out and their own performance evaluation too known as “Self-Assessment”.

16. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1. in the preparation of annual financial statements for the Financial Year ended 31st March, 2026 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. 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 Companies as at 31st March, 2026 and of the profit/loss of the Company for the period ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual financial statements on a going concern basis;

5. the Directors have laid down proper internal financial controls to be followed by the company and such internal financial control were adequate and were operating effectively; and

6. the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

17. AUDITOR & AUDITORS REPORT

a. STATUTORY AUDITORS AND AUDIT REPORT

At the 35th Annual General Meeting (“AGM”) of the Company held on December 30, 2020, M/s. Krishan Rakesh & Co., Chartered Accountants (Firm Registration No. 009088N), were appointed as the Statutory Auditors of the Company for a term of five consecutive years, to hold office until the conclusion of the 40th AGM. Accordingly, their term concluded at the 40th AGM held on September 30, 2025.

Pursuant to the expiry of the aforesaid term, on the recommendation of Audit Committee, the Board of Directors, at its meeting held on September 8, 2025, recommended the appointment of M/s. Sandeep Kumar Singh & Co., Chartered Accountants (Firm Registration No. 355281E), as the Statutory Auditors of the Company for a period of five consecutive years, commencing from the conclusion of the 40th AGM until the conclusion of the 45th AGM, and the shareholders of the company approved the said appointment in the 40th AGM held on September 30, 2025.

During their tenure, M/s. Sandeep Kumar Singh & Co., Chartered Accountants, conducted the limited review of the Companys unaudited financial results for the 2nd quarter and half-year ended September 30, 2025, and for the 3rd quarter and nine months ended December 31, 2025, and issued the respective Limited Review Reports. Subsequently, they tendered their resignation as Statutory Auditors on February 11, 2026, due to pre-occupation with other professional commitments, thereby creating a casual vacancy in the office of the Statutory Auditors. To fill the aforesaid casual vacancy, On the recommendation of Audit Committee, the Board of Directors, at its meeting held on February 11, 2026, proposed the appointment of M/s. G H R & Co., Chartered Accountants (Firm Registration No. 132149W), as the Statutory Auditors of the Company to hold office from the conclusion of ensuing Extraordinary General Meeting (“EGM”) until the conclusion of the AGM to be held in the financial year (“FY”) 2026-27. The appointment was approved by the shareholders at the 2nd EGM of the Company for the FY 2025-26 held on March 19, 2026 and M/s. G H R & Co., Chartered Accountants, appointed as the Statutory Auditor of the Company for the FY 2025-26.

The Audit Report issued by M/s. G H R & Co., Chartered Accountants, on the Standalone Financial Statements of the Company for the financial year ended March 31,2026, does not contain any qualification, reservation, adverse remark, or disclaimer. The notes forming part of the financial statements referred to in the Auditors Report are self- explanatory and, therefore, do not call for any further comments by the Board. Further, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013.

The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Companies Act, 2013, and the Code of Ethics issued by the Institute of Chartered Accountants of India. They have further confirmed that they are eligible to continue as Statutory Auditors of the Company and are not disqualified from holding such office under the applicable provisions of the Companies Act, 2013.

b. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors at its meeting held on September 08, 2025, proposed the appointment of M/s. Grover Ahuja & Associates Company Secretaries LLP (Formerly Known as Grover Ahuja & Associates, Company Secretaries) (Firm Registration Number: 2528/2022) as the Secretarial Auditor of the Company for a period of five years, from the conclusion of the 40th Annual General Meeting until the conclusion of the 45th Annual General Meeting of the Company. Accordingly the Secretarial auditor had conducted the audit and the report as provided by M/s. Grover Ahuja & Associates Company Secretaries LLP is also annexed to this Report, in the prescribed Form MR-3.

c. DISCLOSURE ABOUT COST AUDIT AND MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the applicable rules the Cost Audit is not applicable to the Company for the FY 2025-26.

d. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. Ghanshyam Gupta & Co., Chartered Accountants, as the Internal Auditor of the Company for the FY 2025-26. However, the firm tendered its resignation vide letter dated February 10, 2026, due to work overload and time constraints.

The Board of Directors, at its meeting held on February 11, 2026, took note of the resignation and placed on record its appreciation for the valuable professional services rendered by M/s. Ghanshyam Gupta & Co. during their tenure as the Internal Auditor of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors approved the appointment of M/s. U. Shanker & Associates, Chartered Accountants (Firm Registration No. 014497N), as the Internal Auditor of the Company to conduct the internal audit for the FY 2025-26.

REPORTING OF FRAUD BY AUDITORS

During the financial year, the Statutory Auditors, Secretarial Auditor and Internal Auditors have not reported any instance of fraud in respect of the Company, by its officers or employees under Section 143(12) of the Act.

18. INTERNAL FINANCIAL CONTROLS

The Company had implemented an adequate internal financial control framework aligned with the size and nature of its business. The internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and timeliness of financial reporting, and compliance with applicable laws and regulations. The framework is supported by an internal audit process that periodically reviews the adequacy and effectiveness of the Companys internal controls, systems, processes and compliance procedures.

The Board is of the opinion that the Companys internal financial controls are adequate and operating effectively. The Audit Committee periodically reviews the internal audit findings and monitors the implementation of corrective actions, wherever required.

19. RISK MANAGEMENT

The Company has established a robust risk management framework to identify, assess, monitor and mitigate risks that may impact its business, operations and strategic objectives. The Risk Management Committee, under the overall supervision of the Board of Directors, periodically reviews the Companys risk profile and the effectiveness of the risk mitigation measures. Senior management, in consultation with the respective process owners, continuously evaluates key risks and implements appropriate mitigation strategies.

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has adopted a Risk Management Policy, duly approved by the Board, which provides a structured approach for managing risks across the organization. The Policy facilitates timely identification, evaluation and mitigation of risks and integrates risk management into the Companys decision-making process.

The Risk Management Policy will be available on the website of the company and the same can be accessed by clicking on following link: https://www.bclenterprisesltd.in/annual-returns. The Management Discussion and Analysis Report, forming part of this Annual Report, contains a detailed discussion on the key business risks and the measures adopted to address them. During the year under review, the Board did not identify any risk that, in its opinion, would threaten the existence of the Company.

20. VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company in accordance with the provisions of Section 177 (9) of the Act has established a robust Vigil Mechanism Policy for Directors and employees to report genuine concerns to the management viz, instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and assist the Audit Committee. The Directors and employees are encouraged to come forward and express his/her concern(s) without fear of punishment or unfair treatment.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website https://www.bclenterprisesltd.in/policies.

21. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“UPSI”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. The trading window is closed during the prescribed periods, and the Codes are available on the website of the Company.

The Company also maintains a Structured Digital Database in compliance with Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, to record the sharing of UPSI for legitimate purposes in accordance with the applicable regulatory requirements.

22. SECRETARIAL STANDARDS OF ICSI

Your Company has devised proper systems and processes for complying with the requirements of applicable Secretarial Standard on Meetings of Board (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

23. HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused peoples attention are currently underway. Your Company thrust is on promoting of talent internally through job rotation and job enlargement.

24. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration and other details is being annexed to this report as "Annexure 11".

During the period under review, No Directors/employees of the Company was in receipt of amount exceeding a salary of Rs. 8,50,000/- per month or more when employed for a part of the financial year and Rs. 1,02,00,000/- per annum or more when employed for whole of the year, under the provision of Rule 5 (2) & (3) of the Companies (Appointment And Remuneration) Rules, 2014, as amended from time to time.

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

The Company continues to follow a robust anti-sexual harassment Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace (POSH) in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. The Company has set-up an Internal Committee for redressal of complaints relating to sexual harassment.

The Company regularly conducts POSH awareness programmes, using diverse training methodologies including e-learning, in-person and virtual sessions. All employees (permanent, contractual and trainees) including those of subsidiaries are covered under this Policy.

The Board confirms that no complaints/ cases has been filed / pending with the Company under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the FY 2025-26. Further details are as follows.

A Number of complaints of Sexual Harassment received in the Year	0
B Number of Complaints disposed off during the year	0
C Number of cases pending for more than ninety days	0

26. MATERNITY BENEFIT COMPLIANCES

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees.

All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

27. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (LODR) Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not be mandatory, for the time being, in respect of the following class of companies:

A. The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;

B. The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Companys paid-up share capital exceeded the prescribed threshold limits therefore, Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are applicable on the Company.

The Company has been regularly submitting the quarterly corporate governance compliance report to the stock exchanges as required under regulation 27(2) of the SEBI (LODR) Regulations, 2015. The Corporate Governance Report of the company has been annexed to this Report.

28. ANNUAL RETURN

Pursuant to the provisions of Section 92 and 134 of the Companies Act, 2013 read with the applicable Rules, the Annual Return of the Company for Financial Year ended March 31, 2026 will be available on the website of the company and the same can be accessed by clicking on following link: https://www.bclenterprisesltd.in/annual-returns.

29. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis for the year ended 31st March 2026 as required under Regulation 34 of the SEBI (LODR) Regulations, 2015 and is annexed to this Annual Report.

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

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, are not applicable to the Company. However, the Company remains committed towards conservation of energy, protection of environment and ensuring safety. Further, during the year under review, the Company had no earnings and expenditure in foreign exchange.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure and the provisions of Section 135 and schedule VII of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

32. UNSECURED LOAN FROM DIRECTORS

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

33. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (LODR) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company viz. http://www. bclenterprisesltd.in/

The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance.

The Key Policies are as follows:

Name of the Policy	Brief Description
Vigil Mechanism/ Whistle Blower Policy	This policy has been established with a view to provide a tool to Directors and Employees of the Company to report to Management genuine concerns including unethical behavior, actual or suspected fraud or violation of the code or the policy. The Policy also provides for adequate safeguards against victimization of Director(s)/ Employee(s) who avail of the mechanism and also provides for direct access to the chairman of the Audit Committee in exceptional cases.
Remuneration Policy	The Board has on the recommendation of Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.
Policy for determining materiality of event or Information	The Objective of this policy is to outline the guidelines to be followed by the Company for consistent, transparent and timely public disclosures of material information events/ information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
Policy of Preservation of Records	This policy sets the Standards for classifying, managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for Subsequent archival of such records.
KYC and AML Policies	This policy is made to prevent criminal elements from using Company for money laundering activities and to enable the Company to know/ understand its customers and their financial dealings better which, in turn, would help the Company to manage risks prudently.
Terms And Conditions for Appointment of Independent Director	This has prescribed the code of conduct terms and conditions of appointment of the Independent Directors, which are subject to the extant provisions of the applicable laws, including the Companies Act, 2013 (“2013 Act”)and Clause 49 of the Listing Agreement (as amended from time to time).
Fair Practice Code	This Code prescribes the guidelines to cover the general principles on adequate disclosures on the terms and conditions of a loan and adopting a non- coercive recovery method.
Policy For Determining Material Subsidiaries	The Board has adopted a policy for determining material subsidiaries.

The Key Policies are as follows:

Name of the Policy	Brief Description
Insider Trading Prohibition Code Pursuant To SEBI(PIT) Regulations, 2015	This Code has been formulated to regulate, monitor and report trading by the Designated Persons to comply with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Code is prescribed to ensure that the Designated Persons do not trade in the Securities of the Company when in possession of UPSI, and to prevent any speculative dealings, knowingly or unknowingly, by the Designated Persons. The Policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018, incorporating "legitimate purpose” in connection with sharing of UPSI.
Policy On Related Party Transaction(S) Remuneration Policy	In compliance with the SEBI (LODR) Regulations, 2015, the Company has the policy for transactions with Related Parties (RPT Policy). During the year, the Company has revised its Policy on dealing with Materiality of Related Party Transactions, in accordance with the amendments to the applicable provisions of the SEBI (LODR) Regulations, 2015. The RPT Policy is available on the Company website.
Policy On Familiarization of Independent Directors	This policy has been formulated to familiarize the independent directors with the Company, the functions of the Company and specify their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various Programs.
Policy on orderly succession for appointments to the Board and Senior Management	In Compliance with the provisions of Regulation 17(4) of the SEBI (LODR) Regulations, 2015, this policy has been formulated to ensure the orderly identification and selection of new Directors or Senior Management in the event of any vacancy, whether such vacancy exists by reason of an anticipated retirement, an unanticipated departure, the expansion of the size of the Company, or otherwise.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, the Company has not received any significant orders/ material orders passed by any of Regulators/ Courts/ Tribunals impacting the going concern status of the Company and its operations in future except:

During the year under review, the Company, in its capacity as a Financial Creditor, had filed an application before the Honble National Company Law Tribunal, New Delhi Bench (“Honble NCLT”), seeking the liquidation of M/s KLM Holdings Private Limited (Corporate Debtor) under the provisions of the Insolvency and Bankruptcy Code, 2016. Pursuant thereto, the Honble NCLT, vide its Order dated 12 June 2025, admitted the application and directed the commencement of the liquidation process of the Corporate Debtor in accordance with the applicable provisions of the Insolvency and Bankruptcy Code, 2016.

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except for the cessation of Mr. Shyam Lal as Company Secretary & Compliance Officer of the Company with effect from July 16, 2026, there have been no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Annual Report.

36. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

37. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from banks and Financial Institutions.

38. RBI GUIDELINES AND REGULATORY COMPLIANCE

During the year under review, the Company continues to being the Non- Banking Financial Company (“NBFC”) and complied with the applicable provisions of the Reserve Bank of India Act, 1934, RBI Master Directions, and other applicable circulars, guidelines and regulatory instructions issued by the RBI from time to time.

The Company remains committed to maintaining compliance with the applicable prudential norms, regulatory requirements and disclosure obligations prescribed by the RBI. The Board of Directors and the Management continue to uphold high standards of governance, transparency and regulatory discipline, ensuring responsible operations as a well-regulated NBFC.

39. WEBSITE

Company maintains a website https://bclenterprisesltd.in/ where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 have been provided.

40. OTHER INFORMATION

During the year under review:

a. The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.

b. The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

c. The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

d. There has been no change in nature of business of the Company.

e. The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

f. The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

41. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors would like to express their grateful appreciation for assistance and cooperation received from the Banks, Government Authorities, Customers, Vendors and Members who continued to extend their valuable support during the year under review and to the esteemed investors for showing their confidence and faith in the management of the Company.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, staff and workers of the Company at all levels. It will be the Companys endeavour to nurture these relationships in strengthening the business sustainability.

For and on behalf of Board of Directors of
BCL Enterprises Limited
Sd/-	Sd/-
Mahendra Kumar Sharda	Om Prakash Sambharia
(Managing Director)	(Director)
DIN:00053042	DIN:10088564
Place: New Delhi
Date: 01.09.2026