BF Investment Ltd Directors Report

FOR THE YEAR ENDED MARCH 31, 2024 To,

The Members,

Your Directors have pleasure in presenting their 15^th Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended March 31, 2024.

1. FINANCIAL PERFORMANCE :

(Rs. in Million)

Particulars	Year ended March 31, 2024 (Standalone)	Year ended March 31, 2023 (Standalone)	Year ended March 31, 2024 (Consolidated)	Year ended March 31, 2023 (Consolidated )
Total Income	1,181.59	945.50	428.56	312.12
Total Expenditure	67.89	62.12	67.89	62.12
Exceptional items	-	-	-	-
Profit before taxation	1,113.70	883.38	5788.42*	3,438.13*
Tax Expenses	276.63	203.26	1450.99	845.12
Profit after Tax	837.07	680.12	4337.43*	2,593.01*
Balance of Profit/(Loss) from previous year	4765.02	4,220.92	18319.12	15,866.59
Balance available for appropriation Appropriations :	5602.07	4,901.04	22656.55	18,459.60
Transfer to Reserve Fund in terms of Section 45-IC of the Reserve Bank of India Act, 1934	(167.41)	(136.02)	(167.41)	(136.02)
Balance carried to Balance Sheet	5434.66	4,765.02	22480.46	18,319.12

*includes share in profits of associates and joint ventures

2. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2024 stood at Rs.188.34 Millions. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

3. DIVIDEND & RESERVES :

Your Directors do not recommend any dividend on the equity shares for the year ended March 31, 2024. Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS

The main object of the Company is to make strategic investments in the Kalyani Group Companies. The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

The Directors confirm that the Investments have been made with the intent to hold for long term and are not held for sale.

The Company endeavours to evaluate opportunities and invest considering the macro economic conditions. The report on management discussion and analysis forms part of Annual Report.

KEY FINANCIAL RATIOS

Details of changes in key financial ratios including significant changes i.e. change of 25% or more as compared to the immediately previous financial year along with detailed explanations:

Particulars	FY 2023-24	FY 2022-23	Explanation for significant change
Debtor Turnover	N.A.	N.A.	NA
Inventory Turnover	N.A.	N.A.	NA
Interest Coverage Ratio	NIL	NIL	NA
Debt Equity Ratio	NIL	NIL	NA
Operating Profit Margin (%)	94.25%	93.43%	NA
Net profit Margin (%)	70.84%	71.93%	NA

Details of any change in Return on Net Worth as compared to the immediately previous financial year:

Particulars	Standalone	Consolidated
	2023-24	2022-23	2023-24	2022-23
Return on Net Worth (%)	11.59%	10.66%	17.87%	13.00%

Return on net worth is computed as net profit by average net worth. The details for change, if any, in return on net worth are explained in relevant sections above.

CONCERNS AND THREATS

• Fluctuations in the securities market and global economic scenario, may pose a risk of devaluation of the investments made by the Company.

• Main source of income for the Company is dividend from the Kalyani Group Companies.

• The risks and concerns associated with the businesses / operations of these investee companies, which may impact the performance of these companies, could result in variation in dividends declared by these companies.

• Non recovery of principal of the amounts lent and interest thereon.

COMPANY PERFORMANCE

During the Financial Year under review, on a standalone basis, your Company earned total income of Rs. 1181.59 Millions (previous years Rs. 945.50 Millions). The net profit after tax is Rs. 837.07 Millions (previous years Rs. 680.12 Millions).

During the Financial Year under review, on a consolidated basis, your Company earned total income of Rs. 428.56 Millions (previous years Rs. 312.12 Millions). The net profit after tax is Rs. 4337.43* Millions (previous years Rs. 2,593.01* Millions).

*including share in profits of associates and joint ventures.

BUSINESS OVERVIEW AND OPERATIONS OF THE COMPANY

The main operations of the Company are that of investments and majority of the investments of the Company are in the nature of strategic investments in Kalyani Group Companies. The Investments have been made with a view to hold for long term and are not held for trade. The investment pattern of the Company also complies with the requirement for the Company continuing to qualify as a Non Deposit taking Core Investment Company. The main source of income for the Company is in the form of dividends as declared by these companies. The business prospects of the Company depend upon the business prospects of the underlying companies in which your Company holds investments.

FINANCE AND CREDIT RATING

During the year under review, the liquidity and cash positions were monitored with reinforced focus. Earnings from the cash surplus investments, comprising bank fixed deposits during the year saw an increase due to the increase in the market interest rates. Nevertheless, utmost importance was given to ensure the safety and liquidity of surplus cash.

Your Company has not done any Credit Rating.

HUMAN RESOURCES

As on March 31, 2024, the Company had 2 Key Managerial Personnels i.e. CEO /CFO & Company Secretary, one on deputation and one on roll.

PROSPECTS FOR THE CURRENT YEAR

The Indian economy has seen a sharp recovery in FY 2022-23 post COVID-19 pandemic. This resulted in substantial increase in dividend income and value of Investments held during the FY 2023-24.

5. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report initiatives taken from an environmental, social and governance perspective in the prescribed format annexed as "Annexure VII" to this report. The same is also available on the Companys website at https:// www.bfilpune.com/annual-report.html

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency and accuracy in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internal audit is conducted by an Independent Chartered Accountant. The Audit Committee of the Board reviews the Internal Audit process and the adequacy and effectiveness of internal audit and controls periodically.

7. SAFETY, HEALTH AND ENVIRONMENT

The Company ensures safety of all its employees working at different places.

8. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

9. SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATES

The Company does not have any subsidiary company as on March 31, 2024. The information of joint ventures and associates is given in the annual accounts for the year ended March 31, 2024 enclosed and forming part of the Annual Report. As on March 31, 2024, the Company had 6 Associates and 2 joint ventures. There has been no material change in the nature of the business of the Joint Ventures and Associates.

The Companys Policy on determining material subsidiaries, as approved by the Board, is uploaded on the Companys website at https://www.bfilpune.com/pdf/Policies%20and%20Terms/

Policv%20on%20Material%20Subsidiarv%2001042019.pdf

A report on the financial position of each of the Associates and joint ventures as per the Act is provided in Form No. AOC-1 attached hereto as "Annexure V" and also given in the Financial Statements

10. PARTICULARS OF INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014, as amended ,has been provided in Annexure III.

11. NUMBER OF MEETINGS OF THE BOARD

During the year under review, five Board Meetings were convened and held. The details of which are given in the Corporate Governance Report which forms a part of this Integrated Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, in respect of Directors Responsibility Statement, your Directors to the best of their knowledge and ability state that:

a) in the preparation of the Annual Financial Statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. COMPANYS POLICY ON DIRECTORS AND KMPS APPOINTMENT AND REMUNERATION

Directors appointment and remuneration is done as per the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Policy is available on the website of the Company viz. https://www.bfilpune.com/pdf/Policies%20and%20Terms/ Nomination%20Remuneration%20Policv.pdf

14. ACCOUNTS AND AUDIT

a. Statutory Auditors and Audit Report

At the fourteenth Annual General Meeting held on 26^th September, 2023 M/s P. G. Bhagwat LLP, Chartered Accountants (Firm Registration No.101118W/W100682), were re- appointed as Statutory Auditors of the Company to hold office till the conclusion of 19^th Annual General Meeting. The Audit report of P. G. Bhagwat LLP on the Financial Statements of the Company for the Financial Year 2023-24 is a part of the Annual Report.

b. Secretarial Auditor and Secretarial Standards

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates, Practicing Company Secretaries, Pune, to undertake the Secretarial Audit of the Company for the year 2023- 24. The Report of the Secretarial Audit is annexed herewith as Annexure IV to this Report.

Further, as required under Section 204 of the Act and rules thereunder, the Board has appointed M/s. SVD & Associates, Practicing Company Secretaries, Pune, to conduct Secretarial Audit for the financial year 2024- 25.

During the year under review, the Company has complied with Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013, to the extent applicable.

c. Cost auditors

The maintenance of cost records and Cost Audit Rules are not applicable to the Company.

d. Reporting of Fraud by auditors

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act.

15. EXPLANATION ON COMMENTS ON STATUTORY AUDITORS AND SECRETARIAL AUDITORS REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s P. G. Bhagwat LLP, Statutory Auditors, in their Audit Report and by M/s. SVD & Associates, Practicing Company Secretaries, in their Secretarial Audit Report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has not made any fresh investments. The closing balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Note No. 06 pertaining to Schedule of Investments in the Financial Statements. The details of loans and guarantees, if any, are given in the financial statements of 2023-24.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The Company has formulated a Policy on Related Party Transactions which is available on the Companys website at https://www.bfilpune.com/pdf/Policies%20and%20Terms/Related%20Party%20Transaction%20Policy.pdf

All related party transactions entered into during FY 2023-24 were on arms length basis and in the ordinary course of business. No material related party transactions were entered into during the year under review by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 (the Act) in Form No. AOC-2 is not applicable to the Company for FY 2023-24 and hence the same is not provided.

All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. The related party transactions entered into pursuant to the omnibus approval so granted are also reviewed by the internal audit team on a half-yearly basis. The details of the transactions with related parties are provided in the accompanying Financial Statements.

18. STATE OF COMPANYS AFFAIRS

Discussion on state of Companys affairs has been covered in the Management Discussion and Analysis.

19. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have been 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, except as disclosed elsewhere in this report.

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

A. Conservation of Energy and Technology Absorption

The Company has no particulars to report regarding conservation of energy, technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, read with Rules thereunder.

B. Foreign exchange earnings and outgo

Sr. No. Particulars	Amount in $
i Foreign Exchange earned in terms of actual inflows during the year	Nil
ii Foreign Exchange outgo during the year in terms of actual outflows	Nil

21. DIVIDEND DISTRIBUTION POLICY:

In term of Regulations 43A of SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which can be accessed on the website of the Company at https://www.bfilpune.com/ pdf/Policies%20and%20Terms/Dividend%20Distribution%20Policv%20BFIL%2011112022.pdf

22. RISK MANAGEMENT POLICY

Risk Management at BF Investment Ltd. forms an integral part of Management focus.

The Risk Management Committee oversees the risk management process in the Company. The RMC is chaired by an Independent Director and the Chairperson of the Audit Committee is also a member of the RMC.

Some of the risks identified are set out in the Management Discussion and Analysis and this report which forms part of this Directors Report.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (CSR) activities of the Company are governed through the Corporate Social Responsibility Policy (CSR Policy) approved by the Board. The CSR Policy guides in designing CSR activities for improving quality of life of society and conserving the environment and biodiversity in a sustainable manner. The CSR Committee of the Board oversees the implementation of CSR Projects in line with the Companys CSR Policy. The CSR Policy is available on Companys website https://www.bfilpune.com/pdf/ Policies%20and%20Terms/CSR%20Policy.pdf

The Annual Report on CSR activities for FY 2023-24 is enclosed as Annexure I to this Report.

24. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The information is given at the relevant places in the Financial Statements.

25. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

26. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL Directors/KMPs appointed/resigned during the year

Name of Director	Designation	Term of appointment/date of cessation
Mr. A B Kalyani	Non Independent Director	Appointed in Annual General Meeting held on September 26, 2023, liable to retire by rotation.
Mr. S G Joglekar	Independent Director	Re-appointed in Annual General Meeting held on September 26, 2023
Mr. Satish Kshirsagar	Company Secretary and Compliance Officer	Ceased to be Company Secretary and Compliance Officer w.e.f July 31, 2023
Mrs. Gayatri Pendse Karandikar	Company Secretary and Compliance Officer	Appointed as Company Secretary and Compliance Officer w.e.f August 01, 2023
Mr. B B Hattarki	Independent Director	Ceassed to be Independent Director w.e.f March 31, 2024 close of business hours

None of the directors of the Company resigned during the year.

Material Changes in the Board structure which have occurred between the end of the financial year of the Company to which the financial statements pertains and the date of the report

Mr. J G Patwardhan super annuated as Chief Executive Officer and Chief Financial officer, Key Managerial Personnel after completing the tenure of contract w.e.f end of business hours on April 30, 2024.

Mr. Viraj Kulkarni appointed as Non-Executive Independent Director on the Board for a term of five consecutive years w.e.f April 30, 2024 to April 29, 2029.

Mr. Akshay Jagtap appointed as Chief Executive Officer and Chief Financial officer, Key Managerial Personnel of the Company w.e.f May 15, 2024.

Employees designated as Key Managerial Personnel (KMP) during the year • Mrs. Gayatri Pendse Karandikar (Company Secretary)

Independent Directors

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations , that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the Integrity, expertise and experience of all Independent Directors on the Board.

Procedure for Nomination and Appointment of Directors.

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-s-vis the required competencies and meeting the potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position including expert knowledge expected is communicated to the appointee.

The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company are identified by the Board and are available with the Board. The Company has also mapped each of the skills, expertise and competencies against the names of the Board Members possessing the same. The same is disclosed in the Corporate Governance Report forming part of this Integrated Annual Report.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The relevant information has been given in Annexure II which forms part of this Report. The Policy on Nomination & Remuneration Policy is available on the website of the Company https://www.bfilpune.com/pdf/ Policies%20and%20Terms/Nomination%20Remuneration%20Policv.pdf

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of its Committees and individual Directors for the year pursuant to the provisions of the Act and the SEBI Listing Regulations.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as structure and composition of Committees, effectiveness of Committee Meetings, etc.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the NRC had one-on-one meetings with each Non-Executive, Non-Independent Directors.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole including the Chairman of the Board. The NRC reviewed the performance of the Board, its Committees and of the Individual Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and the NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

The Company follows a practice of addressing each of the observations and suggestions by drawing up an action plan and monitoring its implementation through the Action Taken Report which is reviewed by the Board of Directors from time to time.

Directors proposed to be appointed / re-appointed at the ensuing Annual General Meeting

1) Appointment of Mr. B S Mitkari (DIN: 03632549) who retires by rotation, at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief resumes and other details relating to Directors who are proposed to be re-appointed, as required to be disclosed under Regulations 2015, form part of the Notes and Statement setting out material facts annexed to the Notice of the Annual General Meeting.

27. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES

OR ASSOCIATE COMPANIES DURING THE YEAR

There were no new companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

28. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.

There are no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the financial year, nor has the Company done any one time settlement with any Bank or Financial Institutions.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks and balances, policies and procedures. This includes code of conduct, whistle blower policy, MIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internal controls on a regular basis. The internal audit is conducted by an Independent Chartered Accountant.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain, their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

31. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The Company is not required to comply with the provisions of Section 148 (1) of the Companies Act, 2013 with respect to maintenance of cost records.

32. COMPOSITION OF BOARD AND AUDIT COMMITTEE

The composition of the Board and Audit Committee has been mentioned in the Corporate Governance Report forming part of Annual Report.

33. COMPOSITION OF CSR COMMITTEE

The CSR Committee comprised 3 Members out of which 1 is independent Director. During the year under review, two meetings of the CSR Committee were held, details of which are provided in the Corporate Governance Report. The CSR Policy is available on the website of the Company at https://www.bfilpune.com/pdf/ Policies%20and%20Terms/CSR%20Policv.pdf

During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board.

The details of amount spent/unspent, if any on CSR activities during the FY 2023-24 has been given in Annual report of CSR annexed to this report.

34. WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The aforesaid policy has also been uploaded on the Companys website https://www.bfilpune.com/pdf/Policies%20and%20Terms/Whisle%20Blower%20Policy.pdf

35. CASH FLOW

A Cash Flow Statement for the year ended March 31, 2024 is attached to the Balance Sheet.

36. CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of this Annual Report. The Chief Executive Officer and the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with the Regulation 17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended March 31, 2024.

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No cases were pending at the beginning of the year and no complaint was pending at the end of the financial year. The Company has constituted Internal Complaints Committee under the POSH Act and during the year under review, no complaints were received by the Committee.

38. CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

The Company has received a certificate from M/s. SAW & Associates, Company Secretaries confirming that none of the Directors on the Board of the Company have been debarred or disqualified by MCA or SEBI or any such statutory authority from being appointed / continuing as Director and the same is appended as Annexure VI to the Directors Report.

39. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Companys website at https://www.bfilpune.com/annual-return.html

40. ACKNOWLEDGMENT

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year.

	For and on behalf of the Board of Directors
	M. U. Takale	A. B. Kalyani
	Director	Director
	DIN: 01291287	DIN:00089430
	Akshay Jagtap	Gayatri Pendse Karandikar
Place : Pune	CEO/CFO	Company Secretary
Date : May 30, 2024	PAN : APSPJ9288G	PAN : DEDPP4296B