BFL Asset Finvest Ltd Directors Report

TO,

THE MEMBERS,

BFL ASSET FINVEST LIMITED

The Board of Directors of the Company are pleased to present the 31 st (Thirty-First) Annual Report of your Company on the business, operations and state of affairs of the Company together with the Audited

Financial Statements and the Auditor Report for the Financial Year ended on March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The highlights of Company s financial performance for the Financial Year ended on March 31, 2026 as compared to the previous year are summarized below: (Amount in Lakh)

Particulars	March 31, 2026	March 31, 2025
Total Income	1861.04/-	2,141.98/-
Less: Total Expenditure	2420.89/-	1,976.78/-
Profit / (Loss) before Taxation	(559.85)/-	165.20/-
Tax expenses	(2.19)/-	41.58/-
Profit / (Loss) after Tax	(557.66)/-	123.62/-

2. PERFORMANCE REVIEW AND STATE OF COMPANY S AFFAIRS

The Company is primarily engaged in investment and trading in shares, securities, futures and options.

The total income for the F.Y. 2025-26 under review was Rs. 1861.04 /- Lakh as against Rs. 2,141.98 /- Lakh in the previous F.Y. 2024-25. The Profit/Loss before tax for the F.Y. 2025-26 is Rs. (559.85) Lakh as against Rs. 165.20 /- Lakh in the previous F.Y. 2024-25. The Profit/Loss after tax for FY 2025-26 is Rs. (557.66) Lakh as against Rs. 123.62/- Lakh in the previous F.Y. 2024-25.

The performance of the Company during the year was impacted by volatility in the capital markets and fluctuations in investment valuations. The business of investment and trading in shares and securities is inherently influenced by various external factors including market conditions, economic growth, interest rate movements, Government policies, geopolitical developments, investor sentiment and global economic trends.

Despite the challenging market environment, the Company continued to adopt a prudent and disciplined investment approach with a focus on preserving capital, managing risks and identifying long-term value creation opportunities. The management remains committed to strengthening the Companys investment portfolio, enhancing operational efficiencies and pursuing sustainable growth strategies.

Your Directors are confident that the Companys strong financial foundation, experienced management team and robust risk management practices will enable it to effectively navigate market uncertainties and capitalize on emerging opportunities in the future.

3. TRANSFER TO RESERVE FUND

The Reserves and Surplus of the Company as at March 31, 2026 stood at Rs. 22.12 Lakh as against Rs. 579.78 Lakh as at March 31, 2025. The decrease in reserves during the year was primarily attributable to the loss incurred by the Company during the Financial Year 2025-26.

Under Section 45-IC(1) of the Reserve Bank of India Act, 1934, the Non-Banking Financial Companies (NBFCs) maintains a reserve fund and transfer a sum of not less than 20% of its net profit every year to reserve fund before declaration of any dividend.

Since the Company has incurred a loss during the Financial Year 2025-26, no amount was required to be transferred to the Reserve Fund during the year under review.

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

4. DIVIDEND

The Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year 2025-26 in view of the loss incurred by the Company during the year. The Board believes that conserving the Companys financial resources is in the best interest of the Company and its stakeholders.

5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) & (6) of the Companies Act, 2013 ( the Act ) read with

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( IEPF Rules ), any dividends amount which remain unpaid or unclaimed for a continuous period of 7 (seven) years from the date of transfer to unclaimed dividend account are required to be transferred to the Investors Education and Protection Fund and all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company to the Investors education and protection Fund. There were no unclaimed/ unpaid dividend liable for transfer to the Investors Education and Protection Fund during the Financial Year 2025-26.

The company is required to appoint a Nodal Officer for the purpose of coordination with the Investor Education and Protection Fund Authority (IEPFA) and for verification of claims filed by shareholders seeking to reclaim their shares and/or dividend from the IEPF. The Company has appointed Mr. Mahendra Kumar Baid, Managing Director as the Nodal Officer of the Company.

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

The Company had filed an in-principle application with the Stock Exchange on February 14, 2025 for a proposed Rights Issue of equity shares. However, considering the time involved in the processing of the application and after evaluating the prevailing circumstances, the Rights Issue Committee of the Board of Directors, at its meeting held on August 07, 2025, approved the withdrawal of the said application. The withdrawal of the application does not have any material adverse impact on the operations or financial position of the Company. The Company may consider raising capital through a Rights Issue or any other permissible mode in the future, subject to market conditions, business requirements and regulatory approvals, as may be applicable. Further, there has been no change in the nature of the business of the company as compared to the immediately preceding Financial Year. There were no material changes and commitment that have occurred between the closure of the Financial Year 2025-26 till the date of this Report, which would affect the financial position of your Company.

7. CHANGES IN SHARE CAPITAL, IF ANY

During the financial year under review, there has been no change in the structure of share capital of the Company. Details as on March 31, 2026 are as follows:

AUTHORISED SHARE CAPITAL	ISSUED AND SUBSCRIBED EQUITY SHARE CAPITAL	PAID-UP EQUITY SHARE CAPITAL
Rs. 31,00,00,000/- divided into	Rs. 10,20,35,000/- divided into	Rs. 10,20,35,000/- divided into
3,10,00,000 equity shares of the	1,02,03,500 equity shares of the	1,02,03,500 equity shares of the
face value of Rs. 10/- each.	face value of Rs. 10/- each.	face value of Rs. 10/- each.

8. ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2026 in the Form MGT-7 in accordance with the provisions of Section 92 (3) read with Section 134 (3)(a) of the Act, and the Companies (Management and Administration) Rules, 2014 is hosted on the website of the Company and can be accessed at https://bflfin.com/wp-content/uploads/2026/07/5.-MGT-7-BFL.pdf .

9. ASSOCIATE COMPANIES, JOINT VENTURES AND SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate and Joint Venture as on March 31, 2026. Hence, the details of this clause are not applicable to the Company.

10. DIRECTORS/ KEY MANAGERIAL PERSONNEL / SENIOR MANAGEMENT

PERSONNEL/ APPOINTMENT/ RE-APPOINTMENT / CESSATION

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

BOARD OF DIRECTORS

A. Directors liable to retire by rotation:

In accordance with the provisions of Section 152(6) of the Act and the rules made there under and the Articles of Association of the Company, Mr. Mahendra Kumar Baid (DIN: 00009828) Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Brief details of Mr. Mahendra Kumar Baid, who is seeking reappointment, are given in the Notice of 31 st AGM.

Mr. Aditya Baid (DIN: 03100584) Non-Executive Director of the Company, retired by rotation and was reappointed in the 30 th Annual General Meeting held on Tuesday, September 09, 2025.

B. Re-appointment of Managing Director:

In accordance with the Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Act and rules made there under and the Articles of Association of the Company Mr. Mahendra Kumar Baid (DIN: 00009828) has been re-appointed as Managing Director of the Company at the 30 th Annual General Meeting held on Tuesday, September 09, 2025 for a period of 3 years with effect from July 28, 2026 to July 27, 2029.

AFTER THE END OF THE FINANCIAL YEAR 2025-26 TILL THE DATE OF THIS REPORT

A. Resignation of Non-Executive, Independent Director:

Mr. Amit Kumar Parashar (DIN: 07891761), Independent Director of the Company, resigned from the office of Independent Director of the Company due to pre-occupation in personal and other professional commitments w.e.f. the closure of business hours on August 07, 2026. Consequently, he ceased to be the Chairman of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Member of Risk Management Committee w.e.f. the closure of business hours on August 07, 2026.

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

B. Appointment and Re-Appointment of Non-Executive, Independent Director:

Mr. Mudit Singhi (DIN: 03171115) was appointed by the Board of Directors of the Company as an Additional Director (Non-Executive, Independent) at its meeting held on Friday, August 07, 2026 under Section 161 of the Companies Act, 2013 who shall hold office till the ensuing Annual General Meeting. The Board of Directors have recommended the appointment of Mr. Mudit Singhi (DIN: 03171115) as a Non-Executive Independent Director for seeking members approval at the ensuing Annual General Meeting for a period of 5 years from August 07, 2026 to August 06, 2031. Resolution for his appointment is being proposed at the 31 st Annual General Meeting.

Mr. Mudit Singhi (DIN: 03171115) holds a Masters Degree in Business Management from Pune and has over 15 years of rich experience in the field of finance. He possesses extensive expertise in financial management, corporate finance, business strategy, and financial planning. His vast professional experience and strategic insights are expected to contribute significantly to the growth and governance of the Company.

Detailed profile of Mr. Mudit Singhi (DIN: 03171115) pursuant to Regulation 36(3) of Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) and relevant provisions of Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India is furnished as Annexure-I to the notice calling 31 st Annual General Meeting of members of the Company.

Your Board of Directors believes that Mr. Mudit Singhi (DIN: 03171115) is having requisite integrity, expertise, specialized knowledge, experience, proficiency and his appointment on the Board will support in broadening the overall expertise of the Board and will bring wide experience.

CHANGES IN KEY MANAGERIAL PERSONNEL/ SENIOR MANAGEMENT PERSONNEL OF THE COMPANY

? During the Financial Year 2025-26

During the year under review, Ms. Neha Mangnani was appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from June 02, 2025. Consequently, she also became a part of the Senior Management Personnel of the Company from the said date.

? After the end of the Financial Year 2025-26 till the date of this report

Ms. Neha Mangnani, Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company, tendered her resignation due to personal reasons and was relieved from the services of the Company with effect from the close of business hours on June 30, 2026. Consequently, she ceased to be a Key Managerial Personnel and Senior Management Personnel of the Company from the said date.

Subsequent to her resignation, Ms. Darshika Khandelwal (ICSI Membership No. A72945) was appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from August 07, 2026. Consequently, she became a part of the Senior Management Personnel of the Company from the said date.

The Board places on record its appreciation for the valuable contributions made by Ms. Neha Mangnani during her tenure with the Company and wishes her success in her future endeavors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL/SENIOR MANAGEMENT PERSONNEL

The present Directors and Key Managerial Personnel/ Senior Management Personnel of the Company as on date of this report are as follows:

S. No. Name of Directors/Key Managerial Personnel/ Senior Management Personnel	Designation
1. Mr. Mahendra Kumar Baid	Managing Director
2. Mr. Aditya Baid	Non-Executive Director
3. Mrs. Alpana Baid	Non-Executive Director
4. Mr. Amit Kumar Parashar*	Non-Executive and Independent Director
5. Mr. Kuldeep Jain	Non-Executive and Independent Director
6. Mr. Ajay Agarwal	Non-Executive and Independent Director
7. Mr. Mudit Singhi**	Additional Director (Non-Executive and Independent)
8. Ms. Darshika Khandelwal***	Company Secretary and Compliance Officer
9. Mr. Ravi Bohra	Chief Financial Officer

*Mr. Amit Kumar Parashar (DIN: 07891761), resigned from the office of Independent Director of the Company due to pre-occupation with personal and other professional commitments w.e.f. the closure of business hours on August 07, 2026.

**Mr. Mudit Singhi (DIN: 03171115) was appointed as an Additional Director (Non-Executive, Independent) by the Board of Directors of the Company at its meeting held on Friday, August 07, 2026 and he shall hold office till the ensuing Annual General Meeting subject to his appointment by the shareholders of the Company at the ensuing Annual General Meeting.

***Ms. Darshika Khandelwal was appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from August 07, 2026. Consequently, she also became a part of the Senior Management Personnel of the Company from the said date.

The Board Composition of the Company is available on the Company s website and can be accessed at https://bflfin.com/homepage/board-of-directors/

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

Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ).

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

11. DECLARATION BY INDEPENDENT DIRECTORS

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

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

Mr. Amit Kumar Parashar* (DIN: 07891761) , Mr. Kuldeep Jain (DIN: 08189540) and Mr. Ajay Agarwal (DIN: 10727170), Non-Executive and Independent Director(s) of the company have successfully qualified the online proficiency self-assessment test.

Furthermore, Mr. Mudit Singhi (DIN: 03171115) Additional (Non-Executive, Independent Director) of the company has registered his name in the data bank on Tuesday, June 16, 2020. Further, as per proviso to sub-rule (4) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rule, 2014, Mr. Mudit Singhi (DIN: 03171115) (Non-Executive, Independent Director) of the Company is not required to pass online proficiency self-assessment test.

The Board took on record the declaration and confirmation submitted by the Independent Directors after considering the prescribed criteria of independence, and undertaking due assessment of the veracity of the same in terms of the requirements of Regulation 25 of the Listing Regulations. In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and Listing Regulations and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and are independent of the management.

*Mr. Amit Kumar Parashar (DIN: 07891761), resigned from the office of Independent Director of the Company due to pre-occupation with personal and other professional commitments w.e.f. the closure of business hours on August 07, 2026.

12. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL

AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

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

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

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

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

The Nomination and Remuneration Policy, approved by the Board is available on the website of the Company, the same can be accessed at https://bflfin.com/wp-content/uploads/2024/12/24.-Nomination-and-Remuneration-Policy.pdf

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

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

(b) To identify individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company; (c) To recommend to the Board on the selection of individuals nominated for Directorship;

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

(e) To assess the independence of independent Directors;

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

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

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

(i) To devise a policy on Board Diversity;

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

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

13. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters etc. The details of number of familiarisation programmes and number of hours spent by each of the Independent Directors during the Financial Year 2025-26 and on cumulative basis, in terms of the requirements of Listing Regulations are available on the website of the Company www.bflfin.com and can be accessed through the web link: https://bflfin.com/wp-content/uploads/2026/04/2.%20DETAILS%20OF%20FAMILIARIZATION%20PROGRAMMES%20IMPARTED %20TO%20INDEPENDENT%20DIRECTOR%20DURING%20THE%20FINANCIAL%20YEAR%202025-26.pdf?_t=1777449436

Additionally, the Executive Directors of the Company regularly provide detailed updates to the

Independent Directors regarding the Company s business plans and strategic initiatives, risks and opportunities for the businesses, Regulatory updates, including changes in applicable laws, SEBI regulations, RBI Guidelines, Circulars/ Notifications issued by MCA and other statutory requirements impacting the Company ensuring transparency and informed oversight.

14. BOARD MEETINGS

Regular meetings of the Board were held to discuss and decide on various business policies, strategies and other matters. The Board of Directors of the Company met 5 (Five) times during the year under review. The requisite quorum was present in all the Meetings. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 (SS-1) and the listing regulations. Details of the meeting of Board of Directors of the Company and attendance of the Directors thereat forms part of the

Corporate Governance Report annexed to this report as Annexure-V.

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

Sr. No.	Date
1.	May 07, 2025
2.	June 02, 2025
3.	July 29, 2025
4.	November 11, 2025
5.	January 23, 2026

BOARD COMMITTEE

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

i.) Audit Committee ii.) Nomination and Remuneration Committee iii.) Stakeholders Relationship Committee iv.) Risk Management Committee

The Rights Issue Committee constituted by the Board for the purpose of the proposed Rights Issue was dissolved upon withdrawal of the Rights Issue, and accordingly, no such committee was in existence as on the date of this Report.

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

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

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

The details of Board and Committees including composition and Meetings held during the financial year ended on March 31, 2026 and attendance of Directors/Committee Members thereat are set out in the Corporate Governance Report enclosed as Annexure-V which forms part of this report.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was held on May 07, 2025 without the presence of Non-Independent Directors, Members of Management and employees of the Company as required under the Act and in Compliance with requirement under Schedule IV of the Act and as per requirements of Listing Regulations and discussed matters specified therein. The Company Secretary and Compliance Officer of the Company facilitated the convening and holding of the meeting upon instructions of the Independent Directors.

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

15. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES

AND INDIVIDUAL DIRECTORS

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

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

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

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

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

Particulars	Nos.
No. of Complaints received during the Financial Year	0
No. of Complaints Disposed off during the Financial Year	NA
No. of Complaints pending for more than 90 days	0
No. of Complaints Pending as on March 31, 2026	0

17. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

Maternity Benefit Act, 1961 was enacted in India to protect the employment and ensure well-being of women during maternity. It mandates maternity leave, benefits, and safeguards against dismissal or discrimination due to pregnancy.

As of now, the provisions of the Maternity Benefit Act, 1961 are not applicable to your company, as it does not meet the statutory criteria for coverage under the Act.

However, your company is committed to supporting the well-being of its employees and ensuring compliance with all applicable labor laws. Accordingly, the company shall voluntarily adopt relevant provisions of the Act, where feasible, and shall fully comply with the Act as and when it becomes applicable.

18. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

The number of employees as on March 31, 2026 are as follows:

Particulars	Number of Employees
Female	1
Male	4
Transgender	0
Total	5

19. AUDITORS & AUDITOR S REPORT

Statutory Auditors & Audit Report

Pursuant to the provisions of section 139 of the Act, M/s ABSM & Associates , Chartered Accountants (FRN: 015966C) were appointed as the Statutory Auditors of the Company at 30 th AGM of the Company held on September 09, 2025 for a term of five years i.e. until the conclusion of the 35 th AGM to be held in the calendar year 2030.

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

The Financial Statements and the Auditor s Report issued by M/s ABSM & Associates for the financial year ended on March 31, 2026 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self-explanatory. The Auditors Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditor & Secretarial Audit Report

As per Section 204 of the Act, read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, every Listed Company is required to appoint a Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the aforementioned requirements, M/s V. M. & Associates, Company Secretaries (Firm Reg. No. P1984RJ039200) were appointed as Secretarial Auditors of the Company at 30 th AGM of the Company held on September 09, 2025 for a term of five years consecutive years commencing from April 01, 2025 to March 31, 2030.

Secretarial Audit Report in Form MR-3 as issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended on March 31, 2026, is annexed as Annexure-1 to this Report. The Audit Report is free from any qualification, reservation, observation and adverse remark and the report is self-explanatory and does not call for any further comments.

In accordance with Regulation 24A of Listing Regulations, a report on secretarial compliance issued by M/s V. M. & Associates, Company Secretaries, for Financial Year 2025-26 has also been submitted with the stock exchange within the period prescribed therein. The report states that the Company has complied with the provisions of the Act, rules made thereunder, Secretarial Standards, SEBI Regulations, Guidelines and RBI Master Directions applicable on the Company. The Secretarial Compliance Report is free from any qualification, reservation, observation and adverse remark. The report is self-explanatory and does not call for any further comments.

Internal Auditor

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

In consonance with the aforementioned, M/s Shiv Shankar Khandelwal & Co., (Firm Registration No. 006852C), Chartered Accountants, Jaipur, were re-appointed as Internal Auditors of the Company for the financial year 2025-26.

The Internal Audit Report issued by M/s. Shiv Shankar Khandelwal & Co., for the Financial Year ended on March 31, 2026 is free from any qualification, reservation, observation and adverse remark and the Internal Audit report is self-explanatory and does not call for any further comments.

M/s Shiv Shankar Khandelwal & Co., Chartered Accountants (Firm Registration No. 006852C), Jaipur, have confirmed their eligibility and willingness to accept the re-appointment as Internal Auditor for the Financial Year 2026-27. The Company has received consent/eligibility certificates from M/s. Shiv Shankar Khandelwal & Co., Chartered Accountants. Accordingly, Board in its meeting held on May 21, 2026 has reappointed M/s Shiv Shankar Khandelwal & Co., Chartered Accountants, Jaipur (Firm Reg. No. 006852C) as the Internal Auditor of the Company for the financial year 2026-27.

Cost Audit

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

Reporting of Frauds by Auditors

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

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES BY

THE COMPANY

Pursuant to the provisions of Section 186(11) of the Act, read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loans made, guarantees given or securities provided or acquisition of securities by a Non-Banking Financial Company (NBFC) registered with RBI, in the ordinary course of its business are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report. Further, particulars of investments made by the company is given under Note No. 3 of the Financial Statements of the company for the Financial Year ended on March 31, 2026 forming part of this Annual Report.

21. RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during Financial Year 2025-26 with related parties were in compliance with the provisions of Section 188 of the Act, Regulation 23 of Listing regulations and IND AS-24 and are disclosed under Note No. 3.9 of the Notes to Financial Statements for the financial year ended on March 31, 2026. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature.

Pursuant to the said omnibus approval, details of transactions entered into is also reviewed by the Audit Committee on a quarterly basis. All related party transactions entered during Financial Year 2025-26 were in the ordinary course of business and on arm s length basis and not material under the Act and Listing Regulations. None of the transactions required members prior approval under the Act or Listing Regulations.

During the year under review, no material related party transactions as prescribed in Section 188 of the Act read with Companies (Meetings of the Board and its Powers) Rules, 2014, were entered by your Company. Accordingly, the disclosure under section 134(3)(h) of the Act in Form AOC 2 does not form a part of this report .

The Company s Policy on Materiality of Related Party Transactions is put up on the Company s website and can be accessed at https://bflfin.com/wp-content/uploads/2026/05/1.-Policy-on-Materiality-of-Related-Party-Transaction.pdf

22. RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Risk Management Policy is available on the website of the Company at https://bflfin.com/wp-content/uploads/2024/12/9.-Risk-Management-Policy.pdf.

Further details on RMC are set out in the Corporate Governance Report enclosed as Annexure-V which forms part of this report.

23. INTERNAL FINANCIAL CONTROL SYSTEMS

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

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

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

24. DETAILS RELATING TO DEPOSITS

Being a non-deposit taking NBFC the Company has not accepted any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014 or Chapter V of the Act, and guidelines and directions of Reserve Bank of India (Non-Banking Financial Companies - Acceptance of Public Deposits) Directions, 2025 as prescribed by RBI in this regard and as such no details are required to be furnished.

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

25. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

26. CORPORATE GOVERNANCE REPORT

Your Company practices a culture that is built on core values and ethical governance practices. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI. The Company has also implemented several best governance practices. The report on Corporate Governance for the financial year ended on March 31, 2026 along with Certificate issued by M/s V.M. & Associates, Company Secretaries confirming the compliance to applicable requirements related to corporate governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report as Annexure-V.

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

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO

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

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

(a) Conservation of energy:

I the steps taken or impact	1. The operations of the Company, being dealing in
on conservation of energy	Securities, commodities futures, financial and capital
	markets which require normal consumption of electricity.
	However, the Company is making necessary efforts to
	reduce the consumption of energy.
	2. The office of the Company has been using LED bulbs that
	consume less electricity as compared to CFL and
	incandescent bulbs. The Company has increased the
	usage of low electricity consuming monitors in place of
	conventional monitors. The Company has started buying
	the new energy efficient computers that automatically
	goes into low power \u2018 sleep \u2018 mode or off- mode when not
	in use.
II the steps taken by the	The Company has installed a solar panel at its registered office
Company for utilizing	which produces energy and provides power to the equipment of
alternate sources of	complete office.
energy
III the capital investment on	In view of the nature of activities carried on by the Company,
energy conservation	there is no capital investment on energy conservation equipment
equipment	except installed solar panel at its registered office.

(b) Technology Absorption

I the efforts made towards	Your Company being a Non-Banking Finance Company, its
technology absorption	activities do not require adoption of any specific technology.
	However, your Company has been in the forefront in
	implementing latest information technologies and tools towards
	enhancing our customer convenience and continues to adopt
	and use the latest technologies to improve the productivity and
	quality of its services. The Company \u2019 s operations do not require
	significant import of technology.
II The benefits derived like	N.A.
product improvement
cost reduction, product
development or import
substitution
III Technology Imported	N.A.
during the last three years
(a) The details of
	N.A.
technology imported
(b) The year of import
(c) Whether the
technology been fully
	N.A.
absorbed and
(d) If not fully absorbed,
areas where absorption	N.A.
has not taken place, and
he reasons thereof
IV The expenditure incurred	Considering the nature of services and businesses, no specific
on Research and	amount of expenditure is earmarked for Research and
Development	Development. However, the Company on an ongoing basis
strives for various improvements in the products, platforms, and
processes.

(c) Foreign Exchange Earnings and Outgo

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

28. CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2024-25, the Companys net worth is below Rs. 500 Crore, Turnover is less than Rs. 1,000 Crore and Net profit (Before Tax) is less than Rs. 5 Crore, hence provisions of section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company during the financial year 2025-26.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In line with the provisions of Listing Regulations, Act, and the principles of good governance, the Company has devised and implemented a vigil mechanism, in the form of Whistle-Blower Policy which can be accessed on the website of the Company at https://bflfin.com/wp-content/uploads/2025/04/Whistle-Blower-Policy.pdf?_t=1746186873 . Detailed information on the Vigil Mechanism of the Company is provided in the Report on the Corporate Governance which forms part of the Annual Report.

31. DISCLOSURE ON SECRETARIAL STANDARDS

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

32. EXTERNAL RATING

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

33. RBI COMPLIANCES

Your Company is a Non-Banking Non Deposit Taking Non Systemically Important Investment and credit

Company ( NBFC-ICC ), and continues to comply with the applicable regulations and guidelines of

Reserve Bank of India ( RBI ) and provisions as prescribed in Reserve Bank of India (Non-Banking Financial

Companies Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 as amended from time to time.

The Company has been identified for categorization as NBFC-Base Layer under Reserve Bank of India (Non-Banking Financial Companies Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 for NBFCs. The Board periodically reviews the policies and approves amendments as and when required.

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

34. PARTICULARS OF REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

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

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

35. MANAGING DIRECTOR AND CFO CERTIFICATE

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

36. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) as amended from time to time, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its designated person and other connected person and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The same is available on the Company s website and can be accessed at https://bflfin.com/wp-content/uploads/2024/12/6.-Code-of-Fair-Disclosure-and-Conduct-under-Regulation-82-of-the-SEBI-PIT-Regulations-2015.pdf

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

37. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

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

All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the financial year ended on March 31, 2026 and a declaration to this effect signed by the Managing Director forms part of the Corporate Governance Report as Annexure-C.

38. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for Financial Year 2025-26 have been prepared with the applicable accounting principles in India and the mandatory Indian Accounting Standard ( Ind AS ) as prescribed under Section 133 of the Act, read with the rules made there under.

39. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 3(c) read with 134 (5) of the Act, the Board of Directors confirms that, to the best of its knowledge and belief:- i. in the preparation of the annual accounts for the year ended on March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended on March 31, 2026 and of the profit and loss of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

40. GENERAL DISCLOSURES

i. There is no proceeding initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016.

ii. There was no instance of one-time settlement with any Bank or Financial Institution.

41. OTHER DISCLOSURES

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

42. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the RBI, SEBI, MCA,

Bankers, Company s shareholders, auditors, advisors, business partners, for the patronage received from them including officials there at from time to time. The Board would also like to thank the BSE Limited, Central Depository Services (India) Limited, National Securities Depository Limited and MCS Registrar and Share transfer Agent (Registrar to an Issue and Share Transfer Agent) for their continued co-operation.

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

Date: August 07, 2026	For and on behalf of the Board of Directors
Place: Jaipur	For BFL Asset Finvest Limited
	Sd/-	Sd/-
Registered Office: 1 Tara Nagar,	Mahendra Kumar Baid	Aditya Baid
Ajmer Road, Jaipur 302006	Managing Director	Director
(Rajasthan)	DIN: 00009828	DIN: 03100584