BLB Director Discussions


Dear Shareholders,

Your Directors take immense pleasure in presenting their Forty-Second (42nd) Annual Report together with the Audited Financial Statement of Accounts of BLB Limited ("the Company")for the Financial Year 2022-23("Review Period").

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The summarized Audited results of your Company for the Financial Year ("FY") 2022-23 ended on 31.03.2023 with comparative for the previous financial year 2021-22 ended on 31.03.2022 are given in the table below:

(Rs. In Lakhs)

Particulars

Financial Year ended

March 31, 2023 March 31, 2022

Revenue from Operations

21,879.26 35,472.99

Other income

7.26 52.74

Expenses

(21,051.67) (34,262.88)

Profit/ (loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense

834.85 1,262.85

Less: Depreciation/Amortization/ Impairment

(26.02) (27.63)

Profit /(loss) before Finance Costs, exceptional items and Tax Expense

808.83 1,235.22

Less: Finance Costs

(86.01) (104.37)

Profit /(loss) before Exceptional items and Tax Expense

722.82 1,130.85

Add/ Less: Exceptional items

75.67 0.00

Profit /(loss)before Tax Expense

798.49 1,130.85

Less: Tax Expense (Current & Deferred)

(193.63) (189.24)

Profit /(loss)for the year

604.86 941.61

Other Comprehensive income/(loss)

1.85 3.58

Total Comprehensive income/(loss)

606.71 945.19

Basic Earnings Per Share(in Rs.)

1.14 1.78

Diluted Earnings Per Share(in Rs.)

1.14 1.78

Notes:

(!) The above figures are extracted from the audited standalone financial statements of the Company.

(2) The amount shown in bracket ()in the above table are negative in value

Your Company recorded a performance with turnover of Rs. 21,879.26 lakhs as against Rs. 37,472.99 Lakhs in previous year and profit after tax stood at Rs. 604.86 Lakhs as against Rs. 941.61 Lakhs in previous year

2. RESERVES AND SURPLUS

The Board of Directors of your Company has decided not to transfer any amount to Reserves for the Financial Year 2022-23.

ANNUAL REPORT 2022-2023

3. DIVIDEND

The Board of Directors of your Company has decided that with a view of strengthening the capital base, it would be prudent not to recommend any dividend for the Financial Year 2022-23.

A. STATE OF COMPANYS AFFAIRS

a) Segment Wise Position of Business- The main business of the Company is in trading and investment in Shares and Securities and is in Single Segment.

b) Change in Status of Company-There is no change in the status of your Company as the Company continues to be listed in National Stock Exchange of India Limited (NSE)and BSE Limited (BSE).

c) Key Business Developments-No key business developments took place during the year under review.

d) Change in the Financial Year - There has been no change in the financial year followed by Company. The Company follows financial year starting from 01st April and ending on 31st March.

e) Capital Expenditure Program-There have been no Capital Expenditure Program during the year under review and also not likely in the future.

f) Developments, Acquisition and assignment of material Intellectual Property Rights- There are no material developments, acquisitions and assignments of material Intellectual Property Rights that took place during the year under review.

g) Any other material event having an impact on the affairs of the Company- No material event took place during the year under review having an impact on the affairs of the Company.

5. CHANGE IN NATURE OF BUSINESS

During the year under review, there were no changes in nature of business of the company. The main business of company continued to trading and investment in Shares and Securities.

6. MATERIAL CHANGES AND COMMITMENT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the Financial Statements relate and the date of this report.

7. DETAILS OF REVISION OFTHE FINANCIAL STATEMENT OR REPORT

There have been no revision in the Financial Statements and Board report during the Financial Year under review.

8. SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2023 stood at Rs. 31,50,00,000/- comprising of 26,50,00,000 equity shares of Re. 1/- each amounting to Rs. 26,50,00,000/-and 5,00,000 preference shares of Rs. 100/-each amounting to Rs. 5,00,00,000/-and remained unchanged as compared to March 31,2022.

The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on March 31, 2023, stood at Rs. 5,28,65,258/-, comprising of 5,28,65,258 Equity shares of Re. 1/- each fully paid-up and remained unchanged as compared to March 31,2022.

Further, no Capital reduction/buyback/change in voting rights have been undertaken during the review period.

9. CHANGES IN SHARE CAPITAL AND DISCLSOURES

There was no change in the paid up Share Capital of the Company during the financial year 2022-23.

Equity Shares or Other Convertible Securities:

The Company has not issued any equity shares or other convertible securities during the year under review.

Equity Shares with Differential Rights:

The Company has neither issued any equity shares with differential rights during the year under review nor are any such equity shares outstanding as on March 31,2023.

Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares during the year under review.

Employee Stock Options:

The Company has not provided any Stock Option Scheme to the employees during the year under review.

Voting Rights not directly exercised by Employees:

The Company has no Scheme in which voting rights are not directly exercised by Employees of Company. Further, no shares are held by trustee(s)for the benefit of employees.

Debentures, Bonds or other Non- convertible Securities:

The Company has not issued any Debentures, Bonds or other non- convertible securities during the year under review. Also, SEBI Circular dated 26th November, 2018 regarding Large Corporate (LC) is not applicable to the Company for the Financial Year ended on 31st March, 2023.

Warrants:

The Company has not issued any Warrants during the year under review.

Credit Rating of Securities:

The Company has not obtained any Credit Rating of Securities during the year under review.

Bonus Shares:

The Company has not issued any Bonus Shares during the year under review.

10. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unclaimed and unpaid dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF), established by the Government of India, after completion of seven years from declaration of Dividend.

Further, according to the rules, the shares on which the dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividends which was required to be transferred to IEPF Authority. Detailed list of dividend amount and Shares already transferred to IEPF Authority is available on the website of the Company viz, "www.blblimited.com".

11. NODAL OFFICER

In accordance with the provisions of sub-rule (2A) of Rule 7 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)Rules, 2016, Mr. Nishant Garud, Company Secretary of the Company has been appointed as the Nodal Officer of the Company.

The details are available on the website of Company at www.blblimited.com.

12. DIRECTORS AND KEY MANAGERIALPERSONNELOFTHECOMPANY

Inductions:-

No new appointments of Director or Key Managerial Personnel (KMP)were made during the FY 2022-23. Resignations:-

No Director or KMP had resigned during the FY 2022-23.

Appointments/ Re-appointments:-

¦ Sh. Bry Rattan Bagri (DIN: 00007441) was re-appointed as a Director of the Company liable to retire by rotation.

¦ Sh. Deepak Shrivastava was re-appointed as a Chief Financial Officer of the Company w.e.f. 13th August, 2022.

Further, Sh. Keshav Chand Jain (DIN: 00007539) Non- Executive Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the same for your approval.

13. DECLARATION BY INDEPENDENT DIRECTORS

Smt. Dhwani Jain(DIN: 06985038), Sh. Deepak Sethi (DIN: 01140741)and Sh. Gaurav Gupta(DIN: 00531708)are the Independent Directors on the Board of your Company. In the opinion of the Board and as declared by these Directors, each of them meets the criteria of independence as specified in Regulation 16 and 25 of the Listing Regulations and Section 149 (6) of the Companies Act, 2013 and the Rules made thereunder and the independent directors have integrity, expertise and experience (including the proficiency).

Further, all the Independent Directors of your Company have confirmed their registration/ renewal of registration, on Independent Directors Data bank

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company has convened and held a separate meeting of Independent Directors on February 10,2023.

15. FAMILIARIZATION PROGRAMMES

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the

Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The details of the familiarization Program are available on the website of the Company at www.blblimited.com.

16. CODE OF CONDUCT

Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors of the Company have affirmed compliance with the Code of Conduct of the Company.

17. DETAILS OF BOARD MEETINGS

During the year under review, 6 (Six) Board meetings were held, details of which along with attendance details of directors are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.

18. COMMITTEES OF BOARD

The Composition of Committees, i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee, number of committee meetings, attendance of committee members and other terms of reference are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.

Further, details of respective committee meetings held during the year along with the attendance details of members are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.

19. RECOMMENDATIONS OFCOMMITTEES

Your Board has accepted all the recommendation(s)made by the all the Committees during the year and up to the date of this report.

20. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of your Company has framed a "Nomination, Remuneration and Evaluation Policy" on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The said policy has been approved by the Board of Directors of your Company.

The detailed "Nomination, Remuneration and Evaluation Policy" is enclosed as an Annexure-I.

21. EVALUATION OF BOARD PERFORMANCE

The Board has framed a performance evaluation policy which is displayed on the website of the company, viz. www.blblimited.com, for evaluating its own performance of Executive Director, Non-executive Directors including Independent Directors and Committees of Company.

Pursuant to the Section 13A(3Xp)and Schedule IV of the Companies Act, 2013 read with Regulation 17 of the Listing Regulations, the Board of Directors have carried out an evaluation of Independent Directors, the directors individually, as well as the evaluation of the working of its Committees.

Based on the Performance Evaluation carried out by the Board of the Company, the performance of the Board and its Committees and Individual Directors of the Company was found satisfactory.

As per Schedule IV to the Companies Act, 2013 and Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held on February 10, 2023, where Independent Directors, reviewed the performance of

Non-Independent Directors, the Board as a whole, Chairman of the Company and found their performances to be satisfactory.

22. DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION/ REMUNERATION BY MANAGING DIRECTOR/ WHOLE TIME DIRECTOR FROM HOLDING COMPANY OR SUBSIDIARY COMPANY

The company does not have any holding or Subsidiary Company. So, the Whole Time Director of the Company was not in receipt of commission from the Holding Company or commission/ remuneration from its Subsidiary Companies.

23. DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had 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 and of the profit of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

The internal control process and systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Procedures to ensure conformance with the policies, processes and standards have been put in place covering all activities.

The processes and financial activities are subjected to independent audits by internal auditors as well as statutory auditors. Implementations of recommendations from various audit reports are regularly monitored by the senior management.

25. REPORTING OF FRAUD AS PER SECTION 143(12)

For Financial Year 2022-23, no Fraud has been reported by Auditors of the Company in terms of Section 143(12) of the Companies Act, 2013.

26. SUBSIDIARY/JOINTVENTURE/ASSOCIATECOMPANY

During the Financial Year under consideration there has been no subsidiary, joint venture or associate company of the Company.

27. PUBLIC DEPOSIT

During the year under review, your Company had not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Further, the Company has taken loan from Sh. Brij Rattan Bagri, Director of the Company during the financial year 2022-23 and the same is disclosed in Note No. 34 of Financial Statements.

28. LOANS. GUARANTEES AND INVESTMENTS

Particulars of Investments, as per the provision of Section 186 of the Companies Act, 2013 are provided in Note No. 5 of Financial Statements.

No Guarantee was given by the company during the year under review.

29. RELATED PARTY TRANSACTIONS

The Company has adopted a Related Party Transaction Policy which is also available on the website of the Company viz "www.blblimited.com". In the policy, the criteria for determining the material transactions has been defined according to which any contract or transaction or arrangement are to be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statement of the Company.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee including omnibus approval. As per the Listing Regulations, if any related party transaction exceeds Rs. 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require Members approval.

During the year under review, the Company had taken necessary Members approval in terms of Section 188 of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 including any statutory re-enactment or amendment thereon. The said transactions as approved by the members were not material in terms of Listing Regulations.

The contracts or arrangements with related parties referred to in sub-section (1) of Section 188 read with Section 2(76) of the Companies Act, 2013 entered into by the Company are in the ordinary course of business and on arms length basis.

The prescribed Form AOC-2 is enclosed and forms part of this Report as Annexure-ll. Your directors draw attention of members to Note No. 34 to the financial statements which set out related party disclosures.

The Policy on the Related Party Transactions is available on the website of the Company at www.blblimited.com.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the provisions of Corporate Social Responsibility ("CSR") in terms of Section 135 of the Companies Act 2013 read with rules made there under were applicable on the Company.

During the year the Board of Directors of the Company had constituted the CSR Committee comprises of three directors including one independent director as detailed below:

1. Sh. Brij Ratan Bagri-Chairman, Non-Executive Director

2. Sh.Anshul Mehra-Member, Executive Director

3. Smt. Dhwani Jain - Member, Independent Director

The CSR committee of the Company The detailed composition and terms of reference of the committee can be referred in the Corporate Governance Report annexed to this Annual Report.

The Company was required to contribute Rs. 3.77 Lakhs towards the CSR and the Company has incurred a CSR expenditure of Rs. 25.00 Lakhs.

The Company complies with the provisions of section 135 of the Companies Act, 2013 and has framed and implemented a CSR policy, which is available on the website of the Company at www.blblimited.com.

Further, the details of actual CSR spending of the Company on various activities can be referred from the Annual Report on Corporate Social Responsibility Activities as is annexed to this Report as Annexure-III.

31. DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures to be made under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 by your Company are explained asunder:

(A)Conservation of energy-

(i) the steps taken or impact on conservation of energy

The Company is a stock broking Company and requires normal consumption of electricity. The Company takes all necessary steps to reduce the consumption of energy. Your Company is not an industry as listed in Schedule to Rule 2 of the Companies(Disclosure of Particulars in the Report of Board of Directors)Rule, 1988.

(ii) the steps taken by the company for utilizing alternate sources of energy

(iii) the capital investment on energy conservation equipment

(B)Technology absorption-

(i) the efforts made towards technology absorption

The Company is engaged in the Stock Broking Business and accordingly does not absorb any Technology.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development

No expenditure was incurred on Research and Development.

 

(C ) Foreign Exchange Earnings and Outgo-

The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial year has been provided hereunder:

Foreign Exchange Earnings & Outgo

Current Year (2022-23) Previous Year (2021-22)

Inflow

Nil Nil

Outflow

Nil Nil

32. RISK MANAGEMENT POLICY

a. Development: In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company reviews the same periodically.

b. Implementation: The Company recognizes that risk is an integral and unavoidable component of business and hence is committed to managing the risk in a proactive and effective manner. The Risk Management Policy approved by the Board has been effectively implemented. The Companys Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and are managed accordingly. In the opinion of Board, none of the risks which have been identified may threaten the existence of the Company.

c. Identification of Key Risks which may Threaten the Existence of the Company and Risk Mitigation:

The common risks faced by the Company include Market Risk, Technology risk, Operational Risk, Reputation Risk, Financial and Accounting Risk, Regulatory and Compliance Risk, Human Resource Risk and Business Continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which is reviewed regularly and remedial measures are being undertaken immediately. The risk management process consists of risk identification, risk assessment, risk prioritisation, risk treatment or mitigation, risk monitoring and documenting the new risks. Various risk management policies as prescribed by SEBI/ Exchanges are followed by the Company.

33. VIGIL MECHANISM

Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per the requirements of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The vigil mechanism is a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking place in the Company for appropriate action or reporting.

The functioning of the vigil mechanism is reviewed by the Audit Committee periodically. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The vigil mechanism (Whistle Blower Policy) may be accessed on the Companys website www.blblimited.com.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

35. STATUTORY AUDITORS. THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s R. K. Ahuja & Co. Chartered Accountants had tendered their resignation as the Statutory Auditors of the Company w.e.f. closure of business hours of August 11,2022.

On the recommendation of Audit Committee, the Board of Directors in its meeting held on August 11, 2022 has recommended to the members, the appointment of M/s. VSD & Associates, Chartered Accountants (Firm Registration Number- 008726N and Peer review Certificate No. 013012), New Delhi, as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from 41st Annual General Meeting till the conclusion of 46th Annual General Meeting of the Company.

Accordingly, members had approved their appointment as the Statutory Auditors of the Company by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

The report of the Statutory Auditors along with Notes on Financial Statements for the year ended March 31, 2023 is enclosed with the Annual Report. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies(Audit and Auditors) Rules, 2014.

There is no qualification, reservation, adverse remarks or disclaimer in the Auditors Report on Financial Statements.

36. SECRETARIAL AUDITOR ANDTHEIR REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Company had appointed M/s. Chandra sekaran Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2022-23.

The report of the Secretarial Auditors for the financial year 2022-23 is enclosed as Annexure-IV to this report. The report is self-explanatory and do not call for any further comments. There are no qualification, observations, disclaimer, adverse remark or other remarks in the Secretarial Auditors Report except as mentioned below:

"The Company is required to strengthen its process w.r.t Structured digital database in a manner specified under Regulation3(5)of SEBI(Prohibition of Insider Trading Regulations), 2015".

The Company is maintaining the Structural Digital Database (SDD) in the manner specified under Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board had taken note of the comment of the Secretarial Auditor and will strengthen its process w.r.t. SDD in due course of time.

37. INTERNAL AUDITOR ANDTHEIR REPORTS

On recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on May 30, 2023 had approved the appointment of M/s. Sarat Jain & Associates., Chartered Accountants, (FRN: 014793C)as Internal Auditors of the Company and they had conducted the Internal Audit for the second half year ended March 31,2023.

M/s. Ram Rattan & Associates, Chartered Accountants had conducted the internal audit for the first half year ended September 30, 2022 and had tendered their resignation as Internal Auditors of the Company w.e.f. closure of business hours of May 29,2023.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

38. COMPLIANCES OFSECRETARIALSTANDARDS

The Company has complied Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs during the year under review.

39. EXTRACT OF ANNUAL RETURN

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return can be accessed on our website http://www.blblimited.com/service.phpRs.data_id=4&data_title=Annual%20Return.

AO. PARTICULARS OF EMPLOYEES

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & (2) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 in respect of employees of the Company forms part of this report as an Annexure-V & VI.

41. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations), a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Chandrasekaran Associates, Practicing Company Secretaries, which forms part of this report as an Annexure-VII.

The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations with the Stock Exchanges in India is presented in a separate section, which forms part of this report as an Annexure-VIII.

42. COST RECORDS

During the year ended March 31, 2023, the Company is engaged in trading business in Shares, Securities and Commodities and it was exempted from maintenance of Cost records as specified by Central Government under Section 148(1) of the Act.

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

The Company always endeavours to create and provide an environment that is free from discrimination, intimidation, abuse and harassment including sexual harassment. It is also believed that, its the responsibility of the organization to protect the integrity and dignity of its woman employees. The Company has "Prevention of Sexual Harassment Policy" in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. As per the policy, any woman employee may report her complaint to ICC which is formed for this purpose.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23:

Number of complaints pending as on the beginning of the financial year : Nil

Number of complaints filed during the financial year : Nil

44. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANYS SECURITIES

Your Company has formulated Code of Conduct for Prevention of Insider Trading in Companys Securities ("Code") in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Designated Persons. Sh. Nishant Garud, Company Secretary and Compliance Officer of the Company is authorized to act as Compliance Officer under the Code.

45. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Companies Act, 2013, the company is not required to prepare Consolidated Financial Statements for the financial year 2022-23 as the company has no subsidiaries as on date.

46. HUMAN RESOURCES MANAGEMENT

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.

47. ONETIMESETTLEMENT

During the year under review, the company has not entered into any one time settlement with Banks or Financial Institutions during the year, therefore, there was no reportable instance of difference in amount of the valuation.

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

During the period under review, no application was made by the company and accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

49. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank Regulators, Stock Exchanges and other Statutory Authorities for their continued support.

For and on behalf of the Board of Directors of

BLB Limited

Place: New Delhi Date : August 9, 2023

Brij Rattan Bagri Chairman DIN: 00007441

ANNEXURE-I

NOMINATION, REMUNERATION & EVALUATION POLICY

(Effective from 1st January, 2022)

[Modified & Approved by the Board of Directors in its meeting held on 30th December, 2021]

The Nomination, Remuneration & Evaluation Policy is amended hereunder as per the provisions of Section 178(A) of the Companies Act, 2013 read with Regulation 19(A) read with PartD of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy is also available on the website of the Company viz, www.blblimited.com. "The amended policy shall be applicable on the Company w.e.f. 01st January, 2022.

I. INTRODUCTION

This Nomination, Remuneration and Evaluation Policy (the "Policy") applies to the Board of Directors (the "Board"),

Key Managerial Personnel (the"KMP")and the Senior Management Personnel of BLB Limited (the" Company").

"Key Managerial Personnel"(KMP), in relation to Company means-

(i) the Chief Executive Officer or the Managing Director or the Manager;

(ii) the Company secretary;

(iii) the Whole-Time Director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed by Central Government from time to time;

(vi) "senior management" shall mean officers/ personnel of the listed entity who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the Chief Executive Officer/ Managing Director/ Whole-time Director/ Manager (including Chief Executive Officer/ Manager, in case they are not part of the board) and shall specifically include Company Secretary and Chief Financial Officer.

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

II. PURPOSE

The primary objective of the Policy is to provide a framework and set standards for the nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

III. ACCOUNTABILITIES

The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors, Key Managerial Personnel and the Senior Management of the Company to the Nomination and Remuneration Committee, which makes recommendations, & nominations to the Board.

IV. COMPOSITION OF THE COMMITTEE

The Nomination and Remuneration Committee comprises of the following:

a) The Committee shall consist of a minimum 3 Non-Executive Directors, at least two-thirds of the Directors shall be Independent Directors.

b) Majority of members shall constitute a quorum for the Committee Meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board of Directors.

V. CHAIRMAN OF THE COMMITTEE

a) Chairman of the Committee shall be an Independent Director.

b) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

c) Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders queries.

VI. ROLE OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) is responsible for:

(1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

(1A) For every appointment of an independent director, the NRC shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates

(2) formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) devising a policy on diversity of board of directors;

(A) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

(5) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

(6) recommend to the board, all remuneration, in whatever form, payable to senior management.

VII. COMMITTEE MEMBERS INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VIII. VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

IX. APPOINTMENT OF DIRECTORS/ KMPs AND SENIOR OFFICIALS

? Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of

KMP/ a level below KMP are the basis for the Nomination and Remuneration Committee to select a candidate

for appointment to the Board. When recommending a candidate for appointment, the Nomination and

Remuneration Committee has regard to:

• Assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board;

• The skills and experience that the appointee brings to the role of KMP/ Senior Official and how an appointee will enhance the skill sets and experience of the Board as a whole;

• The nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointees ability to exercise independent judgment;

? Personal specifications:

- Degree holder in relevant disciplines;

- Experience of management in a diverse organization;

- Commitment to high standards of ethics, personal integrity and probity;

- Commitment to the promotion of healthy practices and health & safety in the workplace;

X. LETTER OF APPOINTMENT

Each Director/KMP and Senior Officials required to sign the letter of appointment with the Company containing the terms of appointment and the role assigned in the Company.

XI. REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The guiding principle is that the level and com position of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials. The Directors, Key Management Personnel and other senior officials salary shall be based & determined on the individual persons responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nomination & Remuneration Committee determines individual remuneration packages for Directors, KMPs and Senior Officials of the Company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government / other guidelines. The Committee consults with the Chairman of the Board as it deems appropriate. Remuneration of the Chairman is recommended by the Committee to the Board of the Company.

(i) Remuneration:

a) Base Compensation (fixed salaries)

Must be competitive and reflective of the individuals role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices).

b) Variable salary:

The Nomination & Remuneration Committee may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable is determined by the Committee, based on performance against pre-determined financial and non financial metrics.

(ii) Statutory Requirements:

? Section 197(5) provides for remuneration by way of a fee to a director for attending meetings of the Board of Directors and Committee meetings or for any other purpose as may be decided by the Board.

? Section 197(1) of the Companies Act, 2013 provides for the total managerial remuneration payable by the Company to its directors, including managing director and whole time director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of the Company computed in the manner laid down in Section 198 in the manner as prescribed under the Act and in case of inadequacy of profits the total managerial remuneration is payable as per Schedule V of the Companies Act, 2013.

? The Company with the approval of the Shareholders and Central Government may authorize the payment of remuneration exceeding eleven percent of the net profits of the Company, subject to the provisions of Schedule V.

? The Company may with the approval of the shareholders authorize the payment of remuneration up to five percent of the net profits of the Company to its any one Managing Director/ Whole Time Director/ Manager and ten percent in case of more than one such official.

? The Company may pay remuneration to its directors, other than Managing Director and Whole Time Director up to one percent of the net profits of the Company, if there is a managing director or whole time director or manager and three percent of the net profits in any other case.

? The net profits for the purpose of the above remuneration shall be computed in the manner referred to in Section 198 of the Companies Act, 2013.

? The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board and profit related commission as may be approved by the members. The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other directors.

? The remuneration payable to the Directors shall be as per the Companys policy and shall be valued as per the lncome Tax Rules.

? The remuneration payable to the Key Managerial Personnel and the Senior Management shall be as may be decided by the Board having regard to their experience, leadership abilities, initiative taking abilities and knowledgebase.

XII. EVALUATION/ ASSESSMENT OF DIRECTORS/KMPs AND SENIOR OFFICIALS OFTHE COMPANY

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis and to satisfy the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The following criteria may assist in determining how effective the performances of the Board, its committees and individual directors to be carried have been:

? Leadership & stewardship abilities

? Contributing to clearly defined corporate objectives & plans

? Communication of expectations & concerns clearly with subordinates

? Obtain adequate, relevant & timely information from external sources

? Review & approval achievement of strategic and operational plans, objectives, budgets

? Regular monitoring of corporate results against projections

? Identify, monitor & mitigate significant corporate risks

? Assess, implement and follow policies, structures & procedures

? Direct, monitor & evaluate KMPs, senior officials

? Review succession plan

? Effective meetings

? Assuring appropriate board size, composition, independence, structure

? Clearly defining roles & monitoring activities of committees

? Review of corporations ethical conduct

Evaluation on the aforesaid parameters will be conducted by the Independent Directors for each of the Executive/ Non-Independent Directors in a separate meeting of the Independent Directors.

The Executive Director/ Non-Independent Directors along with the Independent Directors will evaluate/assess each of the Independent Directors on the aforesaid parameters. Only the Independent Director being evaluated will not participate in the said evaluation discussion.

XIII. REVIEW

In case of any subsequent changes in the Companies Act or any other regulations which makes any of the provisions in the Policy inconsistent with the Companies Act or regulations, then the provision of the Companies Act or regulations would prevail over the Policy and the provisions of the Policy would be modified in due course to make it consistent with law.

The policy shall be reviewed by the Nomination & Remuneration Committee and the Board, from time to time as may be necessary.

By the Order of the Board of Directors For BLB Limited

Anshul Mehra Executive Director DIN: 00014149

Date: 31.12.2021 Place: New Delhi

PARTICULARS OF CONTRACTS/ ARRANGEMENTS MADE WITH RELATED PARTIES [Pursuant to Section 134(3Xh) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014- AOC-21 This Form pertains to the disclosure of particulars of contracts/ arrangements entered into by the Company with related parties referred to in Section 188(1)of the Companies Act, 2013.

1. Details of material contracts or arrangement or transactions not at arms length basis:

There were no contracts or arrangements or transactions entered in to during the year ended March 31,2023, which were not at arms length basis.

2. Details of material contracts or arrangement or transactions at arms length basis:

The details of material con tracts or arrangements or transactions at arms length basis for the year ended March 31,2023 areas follows:

Name(s) of the related party

Nature of relationship Nature of contracts/ arrangements/ transactions Duration Salient terms of the contracts or arrangements or transactions Amount (in Lakhs) Date(s) of approval by the Board, if any Amount paid as advances, if any

Sh. Brij Rattan Bagri

Chairman Loan/ Interest Per Annum N.A. 1. Loan

Opening Balance: 400.00

(i) Loan taken: 375.00

(ii) Loan repaid: 400.00 Closing Balance: 375.00

2. Interest paid: 19.82

04.02.2022 Nil

Sh. Keshav Chand Jain

Director Legal Fee - N.A. 0.55 04.02.2022 Nil

Sh. Anshul Mehra

Executive Director Remuneration 01.08.2022

to

31.07.2025

N.A. 18.78 25.06.2021 Nil

Sh. Deepak Shrivastava

CFO(KMP) Remuneration Per Annum N.A. 9.20 04.02.2022 Nil

Sh. Nishant Garud

Company Secretary (KMP) Remuneration Per Annum N.A. 7.39 04.02.2022 Nil

M/s. BRSB Securities Private Limited

Entities where Directors or their relatives exercise significant influence Rental Income 11 months N.A. 0.60 12.08.2021 Nil

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES AS PER SECTION 155 OF THE COMPANIES ACT. 2015

1. Brief outline on CSR Policy of the Company

In accordance with the provisions of section 135 of the Companies Act, 2013, the Company has formulated a Corporate Social Responsibility Policy which serves as a guiding document for the Company to identify, execute and monitor the CSR projects.

The CSR policy of the Company outlines the vision and the priority projects identified by the Company for the purpose of CSR. The ultimate responsibility of identifying the CSR projects and ensuring execution of the same is bestowed on the CSR committee under the guidance and assistance of the Board of Directors.

The process of implementation and monitoring of CSR activities is provided in detail in the CSR Policy of the Company. Apart from the process of implementation, the policy also enlists the assessment and reporting requirements with regard to the CSR activities

2.Composition of CSR Committee:

S. No. Name of Director

Designation/ Nature of Directorship Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year

1. Sh. Brij Rattan Bagri (Chairman)

Chairman, Non-Executive Director 01 01

2. Sh. Anshul Mehra (Member)

Executive Director 01 01

3. Smt. Dhwani Jain (Member)

Non-Executive - Independent Director 01 01

 

3. Provide the web-link of the website where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company

The composition of CSR committee can be viewed at: https://www. blblimited.com/about3. oho The brief outline of the Company CSR policy, including overview of projects or programs proposed to be undertaken are placed on the Company website: https://www.blblimited.com/service.DhD?data_id=24& data_title=Policies

A. Provide the details of Impact assessment of CSR projects carried out in pursuance of Sub-rule(3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 201 A, if applicable.

Not applicable during the year under review.

5. a) Average net profit of the company as per section 155(5): Rs.1,88,47,755.67/-

b) Two percent of average net profit of the company as per section 135(5): Rs. 5,76.954.67/-

c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

d) Amount required to be set-off for the financial year, if any: Nil

e) Total CSR obligation for the financial year [(b)+(c)-(d)1: Rs. 5,76,954.67/-

6. a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 25,00,000/-

b) Amount spent in Administrative Overheads: Nil

c) Amount spent on Impact Assessment, if applicable: Nil

d) Total amount spent for the Financial Year (a)+(b)+(c)1: Rs. 25,00,000/-

e) CSR amount spent or unspent for the Financial Year:

Total Amount Spent for the Financial Year (in Rs.)

Amount Unspent (in Rs.)

Total Amount transferred to Unspent CSR Account as per section 155(6)

Amount transferred to any fu under Schedule VII as per set to section 155 specified

Amount Date of Transfer Name of the Amount Fund Date of Transfer

25,00,000/-

NIL

f) Excess amount for set-off, if any:

S. No. Particulars

Amount (in Rs.)

1. Two percentage of average net profit of the company as per section 135(5)

3,76,954.67/-

2. Total amount spent for the Financial Year

25,00,000.00/-

3. Excess amount spent for the Financial Year [(2)-1)]

21,23,045.33/-

4. Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any

Nil

5. Amount available for set off in succeeding Financial Years [(3)-(4)]

21,23,045.33/-

7. Details of unspent Corporate Social Responsibility amount for the preceding three financial years:

S. No. Preceding Financial Year

Amount transferred to Unspent CSR Account under subsection (6) of section 135 (in Rs.)

Balance Amount in Unspent CSR Account under subsection (6) of section 135(in Rs.)

Amount Spent in the Financial Year (in Rs.)

Amount transferred to a Fund as specified under Schedule VII as per second proviso to subsection (5) of section 135, if any

Amount remaining to be spent in succeeding Financial Years (in Rs)

Deficiency, if any

Amount (in Rs.) Date of transfer

1. FY 2021-22

Not Applicable

2. FY 2020-21

3. FY 2019-20

8. Whether any capital asset have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Yes & No

If yes, enter the number of capital assets created/ acquired:

Furnish the details relating to such asset(s)so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

S. No. Short particulars of the property or asset(s) [including complete address and location of the property]

Pin code of the property or asset(s) Date of creation Amount of CSR amount spent

Details of entity/ Authority/ beneficiary of the registered owner

CSR

Registratio n Number, if

Applicable

Name Registered

address

- -

- - - - - -

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub section (5) of section135: Not Applicable

For and on behalf of

For and on behalf of

Board of Directors of BLB Limited

Board of Directors of BLB Limited

Brij Rattan Bagri

Anshul Mehra

Director & Chairman- CSR Committee

Executive Director & Member- CSR Committee

DIN: 00007441

DIN: 00014049

Date: August 9, 2023

Place: New Delhi

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

To,

The Members,

BLB Limited

H. No. 4760-61/23,03rdFloor,

Ansari Road, Daryaganj NewDelhi110002

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by BLB Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on March 31,2023 according to the provisions of:

(i) The Companies Act, 2013(the "Act")and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956("SCRA)and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of lndia( Depositories and Participants) Regulations, 2018;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, to the extent applicable;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to the extent applicable;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 to the extent applicable;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Not Applicable during the Audit Period

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable during the Audit Period

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable during the Audit Period

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable during the Audit Period

(vi) The Management has identified and confirmed the following Laws as being specifically applicable to the Company:

1. Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations, 1992;

2. Rules, Regulations, Bye-Laws of National Stock Exchange India Limited and NSE Clearing Corporation of India Limited;

3. Rules, Regulations, Bye-Laws of BSE Limited and Indian Clearing Corporation Limited;

A. Rules, Regulations, Bye-Laws of Metropolitan Stock Exchange of India Limited (MSEI) and Metropolitan Clearing Corporation of India Ltd.(MCCIL)

We have also examined compliance with the applicable clauses/ Regulations of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. However, the Company is required to strengthen its process w.r.t Structured digital database in a manner specified under Regulation 3(5)of SEBI (Prohibition of Insider Trading) Regulations, 2015.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non Executive Directors and Independent Directors. 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.

Adequate notice is given to all directors to schedule the Board/Committee Meetings. Agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously or with requisite majority as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines.

We further report that during the audit period there was no specific events/actions took place having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

For Chandrasekaran Associates

Company Secretaries FRN: P1988DE002500 Peer Review Certificate No.: 1428/2021

Shashikant Tiwari

Partner

Membership No. F11919 Certificate of Practice No. 13050 UDIN: F011919E000339796

Date : May 20, 2023 Place: Delhi

Notes:

(i) This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

(ii) This report is limited to the statutory Compliances on laws/ regulations/ guidelines listed in our report which have been complied by the Company up to the date of this Report pertaining to financial year ended March 31,2023.

Annexure-A to Secretarial Audit report

To,

The Members BLB Limited

H. No. 4760-61/23,03rdFloor, Ansari Road, Daryaganj NewDelhi110002

1. Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

A. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of Management. Our examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For Chandrasekaran Associates

Company Secretaries FRN: P1988DE002500 Peer Review Certificate No.: 1428/2021

Shashikant Tiwari

Partner

Membership No. F11919 Certificate of Practice No. 13050 UDIN: F011919E000339796

Date : May 20, 2023 Place: Delhi

PARTICULARS OF REMUNERATION

The information required under Section 197(12) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201A of the Act and the Rules made thereunder, in respect of employees of the Company is follows:

(a) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2022-23;

Name of Director(s)

Ratio to Median Remuneration

Non- Executive Directors

Sh. Brij Rattan Bagri

N.A.

Sh. Keshav Chand Jain

N.A.

Smt. Dhwani Jain

N.A.

Sh. Deepak Sethi

N.A.

Sh. Gaurav Gupta

N.A.

Executive Directors

Sh. Anshul Mehra

7:1

(b) the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 2022-23;

Name of Person

% Increase in remuneration

Sh. Brij Rattan Bagri

N.A.

Sh. Keshav Chand Jain

N.A.

Sh. Anshul Mehra

20.08%

Smt. Dhwani Jain

N.A.

Sh. Deepak Sethi

N.A.

Sh. Gaurav Gupta

N.A.

Sh. Deepak Shrivastava, Chief Financial Officer

7.97%

Sh. Nishant Garud, Company Secretary

7.68%

(c) the percentage increase in the median remuneration of employees in the financial year 2022-23 was:5.82%

(d) the number of permanent employees on the rolls of Company:

The number of employees on the payroll of the Company as on March 31,2023 were 26 as against 24 in the previous Financial Year ending March 31,2022.

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

The average increase in salaries of employees excluding managerial personnel in 2022-23 was 16. A3 %.

The average increase in remuneration of Managerial Personnel was 14.02% for the financial year 2022-23.

The increase in salaries of employees excluding managerial personnel is FY 2022-23 is due to increase in number of total employees.

(f) Affirmation that the remuneration is as per the remuneration policy of the Company

The remuneration is as per the Nomination, Remuneration and Evaluation Policy for Directors, Key Managerial Personnel and other employees of the Company to whom it applies.

(g) Particulars of Employees pursuant to provisions of section 197 of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is hereby attached with this report as Annexure- VI.

For and on behalf of the Board of Directors of

BLB Limited

Brij Rattan Bagri Chairman DIN: 00007441

Place: New Delhi Date : August 9, 2023

PARTICULARS QF EMPLOYEES

Pursuant to provisions of section 197 of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration of the employees are given below:

(a) Top 10 Employee in terms of remuneration who were Employed throughout the financial year:

s. No. Name

Designation Remuneration (Amt. in Rs.) Nature of employment Department Qualification Experience (No. of Years) Date of

Commencement of employment

Age

(years)

Last employment before joining the Company % of Equity Capital held Relation with Director/ Manager of the Company

1 Anshul Mehra

Executive Director 18,77,840 Contractual Finance & Accounts B. Com., FCA 35 01-07-2011 57 BLB Commodities Ltd. Nil None

2 Deepak Shrivastava

Chief Financial Officer 9,19,800 Permanent Finance & Accounts B.A.(H) 30 14-07-1993 50 BLB Commodities Ltd. Nil None

3 Nishant Garud

Company Secretary 7,38,888 Permanent Secretarial CS, LLB B.Com 9 20-06-2019 32 Talbros

Automotive

Components

Limited

Nil None

4 Prashant Kumar

Manager- Legal & Administration 7,15,502 Permanent Legal B.Com, LLB 20 01-02-2019 45 SSN Management Group Nil None

5 Deepak Sharma

Manager-Accounts 6,69,923 Permanent Finance & Accounts B.Com (H), ACA 4 0-06-2020 29 VASA Denticity Ltd. (Dentalkart) Nil None

6 Amit Kumar

Dealer 6,59,633 Permanent Market

Operations

B.Com 7 02-05-2016 38 SS Corporate Securities Ltd. Nil None

7 Rajinder Pal

IT Administrator 6,58,550 Permanent IT BCA 14 01-01-2022 35 Divya Capital One Pvt. Ltd. Nil None

8 Rahul Sharma

Manager- Legal & Administration 6,18,334 Permanent Legal &

Administration

MBA 13 O 2 2021 40 Rhiti Sports Nil None

9 Jagdish Singh Mehra

Executive

Accounts

4,21,758 Permanent Finance & Accounts MBA 12 01-03-2021 32 Delmos Aviation Pvt Ltd Nil None

10 Vivek Chandra

Fundamental

Analyst

3,72,000 Permanent Market

Operations

PGDM

Finance

4 01-01-2022 29 BDC Distribution Pvt. Ltd. Nil None

(b) Employees who were in the receipt of remuneration aggregating Rs. 1,02,00,000 or more per annum : None

(c) Employed for part of the financial year and was in receipt of remuneration not less than Rs. 8,50,000 per month : None

(d) Employee who was in receipt of remuneration in excess of that drawn by the Managing Director or whole time director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company: None

Note: There were no employee in the Company, throughout the financial year or part of the year, who were in receipt of remuneration aggregating Rs. 1,02,00,000 or more per annum orRs.8,50,000per month.

For BLB Limited

Brij Rattan Bagri Chairman DIN: 00007441

Place: New Delhi Date: August 9, 2023