BLB Ltd Directors Report

Dear Members,

Your Directors take immense pleasure in presenting their Focty-Fouth (44th) Annual Repot together with the Audited Financial Statements of BLB Limited (“the Company”) for the Financial Year 2024-25 (“Review PeDiod”).

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The audited standalone financial statements of the Company, which focm a pat of this Annual Repot, have been prepared in accordance with the provisions of the Companies Act 2013, Regulation 33 of the Secuities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 and the Indian Accounting Standards.

The summaDized Audited results of your Company for the Financial Year ended on 31.03.2025 with comparative for the previous financial year ended on 31.03.2024 are given in the table below:

(Rs. In Lakhs)

Pauticulars	Financial Year ended
	March 31, 2025	March 31, 2024
Revenue from Operations	53,923.37	31,438.27
Other Income	0.50	19.38
Expenses	(53,272.99)	(30,966.42)
Profit/ (loss) before Depreciation, Finance Costs, Exceptional	650.88	491.23
items and Tax Expense
Less: Depreciation/ Amoctization/ Impai?ment	(12.26)	(18.56)
Profit /(loss) before Finance Costs, exceptional items and Tax	638.62	472.67
Expense
Less: Finance Costs	(106.29)	(123.12)
Profit / (loss) before Exceptional items and Tax Expense	532.33	349.55
Add/ Less: Exceptional items	-	-
Profit / (loss) before Tax Expense	532.33	349.55
Less: Tax Expense (Curent & DefeDred)	(146.27)	(88.44)
Profit / (loss) for the year	386.06	261.11
Other Comprehensive Income/(loss)	(280.66)	0.20
Total Comprehensive Income/ (loss)	105.40	261.31
Basic Eanings Per Share (in Rs.)	0.73	0.49
Diluted Eanings Per Share (in Rs.)	0.73	0.49

Notes:

(1) 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.

The tunover of your Company had increased to Rs. 53,923.37 lakhs as against Rs. 31,438.27 lakhs in the previous financial year and profit after tax had increased to Rs. 386.06 Lakhs as against Rs. 261.11 Lakhs in the previous financial year.

2. RESERVES AND SURPLUS

The Board of Directors of your Company has decided not to transfer any amount to ReseCves for the Financial Year 2024-25.

3. DIVIDEND

The Board of Directors of your Company has decided that with a view of strengthening the capital base, it would be pudent not to recommend any dividend for the Financial Year 2024-25.

4. STATE OF COMPANYS AFFAIRS

a) Segment Wise Position of Business- The main business of the Company is in trading and investment in Shares and Secuities 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 duing 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 staTting from 01st Apil and ending on 31st March.

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

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

g) Any other mateDial event having an impact on the affairs of the Company-

Duing the previous financial year, Sh. BDij Rattan Bagui, the promoter of our Company (SelleD) has entered into a Share Sale and Purchase Agreement (SSPA) on 17th Janua?y, 2024 with M/s. Dream Achiever Consultancy Sevices Pxivate Limited (AcquireD) under which the Acquirer proposes to acquire 1,94,74,671 equity shares representing 36.84% of the paid-up share capital of the Company at INR 1/- each equity share amounting to total consideration of Rs. 43.82 Crores (approx.)

Pursuant to enteDing into such Share Sale and Purchase Agreement (SSPA), the Acquirer has tTiggered the requirement to make an open offer to the shareholders of the Company in teDms of Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011. The Acquirer have announced an Open Offer for acquisition of upto 1,37,44,967 (One Crore Thitty-Seven Lakh Focty-Four Thousand Nine Hundred Sixty-Seven) Equity Shares of Face Value INR 1/- (Rupee One Only) Each Representing 26% of the Equity and Voting Share Capital of the Company, at a Pxice of 22.60/- (Rupees Twenty-Two and Sixty Paisa Only) Per Fully Paid-Up Equity Shares of the Company.

However, the Company had received a letter from Sh. BDij Rattan Bagui on June 11, 2024 regarding the receipt of TeDmination Letter by him on his e-mail on June 10, 2024 from the Acquirer w.r.t. the aforesaid SSPA dated Janua?y 17, 2024.

Fucther, Sh. BDij Rattan Bagui, the Promoter of the Company, vide his letter dated June 14, 2024 had infocmed the Company about teDmination of the aforesaid SSPA.

Other than above, no mateDial event took place duing the FY 2024-25 having an impact on the affairs of the Company.

5. CHANGE IN NATURE OF BUSINESS

Duing the FY 2024-25, there were no changes in nature of business of the company. The main business of company continued to be trading and investment in Shares and Secuities.

6. MATERIAL CHANGES AND COMMITMENT

Sh. BDij Rattan Bagui vide his letter dated June 11, 2024 had infocmed the Company regarding the receipt of TeDmination Letter by him on his e-mail on June 10, 2024 from the Acquirer w.r.t. the SSPA dated Janua?y 17, 2024 executed by him with the acquirer. Fucther, Sh. BDij Rattan Bagui, the Promoter of the Company, vide his letter dated June 14, 2024 had infocmed the Company about teDmination of the aforesaid SSPA.

Except the above, there have been no mateDial changes and commitments affecting the financial position of the Company which have occured between the end of financial year of the Company to which the Financial Statements relate and the date of this repot.

7. DETAILS OF REVISION OF THE FINANCIAL STATEMENT OR REPORT

There has been no revision in the Financial Statements and Board repot duing the Financial Year under review.

8. SHARE CAPITAL

The Authoized Share Capital of your Company as on March 31, 2025 stood at Rs. 31,50,00,000/- compising 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, 2024.

The Issued, Subsc ibed and Paid-up Equity Share Capital of your Company as on March 31, 2025, stood at Rs. 5,28,65,258/-, compising of 5,28,65,258 Equity shares of Re. 1/- each fully paid-up and remained unchanged as compared to March 31, 2024.

Fucther, no Capital reduction/ buyback/ change in voting ights have been undetaken duing the FY

2024-25.

9. CHANGES IN SHARE CAPITAL AND DISCLSOURES

There was no change in the paid up Share Capital of the Company duing the financial year 2024-25.

Equity Shares or Other ConveDtible Secuities:

The Company has not issued any equity shares or other conveDtible secuities duing the year under review.

Equity Shares with Differential Rights:

The Company has neither issued any equity shares with differential ights duing the year under review nor are any such equity shares outstanding as on March 31, 2025.

Sweat Equity Shares:

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

Employee Stock Options:

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

Voting Rights not directly exercised by Employees:

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

Debentures, Bonds or other Non- conveDtible Secuities:

The Company has not issued any Debentures, Bonds or other non- conveDtible secuities duing the FY

2024-25.

Also, Chapter XII of SEBI Master Circular SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated 10th August 2021, amended as on 7th July 2023 regarding Large Corporates (LC) is not applicable to the Company for the FY

2024-25.

Waurants:

The Company has not issued any Waurants duing the year under review.

Credit Rating of Secuities:

The Company has not obtained any Credit Rating of Secuities duing the year under review.

Bonus Shares:

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

10. INVESTOR EDUCATION AND PROTECTION FUND

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

Fucther, according to the ules, the shares on which the dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transfeDred to the demat account of the IEPF Authoity.

Duing the FY 2024-25, there was no unclaimed and unpaid dividends which was required to be transfeDred to IEPF Authoity. Detailed list of dividend amount and Shares already transfeDred to IEPF

Authoity is available on the website of the Company viz. “www.blblimited.com”.

11. NODAL OFFICER

In accordance with the provisions of sub-ule (2A) of Rule 7 of Investor Education and Protection Fund Authoity (Accounting, Audit, Transfer and Refund) Rules, 2016, Sh. Nishant Gaud, Company SecretaTy 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 MANAGERIAL PERSONNEL OF THE COMPANY

Inductions:-

Duing the year under review, pursuant to the recommendation of Nomination and Remuneration Committee, Board of Directors and approval of the members of the Company in the 43rd AGM:-

O Sh. BDij Rattan Bagui (DIN: 00007441) was designated and appointed as Managing Director of the Company w.e.f. September 26, 2024 for a peiod of 3 years.

O Smt. Anita Shatma (DIN: 07225687) had been appointed as an Independent Director of the Company w.e.f. September 26, 2024.

Also, pursuant to the recommendation of Nomination and Remuneration Committee and approval of the Board, Ms. Nanditaa Bagui had been appointed as Senior Research Analyst (Senior Management Personnel) of the Company w.e.f. August 30, 2024.

No new appointments of Director or Key Manageial Personnel (KMP), except above, were made duing the FY 2024-25.

Resignations:-

Smt. Dhwani Jain (DIN: 06985038) ceased to be Non-Executive Independent Director of the Company on account of completion of her second and final teDm w.e.f. close of business hours on October 19, 2024.

No Director or KMP, other than above, had resigned duing the FY 2024-25.

Appointments/ Re-appointments:-

Members of the Company in the 43rd AGM held on September 26, 2024 had re-appointed:-

O Sh. BDij Rattan Bagui (DIN: 00007441), as a Director of the Company liable to retire by rotation.

O Sh. Anshul Mehra (DIN: 00014049), as an Executive Director of the Company for a teDm of three years w.e.f. August 1, 2025 to July 31, 2028.

O Sh. Deepak Sethi (DIN: 01140741), as an Independent Director of the Company for another teDm of 5 consecutive years w.e.f. September 28, 2025 to September 27, 2030.

O Sh. Gaurav Gupta (DIN: 00531708), as an Independent Director of the Company for another teDm of 5 consecutive years w.e.f. September 28, 2025 to September 27, 2030

Fucther, Sh. Anshul Mehra (DIN: 00014049) Executive Director of the Company retires by rotation at the focthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the same for your approval.

Women Director

In teDm of the provisions of section 149 of the Companies Act, 2013, and Regulation 17(1)(a) of the SEBI

(LODR) Regulations, 2015, the Company shall have at least one-woman Director on the Board. Your Company has Smt. Anita Shatma (DIN: 07225687) as the Women Director on the Board of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

Smt. Anita Shatma (DIN: 07225687), 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 citeDia 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 integity, expetise and expeience (including the proficiency).

Fucther, all the Independent Directors of your Company have confi?med their registration/ renewal of registration, on Independent Directors Databank.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the citeDia of independence as laid down under Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. Fucther, in teDms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confi?med that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any exteDnal influence. In the opinion of the Board, the Independent Directors possess the requisite expetise and expeience and are persons of high integity and repute. Based on the aforesaid declarations received from Independent Directors, the Board of Directors confi?ms that Independent Directors of the Company fulfill conditions specified in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management.

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company has convened and held a separate meeting of Independent Directors on March 31, 2025.

15. FAMILIARIZATION PROGRAMMES

The Company has familiaized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industy in which the Company operates, business model of the Company, vaious businesses in the group etc.

The details of the familiaization Program are available on the website of the Company at https://www.blblimited.com/pdf-investors/FP-FY2024-25.pdf

16. CODE OF CONDUCT

Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors and senior management personnel of the Company have affimed compliance with the Code of Conduct of the Company.

17. DETAILS OF BOARD MEETINGS

Duing the FY 2024-25, 7 (seven) Board meetings were held, details of which along with attendance details of directors are given in the relevant paragraphs of Corporate GoveDnance Repot which focms pat of this repot. The inteDvening gap between the meetings was within the peiod prescCibed under the Companies Act, 2013 and Regulations 17 of the SEBI (LODR) Regulations, 2015.

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 teDms of reference are given in the relevant paragraphs of Corporate GoveDnance Repot which focms pat of this repot. Fucther, details of respective committee meetings held duing the year along with the attendance details of members are given in the relevant paragraphs of Corporate GoveDnance Repot which focms pat of this repot.

19. RECOMMENDATIONS OF COMMITTEES

Your Board has accepted all the recommendation(s) made by the all the Committees duing the FY 2024-25 and up to the date of this repot.

20. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of your Company has framed a “Nomination, Remuneration and Evaluation Policy” on directocs appointment and remuneration including citeDia for deteDmining qualifications, positive attTibutes, 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 pefocmance evaluation policy which is displayed on the website of the company, viz. https://www.blblimited.com/pdf-investors/1651492791NRC%20Policy.pdf, for evaluating its own pefocmance, its Committees and Individual Directors, including Independent Directors.

Pursuant to the Section 134(3)(p) and Schedule IV of the Companies Act, 2013 read with Regulation 17 of the Listing Regulations, the Board of Directors have cauied out an evaluation of Independent Directors, the directors individually, as well as the evaluation of the working of its Committees.

Based on the PeDfocmance Evaluation cauied out by the Board of the Company, the pefocmance of the Board and its Committees and Individual Directors of the Company was found satisfactocy.

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 March 31, 2025, where Independent Directors, reviewed the pefocmance of Non Independent Directors, the Board as a whole, Chaiman of the Company and found their pefocmances to be satisfactocy.

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 Subsidiay Company. So, the Whole Time Director of the Company was not in receipt of commission from the Holding Company or commission/ remuneration from its Subsidiay Companies.

23. DIRECTORS RESPONSIBILITY STATEMENT

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

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

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pudent so as to give a tTue 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 peiod;

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 i regulacities;

d. the directors had prepared the annual accounts on a going conce?n basis;

e. the directors, had laid down inteDnal financial controls to be followed by the Company and that such inteDnal 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 inteDnal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The inteDnal control process and systems provide a reasonable assurance in respect of providing financial and operational infocmation, complying with applicable statutes, safeguarding of assets of the Company and ensuing compliance with corporate policies. Procedures to ensure confocmance with the policies, processes and standards have been put in place coveDing all activities.

The processes and financial activities are subjected to independent audits by inteDnal auditors as well as statutocy auditors. Implementations of recommendations from vaious audit repots are regularly monitored by the senior management.

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

For the FY 2024-25, no Fraud has been repoted by Auditors of the Company in teDms of Section 143(12) of the Companies Act, 2013.

26. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

Duing the Financial Year under review, there has been no subsidiay, joint venture or associate company of the Company.

27. PUBLIC DEPOSIT

Duing the FY 2024-25, your Company had not accepted any deposits from public and as such, no amount on account of pincipal or interest on deposits from public was outstanding as on the date of the balance sheet.

Fucther, the Company has taken loan from Sh. BDij Rattan Bagui, Director of the Company duing the FY

2024-25 out of his own funds and the same is disclosed in Note No. 33 of Financial Statements.

28. LOANS, GUARANTEES AND INVESTMENTS

Paticulars of Investments, as per the provision of Section 186 of the Companies Act, 2013 are provided in Note No. 4 of Financial Statements. No loan or Guarantee was given by the company duing the FY

2024-25.

29. RELATED PARTY TRANSACTIONS

The Company has adopted a Related Paty Transaction Policy which is also available on the website of the Company viz https://www.blblimited.com/pdf-investors/1651492878RPT%20Policy.pdf. In the policy, the citeDia for deteDmining the mateDial transactions has been defined.

Duing the FY 2024-25, all transactions entered into with related paties were approved by the Audit Committee including omnibus approval. As per the Listing Regulations, if any related paty transaction exceeds Rs. 1,000 crore or 10% of the annual consolidated tunover as per the last audited financial statement whichever is lower, would be considered as mateDial and require Members approval.

The contracts or aurangements with related paties refeDred to in sub-section (1) of Section 188 read with Section 2(76) of the Companies Act, 2013 entered into by the Company were in the ordinay course of business and on aums length basis.

The prescCibed Focm AOC-2 is enclosed and focms pat of this Repot as Annexure-II. Your directors draw attention of members to Note No. 33 to the financial statements which set out related paty disclosures.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Duing the year, the provisions of Corporate Social Responsibility (“CSR”) in teDms of Section 135 of the Companies Act 2013 read with ules made thereunder were applicable on the Company.

The CSR Committee compises of three directors including one independent director as detailed below:

1. Sh. BDij Ratan Bagui Chaiman, Managing Director

2. Sh. Anshul Mehra Member, Executive Director

3. Smt. Anita Shatma Member, Independent Director

The detailed composition and teDms of reference of the committee can be refeDred in the Corporate GoveDnance Repot annexed to this Annual Repot.

The Company had spent excess amount approx. Rs 21.23 Lacs duing the previous financial year 2022-23 towards CSR Expenditure. Duing the financial year 2024-25, on recommendation of CSR Committee, the Board of Directors had approved to cauy focward the excess amount to be set off from CSR

Expenditure for the curent financial year 2024-25. Accordingly, the CSR expenditure for the financial year 2024-25 was set off by cauy focward of excess amount from the previous year.

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 https://www.blblimited.com/pdf-investors/1663390167CSR%20Policy.pdf.

Fucther, the details of actual CSR spending/ cauy focward of excess amount of the Company on vaious activities can be refeDred from the Annual Repot on Corporate Social Responsibility Activities as is annexed to this Repot 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 as under:

32. RISK MANAGEMENT POLICY

a. Development: In teDms 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 peiodically.

b. Implementation: The Company recognizes that isk is an integral and unavoidable component of business and hence is committed to managing the isk in a proactive and effective manner. The Risk Management Policy approved by the Board has been effectively implemented. The Companys Management systems, organizational stuctures, processes, standards, code of conduct and behaviors together focm the Risk Management System of the Company and are managed accordingly. In the opinion of Board, none of the isks 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 isks faced by the Company include Market Risk, Technology isk, Operational Risk, Reputation Risk, Financial and Accounting Risk, Regulatocy and Compliance Risk, Human Resource Risk and Business Continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key isks. A platfocm for exception repoting of violations is in place which is reviewed regularly and remedial measures are being undetaken immediately. The isk management process consists of isk identification, isk assessment, isk pioitization, isk treatment or mitigation, isk monitocing and documenting the new isks. Vauious isk management policies as prescCibed 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 repot genuine conce?ns including any unethical behavior, actual or suspected frauds taking place in the Company for appropiate action or repoting.

The functioning of the vigil mechanism is reviewed by the Audit Committee peiodically. 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 https://www.blblimited.com/pdf-investors/1577344056Vigil%20Mechanism%20policy.pdf

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or mateDial orders were passed by the regulators or coucts or tTibunals impacting the going conce?n status and the Companys operations in future.

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

M/s. VSD & Associates, Chattered Accountants, vide their letter dated August 14, 2024, have resigned from the position of Statutocy Auditors of the Company due their other professional assignments and pre occupation, resulting into a casual vacancy in the office of Statutocy Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013.

The Board of Directors at its meeting held on August 30, 2024, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies Act 2013, appointed M/s. Ram Rattan & Associates, Chattered Accountants, (FRN: 004472N), to hold office as the Statutocy Auditors of the Company till the conclusion of 43rd AGM and to fill the casual vacancy caused by the resignation of M/s. VSD & Associates, Chattered Accountants, subject to the approval of the members in the focthcoming general meeting of the Company.

Fucther, on the recommendation of the Audit Committee, the Board of Directors had also recommended to the members, the appointment of M/s. Ram Rattan & Associates, Chattered Accountants (FRN: 004472N) as the Statutocy Auditors of the Company for a teDm of 5 (five) consecutive years from the conclusion of ensuing 43rd AGM until the conclusion of the 48th AGM of the Company.

The repot of the Statutocy Auditors along with Notes on Financial Statements for the year ended March 31, 2025 is enclosed with the Annual Repot. The Statutocy Auditors of the Company have not repoted 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, reseCvation, adverse remarks or disclaimer in the Auditors Repot on Financial Statements.

36. SECRETARIAL AUDITOR AND THEIR REPORT

In teDms of Section 204 of the Companies Act, 2013 and Rules made there under, Company had appointed M/s. Chandrasekaran Associates, Practicing Company SecretaTies, to conduct the SecretaTial Audit of the Company for the financial year 2024-25.

The repot of the SecretaTial Auditors for the financial year 2024-25 is enclosed as Annexure-IV to this repot. There are no qualification, obsevations, disclaimer, adverse remark or other remarks in the SecretaTial Auditors Repot.

SEBI vide notification dated December 12, 2024, amongst other, amended Regulation 24A of the SEBI

(LODR) Regulations, 2015. The said amended Regulation 24A stipulates that listed companies shall undetake secretaTial audit by a secretaTial auditor who shall be a peer reviewed company secretaTy.

Fucther, as per Regulation 24A, the appointment/ re-appointment of an individual as a secretaTial auditor cannot be for more than one teDm of five consecutive years and in case the secretaTial auditor is a secretaTial audit fim, it cannot be for more than two teDms of five consecutive years and such an appointment/ re-appointment shall be approved by the members of the Company at its AGM.

In view of the aforesaid, the Board of Directors of the Company, on the recommendation of the Audit Committee at its meeting held on July 22, 2025, appointed M/s. Meenu S. & Associates, Company SecretaTies (FRN: S2021UP805000) (Peer Review No. 2613/2022), as the SecretaTial Auditor of the Company, for a peiod of five consecutive financial years commencing from Apil 1, 2025 to March 31, 2030, subject to approval of the Members of the Company at the focthcoming AGM.

37. INTERNAL AUDITOR AND THEIR REPORTS

M/s. Sarat Jain & Associates, Chattered Accountants, (FRN: 014793C) are the InteDnal Auditors of the Company and they had conducted the half yearly InteDnal Audit duing the year ended March 31, 2025.

The peiodic repots of the said inteDnal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to corect any obseved deficiencies on the working of the vaious depatments.

38. COMPLIANCES OF SECRETARIAL STANDARDS

The Company has complied SecretaTial Standards issued by the Institute of Company SecretaTies of India and notified by the Ministy of Corporate Affairs duing the FY 2024-25.

39. ANNUAL RETURN

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual retuTn can be accessed on our website at www.blblimited.com at the link https://www.blblimited.com/annual-retuTn

40. PARTICULARS OF EMPLOYEES

The infocmation as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Manageial Personnel) Rules, 2014 in respect of employees of the Company focms pat of this repot as an Annexure-V & VI.

Number of employees as on the closure of financial year

Female	Nil
Male	42
Transgender	Nil

41. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter refeDred as Listing Regulations), a separate repot on Corporate GoveDnance is appended along with the Compliance Cetificate from M/s. Chandrasekaran Associates, Practicing Company SecretaTies, which focms pat of this repot as an Annexure-VII.

The Management Discussion and Analysis Repot for the FY 2024-25, as stipulated under the Listing Regulations is presented in a separate section, which focms pat of this repot as an Annexure- VIII.

42. COST RECORDS

Duing the FY 2024-25, the Company is engaged in trading business in Shares, Secuities and Commodities and it was exempted from maintenance of Cost records as specified by Central GoveDnment 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 endeavors to create and provide an environment that is free from discimination, intimidation, abuse and harassment including sexual harassment.

It is also believed that, its the responsibility of the organization to protect the integity 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.

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

The following is a summaDy of sexual harassment complaints received and disposed off duing the FY

2024-25:

Number of complaints pending as on the beginning of the financial year : Nil Number of complaints filed duing the financial year : Nil Number of Sexual Harassment Complaints pending beyond 90 days : Nil

Statement that company has complied with MateDnity Benefit Act

The Company do not have any female employee duing the financial year ended March 31, 2025

In accordance with the provisions of the MateDnity Benefit Act, 1961, as amended, and in alignment with the pinciples of SEBI (LODR) Regulations, 2015, paticularly Schedule V relating to corporate goveDnance disclosures, the Board affims that the Company has fully complied with all applicable laws and regulations relating to mateDnity benefits duing the financial year under review. The Company has adopted employee-centic policies that are compliant with statutocy requirements.

Duing the F.Y. 2024-25, the Company was not required to grant mateDnity leave and related benefits all eligible women employees as there were no female employee employed duing the year.

Fucther, due to no female employees duing the F.Y. 2024-25, the Company was not required to comply with the requirements relating to creche facilities, as specified under the MateDnity Benefit (Amendment) Act, 2017 and availability of medical bonus, nursing breaks, and retuTn-to-work suppot, etc.

The Company had maintained a discimination-free and suppotive workplace, in line with the non-disciminatocy employment practices outlined under the SEBI LODR framework.

The Companys HR policies and practices are peiodically reviewed to ensure compliance with evolving legal and regulatocy requirements, and to promote the welfare of all employees. The Board remains committed to upholding the highest standards of corporate goveDnance and employee well-being.

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

Your Company has focmulated Code of Conduct for Prevention of Insider Trading in Companys Secuities (“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 pice sensitive infocmation and to prevent any insider trading activity by dealing in shares of the Company by its Designated Persons. Sh. Nishant Gaud, Company SecretaTy and Compliance Officer of the Company is authoized 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 FY 2024-25 as the company has no subsidiaies or associate company as on date.

46. HUMAN RESOURCES MANAGEMENT

Your Company treats its “human resources” as one of its most impotant assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

47. ONE TIME SETTLEMENT

Duing the FY 2024-25, the company has not entered into any one-time settlement with Banks or Financial Institutions duing the year, therefore, there was no repotable instance of difference in amount of the valuation.

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

BANKRUPTCY CODE, 2016

Duing the FY 2024-25, no application was made by the company and accordingly, no proceeding is pending under the Insolvency and Bankuptcy Code, 2016.

49. ACKNOWLEDGEMENT

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

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

Your Directors also thank Regulators, Stock Exchanges and other Statutocy Authoities for their continued suppot.

For and on behalf of the Board of Directors of BLB Limited

Place : New Delhi Date : July 22, 2025

Sd/-BDij Rattan BagTi Chaiman & Managing Director DIN: 00007441