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BLB Ltd Directors Report

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Jul 1, 2026|09:20:19 PM

BLB Ltd Share Price directors Report

Dear Members,

Your Directors take immense pleasure in presenting their Focty-Fifth (45th) Annual Repofit together with the Audited (Standalone and Consolidated) Financial Statements of BLB Limited (“the Company”) for the Financial Year 2025-26 (“Review PeDiod”).

FINANCIAL SUMMARY AND HIGHLIGHTS

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

A summaDy of the Companys financial pe_focmance, both on standalone and consolidated basis, for the financial year 2025-26 as compared to previous financial year 2024-25 is as under:

Pauticulars

Standalone Consolidated
2025-26 2024-25 2025-26 2024-25
Revenue from Operations 74,401.40 53,923.37 74,401.40 53,923.37
Other Income 219.52 0.50 219.52 0.50
Expenses (70,012.17) (53,272.99) (70,016.31) (53,272.99)
Profit/ (loss) before Depreciation, Finance Costs, 4,608.75 650.88 4,604.61 650.88
Exceptional items and Tax Expense
Less: Depreciation/ AmoDtization/ Impai_ment (14.55) (12.26) (14.55) (12.26)

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

4,594.20 638.62 4,590.06 638.62
Less: Finance Costs (138.73) (106.29) (138.73) (106.29)

Profit/ (loss) before Exceptional items and Tax

4,455.47 532.33 4,451.33 532.33

Expense

Add/ Less: Exceptional items - - - -

Profit / (loss) before Tax Expense

4,455.47 532.33 4,451.33 532.33
Less: Tax Expense (CuLrent & DefeDred) (1,120.18) (146.27) (1,119.14) (146.27)

Profit / (loss) for the year

3,335.29 386.06 3,332.19 386.06
Other Comprehensive Income/(loss) 13.50 (280.66) 13.50 (280.66)

Total Comprehensive Income/ (loss)

3,348.79 105.40 3,345.69 105.40
Basic Ea_nings Per Share (in Rs.) 6.31 0.73 6.30 0.73
Diluted Ea_nings Per Share (in Rs.) 6.31 0.73 6.30 0.73

Notes:

(1) The above figures are extracted from the audited standalone & consolidated financial statements of the Company. (2) The amount shown in bracket () in the above table are negative in value.

(3) The consolidated financial results include the financial position of M/s. BLB Growth Ventures Pxivate Limited, incorporated on Janua?y 10, 2026 as a wholly owned subsidia_y. Accordingly, previous year figures are not fully comparable with the cufirent financial year 2025-26.

The annual Audited Financial Statements for the financial year ended March 31, 2026 have been prepared in accordance with the applicable provisions of the Companies Act 2013 (“the Act”), Indian Accounting Standards (“IND AS”) and the Secu_ities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), if any.

Fucther, in accordance with the provisions of the Act and the SEBI Listing Regulations read with IND AS 110 on Consolidated Financial Statements, the consolidated audited financial statement for the financial year ended March 31, 2026 along with Auditocs Repofit for the Financial Year ended March 31, 2026 focms pafit of this Annual Repofit.

FINANCIAL PERFORMANCE

Du_ing the financial year under review, the Company delivered an exceptional financial pe_focmance, reflecting the strength of its business model, effective execution of strategic initiatives and favorable market conditions.

The tu_nover of your Company had increased to Rs. 74,401.40/- Lacs as against Rs. 53,923.37/- Lacs in the previous financial year and profit after tax had increased to Rs. 3,335.29/- Lacs as against Rs. 386.06/- Lacs in the previous financial year, reflecting a substantial growth over the preceding financial year.

The growth in profitability was p_ima ily attTibutable to increased revenue generation, improved operational pe_focmance, adding commodities trading besides equity, optimization of costs, and effective business strategies implemented du_ing the year. The Board places on record its appreciation for the effocts of the management and employees whose cont_ibutions have enabled the Company to achieve these encouraging results.

The Company remains committed to strengthening its market position, improving operational efficiencies, and deliveDing sustainable growth in the years ahead.

RESERVES AND SURPLUS

The Board of Directors of your Company has decided not to transfer any amount to ReseCves for the Financial Year 2025-26.

DIVIDEND

The Board of Directors of your Company has decided that with a view of strengthening the capital base, it would be p_udent not to recommend any dividend for the Financial Year 2025-26.

STATE OF COMPANYS AFFAIRS

O Segment Wise Position of Business - The main business of the Company is in trading and investment in Shares and Secu_ities and is in Single Segment.

O 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).

O Key Business Developments - No key business developments took place du_ing the year under review.

O 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 Ap_il and ending on 31st March.

O Capital Expenditure Program - There have been no Capital Expenditure Program du_ing the year under review and also not likely in the future.

O Developments, Acquisition and assignment of mateDial Intellectual Propefity Rights - There are no mateDial developments, acquisitions and assignments of mateDial Intellectual Propefity Rights that took place du_ing the year under review.

O Any other mateDial event having an impact on the affairs of the Company- There are no mateDial event having an impact on the affairs of the Company.

CHANGE IN NATURE OF BUSINESS

Du_ing the FY 2025-26, 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 Secu_ities.

MATERIAL CHANGES AND COMMITMENT

There have been no mateDial changes and commitments affecting the financial position of the Company between the end of the financial year and date of this repofit.

DETAILS OF REVISION OF THE FINANCIAL STATEMENT OR REPORT

There has been no revision in the Financial Statements and Board repofit du_ing the Financial Year under review.

SHARE CAPITAL

The Autho_ized Share Capital of your Company as on March 31, 2026 stood at Rs. 31,50,00,000/- comp_ising 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, 2025. The Issued, Subsc ibed and Paid-up Equity Share Capital of your Company as on March 31, 2026, stood at Rs. 5,28,65,258/-, comp_ising of 5,28,65,258 Equity shares of Re. 1/- each fully paid-up and remained unchanged as compared to March 31, 2025.

Fucther, no Capital reduction/ buyback/ change in voting _ights have been undefitaken du_ing the FY 2025-26.

CHANGES IN SHARE CAPITAL AND DISCLOSURES

There was no change in the paid up Share Capital of the Company du_ing the financial year 2025-26.

O Equity Shares or Other ConveDtible Secu_ities - The Company has not issued any equity shares or other conveDtible secu_ities du_ing the year under review.

O Equity Shares with Differential Rights - The Company has neither issued any equity shares with differential _ights du_ing the year under review nor are any such equity shares outstanding as on March 31, 2026.

O Sweat Equity Shares - The Company has not issued any Sweat Equity Shares du_ing the year under review.

O Employee Stock Option - The Company has not provided any Employee Stock Option Scheme to the employees du_ing the year under review.

O 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.

O Debentures, Bonds or other Non- convefitible Secu_ities - The Company has not issued any Debentures, Bonds or other non- conveDtible secu_ities du_ing the FY 2025-26. 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 2025-26.

O Waurants - The Company has not issued any Waurants du_ing the year under review.

O Credit Rating of Secu?ities - The Company has not obtained any Credit Rating of Secu_ities du_ing the year under review.

O Bonus Shares - The Company has not issued any Bonus Shares du_ing the year under review.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education and Protection Fund Autho_ity (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 Autho_ity. Du_ing the FY 2025-26, there was no unclaimed and unpaid dividends which was required to be transfeDred to IEPF Autho_ity. Detailed list of dividend amount and Shares already transfeDred to IEPF Autho_ity is available on the website of the Company viz www.blblimited.com.

NODAL OFFICER

In accordance with the provisions of sub-_ule (2A) of Rule 7 of Investor Education and Protection Fund Autho_ity (Accounting, Audit, Transfer and Refund) Rules, 2016, Sh. Nishant Ga_ud, 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 https://www.blblimited.com/contact-us.

DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY

As on March 31, 2026, the Company has 7 (seven) Directors with an optimum combination of Executive and Non-Executive Directors.

Appointment:-

Du_ing 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 44th AGM:-

O Sh. Deepak Sh_ivastava (DIN: 07231480), who was appointed as an Additional Director of the Company w.e.f. May 20, 2025, was regulacized as Non-Executive Director of the Company w.e.f. August 18, 2025.

O Sh. Dinesh Rajvanshi (DIN: 11191548) was appointed as an Independent Director of the Company w.e.f. August 18, 2025.

Re-appointment at the last AGM:-

O Members of the Company in the 44th AGM held on August 18, 2025 had re-appointed Sh. Anshul Mehra (DIN: 00014049), as a Director of the Company liable to retire by rotation.

No new appointments of Director or Key Manage_ial Personnel (KMP), except above, were made du_ing the FY 2025-26.

Resignations:-

O Sh. Keshav Chand Jain (DIN: 00007539) had resigned from the position of Non-Executive Director of the Company w.e.f. May 19, 2025.

O Ms. Nanditaa Bagui, Senior Management Personnel (SMP) had resigned from the position of Senior Research analyst w.e.f. Ap_il 15, 2025.

No Director or KMP, other than above, had resigned du_ing the FY 2025-26.

Director liable to retire by rotation:-

Sh. BDij Rattan Bagui (DIN: 00007441) Managing 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.

DECLARATION BY INDEPENDENT DIRECTORS

Smt. Anita Shatma (DIN: 07225687), Sh. Deepak Sethi (DIN: 01140741), Sh. Gaurav Gupta (DIN: 00531708) and Sh. Dinesh Rajvanshi (DIN: 11195148) 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 integ_ity, expefitise and expe_ience (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 expefitise and expe_ience and are persons of high integ_ity 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.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was held on March 9, 2026, where Independent Directors, reviewed the pe_focmance of Non Independent Directors, the Board as a whole, Chai_man of the Company and found their pe_focmances to be satisfactocy.

FAMILIARIZATION PROGRAMMES

The Company has familia_ized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of indust_y in which the Company operates, business model of the Company. The familia_ization sessions are conducted through presentations, b iefings and interactions with senior management, as and when required.

Details of the familia_ization Program for Independent Directors are also available on the website of the Company at https://www.blblimited.com/pdf-investors/FP-FY2025-26.pdf.

CODE OF CONDUCT

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

DETAILS OF BOARD MEETINGS

Du_ing the FY 2025-26, 9 (nine) Board meetings were held, details of which along with attendance details of directors are given in the relevant paragraphs of Corporate GoveDnance Repofit which focms pafit of this repofit.

The inteDvening gap between the meetings was within the pe_iod prescCibed under the Companies Act, 2013 and Regulations 17 of the SEBI (LODR) Regulations, 2015.

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 Repofit which focms pafit of this repofit.

Fucther, details of respective committee meetings held du_ing the year along with the attendance details of members are given in the relevant paragraphs of Corporate GoveDnance Repofit which focms pafit of this repofit.

RECOMMENDATIONS OF COMMITTEES

Your Board has accepted all the recommendation(s) made by all the Committees du_ing the FY 2025-26 and up to the date of this repofit.

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 available on Companys website at https://www.blblimited.com/pdf-investors/1651492791_NRC%20Policy.pdf.

It is affi_med that the remuneration paid to the Directors, Key Manage_ial Personnel and all other Employees is as per the Remuneration Policy of the Company. Details of remuneration paid to Directors/ KMPs are provided in the Corporate GoveDnance Repofit, focming pafit of this Annual Repofit.

EVALUATION OF BOARD PERFORMANCE

The Board of Directors has ca_uied out an annual evaluation of its own pe_focmance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The pe_focmance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of citeDia such as the board composition and stflucture, effectiveness of board processes, infocmation and functioning, etc.

The pe_focmance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of citeDia such as the composition of committees, effectiveness of committee meetings, etc.

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 9, 2026, where Independent Directors, reviewed the pe_focmance of Non Independent Directors, the Board as a whole, Chai_man of the Company and found their pe_focmances to be satisfactocy.

The overall outcome of the Board evaluation process was positive and the Directors expressed satisfaction with the pe_focmance and effectiveness of the Board, its Committees and Individual Directors.

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

The Directors/ KMPs of the Company are not in receipt of any commission / remuneration from the Subsidia_y Company du_ing the pe_iod under review.

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 depafitures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and p_udent 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 pe_iod;

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.

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 ensu_ing 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 va_ious audit repofits are regularly monitored by the senior management.

REPORTING OF FRAUD AS PER SECTION 143(12)

For the FY 2025-26, no Fraud has been repofited by Auditors of the Company in teDms of Section 143(12) of the Companies Act, 2013.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

Du_ing the Financial Year under review, the Company had incorporated one (1) Wholly Owned Subsidia_y Company namely M/s. BLB Growth Ventures Pxivate Limited.

Fucther, the Company does not have any mateDial subsidia_y, in accordance with the SEBI Listing Regulations.

There has been no mateDial change in the nature of business of the subsidia_ies.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“the Act”).

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidia_y in Focm No. AOC-1 is provided as “Annexure-I”.

Fucther, pursuant to the provisions of Section 136 of the Act read with Regulation 46 of the SEBI Listing Regulations, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidia_y, are available on the Companys website and can be accessed at www.blblimited.com.

Policy for deteDmining MateDial Subsidia_ies is available on the Companys website and can be accessed at https://www.blblimited.com/pdf-investors/Policy%20for%20deteDmining%20MateDial%20Subsidia_y.pdf.

The Company monitors the pe_focmance of its Subsidia_y Company, inter alia, by the following means:

O Quacterly review of financial statements of the subsidia_y by the Companys Audit Committee;

O Minutes of the Board Meetings of the Subsidia_y Companies are placed before the Companys Board regularly;

O Reviewing of significant transactions and aurangements entered into by the subsidia_y by placing before the Companys Board;

PUBLIC DEPOSIT

Du_ing the FY 2025-26, your Company had not accepted any deposits from public and as such, no amount on account of p_incipal or interest on deposits from public was outstanding as on the date of the balance sheet.

LOANS, GUARANTEES AND INVESTMENTS

Pafiticulars 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 du_ing the FY 2025-26.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has adopted a Policy on Related Pafity Transactions (RPT Policy).

Du_ing the year, the RPT Policy was reviewed and amended pursuant to the SEBI Listing Regulations, by the Board upon recommendation of the Audit Committee. The updated RPT Policy is available on website of the Company at https://www.blblimited.com/pdf-investors/1651492878_RPT%20Policy.pdf.

Du_ing the year under review, all the transactions entered into by the Company with the related pafities were at aums length and in the ordina_y course of business. These transactions were pre-approved by the Audit Committee including all Independent Directors on the Audit Committee. The details of actual transactions were reviewed by the Audit Committee on a quacterly/ annual basis.

Du_ing the FY 2025-26, all transactions entered into with related pafities were approved by the Audit Committee including omnibus approval. Related pafity transactions entered du_ing the financial year were on aums length basis and in the ordina_y course of business.

There are no mateDially significant related pafity transactions made by the Company which may have potential conflict with the interest of the Company. Pafiticulars of contracts or aurangements with related pafities refeDred to in Section 188(1) of the Act, in compliance with the SEBI Listing Regulations, and as required under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed to this repofit as “Annexure-II.”

Fucther, there are no mateDial related pafity transactions which are not in ordina_y course of business or which are not on aums length basis.

Your directors draw attention of members to Note No. 33 to the financial statements which set out related pafity disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Du_ing 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 comp_ises of three directors including one independent director as detailed below:

Sh. BDij Rattan Bagui Chai_man, Managing Director
Sh. Anshul Mehra Member, Executive Director
Smt. Anita Shatma Member, Independent Director
Sh. Dinesh Rajvanshi Member, Independent Director

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

The Company had an excess CSR spend of approximately Rs. 0.87 Lakhs ca_uied focward from previous financial years. Du_ing the financial year 2025-26, the Company adjusted Rs. 0.87 Lakhs against its CSR obligation from such excess amount ca_uied focward. Fucther, the Company incufired fresh CSR expenditure of Rs. 25.00 Lakhs du_ing the cufirent financial year 2025-26. Consequently, an excess CSR expenditure of approximately Rs. 13.13 Lakhs remains available for ca_uy focward and set-off against CSR obligations of future financial years, in accordance with the applicable provisions of the Companies Act, 2013.

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/1663390167_CSR%20Policy.pdf.

Fucther, the details of actual CSR spending/ ca_uy focward of excess amount of the Company on va_ious activities can be refeDred from the Annual Repofit on Corporate Social Responsibility Activities as is annexed to this Repofit as "Annexure-III".

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:

(A) Conse?vation of energy-

(i) the steps taken or impact on conse?vation of energy The Company is a stock broking Company and requires no_mal consumption of elect_icity.
(ii) the steps taken by the company for utilizing alteDnate sources of energy The Company takes all necessaDy steps to reduce the consumption of energy. Your Company is not an indust_y as listed in Schedule to Rule 2 of the Companies (Disclosure of Pafiticulars in the Repofit of Board of Directors) Rule, 1988.
(iii) the capital investment on energy conse?vation equipment

(B) Technology absorption-

(i) the effocts made towards technology absorption The Company is engaged in the Stock Broking Business and accordingly does not absorb any Technology.
(ii) the benefits de_ived like product improvement, cost reduction, product development or impofit substitution
(iii)in case of impofited technology (impoDted du_ing the last three years reckoned from the beginning of the financial year)-
(a) the details of technology impofited;
(b) the year of impofit;
(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 incufired on Research and Development No expenditure was incufired on Research and Development.

(C) Foreign Exchange Eajnings and Outgo-

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

Foreign Exchange Eajnings & Outgo

Cufirent Year Previous Year
(2025-26) (2024-25)
Inflow Nil Nil
Outflow Nil Nil

RISK MANAGEMENT

Risk is an inherent and integral pafit of business operations. While _isks cannot be entirely eliminated, a robust _isk management framework enables the Company to identify, assess, mitigate and monitor _isks effectively, thereby minimizing potential adverse impact on the business and protecting stakeholder interests.

The common _isks faced by the Company includes 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. The Company follows a stfluctured and systematic approach to _isk management, which includes identification and categojization of _isks, assessment of their likelihood and impact, evaluation of existing controls and implementation of additional mitigation measures, wherever necessaDy. A platfocm for exception repofiting of violations is in place which is reviewed regularly and remedial measures are being undefitaken immediately. Vauious _isk management policies as prescCibed by SEBI/ Exchanges are followed by the Company.

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 repofit genuine conce?ns including any unethical behavior, actual or suspected frauds taking place in the Company for approp_iate action or repofiting. The functioning of the vigil mechanism is reviewed by the Audit Committee pe_iodically. 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 website of the Company at https://www.blblimited.com/pdf-investors/1577344056_Vigil%20Mechanism%20policy.pdf.

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.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

On the recommendation of the Audit Committee, Board of Directors, the members of the Company had approved 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 repofit of the Statutocy Auditors along with Notes on Financial Statements for the year ended March 31, 2026 is enclosed with the Annual Repofit.

The Statutocy Auditors of the Company have not repofited 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 are no qualifications, reseCvations, adverse remarks or disclaimer in the Auditors Repofit on Financial Statements.

SECRETARIAL AUDITOR AND THEIR REPORT

On recommendation of the Board of Directors of the Company, Audit Committee, the members of the Company had approved the appointment of M/s. Meenu S. & Associates, Company SecretaTies (FRN: S2021UP805000) (Peer Review No. 2613/2022) as the SecretaTial Auditor of the Company, for a pe_iod of five consecutive financial years commencing from Ap_il 1, 2025 to March 31, 2030.

The SecretaTial Auditors had submitted their repofit for the financial year 2025-26 and the same is enclosed as "Annexure-IV" to this repofit.

There are no qualifications, obse_vations, disclaimer or adverse remark in the SecretaTial Auditors Repofit for the financial year 2025-26.

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 du_ing the year ended March 31, 2026.

The pe_iodic repofits of the said inteDnal auditors are regularly placed before the Audit Committee and Board of Directors along with the comments of the management on the action taken to cofirect any obsefived deficiencies on the working of the va_ious depafitments.

COMPLIANCES OF SECRETARIAL STANDARDS

The Company has complied with all the applicable SecretaTial Standards issued by the Institute of Company SecretaTies of India (ICSI) and approved by the Central GoveDnment. The Board confi?ms that the Company has adhered to the requirements prescCibed under SecretaTial Standard-1 (Meetings of the Board of Directors) and SecretaTial Standard-2 (General Meetings), as applicable, du_ing the financial year under review.

ANNUAL RETURN

Pursuant to the requirement under Section 92(3), 134(3)(a) of the Companies Act, 2013 and read with Rule 12 of Companies (Management and Administration) Rules, 2014, copy of the Annual RetuTn can be accessed on our website www.blblimited.com at the link https://www.blblimited.com/annual-retuTn.

The Annual Retu_n will be submitted to the Registrar of Companies within the timelines presc_ibed under the Act.

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 Manage_ial Personnel) Rules, 2014 in respect of employees of the Company focms pafit of this repofit as an "Annexure-V" & "VI".

Number of employees as on the closure of financial year are as under:-

Female Nil
Male 41
Transgender Nil

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 repofit on Corporate GoveDnance is appended along with the Compliance Cefitificate from M/s. Meenu S & Associates, Practicing Company SecretaTies, which focms pafit of this repofit as an "Annexure-VII".

The Management Discussion and Analysis Repofit for the FY 2025-26, as stipulated under the Listing Regulations is presented in a separate section, which focms pafit of this repofit as an "Annexure-VIII".

COST RECORDS

Du_ing the FY 2025-26, the Company is engaged in trading business in Shares, Secu_ities and Commodities and it was exempted from maintenance of Cost records as specified by Central GoveDnment under Section 148(1) of the Act.

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 disc_imination, intimidation, abuse and harassment including sexual harassment.

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. The Company has in place duly constituted InteDnal Complaints Committee (ICC) in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).

The following is a summa_y of sexual harassment complaints received and disposed off du_ing the FY 2025-26:

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

Statement that company has complied with MateDnity Benefit Act

It is hereby confi?med that the Company did not have any female employees du_ing the financial year under review. Accordingly, the provisions of the MateDnity Benefit Act, 1961 were not applicable to the Company du_ing the said pe_iod. The Company had maintained a disc_imination-free and suppofitive workplace, in line with the non-disc_iminatocy employment practices outlined under the SEBI LODR framework. The Board remains committed to upholding the highest standards of corporate goveDnance and employee well-being.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANYS SECURITIES

Your Company has adopted a Code of Conduct for regulating, monitocing and repofiting trading by Designated Persons and their Immediate Relatives and a Code of Practices and Procedures for Fair Disclosure of Unpublished Pxice Sensitive Infocmation in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company has established adequate inteDnal controls and compliance mechanisms to ensure adherence to the said Regulations. Sh. Nishant Ga_ud, Company SecretaTy of the Company is the Compliance Officer under the Code.

GENERAL/ OTHER DISCLOSURES

Du_ing the FY 2025-26, Sh. BDij Rattan Bagui, Promoter and Managing Director of the Company, has infocmed the Company on March 18, 2026 about receipt of a Show Cause Notice (SCN) by him on March 13, 2026 on e-mail (without annexures) and March 17, 2026 through post (complete set along with annexures) from the Secu_ities and Exchange Board of India (SEBI) under Rule 4(1) of the SEBI (Procedure for Holding Inqui!y and Imposing Penalties) Rules, 1995. The said Show Cause Notice pefitains to alleged violation of Regulation 3(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 in the sc_ip of the Company. The SCN has been issued to Sh. BDij Rattan Bagui in his personal capacity and the Company is not a noticee in the proceedings, and there is cufirently no impact on the financial, operational or other activities of the Company.

The Company had already made the disclosure of aforesaid infocmation to the Stock Exchanges in compliance with the applicable provisions of SEBI Listing Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013, the applicable Indian Accounting Standards (Ind AS) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the audited Consolidated Financial Statements of the Company and its subsidia_ies focm pafit of this Annual Repofit.

HUMAN RESOURCES MANAGEMENT

The Company continues to maintain cordial and ha_monious employee relations. The management remains committed to providing a positive work environment, fosteDing professional development and ensu_ing employee welfare. The Board acknowledges and appreciates the dedication and cont_ibution of all employees du_ing the year under review.

ONE TIME SETTLEMENT

Du_ing the FY 2025-26, the company has not entered into any one-time settlement with Banks or Financial Institutions du_ing the year, therefore, there was no repofitable instance of difference in amount of the valuation.

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

Du_ing the FY 2025-26, no application was made by the company and accordingly, no proceeding is pending under the Insolvency and Bank_uptcy Code, 2016.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere gratitude to the Shareholders, Bankers, Stock Exchanges, Depositocies, Regulatocy and GoveDnment Autho_ities and all other Stakeholders for their continued tTust, confidence and suppofit extended to the Company.

The Directors also acknowledge with appreciation the commitment, dedication and teamwork demonstrated by the employees of the Company, which has significantly cont_ibuted to the Companys pe_focmance du_ing the year.

The Board looks focward to receiving the continued suppofit and cooperation of all stakeholders as the Company progresses on its growth joucney.

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

Place : New Delhi

Date : June 24, 2026

sd/-
BDij Rattan BagTi
Chai_man & Managing Director
DIN: 00007441

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