BMB Music & Magnetics Ltd Directors Report

Report of the Board of Directors of BMB MUSIC AND MAGNETICS LIMITED

for the Financial Year ended March 31, 2026

To

The Members of

BMB MUSIC AND MAGNETICS LIMITED

Your Directors hereby present the 35th Annual Report of your Company together with the Audited Financial

Statement of Accounts and the Auditors Report of your company for the financial year ended 31st March, 2026.

1. EXTRACT OF ANNUAL RETURN

In compliance to provisions of section 134 (3) (a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act as prepared in Form No. MGT 7 is placed on the website of the company, weblink of the same is www.bmbmusicandmagnetics.com.

2. DISCLOSURE WITH REGARD BOARD MEETING.

(A) Whether Company is an OPC or Small Company as at the FY end date

YES NO

(B) Number of Meeting of Board of Directors

During the Financial Year, the Company held 7 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings.

S. No.	Meeting Date	Total Number of directors associated as on the date of meeting	Attendance Number of directors attendance	% of attended
1	05/04/2025	4	3	75
2	30/05/2025	4	3	75
3	12/08/2025	4	3	75
4	22/08/2025	4	3	75
5	17/10/2025	4	3	75
6	12/11/2025	4	3	75
7	13/02/2026	4	3	75

(C) Committee Meeting

During the Financial Year, the following committee meetings were held by the committees as constituted as per the provisions of the Companies Act, 2013:

S. No.	Name of Committee	Meeting Date	Total Number of members associated as on the date of meeting	Attendance Number of members attended	% of attendance
1.	Audit Committee	30/05/2025	3	3	100
2.	Audit Committee	12/08/2025	3	3	100
3.	Audit Committee	12/11/2025	3	3	100
4.	Audit Committee	13/02/2026	3	3	100
	Nomination And
5.	Remuneration Committee	12/08/2025	3	3	100
6.	Nomination And Remuneration Committee	22/08/2025	3	3	100
7.	Nomination And Remuneration Committee	17/10/2025	3	3	100
8.	Nomination And Remuneration Committee	12/11/2025	3	3	100
9.	Stakeholders Relationship Committee	12/08/2025	3	3	100
10.	Independent Directors Committee	22/08/2025	2	2	100

(D) General Meeting(S) Held During The Year

During the financial year, following general meetings were held. The provisions of the Companies Act, 2013 were adhered to while conducting the meetings:

S. No.	Nature of meeting	Date of Meeting
1	Annual General Meeting	22/09/2025

3. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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; 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.

4. FRAUD REPORTING UNDER SUB-SECTION (12) OF SECTION 143

During the year under review, Auditors of the company have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report.

5. (A) DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149(6)

All the Independent Directors have given their declarations under section 149 (6) and section 149 (7) of the Companies Act, 2013 and the Rules made thereunder. In the opinion of the Board, the Independent Directors fulfil the conditions relating to their status as an Independent Director as specified in section 149 of the Companies Act, 2013 read with rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(B) STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that the Independent Directors appointed during the year possess high integrity, relevant expertise, and substantial experience, which enable them to make significant contributions to the functioning of the Board and the Company. Their knowledge and proficiency in their respective areas are expected to enhance the governance and strategic oversight of the Company.

It is to be further noted that and per the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended from time to time), every Independent Director appointed in the company is required to clear the online proficiency self-assessment test conducted by the institute within a period of two years from the date of inclusion of his name in the data bank, failing which, his/her name shall stand removed from the databank of the Institute. In accordance with the said, all the Independent Directors of the company have registered their name as Independent Directors in the Database of IICA and have cleared the said online proficiency self-assessment test.

6. COMMITTEES OF BOARD

(A). AUDIT COMMITTEE

The Board has duly constituted the Audit Committee in line with the provision of the Companies Act, 2013.The Audit Committee comprised of 3 members as on 31^st March, 2026. The detail of the composition of the Audit committee as follows:

Name of the Member	Designation
Mr. Deepak Arora	Chairman
Mr. Mahip Jain	Mamber
Mrs. Sohankawar Kastoorchand Bokadia	Mamber

(B). STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has duly constituted its Stakeholders Relationship Committee in line with the provision of the

Companies Act, 2013, the Committee comprised of 3 members as on 31st March, 2026, the detail of the composition of the Stakeholders Relationship Committee Meeting along with their meetings held/attended is as follows:

Details of Stakeholders Relationship Committee Meeting:-

Sr. No.	Name of Committee Members	Designation
1.	Mr. Deepak Arora	Chairman
2.	Mrs. Sohankawar Kastoorchand Bokadia	Member
3.	Mr. Kastoorchand Bokadia	Member

(C). NOMINATION AND REMUNERATION COMMITTEE

The Board has duly constituted its nomination and remuneration committee in line with the provision of the Companies Act, 2013, the Committee comprised of 3 members as on 31^st March, 2026. Details of Nomination and Remuneration Committee Meeting:-

Sr. No.	Name of Committee Members	Designation
1.	Mr. Deepak Arora	Chairman
2.	Mrs. Sohankawar Kastoorchand Bokadia	Member
3.	Mr. Mahip Jain	Member

(D. ) SALIENT FEATURES OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company formulated a criterias for determining qualifications, positive attributes and independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 and recommended to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

Appointment Criteria & Qualification:

The appointment of Director, Key Managerial Personnel and Senior Management will be based on the outcome of performance review.

The recruitment process for selection to aforementioned categories of personnel commences after the approval of manpower requisitions by the appointing authority. Relevant approval of concerned is also obtained as part of the process, as deemed fit depending upon the level of hiring.

The Committee shall consider the standards of qualification, expertise and experience of the candidates for appointment as Director, Key Managerial Personnel and accordingly recommend to the Board his/her appointment.

Remuneration to Key Managerial Personnel, Senior Management Personnel and other employees:

a.) The Key Managerial Personnel, Senior Management Personnel and other employees shall be paid remuneration as per the Compensation and Benefit Policy of the Company as revised through the Annual Salary Review process from time to time.

b). The Human Resource department will inform the Committee, the requisite details on the proposed increments for every Annual Salary Review cycle / process including pay outs for the variable part (Performance Incentive).

c). The composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate the Key Managerial Personnel and Senior Management of the quality required to effectively run the Company. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks.

d). The market salary survey for total remuneration is commissioned with external consultants. The Basket of companies chosen for the survey are selected and finalized by HR department in consultation with concerned department making requisition.

e). Revision in remuneration of Key Managerial Personnel assuming position of a Director within the meaning of the Act, shall require prior approval of the Nomination & Remuneration Committee and the Board. Such Director shall not participate in discussion and voting thereon.

f.) The remuneration, including revision in remuneration, payable to Senior Management shall be recommended by the Committee to the Board of Directors.

(E.) POLICY ON BOARD DIVERSITY:

The Board shall comprise of Directors having expertise in different areas / fields like Finance, Sales and Marketing, Banking, Engineering, Human Resource management, etc. or as may be considered appropriate. In designing the Boards composition, Board diversity has been considered from a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge. The Board shall have at least one Board member who has accounting or related financial management expertise and at least one women director.

(F). INDEPENDENT DIRECTORS COMMITTEE

Sr. No.	Name of Committee Members	Designation
1.	Mr. Deepak Arora	Chairman
2.	Mr. Mahip Jain	Member

7. CORPORATE GOVERNANCE

The paid up Equity Share Capital of the Company is not exceeding rupees ten crores and net worth is not exceeding rupees twenty five crores, as on the last day of the previous Financial Year, the Company has decided not to follow with the corporate governance provisions of SEBI (LODR) Regulations, 2015, hence the report prescribed under Schedule V (C) is not part of this report. However, the Company has endeavored to follow voluntarily corporate governance principles during the previous Financial Year.

The Corporate Governance requirements as stipulated under the Regulation of SEBI (LODR) Regulations, 2015 is not applicable to the Company. Thus, the Company has filed the non-applicability certificate to the exchange for Regulation15 (2) read with Regulation 27(2) of SEBI (LODR) Regulations, 2015

8 . MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013 relating to maintenance of cost records are not applicable to the Company for the financial year 2025-26.

9. AUDITORS & THEIR REPORT

(A) STATUTORY AUDITORS & THEIR REMARKS

M/s Vinod Singhal & Co. LLP, Chartered Accountants, having registration No. 005826C/ C400276 allotted by The Institute of Chartered Accountants of India (ICAI) was re-appointed as the statutory auditors of the Company by the Shareholders at its 31st Annual General Meeting till the conclusion of the 36th Annual General Meeting of the Company to be held in the calendar year 2027.

Their appointment was recommended by Audit Committee.

S. No.	Auditors Qualification, Reservations or adverse remarks or Disclaimer in the Audit Report	Directors Comments on Qualification, Reservations or adverse remarks or Disclaimer of the auditors as per Board report
.	NO	NA

(B) SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under, M/S Siddharth Sharma & Associates, Company Secretaries have been appointed Secretarial Auditors of the Company for the financial year 2025-26. The report of the Secretarial Auditors is enclosed as Annexure-A

S. No. Auditors Qualification, Reservations or adverse remarks or Disclaimer in the Secretarial Audit Report	Directors Comments on Qualification, Reservations or adverse remarks or Disclaimer of the Secretarial auditors as per Board report
1. Internal auditor has not been appointed as per the provisions of section 138 of the Companies Act, 2013.	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
2. The Company has maintained its functional website, but the information and statutory disclosures required under Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not kept updated timely during the year.	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
3. The Company delayed in submitting its Annual Report for the financial year 2024-25 to the BSE, filing it on December 24, 2025, in non- compliance with the timeline prescribed under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
4. The Company failed to fill the vacancy in the office of Company Secretary and Compliance Officer within the statutory period of six months, resulting in a continuous vacancy from March 7, 2025, to October 17, 2025, in non-compliance with Section 203 of the Companies Act, 2013 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
5. Company has non-complied with Regulation 30 read with Para A of Part A of Schedule III of the SEBI (LODR) Regulations, 2015, by failing to disclose the resignation of Ms. Prerna Sharma, Company Secretary & Compliance Officer (w.e.f. March 7, 2025), within the statutory timeline of 24 hours.	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
6. The Company did not strictly comply with the presentation and disclosure requirements prescribed under Schedule III of the Companies Act, 2013 in the preparation of its financial statements.	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
7. The Company non-complied with Regulation 47 of SEBI (LODR) Regulations, 2015, by failing to publish its financial results (submitted on May 30, 2025) in newspapers within the mandatory 48-hour timeline.	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.
8. The Company non-complied with Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, by failing to maintain a fully operational, tamper-proof Structured Digital Database (SDD) from the beginning of the financial year.	Company will take corrective actions to resolve the qualifications and there is no malafide intention of the Company behind such non-compliances.

(C) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor. However, no Internal Auditor has been appointed by the Company during the year under review. The company has appointed M/s. A J M K & Associates Chartered Accountants (FRN: 019318C)as the Internal Auditor of the Company from the Financial Year 2026-27 to 2030-31 in board Meeting Dated 24.07.2026.

(D) COST AUDITOR

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the company.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Section 186 details

Details of loan, guarantee, investment or security is given by the company as per section 186

(a) *Whether any loan, guarantee is given by the company or securities of any other body corporate purchased - (No)

(b) Whether the Company falls in the category provided under section 186(11) -(No)

(c) *Are there any reportable transactions on which section 186 applies (Whether or not threshold exceeds 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account) (No)

(d) Brief details as to why transaction is not reportable NA

10 (a) TABLE FOR ENQUIRING THE DETAILS

*Number of transactions-0

Block-1
Corporate identity number (CIN) or foreign company registration number (FCRN) or Limited Liability Partnership number (LLPIN) or Foreign Limited Liability Partnership number (FLLPIN) or Permanent Account Number (PAN)/Passport for individuals or registration number	NA
Name of the Party	NA
Type of person (Individual / Entity)
Nature of transaction	NA
In case of loan, rate of interest would be enquired	NA
Brief on the transaction	NA
Amount (in INR)	NA
Date of passing Board resolution	NA
(DD/MM/YYYY)
Whether the threshold of 60% of paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account breached?	NA
Whether the transaction falls under the purview of proviso to Section 186(3) and Company is not required to pass SR.	NA
SRN of MGT-14	NA

11. FINANCIAL HIGHLIGHTS

The financial performance of your company for the year ending March 31, 2026 is summarized below:

(Amount in Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	184.00	255.00
Other Income	0.62	33.43
Profit before Interest and Depreciation, Other expenses and Tax	28.86	118.09
Finance Cost	0.00	0.00
Depreciation and amortization expenses	1.07	0.96
Net Profit before Tax	27.79	117.13
Tax Expense	2.56	0.00
Deferred Tax	9.73	-9.75
Net Profit after Tax	15.50	126.88

12. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the period under review, the Company had reported turnover of Rs. 184.00 (amount in Lakhs) turnover which has been decreased as compared to previous Financial Year turnover of Rs. 255.00 (amount in Lakhs). The net profit of the Company was recorded as Rs. 15.50 (amount in Lakhs), which is further a substantial decreased as compared to the profit of Rs. 126.88 (amount in Lakhs) as in previous Financial Year.

13. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The company has not transferred any amounts in the Reserves in terms of Section 134(3)(J) of the Companies Act, 2013.

14. DIVIDEND

During Financial Year 2025-26, Board of Directors did not recommend any Dividend to Shareholders of the Company and does not form any Dividend policy.

15. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 124 and 125 of the Companies Act, 2013 read with the IEPF Authority

(Accounting, audit, Transfer and Refund), Rule, 2016 ("The Rules") Unpaid/Unclaimed Dividend are required to be transferred by the Company to Investor Education & Protection fund (The IEPF) established by the Central Government after the completion of seven years. Further according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. However, the Company did not declare any dividend.

16. MATERIAL CHANGES AND COMMITMENTS

The material changes and commitment made by directors affecting financial position of the company during the financial year are as follows:

Appointment/Resignation of director/KMP	Ms. Swati Maheshwari (Membership No. A72600) was appointed as Whole-time Company Secretary with effect from 17 October 2025.
	Ms. Swati Maheshwari (Membership No. A72600) resigned from the office of Whole-time Company Secretary with effect from 31 October 2025.
	Mr. Prateek Bansali (Membership No. F10407) was appointed as Whole-time Company Secretary with effect from 5 November 2025.

17. RISK MANAGEMENT POLICY

The company followed well established risk management assessment and minimization procedures which are periodically reviewed by the Board.

18. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee.

CSR DETAILS:

Details on policy development and implementation by company on corporate social responsibility initiatives taken during year

(a)(i) *Whether CSR is applicable as per section 135: NOT APPLICABLE (ii) Turnover (in Rs.): Nil (iii) Net worth (in Rs.): Nil (b) Net profits for last three financial years

Financial year ended	FY 2024-25	FY 2023-24	FY 2022-2023
Profit before tax (In Rs.)	Nil	Nil	Nil
Net Profit computed u/s 198 adjusted as per rule 2(1)(f) of the Companies(CSR Policy) Rules, 2014 (in Rs.)	Nil	Nil	Nil

(A). Average net profit of the company for last three financial years (as defined in Explanation to sub-section (5) section 135 of the Act) (in Rupees) : Nil

(B). Prescribed CSR Expenditure (two per cent. of the amount as in item 17 above) (in Rupees): Nil Total amount spent on CSR for the financial year (in Rupees) : Nil (C). Amount spent in local area (in Rupees) Nil (D). Manner in which the amount spent during the financial year as detailed below NA Number of CSR activities

(If number of programmes/ projects/ activities is more than twenty, submit the remaining details in EXCEL sheet as specified in instruction kit): NA

S. No.	CSR project or activity identified	Sector in which the Project is covered	Projects or programs - Specify the State /Union Territory where the Project/ Program was undertaken	Projects or programs - Specify the district where projects or programs was undertaken	Amount outlay (budget) project or programs wise (in Rs.)	Amount spent on the projects or programs (in Rs.)	Expenditure on Administrative overheads (in Rs.)	Mode of Amount spent
1
2
	total

(E) Give details (name, address and email address) of implementing agency (ies), NA

(F) (a) Explanation for not spending

(Inability of company to formulate a well-conceived CSR Policy/Adoption of long gestation CSR programmes or projects/Suitable implementing agencies not found/ Non-receipt of utilization certificate from implementing agencies/Delay in formation of CSR committee/Delay in implementation of plan/restricting of CSR polices etc./ budget advanced to NGOS but not spent / delay in project identification/Lack of prior expertise/Delay in capacity building/Others), NA

(b) If others, specify, NA

(G) Whether a responsibility statement of the CSR Committee on the implementation and monitoring of CSR policy is enclosed to the board report. NA

19. DISCLOUSRE UNDER RULE 8/8A OF COMPANIES ACCOUNTS RULES 2014. Energy conservation, technology absorption & Foreign Exchange Earnings and Outgo (A) Technology absorption: (i) Efforts, in brief, made towards technology absorption: Nil

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Nil

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: Nil

(a) Details of technology imported: N.A.

(b) Year of import: N.A.

(c) Whether the technology been fully absorbed: N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: N.A.

(iv) The expenditure incurred on Research and Development: N.A.

(B) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken or impact on conservation of energy: Not Applicable.

(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Not Applicable.

(iii) Capital investment on energy conservation equipment: Nil

(C) Foreign exchange earnings and Outgo

Earnings	Nil
Outgo	Nil

(D) Information about Subsidiary/ JV/ Associate Company

Company does not have any Subsidiary, Joint venture or Associate Company.

(E) Disclosure as per rule 8(5) of Companies Accounts Rules 2014

(I) Disclosure of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during year-NA

(II) Internal control systems and their adequacy

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

The Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset

Verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessary action.

(III) Details of proceedings under Insolvency and Bankruptcy Code, 2016

No application is made and/or no proceedings are pending under Insolvency and Bankruptcy Code, 2016 in favor and/or against the Company during the year and after the end of the financial year till the signing of this Board Report

(IV) Details of difference between amount of valuation done at the time of one time settlement and valuation done while taking the loan.

Not applicable

20. CHANGE IN NATURE OF BUSINESS

There is no change in the Nature of Business of the Company during the Year under Review.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays a crucial role in overseeing how the management serves the short- and long-term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

There are following changes Made during the year in composition of Board of Directors/KMP.

Appointment/Resignation of director/KMP	Ms. Swati Maheshwari (Membership No. A72600) was appointed as Whole-time Company Secretary with effect from 17 October 2025.
	Ms. Swati Maheshwari (Membership No. A72600) resigned from the office of Whole-time Company Secretary with effect from 31 October 2025.
	Mr. Prateek Bansali (Membership No. F10407) was appointed as Whole-time Company Secretary with effect from 5 November 2025.

As on 31^st March, 2026, the Board of the Company consists of four (4) Directors.

Category	Name of Directors/ KMP	Promoter/ Promoter Group	Date of Appointment	Date of cessation
Executive Directors	Mr. Kastoor Chand	Yes	23/02/1994	-
	Bokadia DIN:(01828803)
CFO	Mr. Azgan Thamizmane	No	30/03/2015	-
	Vadaseri Alagappa
	PAN:ACBPT2655H
Non- Executive Directors	Mrs. Sohankanwar	Yes	30/03/2015	-
	Bokadia
	DIN: 03592230
Non- Executive Independent Directors	Mr. Deepak Arora	No	14/08/2021	-
	DIN: 07768439
	Mr. Mahip Jain	No	13/02/2024	-
	DIN: 07130462
Company Secretary	Prateek Bansali	No	05.11.2025

There are following changes Made after the closure of financial year but before the approval of Board report .

Appointment/Resignation of director/KMP	Mr. Pramod Bokadia (DIN: 01815878) was appointed as an Additional Director of the Company with effect from 29 May 2026.
	Mr. Pramod Bokadia (DIN: 01815878) was appointed as the Chairman and Managing Director of the Company with effect from 29 May 2026.
	Mr. Amit Sajjan Kumar Gupta (DIN: 00418324) was appointed as an Additional Independent Director of the Company with effect from 29 May 2026.
	Mr. Kastoor Chand Bokadia (DIN: 01828803) resigned from the office of Chairman and Managing Director of the Company with effect from 29 May 2026.
	Mr. Deepak Arora (DIN: 07768439) resigned from the office of Independent Director of the Company with effect from 29 May 2026.
	Mr. Prateek Bansali, Whole-time Company Secretary (Membership No. F-10407), resigned from the services of the Company with effect from 10 July 2026.

22. DEPOSITS

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

(i) Deposits accepted during year.

(ii) Deposits remained unpaid or unclaimed at end of year

(iii) Amount of default in repayment of deposits or payment of interest there on beginning of year (iv) Maximum amount of default in repayment of deposits or payment of interest thereon during year (v) Amount of default in repayment of deposits or payment of interest thereon end of year (vi) Number of cases of default in repayment of deposits or payment of interest thereon beginning of year (vii) Maximum number of cases of default in repayment of deposits or payment of interest thereon during year (viii) Number of cases of default in repayment of deposits or payment of interest thereon end of year (ix) Details of deposits which are not in compliance with requirements of Chapter V of Act.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

24. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration and other committees as per the Board Evaluation policy.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors.

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

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further the Company was committed to providing a safe and conducive work environment to its employees during the year under review. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Summary of sexual harassment complaints received and disposed of during the financial year: - ? No. of complaints received: Nil ? No. of complaints disposed off: Nil ? No. of complaints pending: Nil ? No. of complaints unsolved: Nil ? No. of sexual harassment complaints beyond 90 days: Nil

26. DISCLOSURE UNDER THE MATERNITY BENEFIT (AMENDMENT) ACT, 2017

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company during the financial year ended 31/03/2026, as the Company does not fall within the thresholds specified under the Act in terms of employee strength or nature of establishment.

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

? There are 5 employees in the company. ? Female: 0 ? Male: 5 ? Transgender: 0

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.bmbmusicandmagnetics.com under investors/policy documents/Vigil Mechanism Policy link.

29. CREDIT RATING OF SECURITIES

The Company has not obtained Credit Rating from any credit rating agency during the Financial Year 2025-26.

30. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

31. LISTING AND CONFIRMATION OF FEE

The securities of your Company are listed on The Bombay Stock Exchange Limited (BSE) The Annual Listing fees for the Financial Year 2025-26 were paid as and when required during the Financial Year.

Annual Custodian fees to NSDL and CDSL for the Financial Year 2025-26 were also paid on time.

32. DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the year the Company has not execute any corporate action.

33 INFORMATION PURSUANT TO RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) OF MANAGERIAL PERSON, RULE, 2014 OF THE COMPANIES ACT, 2013:

As per amendment in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Amendment Rules, 2016 dated 30.06.2016, details of top ten employees in terms of remuneration drawn, employed by the Company during the Financial Year 2025-26 pursuance the provisions in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Amendment Rules, 2016 and Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Statement of Particulars of employees is NIL

34. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES

There were no instances of voting rights not exercised directly by the employees in respect of shares to which scheme relates under section 67 (3) of the Companies Act, 2013 read with Rule 16 (4) Chapter IV- Companies (Share Capital and Debentures) Rules, 2014 during the financial year under review.

35 SHARE CAPITAL

During FY 2025-26, there is no change in the capital structure of Company. The authorized Share Capital of Company is Rs. 6,50,00,000/- (Rs. Six Crore and Fifty Lakhs only) and Paid up share Capital of Company is Rs. 6,05,97,000/- (Rs. Six Crore Five Lakh and Ninety Seven Thousand only

36. STATUTORY DISCLOSURES

During the reporting Financial Year 2025-26, your Directors state that there being no transactions were done with respect to the following items, hence, no disclosure or reporting is required:

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise. ii. Issue of Shares (including Sweat Equity Shares) to the Employees of your company under any scheme. iii. The Managing Director of your Company did not receive any remuneration or commission from any of the subsidiaries iv. No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and Companys operations in future v. Buy Back of Shares. vi. The Company has neither filed any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as amended from time to time, nor has availed one time settlement with respect to any Loans from Banks or Financial Institutions.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Provision of Regulation 34 of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015 and in compliance of the provision of Companies Act -2013 a Management Discussion and Analysis Report is appended to this report as Annexure B.

38.INDUSTRIAL RELATION

Relation with the employees remain cordial and your Directors wish to place on record their appreciation of the cooperation and contribution made by the employees at all levels.

39. RIGHT OF MEMBER TO COPIES OF AUDITED FINANCIAL STATEMENT

Having regard to the Provisions of the first proviso to Section 136(1) of the Act read with MCA Circular Nos. 10/2022, dated 28th December 2022, 02/2022 dated May 05, 2022, 02/2021 dated January 13, 2021, 20/2020 dated May 05, 2020 read together with Circular no. 14/2020 dated April 08, 2020, Circular no. 17/2020 dated April 13, 2020 and Circular no. 22/2020 dated June 15, 2020 and Circular no. SEBI/HO/CFD/CMD 2/CIR/P/2021/11 dated January 15, 2021 and SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and any other circulars be issued from time to time by the Securities Exchange Board of India, the Annual Report for Financial Year 2025-26 and other communications is being sent only to those members, whose email id are registered with the Company/ RTA/Depositories on cut-off date for sending notice of AGM through electronic mode only. The Member may note that no printed Annual Report for Financial Year 2025-26 would be issued except requested specifically.

The Members who had joined the Company as member after cut-off date for sending notice to members till 7 days prior to date of Meeting may write to : bmbmusicandmagnetics@gmail.com The Members may note that the Notice of the 35th AGM along with the Annual Report for Financial Year 2025-26 will also be available on the Companys website www.bmbmusicandmagnetics.com, website of the Stock Exchange and on the website of the E-voting and Video conferencing Agency.

40.INVESTOR GRIEVANCE REDRESSAL

There were no pending complaint or share transfer cases as on 31^st March, 2026, as per the certificate given by RTA.

41. RELATED PARTY TRANSACTIONS

There are no related party transactions in accordance with the provisions of Section 188 of The Companies Act, 2013.

42 . DISCLOSURE RELATING TO THE PROVISION OF SECTION 73 OF COMPANIES ACT, 2013 READ WITH RULE (2) (1)(C)(VIII) OF THE COMPANIES (ACCEPTANCE OF DEPOSIT) RULES 2014.

During the year the company has not accepted any amount from its director(s) and his/their relatives.

43. CAUTIONARY STATEMENT

The statements contained in the Boards Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

44. ACKNOWLEDGEMENT

Your Board place on record their appreciation for the overwhelming co-operation and assistance received from the Companys esteemed Shareholders, valued Business Associates, Bankers, various Financial Institutions, the

State and Central Government Bodies, Auditors and Legal Advisors for their valuable contribution and continued support and to all the persons who reposed faith and trust in Company.

Your Board also place on record their appreciation to its employees for their dedicated service and firm commitment to the goals of the Company, without their commitment and hard work, Companys consistent growth was not possible.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

BMB MUSIC AND MAGNETICS LIMITED

Pramod Bokadia

DIN: 01815878

(Managing Director)

Date : 24/07/2026

Place : Mumbai