BFL Asset Finvest Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

The Board of Directors of the Company are pleased to present the 30^th (Thirtieth) Annual Report of your Company on the business, operations and state of affairs of the Company together with the Audited Financial Statements and the Auditor'' Report for the Financial Year ended on March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The highlights of Company''s financial performance for the Financial Year ended on March 31, 2025 are summarized below:

(Amount in Lakh)
	Particulars		March 31, 2025	March 31, 2024
Total Income			2,141.98/-	2,740.53/-
	Less: Total Expenditure		1,976.78/-	2,433.25 /-
	Profit / (Loss) before Taxation		165.20/-	307.28/-
	Tax expenses		41.58/-	77.34/-
	Profit / (Loss) after Tax		123.62/-	229.94/-

2. PERFORMANCE REVIEW AND STATE OF COMPANY''S AFFAIRS

The Company''s main business is dealing in shares, securities, futures and options.

The total income for the F.Y. 2024-25 under review was Rs. 2,141.98/- Lakh as against Rs. 2,740.53/- Lakh in the previous F.Y. 2023-24. The Profit before tax for the F.Y. 2024-25 is Rs. 165.20 Lakh as against Rs. 307.28/-Lakh in the previous F.Y. 2023-24. The Profit after tax for FY 2024-25 is Rs. 123.62 Lakh as against Rs. 229.94/- Lakh in the previous F.Y. 2023-24.

The Company is dealing in shares and stock trading which is unforeseen, in terms of performance of the Industries, economic scenario, GDP Growth of the Country, Government policies, political situation and global trends etc.

The creditable performance of your Company brings out the resilience of its business model and at the same time highlights its ability to move swiftly in tough conditions. It also underscores the trust and confidence of its members which is a crucial differentiator and contributes immensely to your Company''s performance in these uncertain times.

3. TRANSFER TO RESERVE FUND

Reserve and Surplus Account as on March 31, 2025 of your Company increased by 33.02 % to Rs. 579.78/-Lakh as against Rs. 435.84/- Lakh as on March 31, 2024.

Under Section 45-IC(1) of the Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to transfer a sum of not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of Rs. 24.72/- Lakh to its reserve fund.

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

4. DIVIDEND

The Board of Directors did not recommend any dividend on equity shares for the FY 2024-25 and decided to plough back the profits in order to fulfil the long-term requirements and enhancing the growth of the business.

5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5)&(6) of the Companies Act, 2013 ("the Act") read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends which remain unpaid or unclaimed for a period of 7 (seven) years from the date of transfer to unclaimed dividend account are required to be transferred to the Investors Education and Protection Fund and all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company to the Investors education and protection Fund.

The final dividend which was declared by the Company for Financial Year 2016-17 and in respect of which dividend has not yet been claimed by the shareholders of the company for seven consecutive years were transferred to the IEPF Authority along with the shares in respect of which dividned was not paid or claimed for seven consecutive years during the FY 2024-25.

The company has transferred amount of Rs. 2,48,853/- to Investor Education and Protection Fund Authority on March 03, 2025 and 4,94,938 shares on March 25, 2025.

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

The Board of Directors of the Company at its meeting held on Friday, May 10, 2024 approved the issue of equity shares of the Company for an amount not exceeding Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) on rights issue basis to the existing eligible equity shareholders of the Company. Subsequently, at its meeting held on February 10, 2025, the Board of Directors approved an increase in the the quantum of Rights Issue from Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) to an amount not exceeding Rs. 29,00,00,000/-(Rupees Twenty Nine Crores Only) (including premium).

The company has also filed the Draft Letter of Offer ("DLOF") with BSE Limited on February 10, 2025 and the same can be accessed on the website of the company through weblink: https://bflfin.com/wp-content/uploads/2025/02/Draft%20Letter%20of%20Qffer.pdf

The company has also filed for in-principal approval for issue and allotment of fully paid-up Equity Shares to be issued on Rights Issue basis on February 14, 2025 to the stock exchange i.e. BSE Limited.

The company still awaits the response of the BSE Limited on the same.

Further, there is no change in the nature of the business of the company as compared to the immediately preceding Financial Year.

There were no material changes and commitment that have occurred between the closure of the Financial Year 2024-25 till the date of this Report, which would affect the financial position of your Company.

7. CHANGES IN SHARE CAPITAL, IF ANY.

During the financial year under review, there has been no change in the structure of share capital of the Company. Details as on March 31, 2025 are as follows:

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

8. ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2025 in the Form MGT-7 in accordance with the provisions of Section 92 (3) read with Section 134(3)(a) of the Act , and the Companies (Management and Administration) Rules, 2014 is hosted on the website of the Company and can be accessed at https://bflfin.com/annual-return/ .

9. ASSOCIATE COMPANIES, JOINT VENTURES AND SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate and Joint Venture as on March 31, 2025. Hence, the details of this clause are not applicable to the Company.

10. DIRECTORS/ KEY MANAGERIAL PERSONNEL / SENIOR MANAGEMENT PERSONNEL/ APPOINTMENT/ RE-APPOINTMENT / CESSATION

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

BOARD OF DIRECTORS

A. Directors liable to retire by rotation:

In accordance with the provisions of Section 152(6) of the Act and the rules made there under and the Articles of Association of the Company, Mr. Aditya Baid (DIN: 03100584) Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Brief details of Mr. Aditya Baid, who is seeking re-appointment, are given in the Notice of 30^th AGM.

Mrs. Alpana Baid (DIN: 06362806) Non-Executive Director of the Company, retired by rotation and was re-appointed in the 29^th Annual General Meeting held on Thursday, September 26, 2024.

B. Re-appointment of Managing Director:

Mr. Mahendra Kumar Baid (DIN: 00009828) appointed as Managing Director of the Company for a period of 3 years with effect from July 28, 2023 and his present term is concluding on July 27, 2026.

Mr. Mahendra Kumar Baid brings over 35 years of seasoned expertise across diverse industries, with a distinguished focus on the securities and finance sectors. He has demonstrated the requisite skills and deep domain knowledge necessary to navigate complex market dynamics. Under his strategic leadership, the company has not only grown but thrived, a direct result of his exemplary managerial acumen and unwavering self-confidence. The company has grown and flourished under his guidance. His management skills and self-belief has been a crucial factor in the growth of the business. Your Board believes his reappointment will benefit the Company.

After evaluating his performance and the eligibility criteria under the Act and Listing Regulations, your Board recommends the re-appointment of Mr. Mahendra Kumar Baid as Managing Director of the Company for a further period of 3 years from July 28, 2026 to July 27, 2029.

Detailed profile of Mr. Mahendra Kumar Baid pursuant to Schedule V to the Act, Regulation 36 (3) of Listing Regulations and relevant provisions of Secretarial Standard on General Meetings ("SS-2") is furnished as Annexure 1 and 2 to the notice calling Annual General Meeting of members of the Company.

C. Resignation of Non-Executive, Independent Director:

Mr. Puneet Kumar Gupta (DIN: 00019971), Independent Director of the Company, resigned from the office of Independent Director of the Company due to pre-occupation in personal and other professional commitments w.e.f. the closure of business hours on June 07, 2024. Consequently, he ceased to be the Member of the Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee w.e.f. the closure of business hours on June 07, 2024.

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

D. Appointment of Non-Executive, Independent Director:

Mr. Ajay Agarwal (DIN: 10727170) was appointed by the Board of Directors of the Company as an Additional Director (Non-Executive, Independent) at their meeting held on Friday, August 09, 2024 under Section 161 of the Act. The members of the company at the 29^th AGM, on recommendation of the Board, approved his appointment as a Non-Executive Independent Director of the Company for a period of 5 years w.e.f August 09, 2024 to August 08, 2029.

He was also appointed as the member of the Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee.

Mr. Ajay Agarwal is a Post Graduate from National Institute of Management having graduated in MBA with specialization in Marketing Management. He possesses detailed practical knowledge and expertise in the field of Marketing Management and has more than 9 years of experience in the same field.

Your Board of Directors believes that Mr. Ajay Agarwal is having requisite integrity, expertise, specialized knowledge, experience, proficiency and his appointment on the Board will support in broadening the overall expertise of the Board and will bring wide experience.

CHANGES IN KEY MANAGERIAL PERSONNEL /SENIOR MANAGEMENT PERSONNEL

Ms. Ilma Suza, Company Secretary and Compliance Officer of the company resigned from the company w.e.f. closure of business hours on March 15, 2025 to pursue better career opportunities outside the Company. Consequently, she ceased from the position of Key Managerial Personnel /Senior Management Personnel after the said date.

Ms. Neha Mangnani, was appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the company w.e.f June 02, 2025. Accordingly, she became a Senior Management Personnel from the said date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL/SENIOR MANAGEMENT PERSONNEL

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

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

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

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

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

11. DECLARATION BY INDEPENDENT DIRECTORS

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

Further, pursuant to the provisions of the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are registered with the Databank

maintained by the Indian Institute of Corporate Affairs (IICA). With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the IICA, as notified under sub section (1) of Section 150 of the Act:

Mr. Amit Kumar Parashar (DIN: 07891761) and Mr. Kuldeep Jain (DIN: 08189540) Non-Executive and Independent Director have successfully qualified the online proficiency self-assessment test

Further, Mr. Ajay Agarwal (DIN: 10727170) Non-Executive and Independent Director of the company has registered his name in the data bank on Saturday, July 27, 2024. Accordingly, he is required to pass online proficiency self-assessment test for Independent Director''s Databank within a period of two years from the date of inclusion of his name in the data bank.

The Board took on record the declaration and confirmation submitted by the Independent Directors after considering the prescribed criteria of independence, and undertaking due assessment of the veracity of the same in terms of the requirements of Regulation 25 of the Listing Regulations.

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and Listing Regulations and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and are independent of the management.

12. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

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

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

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

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

The Nomination and Remuneration Policy, approved by the Board is available on the website of the

Company, the same can be accessed at https://bflfin.com/wp-content/uploads/2024/12/24.-

Nomination-and-Remuneration-Policy.pdf

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

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

(b) To identify individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;

(c) To recommend to the Board on the selection of individuals nominated for Directorship;

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

(e) To assess the independence of independent Directors;

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

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

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

(i) To devise a policy on Board Diversity;

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

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

13. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put

in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company,

their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters etc. The details of number of familiarisation programmes and number of hours spent by each of the Independent Directors during the Financial Year 2024-25 and on cumulative basis, in terms of the requirements of Listing Regulations are available on the website of the Company www.bflfin.com and can be accessed through the web link: https://bflfin.com/wp-content/uploads/2025/07/2.-DETAILS-OF-FAMILIARIZATION-PROGRAMMES-IMPARTED-TO-INDEPENDENT-DIRECTOR-DURING-THE-FINANCIAL-YEAR-2024-25.pdf

Additionally, the Executive Directors of the Company regularly provide detailed updates to the Independent Directors regarding the Company''s business plans and strategic initiatives, ensuring transparency and informed oversight.

14. BOARD OF DIRECTORS

Regular meetings of the Board were held to discuss and decide on various business policies, strategies and other matters.

The Board of Directors of the Company met 4 (Four) times during the year under review. The requisite quorum was present in all the Meetings. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 (SS-1) and the listing regulations. Details of the meeting of Board of Directors of the Company and attendance of the Directors thereat forms part of the "Corporate Governance Report" annexed to this report as Annexure-V.

BOARD COMMITTEE

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

i. ) Audit Committee

ii. ) Nomination and Remuneration Committee

iii. ) Stakeholders'' Relationship Committee

iv. ) Risk Management Committee

Further, to address specific transactional requirements, the Company has duly constituted the Rights Issue committee.

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

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

The Board of Directors and the Committees also take decisions by Resolutions passed through Circulation which are noted by the Board/respective Committees of the Board at their subsequent meeting. During the year under review, only 2 (two) Resolution were passed by way of Circulation by the Board of Directors of the Company.

The details of Board and Committees including composition and Meetings held during the financial year ended on March 31, 2025 and attendance of Directors/Committee Members thereat are set out in the Corporate Governance Report enclosed as Annexure V which forms part of this report.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was held on May 10, 2024 without the presence of NonIndependent Directors, Members of Management and employees of the Company as required under the Act and in Compliance with requirement under Schedule IV of the Act and as per requirements of Listing Regulations and discussed matters specified therein. The Company Secretary and Compliance Officer of the Company facilitated the convening and holding of the meeting upon instructions of the Independent Directors.

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

15. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual Directors, Board and the Companies for which they work. The Securities and Exchange Board of India ("SEBI") has issued a Guidance Note on Board Evaluation. In terms of the requirement of the Act,

the Listing Regulations, and in accordance with the guidance note issued by SEBI an annual performance evaluation of the Board is undertaken where the Board, Nomination and Remuneration Committee and Independent Directors of the company formally assesses its own Performance, with the aim to improve the effectiveness of the Board and its Committee Members. The manner for performance evaluation of Directors (including Independent Directors), committees and Board as a whole has been covered in the Corporate Governance Report enclosed as Annexure V which forms part of this report.

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

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

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

17. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT. 1961

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

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

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

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

The number of employees as on March 31, 2025 are as follows:

Particulars	Number of employees
Female	0
Male	4
Transgender	0
Total	4

19. AUDITORS & AUDITOR''S REPORT Statutory Auditors & Audit Report

Pursuant to the provisions of section 139 of the Act, M/s. Khilnani & Associates, Chartered Accountants (Firm Registration No. 005776C) were re-appointed as the Statutory Auditors of the Company at 25^th AGM of the Company held on September 28, 2020 for a term of five years i.e. until the conclusion of the 30^th AGM.

As the current term of M/s. Khilnani & Associates, Chartered Accountants (Firm Registration No. 005776C)will be expiring at the ensuing AGM, Board has recommended the appointment of M/s ABSM & Associates, Chartered Accountants (FRN: 015966C) a peer reviewed firm as Statutory Auditors of the Company for a term of 5 (five) consecutive years ie from the conclusion of this Annual General Meeting until the conclusion of the 35^th Annual General Meeting to be held in calendar year 2030, for approval of the Members at ensuing AGM of the Company.

Brief resume and other details of proposed statutory auditors, forms part of the Notice of ensuing AGM. M/s ABSM & Associates, Chartered Accountants (FRN: 015966C) have provided their consent and confirmed their eligibility and willingness to accept the appointment. The Company has received letter dated July 17, 2025 from M/s. ABSM & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Act and they are not disqualified for appointment within the meaning of Section 141 of the said Act.

The Financial Statements and the Auditor''s Report issued by M/s Khilnani & Associates for the financial year ended on March 31, 2025 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self-explanatory. The Auditors'' Report is enclosed with the financial statements in this annual report.

The Board wishes to place on record the valuable services rendered by M/s Khilnani & Associates during his long association with the Company.

Secretarial Auditor & Secretarial Audit Report

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

In consonance with the aforementioned requirements, M/s V. M. & Associates, Company Secretaries (Firm Reg. No. P1984RJ039200) were appointed as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2024-25.

Secretarial Audit Report in Form MR-3 as issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended on March 31, 2025, is annexed as Annexure-1 to this Report. The Secretarial Auditor provided observation in Secretarial Audit Report which is mentioned below.

In accordance with Regulation 24A of Listing Regulations, a report on secretarial compliance issued by M/s V. M. & Associates, Company Secretaries, for Financial Year 2024-25 has also been submitted with the stock exchange within the period prescribed therein.

Observation(s) in Secretarial Audit Report:

A few instances were observed where the details of sharing of Unpublished Price Sensitive Information were not entered in the Structured Digital Database maintained by the Company.

Management Reply:

The Company acknowledges the observation. The lapse in entering certain instances of UPSI sharing into the Structured Digital Database was inadvertent and non-routine. These omissions were entirely unintentional and immediate corrective steps have been taken, to ensure that all future disclosures of UPSI are promptly and accurately recorded in the database. The Company remains committed to full compliance with SEBI (PIT) Regulations, 2015. The Company further undertakes to exercise additional vigilance, conduct periodic internal audits and ensure zero deviation in SDD compliance going forward.

Appointment of Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), every listed company is required to undertake secretarial audit and shall annex with its Board Report a secretarial audit report given by a peer reviewed company secretary in practice in the prescribed format.

Pursuant to the amended Regulation 24A of the Listing Regulations notified by SEBI on December 12, 2024 (''SEBI Implementation Circular'') effective from April 1, 2025, a listed company on the recommendation of the board of directors shall appoint or re-appoint, with the approval of its Members in its Annual General Meeting:

(iii) an individual as Secretarial Auditor for not more than one term of five consecutive years; or

(iv) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years

Further, SEBI vide its circular no. SEBI/HO/CFD/ CFDPoD-2 /CIR/P/2024/185 dated December 31, 2024 read with Regulation 24A of the Listing Regulations have inter-alia, prescribed the terms and conditions including eligibility, qualifications and disqualifications with respect to appointment/re-appointment of Secretarial Auditor by the listed company.

Accordingly, Board has recommended the appointment of M/s V. M. & Associates (FRN: P1984RJ039200) a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a term of 5(five) consecutive years i.e from FY 2025-2026 to FY 2029-2030_ for approval of the Members at ensuing AGM of the Company.

Brief resume and other details of proposed secretarial auditors, forms part of the Notice of ensuing AGM. M/s. V. M. & Associates, Company Secretaries (Firm Registration Number: P1984RJ039200) have confirmed their eligibility and willingness to accept the appointment as Secretarial Auditor of the Company. The Company has received consent/eligibility certificates from M/s V. M. & Associates, Company Secretaries dated April 26, 2025. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

Internal Auditor

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

In consonance with the aforementioned, M/s Shiv Shankar Khandelwal & Co., (Firm Registration No. 006852C), Chartered Accountants, Jaipur, were appointed as Internal Auditors of the Company for the financial year 2024-25.

The Internal Audit Report issued by M/s. Shiv Shankar Khandelwal & Co., for the Financial Year ended on March 31, 2025 is free from any qualification, reservation, observation and adverse remark and the Internal Audit report is self-explanatory and does not call for any further comments.

M/s Shiv Shankar Khandelwal & Co., Chartered Accountants (Firm Registration No. 006852C), Jaipur, have confirmed their eligibility and willingness to accept the re-appointment as Internal Auditor for the Financial Year 2025-26. The Company has received consent/eligibility certificates from M/s. Shiv Shankar Khandelwal & Co., Chartered Accountants. Accordingly, Board in its meeting held on May 07, 2025 has reappointed M/s Shiv Shankar Khandelwal & Co., Chartered Accountants, Jaipur (Firm Reg. No. 006852C) as the Internal Auditor of the Company for the financial year 2025-26.

Cost Audit

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

Reporting of Frauds by Auditors

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

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

Pursuant to the provisions of Section 186(11) of the Act, read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loans made, guarantees given or securities provided or acquisition of securities by a Non-Banking Financial Company (NBFC) registered with RBI, in the ordinary course of its business are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report. Further, particulars of Loans given and investments made by the company are given under Note No. 4 and 5 respectively of the Financial Statements of the company for the Financial Year ended on March 31, 2025 forming part of this Annual Report.

21. RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during Financial Year 2024-25 with related parties were in compliance with the applicable provisions of Section 188 of the Act, Regulation 23 of Listing regulations and IND AS-24 and are disclosed under Note No. 3.23 of the Notes to Financial Statements for the financial year ended on March 31, 2025. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature.

Pursuant to the said omnibus approval, details of transactions entered into is also reviewed by the Audit Committee on a quarterly basis. All related party transactions entered during Financial Year 2024-25 were in the ordinary course of business and on arm''s length basis and not material under the Act and Listing

Regulations. None of the transactions required members'' prior approval under the Act or Listing Regulations.

There were no transaction requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

The Company''s Policy on Materiality of Related Party Transactions is put up on the Company''s website and can be accessed at https://bflfin.com/policies/

22. RISK MANAGEMENT

Risk Management is an integral part of the Company''s business strategy with focus on building risk management culture across the organization. The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

1. Economic Uncertainty: Global economic uncertainty, geopolitical tensions, and domestic economic challenges can adversely impact investor sentiment and stock prices;

2. Regulatory Changes: Changes in regulatory policies or tax laws can affect investor behavior and market dynamics, leading to uncertainty and volatility;

3. Cyber security Risks: Growing reliance on technology exposes the stock market to cyber security threats such as hacking, data breaches, and ransomware attacks;

4. Natural Disasters and Pandemics: Events such as natural disasters or pandemics can disrupt economic activity, leading to market downturns and financial losses.

5. Market Risk: Exposure to price fluctuations in shares and derivatives.

6. Credit Risk: Inherent in margin and funding activities.

7. Liquidity Risk: Volatility in the market may affect liquidity positions

Risk Treatment

To prioritize risk control actions in terms of their potential to benefit the organization. Risk treatment includes risk control/ mitigation and extends to risk avoidance, risk transfer (insurance), risk financing, risk absorption etc. for

a) Effective and efficient operations

b) Effective Internal Controls

c) Compliance with laws and regulations

Risk Treatment shall be applied at all levels through carefully selected validations at each stage to ensure smooth achievement of the objective.

The Company''s Risk Management Policy is put up on the Company''s website and can be accessed at https://bflfin.com/wp-content/uploads/2024/12/9.-Risk-Management-Policy.pdf

23. INTERNAL FINANCIAL CONTROL SYSTEMS

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

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

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

24. DETAILS RELATING TO DEPOSITS

Being a non-deposit taking NBFC the Company has not accepted any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014 or Chapter V of the Act, and guidelines and directions of Non-Banking Financial Companies (Acceptance of Public Deposits) (Reserve Bank) Directions, 2016 as prescribed by RBI in this regard and as such no details are required to be furnished.

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

25. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

26. CORPORATE GOVERNANCE REPORT

Your Company practices a culture that is built on core values and ethical governance practices. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance for the financial year ended on March 31, 2025 along with Certificate issued by M/s V.M. & Associates, Company Secretaries confirming the compliance to applicable requirements related to corporate governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report as Annexure -V.

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

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

(a)		Conservation of energy:
	I		the steps taken or impact on conservation of energy	1. The operations of the Company, being dealing in Securities, commodities futures, financial and capital markets which require normal consumption of electricity. However the Company is making necessary efforts to reduce the consumption of energy.
				2. The office of the Company has been using LED bulbs that consume less electricity as compared to CFL and incandescent bulbs. The Company has increased the usage of low electricity consuming monitors in place of

		conventional monitors. The Company has started buying the new energy efficient computers that automatically goes into low power ''sleep ''mode or off- mode when not in use.
II	the steps taken by the Company for utilizing alternate sources of energy	The Company has installed a solar panel at its registered office which produces energy and provides power to the equipment of complete office.
III	the capital investment on energy conservation equipment	In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipment except installed solar panel at its registered office.

(b) Technology absorption
	I	the efforts made towards technology absorption	Your Company being a Non-Banking Finance Company, its activities do not require adoption of any specific technology. However, your Company has been in the forefront in implementing latest information technologies and tools towards enhancing our customer convenience and continues to adopt and use the latest technologies to improve the productivity and quality of its services. The Company''s operations do not require significant import of technology.
	II	The benefits derived like product improvement cost reduction, product development or import substitution	N.A.
	III	Technology Imported during the last three years	N.A.
		(a) The details of technology imported	N.A.
		(b) The year of import

	(c) Whether the technology been fully absorbed and (d) If not fully absorbed, areas where absorption has not taken place, and he reasons thereof	N.A. N.A.
IV	The expenditure incurred	Considering the nature of services and businesses, no specific
	on Research and	amount of expenditure is earmarked for Research and
	Development	Development. However, the Company on an ongoing basis
		strives for various improvements in the products, platforms, and
		processes.

(c) Foreign exchange earnings and Outgo

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

28. CORPORATE SOCIAL RESPONSIBILITY

The Company''s net worth is below Rs. 500 crore, Turnover is less than Rs. 1,000 Crore and Net profit (Before Tax) is less than Rs. 5 Crore, during the financial year 2023-24, hence provisions of section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In line with the provisions of Listing Regulations, Act, and the principles of good governance, the Company has devised and implemented a vigil mechanism, in the form of ''Whistle-Blower Policy'' which can be accessed on the website of the Company at https://bflfin.com/wp-content/uploads/2025/04/Whistle-Blower-Policy.pdf? t=1746186873. Detailed information on the Vigil Mechanism of the Company is provided in the Report on the Corporate Governance which forms part of the Annual Report.

31. DISCLOSURE ON SECRETARIAL STANDARDS

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

32. EXTERNAL RATING

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

33. RBI COMPLIANCES

Your Company is a Non-Banking Non Deposit Taking Non Systemically Important Investment and credit Company ("NBFC-ICC"), and continues to comply with the applicable regulations and guidelines of Reserve Bank of India and provisions as prescribed in Master Direction - Reserve Bank of India (NonBanking Financial Company - Scale Based Regulation) Directions, 2023 as amended from time to time.

The Company has been identified for categorization as NBFC-Base Layer under Scale Based Supervision Regulation (SBSR), a Revised Regulatory Framework for NBFCs. The Board periodically reviews the policies and approves amendments as and when required.

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

34. PARTICULARS OF REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

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

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

35. MANAGING DIRECTOR AND CFO CERTIFICATE

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

36. PREVENTION OF INSIDER TRADING

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

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

37. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

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

All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the financial year ended on March 31, 2025 and a declaration to this effect signed by the Managing Director forms part of the Corporate Governance Report as Annexure -C.

38. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for Financial Year 2024-25 have been prepared with the applicable accounting principles in India and the mandatory Indian Accounting Standard (''Ind AS'') as prescribed under Section 133 of the Act, read with the rules made there under.

39. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Act, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended on March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended on March 31, 2025 and of the profit and loss of the Company for that period;

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

iv. the Directors have prepared the annual accounts on a going concern basis;

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

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

40. OTHER DISCLOSURES

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

41. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Bankers, Company''s shareholders, auditors, advisors, business partners, for the patronage received from them including officials there at from time to time. The Board would also like to thank the BSE Limited, Central Depository Services (India) Limited, National Securities Depository Limited and MCS Registrar and Share transfer Agent (Registrar and Share Transfer Agent) for their continued co-operation.

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

---

Mar 31, 2024

The Board of Directors of the Company are pleased to present the 29^th (Twenty-Ninth) Annual Report of
your Company on the business, operations and state of affairs of the Company together with the Audited
Financial Statements and the Auditor'' Report for the Financial Year ended on March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The highlights of Company''s financial performance for the Financial Year ended on March 31, 2024 are
summarized below:

(Amount in Lakh)

	Particulars		March 31, 2024	March 31, 2023
Total Income			2,740.53/-	149.70/-
	Less: Total Expenditure		2,433.25 /-	134.51/-
	Profit / (Loss) before Taxation		307.28/-	15.22/-
	Tax expenses		77.34/-	(21.45/-)
	Profit / (Loss) after Tax		229.94/-	36.66/-

2. PERFORMANCE REVIEW AND STATE OF COMPANY''S AFFAIRS

The Company''s main business is dealing in shares, securities, futures and options.

The total income for the F.Y. 2023-24 under review was Rs. 2,740.53/- Lakh as against Rs. 149.70/- Lakh
in the previous F.Y. 2022-23. The Profit before tax for the F.Y. 2023-24 is Rs. 307.28/- Lakh as against Rs.
15.22/- Lakh in the previous F.Y. 2022-23. The Profit after tax for FY 2023-24 is Rs. 229.94/- Lakh as against
Rs. 36.66/- Lakh in the previous F.Y. 2022-23.

The Company is dealing in shares and stock trading which is unforeseen, in terms of performance of the
Industries, economic scenario, GDP Growth of the Country, Government policies, political situation and
global trends etc.

The creditable performance of your Company brings out the resilience of its business model and at the
same time highlights its ability to move swiftly in tough conditions. It also underscores the trust and
confidence of its members which is a crucial differentiator and contributes immensely to your Company''s
performance in these uncertain times.

3. TRANSFER TO RESERVE FUND

Reserve and Surplus Account as on March 31, 2024 of your Company increased by 111.67% to Rs. 435.84/-
Lakh as against Rs. 205.90 /- Lakh as on March 31, 2023.

Under Section 45IC of the Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are
required to transfer a sum of not less than 20% of its net profit every year to reserve fund before
declaration of any dividend. Accordingly, the Company has transferred a sum of Rs. 45.99/- Lakh to its
reserve fund.

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

4. DIVIDEND

The Board of Directors did not recommend any dividend on equity shares for the FY 2023-24 and decided
to plough back the profits in order to fulfil the long-term requirements and enhancing the growth of the
business.

5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 and 125 of the Companies Act, 2013 ("Act") read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to
time, dividends which remain unpaid or unclaimed for a period of 7 (seven) years from the date of transfer
to unclaimed dividend account are required to be transferred to the Investors Education and Protection
Fund. There were no unclaimed/ unpaid dividend liable for transfer to the Investors Education and
Protection Fund during the Financial Year 2023-24.

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

There is no change in the nature of the business as compared to the immediately preceding Financial Year.

Material changes and commitments that have occurred from the end of the Financial Year 2023-24 till
the date of this Report, which would affect the financial position of your Company:

The Board of Directors of the Company at its meeting held on Friday, May 10, 2024 approved the issue of
equity shares of the Company for an amount not exceeding Rs. 15,00,00,000/- (Rupees Fifteen Crores
Only) on rights issue basis to the existing eligible equity shareholders of the Company.

Except this, there were no material changes and commitments that have occurred from the end of the
Financial Year 2023-24 till the date of this Report, which would affect the financial position of your
Company.

7. CHANGES IN SHARE CAPITAL, IF ANY.

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2024 stood at
Rs. 10,20,35,000 (Rupees Ten Crore Twenty Lakhs Thirty Five Thousand Only) consisting of 1,02,03,500
(One Crore Two Lakhs Three Thousand Five Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

There were no changes in the issued, subscribed and paid-up equity share capital of the Company during
the Financial Year 2023-24.

• INCREASE IN AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company increased from Rs. 12,00,00,000/- (Rupees Twelve Crores
Only) consisting of 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each
to Rs. 31,00,00,000 (Rupees Thirty-One Crores Only) consisting of 3,10,00,000 (Three Crores Ten Lakhs)
Equity Shares of Rs. 10/- (Rupees Ten only) each by the creation of an additional 1,90,00,000 (One Crore
Ninety Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each by passing ordinary resolution through
Postal Ballot on Friday, March 29, 2024.

8. ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2024 in the Form MGT-7 in accordance with
the provisions of Section 92 (3) read with Section 134(3)(a) of the Companies Act 2013 ("Act"), and
the Companies (Management and Administration) Rules, 2014 is hosted on the website of the Company
and can be accessed at https://www.bflfin.com/wp-content/uploads/2024/07/2.-Form MGT 7.pdf.

9. ASSOCIATE COMPANIES, JOINT VENTURES AND SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate and Joint Venture as on March 31, 2024. Hence, the
details of this clause are not applicable to the Company.

10. DIRECTORS/ KEY MANAGERIAL PERSONNEL / SENIOR MANAGEMENT
PERSONNEL/ APPOINTMENT/ RE-APPOINTMENT / CESSATION

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

BOARD OF DIRECTORS

A. Directors liable to retire by rotation:

In accordance with the provisions of Section 152(6) and other applicable provisions of the Act and the
rules made there under and the Articles of Association of the Company, Mrs. Alpana Baid (DIN: 06362806)

Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, has offered herself for re-appointment.

Mr. Mahendra Kumar Baid (DIN: 00009828) Managing Director of the Company, retired by rotation and
was re-appointed in the 28^th Annual General Meeting held on Tuesday, September 26, 2023.

B. Re-appointment of Managing Director:

In accordance with the Sections 196, 197, 198 and 203 read with Schedule V and other applicable
provisions of the Act and rules made there under and the Articles of Association of the Company Mr.
Mahendra Kumar Baid (DIN: 00009828) has been re-appointed as Managing Director of the Company at
the 28^th Annual General Meeting held on Tuesday, September 26, 2023 for a period of 3 years with effect
from July 28, 2023 to July 27, 2026.

SENIOR MANAGEMENT PERSONNEL

There were no changes in the Senior Management Personnel of the Company during the Financial Year
2023-24. The Senior Managerial Personnel of the Company as on March 31, 2024 are as follows:

Sr. No.	Name of the SMP	Designation
1.	Ms. Ilma Suza	Company Secretary and Compliance Officer
2.	Mr. Ravi Bohra	Chief Financial Officer

KEY MANAGERIAL PERSONNEL

There were no changes in the Key Managerial Personnel of the Company during the Financial Year 2023¬
24. The Key Managerial Personnel of the Company as on March 31, 2024 are as follows:

Sr. No.	Name of the KMP	Designation
1.	Ms. Ilma Suza	Company Secretary and Compliance Officer
2.	Mr. Ravi Bohra	Chief Financial Officer

CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS OF THE COMPANY OCCURRED AFTER THE
END OF THE FINANCIAL YEAR 2023-24 BUT BEFORE/TILL THE DATE OF THIS REPORT OF BOARD OF
DIRECTORS OF THE COMPANY:

A. Resignation of Non-Executive, Independent Director:

Mr. Puneet Kumar Gupta (DIN: 00019971), Independent Director of the Company, resigned from the office
of Independent Director of the Company due to pre-occupation in personal and other professional
commitments w.e.f. the closure of business hours on June 07, 2024. Consequently, he ceased to be the
Member of the Audit Committee, Nomination and Remuneration Committee and Stakeholders''
Relationship Committee w.e.f. the closure of business hours on June 07, 2024.

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

B. Appointment of Non-Executive, Independent Director:

Mr. Ajay Agarwal (DIN: 10727170) was appointed by the Board of Directors of the Company as an
Additional Director (Non-Executive, Independent) at its meeting held on Friday, August 09, 2024 under
Section 161 of the Companies Act, 2013 who shall hold office till the ensuing Annual General Meeting.
The Board of Directors have recommended the reappointment of Mr. Ajay Agarwal (DIN: 10727170) at
the ensuing Annual General Meeting for a period of 5 years from August 09, 2024 to August 08, 2029.
Resolution for his appointment is being proposed at the 29^th Annual General Meeting.

Mr. Ajay Agarwal (DIN: 10727170) is a Post Graduate from National Institute of Management having
graduated in MBA with specialization in Marketing Management. He possesses detailed practical
knowledge and expertise in the field of Marketing Management and he has more than 9 years of
experience in the marketing Management.

Detailed profile of Mr. Ajay Agarwal (DIN: 10727170) pursuant to Regulation 36(3) of Securities and
exchange Board of India (listing Obligations and disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and relevant provisions of Secretarial Standard on General Meetings issued by the Institute
of Company Secretaries of India is furnished as Annexure to the notice calling 29^th Annual General Meeting
of members of the Company.

Your Board of Directors believes that Mr. Ajay Agarwal (DIN: 10727170) is having requisite integrity,
expertise, specialized knowledge, experience, proficiency and his appointment on the Board will support
in broadening the overall expertise of the Board and will bring wide experience.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The present Directors and Key Managerial Personnel of the Company are as follows:

S. No.	Name of Directors/Key Managerial Personnel	Designation
1.	Mr. Mahendra Kumar Baid	Managing Director
2.	Mr. Aditya Baid	Non-Executive Director
3.	Mr. Ajay Agarwal*	Additional Director (Non-Executive and Independent)

4.	Mrs. Alpana Baid	Non-Executive Director
5.	Mr. Amit Kumar Parashar	Non-Executive and Independent Director
6.	Mr. Kuldeep Jain	Non-Executive and Independent Director
7.	Ms. Ilma Suza	Company Secretary and Compliance Officer
8.	Mr. Ravi Bohra	Chief Financial Officer

*Mr. Ajay Agarwal (DIN: 10727170) was appointed as an Additional Director (Non-Executive, Independent) by the Board of Directors of the
Company at its meeting held on Friday, A ugust 09, 2024 and he shall hold office till the ensuing Annual General Meeting subject to his appointment
by the shareholders of the Company at the ensuing Annual General Meeting.

The Board Composition of the Company is available on the Company''s website and can be accessed at

https://www.bflfin.com/7page id=73

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

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

11. DECLARATION BY INDEPENDENT DIRECTORS

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

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

Mr. Amit Kumar Parashar (DIN: 07891761) Non-Executive and Independent Director has successfully
qualified the online proficiency self-assessment test for Independent Director''s Databank on June 06,
2022.

Mr. Kuldeep Jain (DIN: 08189540) Non-Executive and Independent Director has successfully qualified the
online proficiency self-assessment test for Independent Director''s Databank on June 14, 2022.

Further, as per proviso to sub-rule (4) of Rule 6 of the Companies (Appointment and Qualification of
Directors) Rule, 2014, Mr. Puneet Kumar Gupta* (DIN: 00019971) Non-Executive and Independent
Director of the Company is not required to pass online proficiency self-assessment test.

Furthermore, Mr. Ajay Agarwal (DIN: 10727170) Additional (Non-Executive, Independent Directors) of the
company has registered his name in the data bank on Saturday, July 27, 2024. Accordingly, he is required
to pass online proficiency self-assessment test for Independent Director''s Databank within a period of
two years from the date of inclusion of their name in the data bank.

The Board took on record the declaration and confirmation submitted by the Independent Directors after
considering the prescribed criteria of independence, and undertaking due assessment of the veracity of
the same in terms of the requirements of Regulation 25 of the Listing Regulations.

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in
the Act and Listing Regulations and have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act and are independent of the management.

*Mr. Puneet Kumar Gupta resigned from the office of Independent Director of the Company due to pre-occupation with personal and other
professional commitments w.e.f. the closure of business hours on June 07, 2024.

12. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL
AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

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

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

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

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

The Nomination and Remuneration Policy, approved by the Board is available on the website of the
Company, the same can be accessed at https://www.bflfin.com/wp-content/uploads/2024/04/14.-
Nomination-and-Remuneration-Policy.pdf

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

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

(b) To identify individuals suitably qualified to be appointed as the KMPs or in the senior management of
the Company;

(c) To recommend to the Board on the selection of individuals nominated for Directorship;

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

(e) To assess the independence of independent Directors;

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

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

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

(i) To devise a policy on Board Diversity;

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

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

13. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has
put in place a Familiarisation Programme for the Independent Directors to familiarise them with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters etc. The details of number of
familiarisation programmes and number of hours spent by each of the Independent Directors during
the Financial Year 2023-24 and on cumulative basis, in terms of the requirements of Listing Regulations
are available on the website of the Company www.bflfin.com and can be accessed through the web link:
https://www.bflfin.com/wp-content/uploads/2024/05/8.-Familiarisation-programme.pdf

14. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Regular meetings of the Board were held to discuss and decide on various business policies, strategies
and other matters.

The Board of Directors of the Company met 7 (Seven) times during the year under review. The requisite
quorum was present in all the Meetings. The intervening gap between the meetings was within the period
prescribed under the Act, Secretarial Standard-1 (SS-1) and the listing regulations. Details of the meeting
of Board of Directors of the Company and attendance of the Directors thereat forms part of the
"Corporate Governance Report" annexed to this report as Annexure-V.

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

Sr. No.	Date
1.	May 25, 2023
2.	July 04, 2023
3.	July 31, 2023
4.	August 22, 2023
5.	November 03, 2023
6.	February 05, 2024
7.	February 23, 2024

BOARD COMMITTEE

The Company has various Committees which have been constituted as a part of good corporate
governance practices and the same are in compliance with the requirements of the relevant provisions of
applicable laws and statutes. The Board has constituted four Committees during the F.Y. 2023-24:

i. ) Audit Committee

ii. ) Nomination and Remuneration Committee

iii. ) Stakeholders'' Relationship Committee

iv. ) Risk Management Committee

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

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

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

The details of Board and Committees including composition and Meetings held during the financial year
ended on March 31, 2024 and attendance of Directors/Committee Members thereat are set out in the
Corporate Governance Report enclosed as Annexure-V which forms part of this report.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was held on May 25, 2023 without the presence of Non¬
Independent Directors, Members of Management and employees of the Company as required under the
Act and in Compliance with requirement under Schedule IV of the Act and as per requirements of Listing
Regulations and discussed matters specified therein. The Company Secretary and Compliance Officer of
the Company facilitated the convening and holding of the meeting upon instructions of the Independent
Directors.

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

15. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

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

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

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

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

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

Particulars	Nos.
No. of Complaints Pending at the Beginning of the Year	0
No. of Complaints Received and Resolved during the year	0
No. of Complaints Pending at the End of the Year	0

17. AUDITORS & AUDITOR''S REPORT
Statutory Auditors & Audit Report

Pursuant to the provisions of section 139 of the Act, M/s. Khilnani & Associates, Chartered Accountants
(Firm Registration No. 005776C) were appointed as the Statutory Auditors of the Company at 25^th AGM
of the Company held on September 28, 2020 for a term of five years.

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

The Financial Statements and the Auditor''s Report for the financial year ended on March 31, 2024 are
free from any qualification, reservation, observation and adverse remark; further the notes on accounts
are self-explanatory. The Auditors'' Report is enclosed with the financial statements in this annual report.

Secretarial Auditor & Secretarial Audit Report

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

In consonance with the aforementioned requirements, M/s V. M. & Associates, Company Secretaries
(Firm Reg. No. P1984RJ039200) were appointed as Secretarial Auditors to conduct the secretarial audit of
the Company for the financial year 2023-24.

Secretarial Audit Report in Form MR-3 as issued by M/s V. M. & Associates, Company Secretaries, in
respect of the secretarial audit of the Company for the financial year ended on March 31, 2024, is annexed
as Annexure-I to this Report. The Audit Report is free from any qualification, reservation, observation and
adverse remark and the report is self-explanatory and does not call for any further comments.

In accordance with Regulation 24A of Listing Regulations, a report on secretarial compliance issued by
M/s V. M. & Associates, Company Secretaries, for Financial Year 2023-24 has been submitted with the
stock exchange within the period prescribed therein. They have stated in the report that the Company
has complied with the provisions of the Act, rules made thereunder, Secretarial Standards, SEBI
Regulations, Guidelines and RBI Master Directions applicable on the Company. The Secretarial Compliance
Report is free from any qualification, reservation, observation and adverse remark and the report is self¬
explanatory and does not call for any further comments.

M/s. V. M. & Associates, Company Secretaries (Firm Registration Number: P1984RJ039200) have
confirmed their eligibility and willingness to accept the re-appointment as Secretarial Auditor of the
Company. The Company has received consent/eligibility certificates from M/s V. M. & Associates,
Company Secretaries. Accordingly, Board in its meeting held on May 10, 2024 has re-appointed M/s V. M.
& Associates, Company Secretaries, Jaipur as Secretarial Auditor (Firm Reg. No. P1984RJ039200) of the
Company to carry out Secretarial Audit of the Company for the Financial Year 2024-25.

Internal Auditor

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

In consonance with the aforementioned, M/s Shiv Shankar Khandelwal & Co., (Firm Registration No.
006852C), Chartered Accountants, Jaipur, were appointed as Internal Auditors of the Company for the
financial year 2023-24.

The Internal Audit Report issued by M/s. Shiv Shankar Khandelwal & Co., for the Financial Year ended on
March 31, 2024 is free from any qualification, reservation, observation and adverse remark and the
Internal Audit report is self-explanatory and does not call for any further comments.

M/s Shiv Shankar Khandelwal & Co., Chartered Accountants (Firm Registration No. 006852C), Jaipur, have
confirmed their eligibility and willingness to accept the re-appointment. The Company has received
consent/eligibility certificates from M/s. Shiv Shankar Khandelwal & Co., Chartered Accountants.
Accordingly, Board in its meeting held on May 10, 2024 has re-appointed M/s Shiv Shankar Khandelwal &
Co., Chartered Accountants, Jaipur (Firm Reg. No. 006852C) as the Internal Auditor of the Company for
the financial year 2024-25.

Cost Audit

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

Reporting of Frauds by Auditors

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

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES BY
THE COMPANY

Pursuant to the provisions of Section 186(11) of the Act, read with Rule 11(2) of the Companies (Meetings
of Board and its Powers) Rules, 2014, the loans made, guarantees given or securities provided or
acquisition of securities by a Non-Banking Financial Company (NBFC) registered with RBI, in the ordinary
course of its business are exempt from the applicability of the provisions of Section 186 of the Act. As
such, the particulars of loans and guarantee have not been disclosed in this Report. Further, particulars of

Loans given and investments made by the company are given under Note No. 4 and 5 respectively of the
Financial Statements of the company for the Financial Year ended on March 31, 2024 forming part of this
Annual Report.

19. RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during Financial Year 2023-24 with
related parties were in compliance with the applicable provisions of Section 188 of the Act, Regulation 23
of Listing regulations and IND AS-24 and are disclosed under Note No. 4.23 of the Notes to Financial
Statements for the financial year ended on March 31, 2024. Prior omnibus approval of the Audit
Committee is obtained for all related party transactions which are foreseen and of repetitive nature.

Pursuant to the said omnibus approval, details of transactions entered into is also reviewed by the Audit
Committee on a quarterly basis. All related party transactions entered during Financial Year 2023-24 were
in the ordinary course of business and on arm''s length basis and not material under the Act and Listing
Regulations. None of the transactions required members'' prior approval under the Act or Listing
Regulations.

Details of transactions with related parties during Financial Year 2023-24 are provided in the notes to the
Financial Statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act.
Hence, the prescribed Form AOC-2 does not form a part of this report.

The Company''s Policy on Materiality of Related Party Transactions is put up on the Company''s website
and can be accessed at https://www.bflfin.com/wp-content/uploads/2024/04/13.-Policy-on-Materiality-
of-Related-Party-Transaction.pdf

20. RISK MANAGEMENT

Risk Management is an integral part of the Company''s business strategy with focus on building risk
management culture across the organization. The Company has developed and implemented a risk
management policy which encompasses practices relating to identification, assessment monitoring and
mitigation of various risks to key business objectives. The Risk management framework of the Company
seeks to minimize adverse impact of risks on our key business objectives and enables the Company to
leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/
Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three
different dimensions for the Company.

Funding Risk: The risk that the company will not be able to meet the short-term financial obligations when
they become due.

Time Risk: To compensate for non-receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business
opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the
Company''s financial condition. The short term/immediate impact of changes in interest rates are on the
Company''s Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on
the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company
arising out of all re-pricing mismatches and other interest rate sensitive positions.

Strategic Risk: Strategic or business risk is the risk associated with the formulation and execution of an
organisation''s strategy.

Risk Treatment

To prioritize risk control actions in terms of their potential to benefit the organization. Risk
treatment includes risk control/ mitigation and extends to risk avoidance, risk transfer (insurance), risk
financing, risk absorption etc. for¬

a) Effective and efficient operations

b) Effective Internal Controls

c) Compliance with laws and regulations

Risk Treatment shall be applied at all levels through carefully selected validations at each stage to ensure
smooth achievement of the objective.

The Company''s Risk Management Policy is put up on the Company''s website and can be accessed at
https://www.bflfin.com/wp-content/uploads/2024/05/2.-Risk-Management-Policy.pdf

21. INTERNAL FINANCIAL CONTROL SYSTEMS

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

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

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

22. DETAILS RELATING TO DEPOSITS

Being a non-deposit taking NBFC the Company has not accepted any deposit within the meaning of the
Companies (Acceptance of Deposits) Rules, 2014 or Chapter V of the Act, and guidelines and directions of
Non-Banking Financial Companies (Acceptance of Public Deposits) (Reserve Bank) Directions, 2016 as
prescribed by RBI in this regard and as such no details are required to be furnished.

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

23. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

24. CORPORATE GOVERNANCE REPORT

Your Company practices a culture that is built on core values and ethical governance practices. The
Company is committed to maintain the highest standards of Corporate Governance and adhere to the
Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The
Company has also implemented several best governance practices. The report on Corporate Governance
for the financial year ended on March 31, 2024 along with Certificate issued by M/s V.M. & Associates,
Company Secretaries confirming the compliance to applicable requirements related to corporate
governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report as
Annexure V.

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

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

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

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

(a) Conservation of energy:

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

(b) Technology absorption

I	the efforts made towards technology absorption	Your Company being a Non-Banking Finance Company, its activities do not require adoption of any specific technology. However, your Company has been in the forefront in implementing latest information technologies and tools towards enhancing our customer convenience and continues to adopt and use the latest technologies to improve the productivity and quality of its services. The Company''s operations do not require significant import of technology.
II	The benefits derived like product improvement	N.A.

	cost reduction, product development or import substitution
III	Technology Imported during the last three years	N.A.
	(a) The details of technology imported	N.A.
	(b) The year of import
	(c) Whether the technology been fully absorbed and	N.A.
	If not fully absorbed, areas where absorption has not taken place, and he reasons thereof	N.A.
IV	The expenditure incurred on Research and Development	Considering the nature of services and businesses, no specific amount of expenditure is earmarked for Research and Development. However, the Company on an ongoing basis strives for various improvements in the products, platforms, and processes.

(c) Foreign exchange earnings and Outgo

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

26. CORPORATE SOCIAL RESPONSIBILITY

The Company''s net worth is below Rs. 500 crore, Turnover is less than Rs. 1,000 Crore and Net profit
(Before Tax) is less than Rs. 5 Crore, during the immediately preceding financial year, hence provisions of
section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) rules, 2014, are
not applicable on the Company.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In line with the provisions of Listing Regulations, Act, and the principles of good governance, the Company
has devised and implemented a vigil mechanism, in the form of ''Whistle-Blower Policy'' which can be
accessed on the website of the Company at https://www.bflfin.com/wp-content/uploads/2024/04/21.-
Whistle-Blower-Policy.pdf . Detailed information on the Vigil Mechanism of the Company is provided in the
Report on the Corporate Governance which forms part of the Annual Report.

29. DISCLOSURE ON SECRETARIAL STANDARDS

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

30. EXTERNAL RATING

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

31. RBI COMPLIANCES

Your Company is a Non-Banking Non Deposit Taking Non Systemically Important Investment and credit
Company ("NBFC-ICC"), and continues to comply with the applicable regulations and guidelines of
Reserve Bank of India and provisions as prescribed in Master Direction - Reserve Bank of India (Non¬
Banking Financial Company - Scale Based Regulation) Directions, 2023 as amended from time to time.

The Company has been identified for categorization as NBFC-Base Layer under Scale Based Supervision
Regulation (SBSR), a Revised Regulatory Framework for NBFCs. The Board periodically reviews the policies
and approves amendments as and when required.

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

32. PARTICULARS OF REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

• During the year under review, none of the Directors/KMP/employee of the Company was in receipt
of the remuneration exceeding the limits prescribed u/s 197 of the Act read with The Companies
(Appointment and Remuneration of Managerial Personnel), Rules, 2014 of the Act.

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

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

33. MANAGING DIRECTOR AND CFO CERTIFICATE

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

34. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 (PIT Regulations) as amended from time to time, the Board has formulated and
implemented a Code of Conduct to regulate, monitor and report trading by its designated person and
other connected person and Code of Practices and Procedures for fair disclosure of Unpublished
Price Sensitive Information. The trading window is closed during the time of declaration of results and
occurrence of any material events as per the code. The same is available on the Company''s website and
can be accessed at https://www.bflfin.com/wp-content/uploads/2019/05/Code-of-Fair-Disclosure-and-
Conduct-under-Regulation-82-of-the-SEBI-PIT-Regulations-2015.pdf

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

35. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

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

All the members of the Board and Senior Management Personnel have affirmed compliance to the code
for the financial year ended on March 31, 2024 and a declaration to this effect signed by the Managing
Director forms part of the Corporate Governance Report as Annexure V.

36. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for Financial Year 2023-24 have been prepared with the
applicable accounting principles in India and the mandatory Indian Accounting Standard (''Ind AS'') as
prescribed under Section 133 of the Act, read with the rules made there under.

37. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Act, the Board of Directors of the Company hereby state
and confirm that:

i. in the preparation of the annual accounts for the year ended on March 31, 2024, the applicable
accounting standards have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the Financial Year ended on March 31, 2024 and of the
profit and loss of the Company for that period;

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

iv. the Directors have prepared the annual accounts on a going concern basis;

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

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

38. DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING ON COMPANY

There are no agreement impacting management or control of the Company or imposing any restriction or
create any liability upon the Company as specified in Schedule III, Para A, Clause 5A of Listing Regulations.

39. OTHER DISCLOSURES

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

40. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Reserve Bank of
India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Bankers, Company''s
shareholders, auditors, advisors, business partners, for the patronage received from them including
officials there at from time to time. The Board would also like to thank the BSE Limited, Central Depository
Services (India) Limited, National Securities Depository Limited and MCS Registrar and Share transfer
Agent (Registrar and Share Transfer Agent) for their continued co-operation.

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

Date: August 09, 2024 For and on behalf of the Board of Directors

Place: Jaipur For BFL Asset Finvest Limited

Sd/- Sd/-

Registered Office: 1 Tara Nagar, Mahendra Kumar Baid Aditya Baid

Ajmer Road, Jaipur - 302006 Managing Director Director

(Rajasthan) DIN: 00009828 DIN: 03100584

---

Mar 31, 2019

The directors are pleased to present the 24^th Annual Report of your Company together with the audited Financial Statements for the Financial Year 2018-19.

I. COMPANY’S PERFORMANCE

The Company’s financial highlights for the financial year ended on 31st March, 2019 are summarized below:

(Amount in Rs.)

Particulars	F.Y. 2018-19	F.Y. 2017-18
Total Revenue	6,17,94,266/-	57,43,754/-
Less: Total Expenditure	6,07,40,905/-	48,63,950/-
Profit / (Loss) before Taxation	10,53,360/-	8,79,804/-
Tax expenses	2,64,124/-	5,50,462/-
Profit / (Loss) after Tax	7,89,236/-	3,29,342/-

II. PERFORMANCE REVIEW AND STATE OF COMPANY’S AFFAIRS

The Company’s main business is dealing in shares, securities, futures and options.

The net receipts from operations during the year under review were Rs. 6,17,94,266/- as against Rs. 57,43,754/-in the previous year. The profit after tax is Rs.7,89,236/-/-as against Rs. 3,29,342-/in the previous year.

The Company has recorded a growth in revenue and profit during the year under review.

III. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the financial year ended on 31st March, 2019.

IV. EXTRACT OF ANNUAL RETURN

Pursuant to section 134 (3) (a) and section 92 (3) of the Companies Act 2013 (hereinafter referred as “Act”), read with Rule 12 of the Companies (Management and administration) Rules, 2014 as amended, an extract of Annual Return in form MGT-9 as on March 31, 2019 has been prepared and enclosed as Annexure -I which forms part of this report.

The above referred extract of Annual Return in form MGT-9 as on March 31, 2019 is available on the website of the Company and can be accessed at http://www.bflfin.com/corporate-govrnance/#tab-id-7

V. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other matters.

The Meetings of the Board are held at the Registered Office of the Company at 1, Tara Nagar, Ajmer Road, Jaipur -302006 (Rajasthan). During the year under review,4 (Four) Board Meetings were held on May 15, 2018; August 09, 2018;November 13, 2018 andJ anuary 31, 2019.The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Regulations”).

The details of board and committee meetings held during the financial year ended 31st March, 2019 and attendance thereto are set out in the Corporate Governance Report enclosed as Annexure VI which form a part of this report.

VI. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The company has received necessary declaration from each of the Independent Directors of the Company that they meet the criteria of independence as provided under section 149(7) of the Act and Regulation 16 (b) and 25 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Regulations”) in respect of their position as an “Independent Director” of BFL Asset Finvest Limited(Formerly known as BFL Developers Limited).

In compliance with the regulations and act, the company has framed and adopted a code of conduct and ethics (“the code”). The code is applicable to the members of the board, the executive officers and all the employees of the company.

All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the financial year ended on March 31, 2019.

VII. DIRECTOR’S APPOINTMENT CRITERIA AND REMUNERATION POLICY ETC.

The board has formulated policy on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as mandated under Section 178 (3)/(4) of the Act and Regulation 19 read with Part D of Schedule II of the Regulations, is available on the website of the Company and can be accessed at http://www.bflfin.com/wp-content/uploads/2018/02/Nomination-and-Remuneration-Policy Website.pdfand also in the Corporate Governance Report. There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

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

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

(b) To identify individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;

(c) To recommend to the Board on the selection of individuals nominated for Directorship;

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

(e) To assess the independence of independent directors;

(f) such other key issues/matters as may be referred by the Board or as may be necessary in view of the regulations and provision of the Actand Rules thereunder.

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

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

(i) To devise a policy on Board diversity;

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

(h) Performance Evaluation of every Director, Key Managerial Personnel and Senior Management Personnel

VIII. AUDITORS & AUDITOR’S REPORT

1. Statutory Auditors & Audit Report

M/s. Khilnani& Associates, Chartered Accountants (Firm Registration No. 005776C), Jaipur were appointed as Statutory Auditors to hold office till the conclusion of the 25^thAnnual General Meeting of Company.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written certificate from M/s. Khilnani & Associates, Chartered Accountants (Firm Registration No. 005776C) to the effect that they confirm with the limits specified in the said Section and that they are not disqualified for appointment within the meaning of Section 141 of the said Act.

As per the provisions of Section 40 of the Companies (Amendment) Act, 2017 notified with effect from 7th May, 2018, there is no requirement for ratification of appointment of statutory auditors at every AGM and therefore, the board has not proposed the ratification of appointment of the said auditor at the ensuing AGM.

The Financial Statements and the Auditor’s Report for the financial year ended on 31st March, 2019 are free from any qualification, reservation or adverse remarks; further the notes on accounts are self-explanatory. The Auditors’ Report is enclosed with the financial statements in this annual report.

2. Secretarial Auditor& SecretarialAudit Report

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

In consonance with the requirements of aforementioned, M/s V. M. & Associates, Company Secretaries in Practice, Jaipur, (Firm Registration No. P1984RJ039200) were appointed as secretarial auditors to conduct the secretarial audit of the Company for the financial year 2018-19.

Secretarial Audit Report issued by M/s V. M. & Associates, Company Secretaries in Practice, in respect of the secretarial audit of the Company in Form MR-3 for the financial year ended on 31st March, 2019, is given in Annexure II to this Report.

The Secretarial Audit report for the financial year ended 31st March, 2019 is free from any qualification, reservation or adverse remark.

Further, the Board in its meeting held on May 28, 2019 has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2019-2020.

3. Internal Auditor

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

In consonance with the aforementioned, M/s Shiv Shankar Khandelwal& Co., Chartered Accountants, Jaipur (Firm Registration No. 006852C) was appointed to conduct the Internal Audit of the Company for the financial year 2018-19.

The Internal Audit Report is received yearly by the Company and the same is reviewed and taken on record by the Audit Committee and Board of Directors.

The Board in its meeting held on May 28, 2019 has re-appointed M/s Shiv Shankar Khandelwal & Co., Chartered Accountants, Jaipur (Firm Registration No. 006852C) as the Internal Auditor of the Company for the financial year 2019-20.

IX. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Act loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Financial Company(NBFC) registered with Reserve Bank of India, in the ordinary course of its business are exempted from the applicability of Provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report. However the same are mentioned in the Note No.6 of audited financial statement for the financial year ended on March 31, 2019.

X. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are done on arm’s length basis. Relevant Form for disclosure of particulars of contracts/arrangements/Transactions entered into by the company with related parties referred to in sub-section (1) of section 188 of the Actis given in Annexure III to this Report. The Company’s Policy on Materiality of Related Party Transactions is put up on the company’s website and can be accessed athttp://www.bflfin.com/wp-content/uploads/2018/02/P0LICY-0N-MATERIALITY-OF-RELATED-PARTY-TRANSACTION.pdf

XI. TRANSFER TO RESERVES:

Reserve and Surplus account as at March 31, 2019 of your company increased by3.19 % to Rs.2,55,15,179/- as against Rs.2,47,25,943/-in the previous financial year. Your Company has proposed to transfer to Special Reserve 20% of the profit in compliance with the extent norms of Reserve Bank of India (RBI).

The board does not propose to transfer any amount to General Reserve.

XII. RBI COMPLIANCES:

The company has complied with all the provisions of Master Direction - NonBanking Financial Company -Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016.

XIII. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY/CHANGE IN THE NATURE OF BUSINESS

In pursuance to Section 134 (3) of the Act, No material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the company.

XIV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

(a) Conservation of energy:

(b) Technology absorption

(c) Foreign exchange earnings and Outgo

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

XV. RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/ Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company’s financial condition. The short term/immediate impact of changes in interest rates are on the Company’s Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all re-pricing mismatches and other interest rate sensitive positions.

XVI. CORPORATE SOCIAL RESPONSIBILITY

Company’s net worth is below than Rs. 500 crore, Turnover is less than Rs.1000 Crore and Net profit (Before Tax) is less than Rs. 5 Crore, hence provisions of section 135 of the Actread with the Companies (Corporate Social Responsibility Policy) rules, 2014, are not applicable on the Company.

XVII. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the act, the Board of Directors has carried out an annual performance evaluation of its own performance, board committees and individual directors. The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, manner of conducting the meetings, value addition of the Board members and corporate governance etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

The detailed evaluations parameters and the process have been explained in Corporate Governance Report.

Other Statutory Disclosure as required under Rule 8(5) of the Companies (Accounts) Rules, 2014

I. Financial Summary/highlights are already mentioned in the beginning of the report.

II. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of Business of the Company.

III. DIRECTORS/KEY MANAGERIAL

PERSONNELAPPOINTMENT/REAPPOINTMENT/CESSATION

Following changes occurred in the Board of Directors:

- The Board of Directors at its meeting held on August 09, 2018 appointed Mr. Kuldeep Jain, as Additional Director in the capacity of Independent Director of the Company and it is proposed to appoint him as an Independent Director at the ensuing AGM, for a period of five years commencing from August 9, 2018 to August 8, 2023.

Mr. Kuldeep Jain fulfills the conditions for his appointment as an Independent Director as specified in the Act and of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015.He has a vast expertise and knowledge, it will be in the interest of the Company that Mr. Kuldeep Jain is appointed as an Independent Director.

- Mr. Surendra Mehta, resigned from the post of Independent Director with effect from August 11, 2018due to personal resons.

- On the basis of report of performance evaluation done by Nomination and Remuneration Committee and Board of Directors of the company the performance of Mr. Puneet Kumar Gupta is found satisfactory. Therefore the Board of Directors at its meeting held on May 28, 2019 has recommended the re-appointment of Mr. Puneet Kumar Gupta for a second term of 5 (five) consecutive years on the Board of the Company upto August 15, 2024 subject to the approval of shareholders in the ensuring Annual General Meeting.

- In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Sobhag Devi Baid, Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re- appointment.

- Mr. Mahendra Kumar Baid (DIN: 00009828) retired by rotation and reappointed in previous AGM held July 31, 2018.

IV. ASSOCIATE COMPANIES, JOINT VENTUREAND SUBSIDIARY COMPANIES

During the year under review, there was no associate, Joint Venture and subsidiary Company.

V. DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposit within the meaning of the Companies (Acceptance of Deposit) Rules, 2014 or Chapter V of the Actand guidelines and directions of Non-Banking Financial Companies (Acceptance of Public Deposits)(Reserve Bank) Directions, 2016 as prescribed by Reserve Bank of India in this regard and as such no details are required to be furnished.

VI. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

VII. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

Other Disclosures required under the provisions of the Act, and Regulations, as may be applicable

1. COMMITTEE OF DIRECTORS

The Board has constituted three Committees, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder’s Relationship Committee. Other details are laid down in the Corporate Governance segment of this Annual Report.

2. PARTICULARS OF REMUNERATION OF DIRECTORS, KMP’s AND EMPLOYEES

- None of the employee of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 of the Actduring the year under review. Following is the list of the employees of the Company:

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

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

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.

The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19.

- Number of complaints received: NIL

- Number of complaints disposed off: NIL

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis report pursuant to Regulation 34 of Regulations is annexed herewith as Annexure V to this report.

5. CORPORATE GOVERNANCE REPORT

A report on Corporate Governance for the financial year on ended March 31, 2019 along with Statutory Auditor’s Certificate on compliance with the provisions of Corporate Governance under Regulations is annexed herewith as Annexure VI to this report.

6. MANAGING DIRECTOR AND CFO CERTIFICATE

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

7. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2018-19 have been prepared with the applicable accounting principles in India and the mandatory Accounting Standard (‘AS’) as prescribed under Section 133 of the Act read with the rules made there under.

8. REPORTING OF FRAUDS BY AUDITORS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Act, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended on March 31, 2019, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year ended on March 31, 2019and of the profit and loss of the company for that period;

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

iv. the directors have prepared the annual accounts on a going concern basis;

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

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

10. VIGIL MECHANISM

In line with the provisions of Regulations, the Act, and the principles of good governance, the company has devised and implemented a vigil mechanism, in the form of ‘Whistle-Blower Policy’. Detailed information onthe Vigil Mechanism of the company is provided in the Report on the Corporate Governance which forms part of the Annual Report.

11. DISCLOSURE ON SECRETARIAL STANDARDS BY DIRECTORS

The company complies with all applicable standards issued by the Institute of Company Secretaries of India. 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.

12. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Company’s stakeholders, auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

Date: May 28, 2019 FOR AND ON BEHALF OF THE BOARD

BFL ASSET FIVEST LIMITED

(Formerly known as BFL Developers Limited)

Place: Jaipur Sd/- Sd/-

SOBHAG DEVI BAID MAHENDRA KUMAR BAID

(Director) (Managing Director)

DIN:00019831 DIN:00009828

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Mar 31, 2018

The directors are pleased to present the 23^rd Annual Report of your Company together with the audited annual Financial Statements for the Financial Year 2017-18.

1. COMPANY''S PERFORMANCE

The Company''sfinancial highlights forthe financial yearended on 31st March, 2018 are summarized below:

Particulars	F.Y. 2017-18	F.Y. 2016-17
Total Revenue	57,43,754/-	1.69.44.140/-
Less: Total Expenditure	48,63,950/-	37,29,038/-
Profit / (Loss) before Taxation	8,79,804/-	1,32,15,102/-
Tax expenses	5,50,462/-	44,93,599 /-
Profit / (Loss) after Tax	3,29,342/-	87,21,502/-

2. PERFORMANCE REVIEWANDSTATEOFCOMPANY''S AFFAIRS

The net receipts from operations during the year under review were Rs.57,43,754/- as against Rs.1,69,44,140/-in the previous year. The profit aftertax is Rs.3,29,342/-as against Rs.87, 21,502-/ in the previous year.

3. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the financial year ended on 31st March, 2018.

4. EXTRACTOF ANNUAL RETURN

Pursuant to section 134 (3) (a) and section 92 (3) of the Companies Act 2013 (hereinafter referred as “Act”), read with Rule 12 of the Companies (Management and administration) Rules, 2014 as amended, an extract ofAnnual Return in form MGT-9 as on March 31, 2018 has been prepared and enclosed as Annexure-I which forms part of this report.

5. NUMBER OFMEETINGSOFBOARDOF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other matters.

The Meetings of the Board are held at the Registered Office of the Company at 1, Tara N agar, Ajmer Road, Jaipur - 302006 (Rajasthan). During the year under review, 7 (Seven) Board Meetings were held on May 03, 2017; May 30, 2017; July 04, 2017; August 04, 2018; November 10, 2017, February 06, 2018 and March 09, 2018. The frequency of the meetings of the Board is in compliance with the extant rules and regulations as applicable on the Company.

The details of board and committee meetings held during the financial ended 31st March, 2018 and their attendance thereto are set out in the Corporate Governance Report enclosed as Annexure VI which form a part ofthis report.

6. DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Directors of the Company have affirmed that they continue to meet all the requirements specified under section 149 of the Act and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 in respect of their position as an “Independent Director" of BFL Asset Finvest Limited (Formerly known as BFL Developers Limited).

7. DIRECTOR''S APPOINTMENT CRITERIAAND REMUNERATION POLICY ETC.

The Nomination & Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of a directors as well as Nomination and Remuneration Policy forthe Company as mandated under Section 178(3)/(4)of theActand Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.

The above referred Policy is available on the website of the Company and can be accessed at http://www.bflfin.com/wp-content/uploads/2018/Q2/Nomination-and-Remuneration-Policy_Website.pdf

8. AUDITORS & AUDITOR''S REPORT

1. Statutory Auditors & Audit Report

M/s. Khilnani& Associates, Chartered Accountants (Firm Registration No. 005776C), Jaipur were appointed as Statutory Auditors to hold office till the conclusion of the 25^thAnnual General Meeting of Company.

As per the provisions of Section 40 of the Companies (Amendment) Act, 2017 notified with effect from 7th May, 2018, there is no requirement for ratification of appointment of statutory auditors at every AGM and therefore, the board has not proposed the ratification of appointment of the said auditor at theensuingAGM.

The Financial Statements and the Auditor''s Report forthe financial year ended on 31st March, 2018 are free from any qualification; furtherthe notes on accounts are self-explanatory.

2. Secretarial Auditor & Secretarial Audit Report

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint a Secretarial Auditorto carry out Secretarial Audit of the Company.

In consonance with the requirements of aforementioned , M/s V. M. & Associates, Company Secretaries in Practice, Jaipur, (Firm Registration No. P1984RJ039200) were appointed as secretarial auditor to conduct the secretarial audit of the Company for the financial year 2017-18.

Secretarial Audit Report issued by M/s V. M. & Associates, Company Secretaries in Practice, in respect of the secretarial audit of the Company in Form MR-3 for the financial year ended on 31st March, 2018, is given in Annexure II to this Report.

The Secretarial Audit report for the financial year ended 31st March, 2018 is free from any qualification, reservation or adverse remark.

Further, The Board in its meeting held on 15^th May, 2018 has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2018-19.

3. Internal Auditor

Pursuant to Section 138 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules,2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned, M/s Shiv Shankar Khandelwal& Co., Chartered Accountants, Jaipur (Firm Registration No. 006852C) was appointed to conduct the Internal Audit of the Company for the financial year 2017-18.

The Internal Audit Report is received yearly by the Company and the same is reviewed and taken on record by the Audit Committee and Board of Directors. The yearly Internal audit report received for the financial year 2017-18 is free from any qualification.

The Board in its meeting held on 15^th May, 2018 has re-appointed M/s Shiv Shankar Khandelwal& Co., Chartered Accountants, Jaipur (Firm Registration No. 006852C) as the Internal Auditor of the Company forthe financial year 2018-19.

9. LOANS, GUARANTEESAND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Financial Company(NBFC) registered with Reserve Bank of India, in the ordinary course of its business are exempted from the applicability of Provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report. However the same are mentioned in the audited financial statement for the financial year ended on March 31,2018.

10. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are done on arm''s length basis. Relevant Form for disclosure of particulars of contracts/arrangements/Transactions entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure III to this Report. The Company''s Policy on Materiality of Related Party Transactions is put up on the company''s website and can be accessed at http://www.bflfin.eom/wp-content/uploads/2018/02/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTION.pdf

11. TRANSFERTORESERVES:

Your Company has transferred to Special Reserve 20% of the profit in compliance with the provisioning norms of the Reserve Bank of India (RBI).

Also a provision of 0.25% on the standard assets of the Company was done during the year.

12. SPECIAL BUSINESS, POSTAL BALLOT, MAJOR CORPORATE ACTIONS

- The Company obtained the consent of the shareholders by passing Special/ordinary Resolution through Postal Ballot dated May 3,2017 result of which was declared on June 23, 2017forthefollowing matters:-

- For change in name of the company from “BFL Developers Limited” to “BFL Asset Finvest Limited” and consequent amendment to name clause of Memorandum of Association and Articles of Association of the company.

- To increase the Authorized Share Capital from Rs.5,50,00,000/- to Rs.12,00,00,000/- and consequent alteration of Capital Clause of Memorandum of Association.

- To issue 51,00,000 equity shares on Preferential basis to Promoter and Non Promoter Group

- During the year, the Company obtained the consent of ROC and Stock Exchange with respect to name change of the Company from BFL Developers Limited to BFLAsset Finvest Limited.

- The Board of Directors at its meeting held on July 04, 2017, alloted 51,00,000 equity shares on Preferential basis to Promoter Group consequent to which the paid up share capital of the company increased from Rs.5,10,35,000/- to Rs.10,20,35,000/-. Listing approval for such was received on July 21,2017 and trading approval on September 18,2017.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY/CHANGE IN THE NATURE OF BUSINESS

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

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

The information required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption, foreign exchange earnings and outgo are given below:

(a) Conservation of energy:

I	the steps taken or impact on conservation of energy	1. The company is dealing in Securities, commodities futures, financial and capital markets which require normal consumption of electricity. However the company is making necessary efforts to reduce the consumption of energy. 2. The office of the Company has been using LED bulbs that consume less electricity as compared to CFL and incandescent bulbs. The Company has increased the usage of low electricity consuming monitors in place of conventional monitors. The Company has started buying the new energy efficient computers that automatically goes into low power ‘sleep'' mode or off- mode when not in use. As a part of Green Initiative, a lot of paper work at Registered Office has been reduced by increased usage of technology.
II	the steps taken by the company for utilizing alternate sources of energy	NIL
III	the capital investment on energy conservation equipment	NIL

(b) Technology absorption

I	the efforts made towards technology absorption	Your Company being a Non-Banking Finance Company, its activities do not require adoption of any specific technology. However, your Company has been in the forefront in implementing latest information technologies & tools towards enhancing our customer convenience and continues to adopt and use the latest technologies to improve the productivity and quality of its services. The Company''s operations do not require significant import of technology.
II	The benefits derived like product improvement cost reduction, product development or import substitution	N.A.
III	Technology Imported during the last three years
	(a) The details of technology imported (b) The year of import	N.A.
	(c) Whether the technology been fully absorbed	N.A.
	(d) If not fully absorbed, areas where absorption has	N.A.
	not taken place, and he reasons thereof	N.A.
IV	The expenditure	Company has not incurred any expenditure on
	incurred on Research	research and development during the year under
	and Development	review.

(c) Foreign exchange earnings and Outgo

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

15. RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/ Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions forthe Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To com pen sate for non receipt of expected inflows of fund s.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company''s financial condition. The short-term/immediate impact of changes in interest rates are on the Company''s Net Interest Income (Nil). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all re-pricing mismatches and other interest rate sensitive positions.

16. CORPORATE SOCIAL RESPONSIBILITY

Company''s net worth is below than Rs.500 crore, Turnover is less than Rs.1000Croreand Net profit (Before Tax) is less than Rs.5 Crore, hence provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) rules, 2014, are not applicable on the Company.

17. FORMALANNUAL EVALUATION

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is conducted on an annual basis to satisfy the requirements of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure requirements) Regulations, 2015.

The following criteria assist in determining how effective the performances of the Directors/KMPs/Senior officials have been:

- Leadership & stewardship abilities;

- Contributing to clearly define corporate objectives & plans;

- Communication of expectations & concerns clearly with subordinates;

- obtain adequate, relevant & timely information from external sources;

- review& approval achievement of strategic and operational plans, objectives, budgets;

- regular monitoring of corporate results against projections ;

- identify, monitor & mitigate significant corporate risks ;

- assess policies, structures & procedures ;

- direct, monitor & evaluate KMPs, senior officials ;

- review management''s succession plan ;

- effective meetings ;

- assuring appropriate board size, composition, independence, structure ;

- clearly defining roles & monitoring activities of committees;

- review of corporation''s ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors for each of the Executive/Non- In dependent Directors, in a separate meeting of the Independent Directors.

The Board evaluated/assessed each of the Directors along with its own performance and that of the committees on the aforesaid parameters and in the manner as laid down below.

I. Of the Board as a whole: The performance of the Board was evaluated from the reviews/feedback of the directors them selves. The broad parameters for reviewing the performance of the Board, inter alia, contained the following:

I. Development of suitable strategies and business plans at appropriate time and its effectiveness;

II. Implementation of robust policies and procedures;

III. Size, structure and expertise of the Board;

IV. Oversight of the Financial Reporting Process, including Internal Controls;

V. Willingness to spend time and effort to learn about the Company and its business; and

VI. Awareness about the latest developments in the areas such as corporate governance framework, financial reporting, industry and market conditions.

II. Of Individual Director(s):

I. Evaluation of Managing Director / Whole time Director /Executive Director: The performance evaluation of Managing Director, Executive Director of the Company was done by all the directors including Independent Directors.

III. Evaluation of Independent Directors

- The Schedule IV of the Companies Act, 2013, i.e. “Code for Independent Directors” provides for the evaluation of Independent Directors.

- Under the view of this provision, the performance evaluation of ID''s was done by the entire Board of Directors, excluding the director being evaluated on the basis of the following criteria and including the parameters of evaluation of individual directors:

- Exercise of objective independent judgment in the best interest of Company;

- Ability to contribute to and monitor corporate governance practice; and

- Adherence to the Code of Conduct for Independent Directors.

IV. Evaluation of the Committees

The performance of the Committees of the Board was evaluated by the Directors, on the basis of the terms of reference of the Committee being evaluated. The broad parameters/criteria for reviewing the performance of all the Committees, inter alia, were:

1. Discharge of the functions and duties as per the terms of reference;

2. Process and procedures followed for discharging the functions;

3. Effectiveness of suggestion sand recommendations received;

4. Size, structure and expertise of the Committee; and

5. Conduct of the meetings and procedures followed in this regard.

Other Statutory Disclosure as required under Rule 8(5) of the Companies (Accounts) Rules. 2014

I. Financial Summary/highlights are already mentioned in the beginning of the report.

II. CHANGEINNATUREOF BUSINESS

There is no change in the nature of Business of the Company

III. DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTMENT / REAPPOINTMENT/CESSATION

- During the year, the Company obtained the consent of the shareholders by passing Special/ordinary Resolution in the 22^nd Annual General Meeting Dated September 11, 2017 for thefollowing matters:-

-Appointment of Mr. Am it Kumar Parashar as an Independent Director to hold office for a term of five years with effect from August 04,2017 to August 03,2022.

-Re-appointment of Mr. Mahendra Kumar Baid as Managing Director for a period 3 years with effect from July 28,2017 to July 27, 2020.

- In accordance with the provision of Section 152 of the Act, 2013 read with the rules made there under and the Article of Association of the Company, Mr. Mahendra Kumar Baid, Managing Director retiring by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

- As required by Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant provisions of secretarial standard of General Meeting, a brief profile and other details of Mr. Mahendra Kumar Baid, is forming part of the notice.

- During the year, Ms. NeetuJogani resigned from the post of Company Secretary with effect from May 30,2017.

- The Board of Directors at its meeting held on May 30, 2017 appointed Ms. SurbhiRawat, as Company Secretary and Compliance officer of the Company w.e.f June 10,2017.

- Mr. Mahendra Kumar Dugar resigned from the post of Independent Director with effect from August 04, 2017

- The Board of Directors at its meeting held on August 04, 2017 appointed Mr. Amit Kumar Parashar, as Additional Director in the capacity of Independent Director of the Company.

- Mr. AdityaBaid resigned from the post of Chief Financial officer with effect from January 02, 2018.

- The Board of Directors at its meeting held on February 06, 2018 appointed Mr. Nishant Jain asChief Financial officer of the Company.

- Mr. Nishant Jain resigned from the post of Chief Financial officer with effect from February 26, 2018.

- The Board of Directors at its meeting held on March 09, 2018 appointed Mr. Ravi Bohra as Chief Financial officer of the Company.

IV. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES

During the year under review, there was no associate, Joint Venture and subsidiary Company.

V. DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposit within the meaning of the Companies (Acceptance of Deposit) Rules, 2014 or Chapter V of the Companies Act, 2013 and guidelines and directions of Non-Banking Financial Companies (Acceptance of Public Deposits )(Reserve Bank) Directions, 2016 as prescribed by Reserve Bank of India in this regard and as such no details are required to be furnished.

VI. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

VII. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

Other Disclosures required under the provisions of the Companies Act, 2013 and the SEBI (Listing obligations and Disclosure requirements) Regulations, 2015, as may be applicable

1. COMMITTEE OF DIRECTORS

The Board has constituted three Committees, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder''s Relationship Committee. Other details are laid down in the Corporate Governance segment of this Annual Report.

2. PARTICULARSOF REMUNERATION OF DIRECTORS, KMP''sAND EMPLOYEES

- None of the employee of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 of the Companies Act, 2013 during the year under review. Following is the list of the employees of the Company:

S.N O.	Information required as per Rule 5(2)	1	2	3	4	5	6	7	8
1.	Name	Mr. Mahendr a Kumar Baid	Ms. Neetu Jogani	Ms Surbhi Rawat	Ms. Manika Mathur	Mr. Ravi Bohra	Mr. Sur endr a Yad av	Mr Sharv an Kumar Yadav	Mr Arvind Kumar
2.	Designation of the Employee	Managing Director	Company Secretary till May 30. 2017	Company Secretary w.e.f June 10, 2017	Executive Compliance Officer	Chief Financial Officer w.e.f M arch 09, 2018	Office Exe cutiv e	Office Executive	Office Exect ive
3.	Remunera tion received for the year	2,40.000/	31.783	1.67,1 39	1,15,202 /-	10,645 /-	1,11 ,949	99.052	97,435
4.	Nature of employme nt, whether contractual or otherwise	contractual	Other	Other	Other	Other	Oth er	Other	Other
5.	Qualificati on and experience of the Employee	Graduate More than 25 years of Experience	Company Secretary and experie nee of 8 Months	Comp any Secretary and experience of 13 Month s	Company Secretary and experience of 13 Months	BSC in Mathematics	Under Graduat e	Under Graduate	B.A.
6.	Date of commence ment of employees	August 31,2005	October 22. 2017	June 10 2017	June 05, 2017	March 09, 2018	April 02.2 015	April 03.201 5	April 02,201 5

7.	Age	51 Years	24 Years	27 Years	26 years	44 years	36 Yea rs	31 Years	22 Years
8.	Last employment held before joining the Company	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
9.	The percentag e of equity shares held by the employee along with the spouse and dependent children in the Company within the meaning of clause (iii) of sub -rule (2)	7.92%	NIL	NIL	NIL	NIL	NIL	NIL	NIL
10.	Name of Director or manager of whom such employee is a relative.	Mrs. Sobhag Devi Baid	NIL	NIL	NIL	NIL	NIL	NIL	NIL

- The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure IV.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

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.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18

- Number of com plaints received: NIL

- Number of complaints disposed off: NIL

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis report pursuant to Regulation 34 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 is annexed herewith as Annexure V to this report.

5. CORPORATE GOVERNANCE REPORT

A report on Corporate Governance for the financial year on ended March 31, 2018 along with Statutory Auditor''s Certificate on compliance with the provisions of Corporate Governance under SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 is annexed herewith as Annexure VI to this report.

6. MANAGING DIRECTOR AND CFOCERTIFICATE

The Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The annual certificate given by Managing Director and the Chief Financial Officer is published in this Report.

7. DISCLOSURE OFACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2017-2018 have been prepared with the applicable accounting principles in India and the mandatory Accounting Standard (''AS'') as prescribed under Section 133 of the Companies Act, 2013 read with the rules made there under.

8. DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to sub section 3(c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended on March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year ended on March 31, 2018 and of the profit and loss of the company for that period;

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

iv. the directors have prepared the annual accounts on agoing concern basis;

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

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

9. DISCLOSURE ON SECRETARIAL STANDARDS BY DIRECTORS:

The company complies with all applicable 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.

10. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Company''s stakeholders, auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

Date: May 15, 2018 FOR AND ON BEHALF OF THE BOARD

BFL ASSET FIVEST LIMITED

Place: Jaipur (Formerly known as BFL Developers Limited)

Sd/- Sd/-

SOBHAG DEVI BAID MAHENDRA KUMAR BAID

(Director) (Managing Director)

DIN:00019831 DIN: 00009828

---

Mar 31, 2015

The directors are pleased to present the 20th Annual Report of your Company together with the Annual Financial Statements for the Financial Year 2014-15.

COMPANY'S PERFORMANCE

Particulars F.Y. 2014-15 F.Y. 2013-14

Total Revenue 30,48,934/- 5,90,180/-

Less: Total Expenditure 28,66,619/- 4,31,446/-

Profit / (Loss) before Taxation 1,82,315/- 1,58,734/-

Tax Expenses (28,747/-) 17,048/-

Profit / (Loss) after Tax 2,11,062/- 1,41,686/-

PERFORMANCE REVIEW

The net receipts from operations during the year under review were Rs. 30,48,934/-as against Rs. 5,90,180/- in the previous year. The profit/ (Loss) after tax is Rs. 2,11,062/-as against Rs. 1,41,686/- in the previous year.

DIVIDEND

Following the conservative approach to retain profits, your Directors did not recommend payment of any dividend for the Financial Year 2014-15.

TRANSFER TO RESERVES:

As per requirement of RBI regulations, the Company has transferred the following amounts to various reserves during Financial Year ended March 31, 2015-

Amount transferred to Amount (in Rs.)

Special Reserve

- 20% of net profit 43,000/-

- 0.25% of Standard Assets (20,600/-)

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Registered Office of the Company at 1, Tara Nagar, Ajmer Road, Jaipur 302 006. During the year under review, 6 (Six) Board Meetings were held on 20.05.2014, 29.05.2014, 09.08.2014, 08.11.2014, 18.11.2014 and 02.02.2015. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31st March, 2015.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Non-Executive Directors of the Company, viz. Mr. Mahendra Kumar Dugar, Mr. Puneet Kumar Gupta and Mr. Surendra Mehta have affirmed that they continue to meet all the requirements specified under sub-section (6) of section 149 of Companies Act, 2013 in respect of their position as an "Independent Director" of BFL Developers Limited.

MANAGEMENT AND BOARD OF DIRECTORS

During the year, due to cessation of Mr. Manoj Kumar Jain, CFO of the Company, Mr. Aditya Baid was appointed as Chief Financial Officer of the Company in terms of Sec. 203 of the Companies Act, 2013 read with the rules made there under.

Mr. Nishant Jain, Director of the Company expressed his inability to continue as the Director of the Company due to his prior engagements. Mr. Nishant Jain has been on the Board of the company since 2002. The Board places on record its sincere appreciation and recognition towards the valuable contribution and services rendered by Mr. Nishant Jain during his tenure as a Director.

In terms of Sec. 203 of the Companies Act, 2013 read with the rules made hereunder, CS Harshita Maheshwari was appointed as Company secretary and Compliance Officer of the Company w.e.f. 02.02.2015.

Mr. Surendra Mehta was appointed as an Additional Director on the Board of the company w.e.f. 18.11.2014, and subject to the approval of the members at the ensuing Annual General Meeting his appointment is being regularized as Independent Non Executive Director on the terms and conditions as mentioned in the resolution in the Notice.

Mrs. Sobhag Devi Baid, Director of the Company whose period is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company retires by rotation in the ensuing AGM and being eligible, offers herself for reappointment.

AUDITORS

- Statutory Auditors

M/s. Khilnani & Associates, Chartered Accountants (Firm Registration No. 005776C), Jaipur are proposed to be appointed as Statutory Auditors in place of retiring Auditors M/s. Sharma Naresh & Associates, Chartered Accountants, and shall hold office from the conclusion of this Annual General Meeting till the conclusion of the 25th Annual General Meeting subject to ratification of the appointment by the members of the Company at every Annual General Meeting held after this Annual General Meeting.

The company has received letter from M/s. Khilnani & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act. Accordingly, the Board of Directors has recommended the appointment as Statutory Auditors on a remuneration to be decided by the Board.

The Notes on Financial Statements referred to in the Auditor's Report for the financial year ended 31st March, 2015 are self-explanatory and does not call for any further comments.

- Secretarial Auditor

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made there under, M/s V. M. & Associates, Company Secretaries in Practice, Jaipur, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15.

A Secretarial Audit Report issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended 31st March, 2015, is given in Annexure I to this Report.

The Secretarial Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2015-16.

- Internal Auditor

As per Section 138 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned, M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur was appointed to conduct the Internal Audit of the Company for the financial year 2014-15.

The internal Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board re-appointed M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur as the Internal Auditor of the Company for the financial year 2015 -16.

LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Financial Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are done on arm's length basis. Relevant Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure II to this Report.

POSTAL BALLOT

A. The Company is seeking consent of the shareholders, through proposed Special Resolution(s) as contained in the Notice to shareholders dated 16th May, 2015 and as mentioned hereunder:

1. to borrow money u/s 180 (1) (c) of the Companies Act, 2013 upto a sum of Rs. 2,50,00,00,000/- (Rupees Two Hundred and Fifty Crores only);

2. to create charge or mortgage, sell/lease or otherwise dispose off the whole or substantially the whole of the undertaking(s)and/or asset(s), present and future of the Company u/s 180 (1) (a) of the Companies Act, 2013, to secure borrowings, up to a sum of Rs. 2,50,00,00,000/- (Rupees Two Hundred and Fifty Crores only).

CS Manoj Maheshwari, FCS 3355, Practicing Company Secretary is appointed as the Scrutinizer for the Postal Ballot process. The e-voting facility will also be made available in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement for postal ballot process.

RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/ Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company's financial condition. The short term/immediate impact of changes in interest rates are on the Company's Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all reprising mismatches and other interest rate sensitive positions.

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of BFL Developers Limited (the "Company").

"Key Managerial Personnel" (KMP) means-

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

(ii) the Company Secretary;

(iii) the Whole-time Director:

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;

The term "Senior Management Personnel" means to include all members other than the Directors and KMPs of the Company, who are members of management one level below the Executive Directors.

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement and includes formal evaluation framework of the Board.

1. Purpose

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

2. Accountabilities

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

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

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for:

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

3.2 identifying individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;

3.3 recommending to the Board on the selection of individuals nominated for Directorship;

3.4 making recommendations to the Board on the remuneration payable to the Directors / KMPs / Senior Officials so appointed / reappointed;

3.5 assessing the independence of independent directors;

3.6 such other key issues/matters as may be referred by the Board or as may be necessary in view of the Listing Agreement and provision of the Companies Act 2013 and Rules there under.

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

3.8 ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

3.9 to devise a policy on Board diversity;

3.10 to develop a succession plan for the Board and to regularly review the plan;

The Nomination and Remuneration Committee comprises of the following:

a) The Committee shall consist of a minimum 3 non-executive directors, at least one-half of them being independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

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

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

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

b) Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

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

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

COMMITTEE MEMBERS' INTERESTS

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

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

VOTING

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

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

4. Appointment of Directors/KMPs/Senior Officials

4.1 Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of KMP/ a level below KMP are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to:

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

- the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

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

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

4.2 Personal specifications:

- Degree holder in relevant disciplines;

- Experience of management in a diverse organization;

- Excellent interpersonal, communication and representational skills;

- Demonstrable leadership skills;

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

- Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace;

- Having continuous professional development to refresh knowledge and skills.

5. Letters of Appointment

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

6. Remuneration of Directors, Key Managerial Personnel and Senior Management

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials.

The Directors, Key Management Personnel and other senior official's salary shall be based & determined on the individual person's responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

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

(i) Remuneration:

a) Base Compensation (fixed salaries)

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

b) Variable salary:

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

(ii) Statutory Requirements:

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

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

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

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

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

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

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

6.2 The remuneration payable to the Directors shall be as per the Company's policy and shall be valued as per the Income Tax Rules.

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

FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis and to satisfy the requirements of the Companies Act, 2013.

The following criteria assist in determining how effective the performances of the Directors / KMPs/ Senior officials have been:

- Leadership & stewardship abilities;

- Contributing to clearly define corporate objectives & plans;

- Communication of expectations & concerns clearly with subordinates;

- obtain adequate, relevant & timely information from external sources;

- review & approval achievement of strategic and operational plans, objectives, budgets;

- regular monitoring of corporate results against projections ;

- identify, monitor & mitigate significant corporate risks ;

- assess policies, structures & procedures ;

- direct, monitor & evaluate KMPs, senior officials ;

- review management's succession plan ;

- effective meetings ;

- assuring appropriate board size, composition, independence, structure ;

- clearly defining roles & monitoring activities of committees;

- review of corporation's ethical conduct.

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

The Board evaluated/assessed each of the Directors along with its own performance and that of the committees on the aforesaid parameters.

ASSOCIATE COMPANIES

During the year under review, Jaisukh Developers Private Limited ceased to be an associate Company.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-executive &Independent Director and as on March 31, 2015 was chaired by Mr. Mahendra Kumar Dugar.

The details of the composition of the Committee are set out in the following table:

Name of Member Category Category

Mr. Mahendra Kumar Dugar Non-Executive & Independent Director Chairman DIN: 00022381

Mr. Puneet Kumar Gupta Non-Executive & Independent Director Member DIN: 00019971

Mr. Surendra Mehta Non-Executive & Independent Director Member

DIN:00298751

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The terms of reference of the Audit Committee inter alia include the following:

- the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

- review and monitor the auditor's independence and performance, and effectiveness of audit process;

- examination of the financial statement and the auditors' report

- approval or any subsequent modification of transactions of the Company with related parties;

- scrutiny of inter-corporate loans and investments;

- valuation of undertakings or assets of the Company, wherever it is necessary;

- evaluation of internal financial controls and risk management systems;

- monitoring the end use of funds raised through public offers and related matters.

VIGIL MECHANISM

In May, 2014, the Board adopted and implemented the vigil mechanism/whistleblower policy that adopts global best practices. We have established a vigil mechanism for Directors and employees to report concerns and unethical behavior, actual or suspected fraud or violation of our code of conduct and ethics. It also provides for adequate safeguards against the victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in exceptional cases.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of your company are not energy intensive. Furthermore, the Company, being a non-banking finance company (NBFC), does not have any manufacturing activity, The directors, therefore, have nothing to report on 'conservation of energy and technology absorption'.

The particulars relating to foreign exchange earnings and outgo are NIL

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

iv. the directors have prepared the annual accounts on a going concern basis;

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

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

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

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. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

- Number of complaints received: NIL

- Number of complaints disposed off: NIL

EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return in form no. MGT-9 as on the financial year ended on March 31, 2015 is given in Annexure III to this Report.

EMPLOYEE REMUNERATION

(A) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

(B) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure IV.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As per the SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, compliance with the provisions of Clause 49 is not mandatory for the time being, in respect of the following class of companies:

a. Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

As such our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Clause 49 of the Listing Agreement is not mandatory for your Company.

Consequently Management Discussion & Analysis report and Corporate Governance Report under Clause 49 of the Listing Agreement does not forms part of the Annual Report for the Financial Year 2014- 15.

LISTING OF SECURITIES

The Equity shares of the company were listed with the Jaipur Stock Exchange Limited, Ahmadabad Stock Exchange Limited and Calcutta Stock Exchange Limited. However the SEBI vide its exit order no.WTM/RKA/MRD/20/2015 dated March23rd, 2015 withdrew the recognition granted to Jaipur Stock Exchange Limited. Consequently the Jaipur Stock Exchange Limited has been de-recognized we.f March23rd, 2015.

Further, Ahmadabad Stock Exchange Ltd. is in the process of de-recognition as per exit circular issued by the SEBI.

At present the Equity shares of the company are listed with the Ahmadabad Stock Exchange Limited and Calcutta Stock Exchange Limited.

Further, the Company has initiated process of Direct Listing with BSE Ltd under the Direct Listing norms.

ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Company's stakeholders, auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

DATE: 16.05.2015 FOR AND ON BEHALF OF THE BOARD

PLACE: JAIPUR

SOBHAG DEVI BAID MAHENDRA KUMAR BAID

(Director) (Managing Director)

DIN: 00019831 DIN: 00009828

---

Mar 31, 2014

The directors are pleased to present the 19th Annual Report of your company together with the statement of Annual Financial Statements for the Year 2013-14.

FINANCIAL REVIEW:

The financial results of the Company for the year under review as compared to the previous year are summarized below:

(Amount in Rs.)

Particulars F.Y. 2012-13 F.Y. 2013-14

Total Income 81,936,497/- 5,90,180/-

Less: Expenditure 81,862,377/- 4,31,446/-

Profit / (Loss) before Taxation 74,121/- 1,58,734/-

Deferred Taxes/ (Savings) (79,191/-) 4,248/-

Profit / (Loss) after Tax 1,53,179/- 1,41,686/- DIVIDEND

In view of the decision to conserve the profits for the future, your directors do not recommend payment of any dividend for the year ended 31st March, 2014.

AUDITORS

M/s. Sharma Naresh & Associates, Chartered Accountants, Jaipur, Statutory Auditors of the company hold office until the conclusion of this Annual General Meeting and are eligible for re-appointment.

The company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

The auditors have stated that the company has transacted with the parties covered u/s 301. The directors hereby express that the transactions entered into were basically current account transactions in nature at arm's length.

Other than this, the Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report along with the requisite Certificate from Company Secretaries in Practice, as stipulated, is annexed to this Report.

FIXED DEPOSIT

During the year under review, your Company has not invited, any fixed deposits from public in terms of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules 1975.

BOARD OF DIRECTORS

Smt. Sobhag Devi Baid, Director of the Company whose office is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 read with the rules made in that behalf and the Articles of Association of the Company retires by rotation and being eligible offer herself for re-appointment.

It is proposed to appoint Mr. Mahendra Kumar Dugar on the Board of the Company as an Independent and Non executive Director, not liable to retire by rotation.

Appointment of Mr. Puneet Kumar Gupta and Mr. Nishant Jain as an independent Director, not liable to retire by rotation on the Board of the Company for a further period of 5 years is also proposed.

It is proposed to increase the remuneration of Mr. Mahendra Kumar Baid, Managing Director of the Company, considering the applicable industry standards as per the limits as set out in the resolution above w.e.f. August 1, 2014.

Mr. Rohit Kumar Nolkha, was appointed as an Additional Directors on the Board of the company w.e.f. 08.02.2014, his tenure expires at this Annual General Meeting.

Brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are stated in the annexure to the notice of Annual General Meeting.

Mr. Manoj Kumar Jain, Director of the Company has expressed his inability to continue as the Director of the Company due to his prior engagements. Mr. Manoj Kumar Jain has been on the Board of the company since 2006. The Board places on record its sincere appreciation and recognition towards the valuable contribution and services rendered by Mr. Manoj Kumar Jain during his tenure as a Director.

CONSERVATIQN OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your Company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. that in preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a 'going concern basis.'

SECRETARIAL AUDITOR

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and the read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company for the financial year 2014-15.

INTERNAL AUDITOR

As per Section 138 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.

In consonance with the aforementioned, the Board appointed M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur as the Internal Auditors of the Company for the financial year 2014 -15.

MANAGEMENT DISCUSSION & ANALYSIS:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

LISTING OF SECURITIES

The Equity shares of the company are listed with the Ahmadabad, Jaipur and Calcutta Stock Exchange Limited.

CORPORATE GOVERNANCE:

The Report on Corporate Governance along with the Certificate of M/s V. M & Associates, Company Secretaries and confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements, as amended from time to time, forms part of the Directors' Report.

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956, and a copy of the Compliance Certificate is annexed to this report.

ACKNOWLEDGEMENT

Your Board acknowledges with appreciation, the invaluable support provided by the company's auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made all and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

DATE: 29.05.2014 FOR & ON BEHALF OF THE BOARD OF DIRECTORS

PLACE: JAIPUR

Sd/- Sd/-

SOBHAG DEVI BAID MAHENDRA KUMAR BAID

DIRECTOR MANAGING DIRECTOR

DIN: 00019831 DIN: 00009828

---

Mar 31, 2013

The Directors have pleasure In presenting their 18, Annual Report on the business and operations of the Company along with the Audited statements of Accounts for the year ended 31st March, 2013.

FINANCIAL REVIEW:

The financial results of the Company for the year under review as compared to the previous year are summarized below:

(Amount in Rs.)

Particulars F.V. 2012-13 F.V. 2011-12

Total Income 9,51,07,966 1.060,78,397/-

Less: Expenditure 9,50,33,849/- 1,059,44,706/-

Profit/(Loss) before Taxation 74.121/- 1,33,691/-

Deferred Taxes/ (Savings) (4,42,028/- 4,898/-

Profit /(Loss* after Tax 516,149/- 1,28,793/-

PIWPEND

hi view of the decision to conserve the profits for the future, your directors do not recommend payment of any dividend for the year ended 31st March, 2013.

DIRECTORS

Smt. Sobhag Devi Baid, Director of the Company whose office Is liable to retire by rotation pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the company retires by rotation and being eligible offer himself for re-appointment.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retires at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The company has received the necessary certificate from the Statutory Auditors pursuant to Section 224 (IB) of the Companies Act, 1956 regarding their eligibility for appointment.

Accordingly, approval of members Is being sought at the forthcoming Annual General Meeting.

The explanation given in the Auditors' Report and notes on accounts are self-explanatory and do not call for any further explanation.

FIXED DEPOSIT

During the year under review, your Company has not Invited, any fixed deposits from public In terms of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were In receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION ANP FOREIGN EXCHANGE EARNINGS AND OUTGO;

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your Company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, It Is hereby confirmed that:

(I) that in preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(lI) that the Director* have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(Ill)that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for the preventing and detecting fraud and other Irregularities;

(Iv)the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a 'going concern basis.'

MANAGEMENT DISCUSSION & ANALYSIS:

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges Is annexed and forms part of the Director's Report.

REPORATE GOVFRNANCE:

The Company has complied with all the mandatory requirements of Corporate Governance specified by Securities & Exchange Board of India (5EBI) through Clause 49 of the Listing Agreement As required by the said clause, a separate section on Corporate Governance, forms part of the Annual Report of the Company. A certificate from M/s V. M. & Associates, Company Secretaries in Whole Time Practice, confirming compliance of conditions of Corporate Governance, is annexed with this report-

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 7.001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956, and a copy of the Compliance Certificate is annexed to this report.

The appointment M/s V.M. & Associates, Company Secretaries in Whole time Practice, is also sought for the year 2013-14, given In the notice.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the assistance and co-operation that your company received from all Employees, Bankers, Shareholders, and Clients without which the continuing progress of the Company would not have been possible.

DATE: 29.05.2013 For & On Behalf of the Board of Directors

PLACE: JAIPUR

MANOJ KUMAR JAIN MAHENDRA KUMAR BAID

DIRECTOR MANAGING DIRECTOR

---

Mar 31, 2012

The Directors have pleasure in presenting their 17th Annual Report on the business and operations of the Company alongwith the Audited statements of Accounts for the year ended 31st March, 2012.

FINANCIAL REVIEW:

The financial results of the Company for the year under review as compared to the previous year are summarized below:

(Amount in Rs.)

Particulars F.Y. 2011-12 F.Y. 2010-11

Total Income 1,060,78,397 32,53,190

Less: Expenditure 1,059,44,706 32,41,266

Profit / (Loss) before Taxation 1,33,691 11,924

Less: Direct Taxes 4,898 -

Profit / (Loss) after Tax 1,28,793 11,924

DIVIDEND

In view of the decision to conserve the profits for the future, your directors do not recommend payment of any dividend for the year ended 31st March, 2012.

DIRECTORS

Shri Puneet Kumar Gupta, Director of the Company whose office is liable to retire by rotation pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the Company retires by rotation and being eligible offer himself for re- appointment.

Shri Mahendra Kumar Baid is reappointed as Managing Director of the Company w.e.f. 28th July, 2012 for a period of five years on such terms and conditions as stipulated in the explanatory statement. The reappointment and payment of remuneration to Shri Mahendra Kumar Baid as Managing Director of the Company is proposed in the ensuing Annual General Meeting.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received the necessary certificate from the Statutory Auditors pursuant to Section 224 (1B) of the Companies Act, 1956 regarding their eligibility for appointment. Accordingly, approval of members is being sought at the forthcoming Annual General Meeting.

The explanation given in the Auditors' Report and notes on accounts are self-explanatory and do not call for any further explanation.

FIXED DEPOSIT:

During the year under review, your Company has not invited, any fixed deposits from public in terms of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules 1975.

CONSERVATIQN OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your Company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) that in preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern basis.'

MANAGEMENT DISCUSSION & ANALYSIS:

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Director's Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance along with the Certificate of the Auditors, M/s Sharma Naresh & Associates, and confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements, as amended from time to time, forms part of the Directors' Report.

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956, and a copy of the Compliance Certificate is annexed to this report.

The appointment M/s V.M. & Associates, Company Secretaries in Whole-time Practice, is also sought for the year 2012-2013, given in the notice.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed at ASE, CSE and JSE.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the assistance and co-operation that your company received from all Employees, Bankers, Shareholders, and Clients without which the continuing progress of the Company would not have been possible.

DATE: 19.05.2012 For & On Behalf of the Board of Directors

PLACE: JAIPUR

Sd/- Sd/-

MANOJ JAIN MAHENDRA KUMAR BAID

DIRECTOR MANAGING DIRECTOR

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Mar 31, 2011

The Directors have pleasure in presenting their 16th Annual Report on the business and operations of the Company along with the Audited statements of Accounts for the year ended 31" March, 2011.

FINANCIAL REVIEW:

The financial results of the Company for the year under review as compared to the previous year are summarized below:

(Amount in Rs.)

Particulars F.Y.2010-11 F.Y. 2009-10

Tota], Income 33,55,814 1,16,78,902

Less: Expenditure 33,43,891 1,14,14,837

Profit / (Loss) before Taxation 11,924 264,065

Less; Direct Taxes - 52,655

Profit"/ (Loss) after Tax 11,924 211,410

Add: Balance brought forward (7,45,289) (724,699)

Balance Carried Forward (7,357765) (745,289)

DIVIDEND

In view of the decision to conserve the profits for the future, your directors do not recommend payment of any dividend for the year ended 31'A March, 2011.

DIRECTORS

Shri Manoj Jain, Director of the Company whose office is liable to retire by rotation pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the Company retires by rotation and being eligible offer himself for re-appointment.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received the necessary certificate from the Statutory Auditors pursuant to Section 224 (IB) of the Companies Act, 1956 regarding their eligibility for appointment. Accordingly, approval of members is being sought at the forthcoming Annual General Meeting.

The explanation given in the Auditors' Report and notes on accounts are self-explanatory and do not call for any further explanation.

FIXED DEPOSIT:

During the year under review, your Company has not invited, any fixed deposits from public in terms of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975,

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your Company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable. t

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) that in preparation of the annual accounts for the financial year ended 31"vt March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii)that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities;

(iv)the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern basis.'

MANAGEMENT DISCUSSION & ANALYSIS:

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Director's Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance along with the Certificate of the Auditors, M/s Sharma Naresh & Associates, and confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements, as amended from time to time, forms part of the Directors' Report.

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956, and a copy of the Compliance Certificate is annexed to this report.

The appointment M/s V.M. & Associates, Company Secretaries in Whole-time Practice, is also sought for the year 2011--2012, given in the notice.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed at ASE, CSE and JSE.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the assistance and co-operation that your company received from §11 Employees, Bankers, Shareholders, and Clients without which the continuing progress of the Company would not have been possible.

DATE: 18.05.2011 For & On Behalf of the Board of Directors

PLACE: JAIPUR

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SOBHAG DEVI BAID MAHENDRA KUMAR BAID

DIRECTOR MANAGING DIRECTOR