DIRECTORS' REPORT

FOR THE YEAR ENDED MARCH 31, 2023
To,

The Members,

Your Directors have pleasure in presenting their 14^th Annual Report on the business and operations of the Company
together with Audited Statement of Accounts for the year ended March 31, 2023.

1. FINANCIAL PERFORMANCE :

2. KEY FINANCIAL RATIOS

Details of changes in key financial ratios including significant changes i.e. change of 25% or more as compared
to the immediately previous financial year along with detailed explanations:

3. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2023 stood at Rs.188.34 Million. During the year under
review, the Company has not issued shares with differential voting rights nor has granted any stock options or
sweat equity. As on 31^st March, 2023, none of the Directors of the Company hold instruments convertible into
equity shares of the Company.

4. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended March 31, 2023.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The main object of the Company is to make strategic investments in the Kalyani Group Companies. The Company
is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank)
Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company,
it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

The Directors confirm that the Investments have been made with the intent to hold for long term and are not
held for sale.

The Company endeavours to evaluate opportunities and invest considering the macro economic conditions.The
report on management discussion and analysis forms part of Annual Report.

6. COMPANY PERFORMANCE

During the Financial Year under review, on a standalone basis, your Company earned total income of
Rs. 945.50 Mln (previous years Rs. 525.93 Mln.). The net profit after tax is Rs. 680.12 Mlns (previous years Rs.
361.58 Mlns.).

During the Financial Year under review, on a consolidated basis, your Company earned total income of Rs.
312.12 Mln (previous years Rs. 199.44 Mln.). The net profit after tax is Rs. 2,593.00* Mlns. (previous years Rs.
1977.50* Mlns.).

*including share in profits of associates and joint ventures.

7. BUSINESS OVERVIEW AND OPERATIONS OF THE COMPANY

The main operations of the Company are that of investments and majority of the investments of the Company
are in the nature of strategic investments in Kalyani Group Companies. The Investments have been made with
a view to hold for long term and are not held for trade. The investment pattern of the Company also complies
with the requirement for the Company continuing to qualify as a Non Deposit taking Core Investment Company.
The main source of income for the Company is in the form of dividends as declared by these companies. The
business prospects of the Company depend upon the business prospects of the underlying companies in which
your Company holds investments.

8. FINANCE AND CREDIT RATING

During the year under review, the liquidity and cash positions were monitored with reinforced focus. Earnings
from the cash surplus investments, comprising bank fixed deposits during the year saw an increase due to the
increase in the market interest rates. Nevertheless, utmost importance was given to ensure the safety and
liquidity of surplus cash.

Your Company has not done any Credit Rating.

9. HUMAN RESOURCES

As on March 31, 2023, the Company had 2 Key Managerial Personnel on deputation, including the CEO / CFO &
Company Secretary.

10. CONCERNS AND THREATS

• Fluctuations in the securities market and global economic scenario, may pose a risk of devaluation of the
investments made by the Company.

• Main source of income for the Company is dividend from the Kalyani Group Companies.

• The risks and concerns associated with the businesses / operations of these investee companies, which may
impact the performance of these companies, could result in variation in dividends declared by these
companies.

• Non recovery of principal of the amounts lent and interest thereon.

11. PROSPECTS FOR THE CURRENT YEAR

The Indian economy has seen a sharp recovery in FY 2022-23 post COVID-19 pandemic. This resulted in substantial
increase in dividend income and value of Investments held during the FY 2022-23.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability
Report initiatives taken from an environmental, social and governance perspective in the prescribed format
annexed as "Annexure VII" to this report. The same is also available on the Company's website at
https://www.bfilpune.com/PDF/Business%20Responsibilitv%20and%20Sustainabilitv%20Reporting%20(BRSR).pdf

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency and accuracy in financial
reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internal audit is conducted by an
Independent Chartered Accountant. The Audit Committee of the Board reviews the Internal Audit process and
the adequacy and effectiveness of internal audit and controls periodically.

14. SAFETY, HEALTH AND ENVIRONMENT

The Company ensures safety of all its employees working at different places.

15. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing
the Company's objectives, projections, estimates and expectations may constitute "forward looking statements"
within the meaning of applicable laws and regulations. Actual results might differ materially from those either
expressed or implied.

16. SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATES

The Company does not have any subsidiary company as on March 31, 2023. The information of joint ventures
and associates is given in the annual accounts for the year ended March 31, 2023 enclosed and forming part of
the Annual Report. As on March 31, 2023, the Company had 6 Associates and 2 joint ventures. There has been
no material change in the nature of the business of the Joint Ventures and Associates.

The Company's Policy on determining material subsidiaries, as approved by the Board, is uploaded on the
Company's website at http://www.bfilpune.com/PDF/Policv%20on%20Material%20Subsidiarv.pdf

A report on the financial position of each of the Associates and joint ventures as per the Act is provided in Form
No. AOC-1 attached hereto as "Annexure V" and also given in the Financial Statements

17. PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION
197(12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014, as amended ,has been
provided in 'Annexure III'.

18. NUMBER OF MEETINGS OF THE BOARD

During the year under review, six Board Meetings were convened and held. The details of which are given in the
Corporate Governance Report which forms a part of this Integrated Annual Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, in respect of Directors' Responsibility
Statement, your Directors' to the best of their knowledge and ability state that:

a) in the preparation of the Annual Financial Statements for the year ended March 31, 2023, the applicable
accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied
consistently. Further judgments and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of
the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

20. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 read with Rule (6) of The Companies (Appointment and

Qualifications) rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and also confirmed that they have complied with the Code of Independent Directors prescribed
in Schedule IV of the Companies Act, 2013.

The Company has laid down a Code for the Board of Directors and Senior Management of the Company. The said
Code is available on the website of the Company viz. http://www.bfilpune.com/PDF/Code%20of%20Conduct.pdf

All the Board Members and Senior Management Personnel of the Company have affirmed compliance with the
Code of Conduct.

21. COMPANY'S POLICY ON DIRECTORS' AND KMP'S APPOINTMENT AND REMUNERATION

Director's appointment and remuneration is done as per the policy for selection and appointment of Directors,
Key Managerial Personnel and Senior Management Personnel and their remuneration. The Policy is available on
the website of the Company viz. https://www.bfilpune.com/PDF/Nomination%20Remuneration%20Policv.pdf

22. ACCOUNTS AND AUDIT

a. Statutory Auditors and Audit Report

At the Ninth Annual General Meeting held on 1^st September, 2018 P. G. Bhagwat LLP, Chartered Accountants
(Firm Registration No.101118W/W100682), were appointed as Statutory Auditors of the Company to hold
office till the conclusion of 14^th Annual General Meeting.

The Audit report of P. G. Bhagwat LLP on the Financial Statements of the Company for the Financial Year
2022-23 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse
remark or disclaimer.

The 1^st term of appointment of P G Bhagwat LLP, Chartered Accountants, Pune (FRN. 101118W/ W100682),
as statutory auditors of the Company expires at the ensuing 14^th Annual General Meeting.

P G Bhagwat LLP, Chartered Accountants, Pune (FRN. 101118W/ W100682) are eligible for re-appointment
for 2^nd term from the conclusion of this 14^th Annual General Meeting. Necessary resolution for their re¬
appointment is recommended by Audit committee and the Board of Directors and included in the notice of
14^th Annual General Meeting for approval of members.

b. Secretarial Auditor and the Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates,
Company Secretaries, Pune, to undertake the Secretarial Audit of the Company for the year 2022-23.

The Report of the Secretarial Audit is annexed herewith as 'Annexure IV' to this Report.

Further, as required under Section 204 of the Act and rules thereunder, the Board has appointed M/s. SVD
& Associates, Company Secretaries, Pune, to conduct Secretarial Audit for the financial year 2023-24.

c. Cost auditors

The maintenance of cost records and Cost Audit Rules are not applicable to the Company.

d. Consolidated Accounts

The Consolidated Accounts for the year ended 31^st March, 2023 are enclosed. Further, a statement
containing the salient features of the financial statements of associate companies and joint ventures in
the prescribed Form AOC-1 is appended as 'Annexure V' which forms part of this Report.

The Company will make the said financial statements and related detailed information available upon the
request by any Member of the Company. These financial statements will also be kept open for inspection
by any Member at the Registered Office of the Company. Pursuant to the provisions of Section 136 of the
Companies Act, 2013, the financial statements of the Company, consolidated financial statements along
with relevant documents are available on the website of the Company at http://www.bfilpune.com/
FinancialResults.html.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations'').
The Policy, as approved by the Board, is uploaded on the Company's website at http://www.bfilpune.com/
PDF/Policv%20on%20Material%20Subsidiarv.pdf.

The Company does not have a subsidiary.

e. Reporting of Fraud by auditors

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not
reported any instances of frauds committed in the Company by its officers or employees, to the Audit
Committee under Section 143(12) of the Act.

13. EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL AUDITORS'
REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by P. G. Bhagwat LLP, Statutory
Auditors, in their Audit Report. M/s. SVD & Associates, Practicing Company Secretary, in their Secretarial Audit
Report have made certain qualifications. The auditors qualifications and Boards explanation thereto are
summarized as under:

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has not made any fresh investments. The closing balances of investments which
would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current
Investments in the Financial Statements. The details of loans and guarantees, if any, are given in the financial
statements of 2022-23.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The Company has formulated a Policy on Related Party Transactions which is available on the Company's website
at http://www.bfilpune.com/RelatedPartvTransactions.html. All related party transactions entered into during
FY 2022-23 were on arm's length basis and in the ordinary course of business. No material related party
transactions were entered into during the year under review by the Company. Accordingly, the disclosure of
related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 ('the Act') in Form
No. AOC-2 is not applicable to the Company for FY 2022-23 and hence the same is not provided.

All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval
is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of
business and on an arm's length basis. A statement giving details of all related party transactions entered
pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its
review. The related party transactions entered into pursuant to the omnibus approval so granted are also
reviewed by the internal audit team on a half-yearly basis.

The details of the transactions with related parties are provided in the accompanying Financial Statements.

26. STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered in the Management Discussion and Analysis.

27. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial
performance of the Company.

28. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND
THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the Financial Year of the Company to which the Financial Statements relate
and the date of the report, except as disclosed elsewhere in this report.

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

A. Conservation of Energy and Technology Absorption

The Company has no particulars to report regarding conservation of energy, technology absorption as
required under Section 134 (3) (m) of the Companies Act, 2013, read with Rules thereunder.

B. Foreign exchange earnings and outgo

30. DIVIDEND DISTRIBUTION POLICY :

In term of Regulations 43A of SEBI Listing Regulations, the Board of Directors of the Company has adopted a
Dividend Distribution Policy which can be accessed on the website of the Company at http://www.bfilpune.com/
PDF/Dividend%20Distribution%20Policv.pdf

31. RISK MANAGEMENT POLICY

Risk Management at BF Investment Ltd. forms an integral part of Management focus.

The Risk Management Committee oversees the risk management process in the Company. The RMC is chaired
by an Independent Director and the Chairperson of the Audit Committee is also a member of the RMC.

Some of the risks identified are set out in the Management Discussion and Analysis and this report which forms
part of this Integrated Annual Report.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis.
These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility ('CSR') activities of the Company are governed through the Corporate
Social Responsibility Policy ('CSR Policy') approved by the Board. The CSR Policy guides in designing CSR activities
for improving quality of life of society and conserving the environment and biodiversity in a sustainable
manner. The CSR Committee of the Board oversees the implementation of CSR Projects in line with the Company's
CSR Policy. The CSR Policy is available on Company's website http://www.bfilpune.com/PDF/
Corporate%20Social%20Responsibilitv%20Policv.pdf

The Annual Report on CSR activities for FY 2022-23 is enclosed as 'Annexure I' to this Report.

33. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES:

The information is given at the relevant places in the Financial Statements.

34. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

35. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR

Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations and are independent of the management. In terms of Regulation 25(8) of the SEBI Listing
Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence. The Board of Directors of the Company has taken
on record the declaration and confirmation submitted by the Independent Directors after undertaking due
assessment of the veracity of the same. They are not liable to retire by rotation in terms of Section 149(13) of
the Act.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise in the fields of technology, strategy, finance, engineering and Law, etc. and that they
hold highest standards of integrity

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent
Directors' Databank maintained with the Indian Institute of Corporate Affairs ('IICA') in terms of Section 150
of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. They are
exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate
Governance Report.

Key Managerial Personnel ('KMP')

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company:

• Mr. J. G. Patwardhan CEO & CFO

• Mr. S. R. Kshirsagar (Company Secretary)

Employees designated as Key Managerial Personnel (KMP) during the year
NIL

Directors and KMP's resigned during the year/ change of status of Director
None of the Directors and KMPs resigned during the year ended March 31, 2023.

Procedure for Nomination and Appointment of Directors.

The NRC is responsible for developing competency requirements for the Board based on the industry and
strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company,
including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's
appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of
potential candidates vis-a-vis the required competencies and meeting the potential candidates, prior to making
recommendations of their nomination to the Board. At the time of appointment, specific requirements for the
position including expert knowledge expected is communicated to the appointee.

The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the
businesses and sectors applicable to the Company are identified by the Board and are available with the Board.
The Company has also mapped each of the skills, expertise and competencies against the names of the Board
Members possessing the same. The same is disclosed in the Corporate Governance Report forming part of this
Integrated Annual Report.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The relevant
information has been given in 'Annexure II' which forms part of this Report. The Policy on Nomination &
Remuneration Policy is available on the website of the Company http://www.bfilpune.com/PDF/
Nomination%20Renumeration%20Policv.pdf

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of its Committees and
individual Directors for the year pursuant to the provisions of the Act and the SEBI Listing Regulations.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all
the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition
and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The
performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.
The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board
Evaluation which included aspects such as structure and composition of Committees, effectiveness of Committee
Meetings, etc.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the
NRC had one-on-one meetings with each Non-Executive, Non-Independent Directors.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors
and performance of the Board as a whole including the Chairman of the Board. The NRC reviewed the
performance of the Board, its Committees and of the Individual Directors. The same was discussed in the Board
Meeting that followed the meeting of the Independent Directors and the NRC, at which the feedback received
from the Directors on the performance of the Board and its Committees was also discussed.

The Company follows a practice of addressing each of the observations and suggestions by drawing up an action
plan and monitoring its implementation through the Action Taken Report which is reviewed by the Board of
Directors from time to time.

Directors proposed to be appointed / re-appointed at the ensuing Annual General Meeting

1) Appointment of Mr. A. B. Kalyani (DIN: 00089430) who retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.

2) Re-appointment of Mr. Sanjeev G. Joglekar (DIN: 00073826) as an Independent Director of the Company
for a second term of 5 (Five) consecutive years with effect from April 01, 2024 to March 31, 2029".

The brief resumes and other details relating to Directors who are proposed to be re-appointed, as required to
be disclosed under 'Regulations 2015', form part of the Notes and Statement setting out material facts annexed
to the Notice of the Annual General Meeting.

36. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There were no new companies which have become or ceased to be its subsidiaries, joint ventures or associate
companies during the year.

37. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER
V OF THE COMPANIES ACT, 2013

The Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during
the year.

There are no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the
end of the financial year, nor has the Company done any one time settlement with any Bank or Financial
Institutions.

39. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks and balances, policies and
procedures. This includes code of conduct, whistle blower policy, MIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internal controls on a regular
basis. The internal audit is conducted by an Independent Chartered Accountant.

The Audit Committee deliberated with the members of the management, considered the systems as laid down
and met the internal audit team and statutory auditors to ascertain, their views on the internal financial control
systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial
control system as laid down and kept the Board of Directors informed. However, the Company recognises that
no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and
reviews ensure that such systems are updated on regular intervals.

40. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The Company is not required to comply with the provisions of Section 148 (1) of the Companies Act, 2013 with
respect to maintenance of cost records.

41. COMPOSITION OF BOARD AND AUDIT COMMITTEE

The composition of the Board and Audit Committee has been mentioned in the Corporate Governance Report
forming part of Annual Report.

42. COMPOSITION OF CSR COMMITTEE

The CSR Committee comprised 3 Members out of which 1 is independent Director. During the year under review,
one meeting of the CSR Committee was held, details of which are provided in the Corporate Governance
Report. The CSR Policy is available on the website of the Company at http://www.bfilpune.com/PDF/
Corporate%20Social%20Responsibilitv%20Policv.pdf. During the year under review, there were no instances
when the recommendations of the CSR Committee were not accepted by the Board.

The details of amount spent on CSR activities during the FY 2022-23 has been given in Annual report of CSR
annexed to this report.

43. WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided
a mechanism for directors and employees of the Company and other persons dealing with the Company to
report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud
or violation of the Company's code of conduct. The aforesaid policy has also been uploaded on the Company's
website http://www.bfilpune.com/PDF/Whisle%20Blower%20Policy.pdf

44. CASH FLOW

A Cash Flow Statement for the year ended March 31, 2023 is attached to the Balance Sheet.

45. CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part
of this Annual Report. The Chief Executive Officer and the Chief Financial Officer of the Company and Company
Secretary have certified to the Board on financial statements and other matters in accordance with the Regulation
17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended March 31, 2023.

46. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During
the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. No cases were pending at the beginning of the year and no
complaint was pending at the end of the financial year.

The Company has constituted Internal Complaints Committee under the POSH Act and during the year under
review, no complaints were received by the Committee.

47. SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards issued by The Institute of
Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies
Act, 2013, to the extent applicable.

48. CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

The Company has received a certificate from Mr. Sunny Warghade, Company Secretary confirming that none of
the Directors on the Board of the Company have been debarred or disqualified by MCA or SEBI or any such
statutory authority from being appointed / continuing as Director and the same is appended as 'Annexure VI'
to the Directors' Report.

49. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is
available on the Company's website at http://www.bfilpune.com/PDF/Annual%20Return(MGT-7).pdf.

50. ACKNOWLEDGMENT

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the
Company by the shareholders, employees and bankers, during the year.

For and on behalf of the Board of Directors

A. B. Kalyani

Director

DIN:00089430

J. G. Patwardhan S. R. Kshirsagar

Place : Pune CEO/CFO Company Secretary

Date : July 17, 2023 PAN : AEAPP5559B PAN : AWUPK4403D