Your Directors are pleased to present their report, together with the Audited
Standalone Financial Statements of your Company for the financial year
ended March 31, 2024.

FINANCIAL PERFORMANCE HIGHLIGHTS

The Company’s financial performance for the year ended March 31, 2024
along with previous year’s figures are summarized below:

The figures of total income includes only interest income, dividend income,
net gain on fair value changes of mutual funds, profit/loss on mutual funds
and equity derivative trading. The Profit/loss on trading and Investment of
shares is included in total Comprehensive income. The total Comprehensive
Income has jumped from Rs.59.88 lakhs in 2022-23 to Rs. 472.42 lakhs in
2023-24. This represents a huge surge of 788%.

The total assets of the Company as on 31st March, 2024 is Rs. 2538 lakhs
against a paidup capital of Rs. 338 lakhs.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 4.35 lakhs to the statutory reserve
maintained pursuant to Section 45-IC of the RBI Act, 1934.

DIVIDEND ON EQUITY SHARES

Your directors are pleased to recommend Dividend at the rate of 6% i.e. Re.

0.60 per equity share for the financial year 2023-24. The proposed dividend
is subject to approval of shareholders in the ensuing 32ND Annual General
Meeting of the Company.

The above dividend of 6% would require an appropriation of Rs. 20,28,240/-.
The dividend would be payable to all those shareholders whose names
appear in the Register of Members as on the book closure date for the
Financial Year 2023-24.

The Register of Members and Share Transfer books shall remain closed

from Wednesday, September 18, 2024 to Tuesday, September 24, 2024
(both days inclusive).

SHARE CAPITAL

During the year there has been no change in the share capital structure of
the company be it the authorized equity share capital or issued and paid
up equity share capital. The company’s equity share capital structure as on
31.03.2024 stood as under:-

(A) Authorised Capital (Rs): 7,00,00,000 (consisting of 70,00,000 equity
shares of Rs 10/- each, par value)

(B) Issued, Subscribed and Paid up Capital (Rs): 3,38,04,000 (consisting
of 33,80,400 equity shares of Rs 10/- each-par value fully paid ) .

Note: The Company does not have any preference share capital or any other
type of equity share capital.

FINANCE

The Company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters were
kept under strict check through continuous monitoring. The Company’s
relationships with its bankers continued to be cordial during the year.
CHANGE IN THE NATURE OF BUSINESS

There has been no significant change in the nature of business of the Company
during the Financial Year 2023-24.

DEPOSITS

Your Company has not accepted or renewed any deposit from the public as
covered under Chapter V of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 during the financial year 2023-24
and your Board of Directors have also passed the necessary resolution for
confirming the non-acceptance of any public deposits during the financial
year 2024-25 pursuant to Non-Banking Financial Companies Acceptance of
Public Deposits (Reserve Bank) Directions, 2016. There was no public deposit
outstanding as at the beginning and end of the financial year 2023-24.
CORPORATE GOVERNANCE AND CODE OF CODUCT

The Company is having paid up equity share capital not exceeding rupees ten
crore and net worth not exceeding rupees twenty five crore, as on the last day
of the previous financial year i.e 31st March 2024, is exempt under Regulation
15(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, The Company is accordingly
filing declaration, with Stock Exchange (i.e., BSE Limited), of non-applicability
of provisions of corporate governance as mentioned in concerned regulation.
Therefore, declaration/certification/information required to be disclosed as per
Para C, D and E of Schedule V read with Regulation 34 are not applicable
to the Company and hence, Corporate Governance Report, Declaration and
Compliance Certificate pursuant to Para C, D and E of Schedule V of Listing
Regulations, respectively, not attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review,
as stipulated under Regulation 34 (3) read with Schedule V (B) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in a separate section and
forming part of this Board Report & Annual Report.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, the Annual Return as on March 31, 2024 is available on the
Com pany’s website at https://www.bharatbhushan.com/Upload/Draft-Annual-
Return-2023-24.pdf

INTERNAL FINANCIAL CONTROL

Internal Financial Controls are an integral part of the management process
addressing financial and financial reporting risks. The internal financial
controls have been embedded in the business processes. Such internal
financial controls encompass policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of business, including
adherence to its policies, safeguarding of its assets, prevention and detection
of frauds and errors, the accuracy and completeness of accounting records
and the timely preparation of reliable financial information. Appropriate review
and control mechanism are built in place to ensure that such control systems
are adequate and are operating effectively.

The Board of Directors have instituted / put in place a framework of
internal financial controls and compliance systems, which is reviewed by
the management and the relevant board committees, including the audit
committee.

The Company’s Internal Audit is conducted by M/s Rajesh Suresh Jain &
Associates, Chartered Accountant. The Internal Auditors independently
evaluate the adequacy of internal controls and reviews majority of
transactions. The Internal Auditor reports directly to the Audit Committee to
ensure complete independence.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT. 2013

Since, the Company is a non-banking financial company (‘NBFC’) and its
principal business is to acquire securities, the provisions of Section 186 except
sub-section (1) are not applicable to the Company.

However, details of investments made by the company are given under
notes to the financial statements of the Company for the year ended March
31, 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

The particulars of contracts or arrangements entered into by the Company
during the financial year 2023-24 with related parties referred to in sub-section
(1) of Section 188 of the Companies Act, 2013 (“Act”) and as required to be
disclosed as per Section 134 (3) (h) are given in Form AOC-2 (Annexure -A)
attached with this report. Your Company has taken necessary approvals as
required by Section 188 of the Act read with Companies (Meetings of Board
and its Powers) Rules, 2014 from time to time. There are no materially
significant transactions made by the company with promoters, directors,
key managerial personnel or other designated persons which may have a
potential conflict with the interest of the company at large. All transactions
with related parties were placed before the Audit Committee for approval,
review and ratification thereof on a quarterly basis.

Members may refer to Notes of the financial statements which set out related
party disclosures pursuant to Ind AS.

The current composition of the Board of Directors of your Company is as
under:.

Key Managerial Personnel

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNELS

The Board on the basis of recommendation of the Nomination and
Remuneration Committee, approved the appointment of Mr. Anil Kumar Gami
(DIN: 10602810) as an Additional Director (Non-Executive, Independent) of
the Company w.e.f. 31st July 2024.

The Board on the basis of recommendation of the Nomination and
Remuneration Committee, approved the appointment of Mr. Vibhor Agarwal
(DIN: 08200334) as an Additional Director (Non-Executive, Independent) of
the Company w.e.f. 31st July 2024.

The Board on the basis of recommendation of the Nomination and
Remuneration Committee, approved the appointment of Mr. Atul Bhargava
(DIN: 01663017) as an Additional Director (Non-Executive, Independent) of
the Company w.e.f. 31st July 2024.

In terms of Regulation 17(1D) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, The Board on the basis of recommendation
of the Nomination and Remuneration Committee, approved the, Continuation
of Appointment of Mrs. Nisha Ahuja (Din: 00001875) as Non-Executive
And Non-Independent Director of the Company, shall be liable to retire by
rotation

Mr. Vaibhav Agrawal (ICSI Membership No. A70576) resigned from the post
of Company Secretary and Compliance Officer with effect from the closure
of business hours on December 30, 2023. Further, on recommendation of
Nomination and Remuneration Committee, Board of Directors at its meeting
held on March 14, 2024 has approved the appointment of Mr. Baldev Garg
(ICSI Membership No. A73249) for the position of Company Secretary and

Compliance Officer of the Company with effect from March 14, 2024.

Brief resume has been attached as annexure of notice of AGM i.e. Anil
Kumar Gami, VibhorAgarwal, Atul Bhargava and Nisha Ahuja.

RETIRE BY ROTATION

In terms of Section 152(6) of the Companies Act, 2013, Mr. Madhav Bharat
Bhushan (DIN: 08213574) Director of the Company is liable to retire by rotation
at the forthcoming Annual General Meeting. Based on the performance
evaluation and recommendation of the Nomination and Remuneration
Committee, the Board recommends reappointment of Mr. Madhav Bharat
Bhushan (DIN: 08213574) as Director of the Company.

Brief resume has been attached as annexure of notice of AGM.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The meetings of the Board are scheduled at regular intervals to decide and
discuss on the business performance, policies, strategies and other matters
of significance. The schedules of the meetings are circulated in advance,
to ensure proper planning and effective participation in meetings. Five (5)
Board meetings were held on the below stated scheduled dates during the
Financial Year 2023-24.

The Intervening gap between the meeting During F.Y. were within the time
limit prescribed under Companies Act 2013.

COMMITTEES OF THE BOARD
AUDIT COMMITTEE:

An Audit Committee is constituted by the Board of Directors of the Company
in accordance with the provisions of Section 177 of the Companies Act, 2013
comprises of following Directors, namely:

All recommendations made by the Audit Committee during the financial year
under review were accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (‘NRC’) as constituted by
the Board of Directors of the Company, in accordance with the provisions of
Section 178(1) of the Companies Act, 2013 comprises of:

Further the NRC has formulated necessary policy on appointment and
remuneration including criteria for determining qualifications, positive
attributes and independence of a Director.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee (‘SRC’) as constituted by the Board
of Directors of the Company in accordance with the provisions of Section 178
of the Companies Act, 2013 comprises of:

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE
OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), the Board of Directors has
carried out evaluation of its own performance, its committees and individual
directors. The performance evaluation of the independent directors was
carried out by the entire Board, which includes performance of the directors
and fulfillment of the independence criteria as specified in the Listing
Regulations and their independence from the management, excluding the
Director being evaluated. The Board’s functioning was evaluated on various
aspects, including inter-alia degree of fulfillment of key responsibilities, Board
structure and composition, establishment and delineation of responsibilities
to various Committees, effectiveness of Board processes, information and
functioning.

Separate exercise was carried out to evaluate the performance of individual
directors including the Board Chairperson who were evaluated on parameters
such as attendance, contribution at the meetings and otherwise, independent
judgment, safeguarding of minority shareholders interest etc. The performance
evaluation of the independent directors was carried out by the entire Board,
excluding the Director being evaluated. Further, the evaluation process was
based on the affirmation received from the Independent directors that they
met the independence criteria as required under the Companies Act, 2013
and the Listing Regulations.

The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors who also reviewed
the performance of the Board as a whole.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 (6) &(7) of the Companies Act,
2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“listing
regulations”), the Company has received individual declaration from all the
Independent Directors, whose names are appended herein below, confirming,
inter-alia, that they fulfill the criteria of independence as prescribed under
Regulation 16 (1) (b) & other provisions of Listing Regulations and Section
149(6) of the Companies Act, 2013 (“Act”) and the rules made there under
to hold the office of Independent Director of the Company and that they have

complied with the “Code for Independent Directors” prescribed in Schedule
IV to the Companies Act 201.

1. Mr. Varun Saihgal

2. Mr. Kuldeep Kumar Gupta

3. Mr. Ravindra Singh

4. Mr. Anil Kumar Gami (Appointed w.e.f. 31st July 2024)

5. Mr. Vibhor Agarwal (Appointed w.e.f. 31st July 2024)

6. Mr. Atul Bhargava (Appointed w.e.f. 31st July 2024)

There has been no change in the circumstances which may affect their status
as Independent Director during the financial year under review. Further,
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 judgment and without any external
influence. Pursuant to the provisions of Section 150 of the Companies Act,
2013 read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended, the names of all the Independent
Directors of the Company have been included in the data bank maintained
by the Indian Institute of Corporate Affairs. the Independent Directors i.e,
Mr. Varun Saihgal , Mr. Kuldeep Kumar Gupta and Mr. Ravindra Singh are
exempt from online proficiency self-assessment test and Newly appointed
independent Director i.e, Mr. Anil Kumar Gami , Mr. Vibhore Agrawal and Mr.
Atul Bhargava have cleared self-Proficiency test.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT
DIRECTORS

The familiarization programme for Independent Directors is available on the
website of the Company under the weblink:

https://www.bharatbhushan.com/Upload/Familiarisation-Programme-for-

Independent-Directors-2024.pdf

PARTICULARS OF EMPLOYEES AND REMUNERATION

A. 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,
is not applicable on the Company.

B. The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, forms part of this report named as Annexure-B. In terms of
Section 136 of the Companies Act, 2013 the same is open for inspection
at the Registered Office of the Company. Copies of this statement may
be obtained by the members by writing to the Company Secretary.

C. There are no employees employed throughout the financial year and
in receipt of remuneration of Rupees One crore and two lakh rupees
or more, or employed for part of the financial year and in receipt of
Rupees Eight lakh and fifty thousand rupees per month or more, or
employed throughout the financial year or part thereof, and is in receipt
of remuneration in the financial year which, in the aggregate, or as the
case may be, at a rate which, in the aggregate, is in excess of that
drawn by manager and holds by himself or along with his spouse and
dependent children, not less than two percent of the equity shares of the
Company, to be reported under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

POLICIES OF THE COMPANY
NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company provides that
the Nomination and Remuneration Committee shall formulate the criteria
for appointment of Executive, Non-Executive and Independent Directors on
the Board of the Company and persons in the Senior Management of the
Company, their remuneration including determination of qualifications, positive
attributes, independence of Directors and other matters as provided under
sub-section (3) of Section 178 of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force).
The existing policy set out as Annexure-C which forms part of this report.
The Nomination and Remuneration Policy can also be accessed on the
website of the Company (www.bbinvestments.in).

VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 of the Companies Act, 2013 a “Vigil
Mechanism Policy/ Whistle Blower Policy” for Directors and employees of the
Company (‘the policy”) is in place, to report their genuine concerns about
unethical behavior, actual or suspected fraud or violation of Company’s
code of conduct or grievances. Vigil Mechanism / Whistle Blower Policy
provide for adequate safeguards against victimization of persons who use
such mechanism and make provision for direct access to the chairperson of
the Audit Committee in appropriate or exceptional cases. The Company’s
personnel have direct access to the Chairman of the Audit Committee to
report concerns about unethical behavior (actual or suspected), frauds and
other grievances. No personnel of the Company have been denied access to
the Audit Committee. Adequate safeguards are provided against victimization
of whistle blowers availing such mechanism. The Whistle Blower Policy is
available on the website of the Company i.e. www.bbinvestments.in.
POLICY ON LOANS AND ADVANCES TO DIRECTORS, SENIOR
OFFICERS AND RELATIVES OF DIRECTORS

In Compliance with provisions of notification issued by Reserve Bank of
India (‘RBI’) with respect to ‘Scale Based Regulation (‘SBR’)’ and ‘Loans and
Advances - Regulatory Restrictions - NBFCs’, The Board of Directors of the
Company has approved policy on grant of loans to Directors, Senior Officers
and relatives of Directors and to entities where Directors or their relatives
have major shareholding.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of Regulation 43A of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
your Company is not required to formulate Dividend distribution policy.

RISK MANAGEMENT

The Board of Directors of the Company has approved Risk Management
Policy and guidelines, wherein all material risks faced by the Company are
identified and assessed. Moreover, in the said Risk Management Policy, the
Board has defined the structured approach to manage uncertainty, cultivating
the same in their decision-making pertaining to all business divisions and
corporate functions. For each of the risks identified, corresponding controls
are assessed and policies and procedures are put in place for monitoring,
mitigating and reporting on periodic basis.

In Compliance with provisions of notification issued by Reserve Bank of India
(‘RBI’) with respect to ‘Scale Based Regulation (‘SBR’) - A Revised Regulatory
Framework for Non-Banking Financial Companies (NBFCs) constituted
Risk Management Committee with the following Directors/Key Managerial
Personnel as members:

AUDITORS

STATUTORY AUDITOR

M/s G.C. Agarwal & Associates, Chartered Accountants (Firm Registration
No.: 017851N), were appointed as Statutory Auditor of the Company at the
30th Annual General Meeting (‘AGM’) held on 28th September, 2022, for the
second term of five consecutive years starting from the conclusion of this 30th
AGM till the conclusion of the 35th AGM to be held in the year 2027.
ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

The Financial Statements of your Company have been prepared in
accordance with the Indian Accounting Standards (‘lnd AS’) notified under
Section 133 of the Companies Act, 2013 (“the Act”) read with the Companies
(India Accounting Standards) Rules, 2015 and the relevant provisions of the
Act and the Guidelines prescribed by the Reserve Bank of India, as applicable.
Your Company has adopted lnd AS from 1st April, 2019.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditor nor the secretarial
auditor has reported, under Section 143(12) of the Companies Act, 2013,
any instances of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in the Board’s
report in accordance with Section 134 (3) (ca) of the Companies Act, 2013.
AUDIT OBSERVATIONS

The observations and comments given in the Auditors’ Report read together
with notes to accounts are self -explanatory and do not call for any further
information and explanation under Section 134 (3)(f) of the Companies Act,

2013. The Auditor’s Report does not contain any qualification, reservation,
adverse remark or disclaimer.

secretarial auditors and their report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, your Company has appointed M/s. Poonam Hasija and Associates,
Company Secretaries, a firm of Company Secretaries in Practice at Delhi
(CP No. 26551), as its Secretarial Auditor to conduct the Secretarial Audit of
the Company for the financial year 2023-24.

The Report on Secretarial Audit for the financial year 2023-24, in Form
MR-3, as Annexure-D forms integral part of this Annual Report. There are no
qualifications, reservation or adverse remarks made by Secretarial Auditors
in their Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The provisions of Regulation 24A of the Securities and Exchange Board of
India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations,
2015 are not applicable to the Company. Accordingly, the Company is not

required to submit Annual Secretarial Compliance Report to the Stock
Exchange.

SECRETARIAL STANDARDS

During the Financial year, The Company complied with all applicable
mandatory Secretarial Standards, prescribed under Section 118(10) of the
Companies Act, 2013, issued by the Institute of Company Secretaries of India
(ICSI). The directors have devised proper systems to ensure compliance with
the provisions of all applicable secretarial standards and such systems are
adequate and operating effectively.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

(“IEPF”):

(A) TRANSFER OF UNPAID/UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 124 of the Companies Act,
2013 read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the dividend,
which remains unpaid or unclaimed for a period of (7) years from the date
of transfer to the unpaid dividend account of the Company, is required
to be transferred to Investor Education and Protection Fund (“IEPF).
During the financial year under review, your Company has transferred
Rs. 2,42,562.50/- for the financial year 2015-16 to the IEPF

(B) TRANSFER OF SHARES UNDERLYING UNCLAIMED/UNPAID
DIVIDEND

In pursuance of the provisions of Section 124(6) of the Companies Act,
2013 read with the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, in addition to the transfer of amount of unclaimed/
unpaid dividend to the IEPF, the shares on which dividend has not been
paid or claimed by the shareholders for (7) consecutive years or more
shall also be transferred to the demat account of the IEPF Authority.

Individual reminders has been sent to concerned shareholders advising
them to encash their dividend and the complete list of such shareholders
whose shares are due for transfer to the IEPF is also placed on the
website of the Company i.e. www.bbinvestments.in .

The Company in pursuance of the compliance with the aforesaid
provisions and the applicable rules, has transferred 25,386 equity
shares having face value of Rs. 10/- each belonging to 99 shareholders
underlying the unclaimed dividends considering the final dividend
declared for the Financial Year 2015-16 as the base.

Members may note that the dividend and shares transferred to the IEPF
can be claimed back by the concerned shareholders from the IEPF
authority after complying with the procedure prescribed under the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

DISCLOSURE OF SExUAL HARRASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

The Company is committed to provide a safe and conducive work environment
to its Employees.

The provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and other provisions are not applicable
to the Company.

In terms of provisions of Section 134(3) (c) read with Section 134(5) of the
Companies Act, 2013 (“the Act”), the Board of Directors hereby confirms
that:

a. in the preparation of the annual financial statements for the year ended
March 31, 2024, all the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;

b. such accounting policies have been selected and applied consistently and
the Directors have 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 as at March 31, 2024 and of the profit and loss 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 this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d. the annual accounts of the Company for the year ended March 31,2024
have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the
Company and that such internal financial controls are adequate and
were operating effectively during the year ended March 31, 2024; and

f. Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively during the year ended March 31, 2024.

STATUTORY COMPLIANCES

Your Company has complied with all the rules and regulations which are
stipulated on the corporate sector from time to time by various statutory
authorities.

RBI GUIDELINES

The Company from the date of receipt of NBFC license continues to comply
with all the applicable regulations, guidelines, etc. prescribed by the RBI,
from time to time.

Additional disclosures/information as applicable to the Company in terms
of provisions of Master Direction - Non-Banking Financial Company - Non-
Systemically Important Non-Deposit taking Company (Reserve Bank)
Directions, 2016, and, Notification issued by RBI bearing No. DOR.ACC.
REC.No.20/21.04.018/2022-23 dated April 19, 2022 read with Scale Based
Regulation (SBR) - A Revised Regulatory Framework, is appended to the
Balance Sheet in note no. 36 to 43.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

The Hon’ble Executive Director (‘ED’) of Securities and Exchange Board of
India (‘SEBI’) passed an order on May 12, 2023 in the matter of National
Spot Exchange Limited (NSEL) cancelling Certificate of SEBI Registration
(bearing No. INZ000087136) of the Company. As per the order, Company
has attracted disqualification under Schedule II of Intermediary’s Regulations
for the reason of executing paired contracts on NSEL.

The company filed an appeal against the aforesaid order before Securities
Appellant tribunal (SAT) on June 12, 2023. along with application for grant

of stay against SEBI order dated May 12, 2023. Securities Appellant Tribunal
(SAT) has pronounced an order on Tuesday july 04, 2023 and stayed the
effect and operation of the impugned SEBI order during the pendency of
the appeal..

The Securities Appellant Tribunal (SAT) has passed an order on December
12,2023 directing SEBI to consider and come out with a scheme under clause
26 of the settlement regulations for our company, which was to be finalized
within 3 months. SEBI filed an application for an additional time of 4 months
to frame a scheme under the Settlement Regulation. The Securities Appellant
Tribunal (SAT) by this order date, March 14, 2024, has granted further 4
months to come out with that settlement scheme.

The Securities Appellant Tribunal (SAT) has passed an order on July 12,
2024, on the request of Applicant to grant two or more month extension to four
month extension granted on the Mis. Application on dated March 14 ,2024 .
Hon’ble SAT by this order has granted six (6) Month extension to come out
with Settlement scheme.

The company will consider the terms of the settlement scheme after they
have been announced by SEBI and settle the matter if the terms are found
favourable. Alternatively, the company has been given a time by SAT of four
weeks from the date of the settlement scheme announced by SEBI to file
an appeal with SAT.

MATERIAL CHANGES AND COMMITMENT IF ANY. AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

No material changes and commitments which could affect the Company’s
financial position have occurred since the close of the financial year i.e., March
31, 2024 till the date of this Board’s Report.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on BSE Limited. The BSE has
nation-wide trading terminals and therefore provide full liquidity to investors.
The listing fee for the year 2023-24 has already been paid to the stock
exchange as per regulation 14 of the SEBI (LODR) 2015.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial Relations were harmonious throughout the year. The Board wishes
to place on record their sincere appreciation to the co-operation extended by
all employees in maintaining cordial relations and their commitment towards
the growth of the Company.

GENERAL

During the year, there were no transaction requiring disclosure or reporting
in respect of matters relating to:

a) issue of equity shares with differential rights as to dividend, voting or
otherwise;

b) issue of shares (including sweat equity shares) to employees of the
Company under any scheme;

c) raising of funds through preferential allotment or qualified institutions
placement;

d) pendency of any proceeding under the Insolvency and Bankruptcy Code,
2016;

e) details/disclosure relating to Corporate Social Responsibility;

f) Cost record and cost audit

g) conservation of energy, technology absorption, foreign exchange
earnings and outgo, and

h) One-time settlement with any bank or financial institution.

Your Company does not have any Subsidiary/Subsidiaries, Joint Ventures
and Associate Company within the meaning of Companies Act, 2013 as at
March 31, 2024.

ACKNOWLEDGMENT

Your Company takes pride in all of its highly motivated officers, employees and
workers, who have been wholeheartedly supporting and sincerely contributing
their best for the sustained success and growth of your Company as well as
maintaining harmonious relations throughout the Company.

Your Directors also place on record their sincere thanks and appreciation for

the continuing support and assistance received from the banks, government
as well as non-government authorities, customers, vendors and members
during the period under review.

The Board would like to take this opportunity to express its gratitude to all the
stakeholders, for the confidence, encouragement and unstinting support.

For and on behalf of the Board of Directors
For Bharat Bhushan Finance & Commodity Brokers Limited
Sd /- Sd /-

Nisha Ahuja Vijay Bhushan

Place : New Delhi Director Director

Date : 31^st July, 2024 (DIN : 00001875) (DIN : 00002421)