Directors Report of BLB Ltd.

Mar 31, 2025

Your Directors take immense pleasure in presenting their Forty-Fourth (44^th) Annual Report together with the
Audited Financial Statements of BLB Limited (“the Company") for the Financial Year 2024-25 ("Review
Period”).

1. FINANCIAL SUMMARY AND HIGHLIGHTS

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

The summarized Audited results of your Company for the Financial Year ended on 31.03.2025 with
comparative for the previous financial year ended on 31.03.2024 are given in the table below:

Particulars	Financial Year ended
	March 31, 2025	March 31, 2024
Revenue from Operations	53,923.37	31,438.27
Other Income	0.50	19.38
Expenses	(53,272.99)	(30,966.42)
Profit/ (loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense	650.88	491.23
Less: Depreciation/ Amortization/ Impairment	(12.26)	(18.56)
Profit /(loss) before Finance Costs, exceptional items and Tax Expense	638.62	472.67
Less: Finance Costs	(106.29)	(123.12)
Profit / (loss) before Exceptional items and Tax Expense	532.33	349.55
Add/ Less: Exceptional items	-	-
Profit / (loss) before Tax Expense	532.33	349.55
Less: Tax Expense (Current & Deferred)	(146.27)	(88.44)
Profit / (loss) for the year	386.06	261.11
Other Comprehensive Income/(loss)	(280.66)	0.20
Total Comprehensive Income/ (loss)	105.40	261.31
Basic Earnings Per Share (in Rs.)	0.73	0.49
Diluted Earnings Per Share (in Rs.)	0.73	0.49

Notes:

(1) The above figures are extracted from the audited standalone financial statements of the Company.

(2) The amount shown in bracket () in the above table are negative in value.

The turnover of your Company had increased to Rs. 53,923.37 lakhs as against Rs. 31,438.27 lakhs in the
previous financial year and profit after tax had increased to Rs. 386.06 Lakhs as against Rs. 261.11 Lakhs
in the previous financial year.

2. RESERVES AND SURPLUS

The Board of Directors of your Company has decided not to transfer any amount to Reserves for the

Financial Year 2024-25.

3. DIVIDEND

The Board of Directors of your Company has decided that with a view of strengthening the capital base, it

would be prudent not to recommend any dividend for the Financial Year 2024-25.

4. STATE OF COMPANY''S AFFAIRS

a) Segment Wise Position of Business- The main business of the Company is in trading and
investment in Shares and Securities and is in Single Segment.

b) Change in Status of Company - There is no change in the status of your Company as the Company
continues to be listed in National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

c) Key Business Developments- No key business developments took place during the year under
review.

d) Change in the Financial Year - There has been no change in the financial year followed by
Company. The Company follows financial year starting from 01^st April and ending on 31^st March.

e) Capital Expenditure Program- There have been no Capital Expenditure Program during the year
under review and also not likely in the future.

f) Developments, Acquisition and assignment of material Intellectual Property Rights- There are
no material developments, acquisitions and assignments of material Intellectual Property Rights
that took place during the year under review.

g) Any other material event having an impact on the affairs of the Company-

During the previous financial year, Sh. Brij Rattan Bagri, the promoter of our Company (''Seller'') has
entered into a Share Sale and Purchase Agreement (SSPA) on 17^th January, 2024 with M/s. Dream
Achiever Consultancy Services Private Limited (''Acquirer'') under which the Acquirer proposes to
acquire 1,94,74,671 equity shares representing 36.84% of the paid-up share capital of the Company
at INR 1/- each equity share amounting to total consideration of Rs. 43.82 Crores (approx.)

Pursuant to entering into such Share Sale and Purchase Agreement (SSPA), the Acquirer has
triggered the requirement to make an open offer to the shareholders of the Company in terms of
Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011. The Acquirer have announced an
Open Offer for acquisition of upto 1,37,44,967 (One Crore Thirty-Seven Lakh Forty-Four Thousand
Nine Hundred Sixty-Seven) Equity Shares of Face Value INR 1/- (Rupee One Only) Each
Representing 26% of the Equity and Voting Share Capital of the Company, at a Price of 22.60/-
(Rupees Twenty-Two and Sixty Paisa Only) Per Fully Paid-Up Equity Shares of the Company.

However, the Company had received a letter from Sh. Brij Rattan Bagri on June 11, 2024 regarding
the receipt of Termination Letter by him on his e-mail on June 10, 2024 from the Acquirer w.r.t. the
aforesaid SSPA dated January 17, 2024.

Further, Sh. Brij Rattan Bagri, the Promoter of the Company, vide his letter dated June 14, 2024 had
informed the Company about termination of the aforesaid SSPA.

Other than above, no material event took place during the FY 2024-25 having an impact on the affairs of
the Company.

5. CHANGE IN NATURE OF BUSINESS

During the FY 2024-25, there were no changes in nature of business of the company. The main business
of company continued to be trading and investment in Shares and Securities.

6. MATERIAL CHANGES AND COMMITMENT

Sh. Brij Rattan Bagri vide his letter dated June 11, 2024 had informed the Company regarding the receipt
of Termination Letter by him on his e-mail on June 10, 2024 from the Acquirer w.r.t. the SSPA dated
January 17, 2024 executed by him with the acquirer. Further, Sh. Brij Rattan Bagri, the Promoter of the
Company, vide his letter dated June 14, 2024 had informed the Company about termination of the
aforesaid SSPA.

Except the above, there have been no material changes and commitments affecting the financial position
of the Company which have occurred between the end of financial year of the Company to which the
Financial Statements relate and the date of this report.

7. DETAILS OF REVISION OF THE FINANCIAL STATEMENT OR REPORT

There has been no revision in the Financial Statements and Board report during the Financial Year under
review.

8. SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2025 stood at Rs. 31,50,00,000/-
comprising of 26,50,00,000 equity shares of Re. 1/- each amounting to Rs. 26,50,00,000/- and 5,00,000
preference shares of Rs. 100/- each amounting to Rs. 5,00,00,000/- and remained unchanged as
compared to March 31, 2024.

The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on March 31, 2025, stood
at Rs. 5,28,65,258/-, comprising of 5,28,65,258 Equity shares of Re. 1/- each fully paid-up and remained
unchanged as compared to March 31, 2024.

Further, no Capital reduction/ buyback/ change in voting rights have been undertaken during the FY
2024-25.

9. CHANGES IN SHARE CAPITAL AND DISCLSOURES

There was no change in the paid up Share Capital of the Company during the financial year 2024-25.
Equity Shares or Other Convertible Securities:

The Company has not issued any equity shares or other convertible securities during the year under
review.

Equity Shares with Differential Rights:

The Company has neither issued any equity shares with differential rights during the year under review
nor are any such equity shares outstanding as on March 31,2025.

Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares during the year under review.

Employee Stock Options:

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

Voting Rights not directly exercised by Employees:

The Company has no Scheme in which voting rights are not directly exercised by Employees of Company.
Further, no shares are held by trustee(s) for the benefit of employees.

Debentures, Bonds or other Non- convertible Securities:

The Company has not issued any Debentures, Bonds or other non- convertible securities during the FY
2024-25.

Also, Chapter XII of SEBI Master Circular SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated 10^th August 2021,
amended as on 7^th July 2023 regarding Large Corporates (LC) is not applicable to the Company for the FY
2024-25.

Warrants:

The Company has not issued any Warrants during the year under review.

Credit Rating of Securities:

The Company has not obtained any Credit Rating of Securities during the year under review.

Bonus Shares:

The Company has not issued any Bonus Shares during the year under review.

10. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, all unclaimed and unpaid dividends are required to be transferred by
the Company to the Investor Education and Protection Fund (IEPF), established by the Government of
India, after completion of seven years from declaration of Dividend.

Further, according to the rules, the shares on which the dividend has not been paid or claimed by the
shareholders for seven consecutive years or more shall also be transferred to the demat account of the
IEPF Authority.

During the FY 2024-25, there was no unclaimed and unpaid dividends which was required to be
transferred to IEPF Authority. Detailed list of dividend amount and Shares already transferred to IEPF
Authority is available on the website of the Company viz. "www.blblimited.com”.

11. NODAL OFFICER

In accordance with the provisions of sub-rule (2A) of Rule 7 of Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Sh. Nishant Garud, Company Secretary
of the Company has been appointed as the Nodal Officer of the Company.

The details are available on the website of Company at www.blblimited.com.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
Inductions:-

During the year under review, pursuant to the recommendation of Nomination and Remuneration
Committee, Board of Directors and approval of the members of the Company in the 43^rd AGM:-

0 Sh. Brij Rattan Bagri (DIN: 00007441) was designated and appointed as Managing Director of the
Company w.e.f. September 26, 2024 for a period of 3 years.

0 Smt. Anita Sharma (DIN: 07225687) had been appointed as an Independent Director of the Company
w.e.f. September 26, 2024.

Also, pursuant to the recommendation of Nomination and Remuneration Committee and approval of the
Board, Ms. Nanditaa Bagri had been appointed as Senior Research Analyst (Senior Management
Personnel) of the Company w.e.f. August 30, 2024.

No new appointments of Director or Key Managerial Personnel (KMP), except above, were made during
the FY 2024-25.

Resignations:-

Smt. Dhwani Jain (DIN: 06985038) ceased to be Non-Executive Independent Director of the Company
on account of completion of her second and final term w.e.f. close of business hours on October 19, 2024.

No Director or KMP, other than above, had resigned during the FY 2024-25.

Appointments/ Re-appointments:-

Members of the Company in the 43^rd AGM held on September 26, 2024 had re-appointed:-

0 Sh. Brij Rattan Bagri (DIN: 00007441), as a Director of the Company liable to retire by rotation.

0 Sh. Anshul Mehra (DIN: 00014049), as an Executive Director of the Company for a term of three years
w.e.f. August 1, 2025 to July 31,2028.

0 Sh. Deepak Sethi (DIN: 01140741), as an Independent Director of the Company for another term of 5
consecutive years w.e.f. September 28, 2025 to September 27, 2030.

0 Sh. Gaurav Gupta (DIN: 00531708), as an Independent Director of the Company for another term of 5
consecutive years w.e.f. September 28, 2025 to September 27, 2030

Further, Sh. Anshul Mehra (DIN: 00014049) Executive Director of the Company retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board
recommends the same for your approval.

Women Director

In term of the provisions of section 149 of the Companies Act, 2013, and Regulation 17(1)(a) of the SEBI
(LODR) Regulations, 2015, the Company shall have at least one-woman Director on the Board. Your
Company has Smt. Anita Sharma (DIN: 07225687) as the Women Director on the Board of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

Smt. Anita Sharma (DIN: 07225687), Sh. Deepak Sethi (DIN: 01140741) and Sh. Gaurav Gupta (DIN:
00531708) are the Independent Directors on the Board of your Company.

In the opinion of the Board and as declared by these Directors, each of them meets the criteria of
independence as specified in Regulation 16 and 25 of the Listing Regulations and Section 149 (6) of the
Companies Act, 2013 and the Rules made thereunder and the independent directors have integrity,
expertise and experience (including the proficiency).

Further, all the Independent Directors of your Company have confirmed their registration/ renewal of
registration, on Independent Directors'' Databank.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that
they meet the criteria of independence as laid down under Section 149(6) of the Act read with Rules
made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, in terms of Regulation
25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware
of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective independent judgement and without any
external influence. In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are persons of high integrity and repute. Based on the aforesaid declarations
received from Independent Directors, the Board of Directors confirms that Independent Directors of the
Company fulfill conditions specified in Section 149(6) of the Act read with Rules made thereunder and
Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management.

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company has convened and held a separate meeting of Independent Directors on March 31, 2025.

15. FAMILIARIZATION PROGRAMMES

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities
in the Company, nature of industry in which the Company operates, business model of the Company,
various businesses in the group etc.

The details of the familiarization Program are available on the website of the Company at
https://www.blblimited.com/pdf-investors/FP-FY2024-25.pdf

16. CODE OF CONDUCT

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

17. DETAILS OF BOARD MEETINGS

During the FY 2024-25, 7 (seven) Board meetings were held, details of which along with attendance
details of directors are given in the relevant paragraphs of Corporate Governance Report which forms
part of this report. The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and Regulations 17 of the SEBI (LODR) Regulations, 2015.

18. COMMITTEES OF BOARD

The Composition of Committees, i.e. Audit Committee, Nomination and Remuneration Committee,
Stakeholder Relationship Committee and Corporate Social Responsibility Committee, number of
committee meetings, attendance of committee members and other terms of reference are given in the
relevant paragraphs of Corporate Governance Report which forms part of this report. Further, details of
respective committee meetings held during the year along with the attendance details of members are
given in the relevant paragraphs of Corporate Governance Report which forms part of this report.

19. RECOMMENDATIONS OF COMMITTEES

Your Board has accepted all the recommendation(s) made by the all the Committees during the FY 2024¬
25 and up to the date of this report.

20. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of your Company has framed a "Nomination,
Remuneration and Evaluation Policy” on director''s appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director. The said policy has been
approved by the Board of Directors of your Company.

The detailed "Nomination, Remuneration and Evaluation Policy” is enclosed as an Annexure -I.

21. EVALUATION OF BOARD PERFORMANCE

The Board has framed a performance evaluation policy which is displayed on the website of the
company, viz. https://www.blblimited.com/pdf-investors/1651492791 NRC%20Policv.pdf. for
evaluating its own performance, its Committees and Individual Directors, including Independent
Directors.

Pursuant to the Section 134(3)(p) and Schedule IV of the Companies Act, 2013 read with Regulation 17 of
the Listing Regulations, the Board of Directors have carried out an evaluation of Independent Directors,
the directors individually, as well as the evaluation of the working of its Committees.

Based on the Performance Evaluation carried out by the Board of the Company, the performance of the
Board and its Committees and Individual Directors of the Company was found satisfactory.

As per Schedule IV to the Companies Act, 2013 and Regulation 25 of the Listing Regulations, a separate
meeting of Independent Directors was held on March 31, 2025, where Independent Directors, reviewed
the performance of Non-Independent Directors, the Board as a whole, Chairman of the Company and
found their performances to be satisfactory.

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

The company does not have any holding or Subsidiary Company. So, the Whole Time Director of the
Company was not in receipt of commission from the Holding Company or commission/ remuneration
from its Subsidiary Companies.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013,
your Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

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

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

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors, had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

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

24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size
and nature of business of the Company. The internal control process and 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.
Procedures to ensure conformance with the policies, processes and standards have been put in place
covering all activities.

The processes and financial activities are subjected to independent audits by internal auditors as well as
statutory auditors. Implementations of recommendations from various audit reports are regularly
monitored by the senior management.

25. REPORTING OF FRAUD AS PER SECTION 143(12)

For the FY 2024-25, no Fraud has been reported by Auditors of the Company in terms of Section 143(12)
of the Companies Act, 2013.

26. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

During the Financial Year under review, there has been no subsidiary, joint venture or associate company
of the Company.

27. PUBLIC DEPOSIT

During the FY 2024-25, your Company had not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.

Further, the Company has taken loan from Sh. Brij Rattan Bagri, Director of the Company during the FY
2024-25 out of his own funds and the same is disclosed in Note No. 33 of Financial Statements.

28. LOANS, GUARANTEES AND INVESTMENTS

Particulars of Investments, as per the provision of Section 186 of the Companies Act, 2013 are provided
in Note No. 4 of Financial Statements. No loan or Guarantee was given by the company during the FY
2024-25.

29. RELATED PARTY TRANSACTIONS

The Company has adopted a Related Party Transaction Policy which is also available on the website of
the Company viz https://www.blblimited.com/pdf-investors/1651492878 RPT%20Policy.pdf. In the
policy, the criteria for determining the material transactions has been defined.

During the FY 2024-25, all transactions entered into with related parties were approved by the Audit
Committee including omnibus approval. As per the Listing Regulations, if any related party transaction
exceeds Rs. 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial
statement whichever is lower, would be considered as material and require Members approval.

The contracts or arrangements with related parties referred to in sub-section (1) of Section 188 read with
Section 2(76) of the Companies Act, 2013 entered into by the Company were in the ordinary course of
business and on arm''s length basis.

The prescribed Form AOC-2 is enclosed and forms part of this Report as Annexure-II. Your directors
draw attention of members to Note No. 33 to the financial statements which set out related party
disclosures.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the provisions of Corporate Social Responsibility ("CSR”) in terms of Section 135 of the
Companies Act 2013 read with rules made thereunder were applicable on the Company.

The CSR Committee comprises of three directors including one independent director as detailed below:

1. Sh. Brij Ratan Bagri - Chairman, Managing Director

2. Sh. Anshul Mehra - Member, Executive Director

3. Smt. Anita Sharma - Member, Independent Director

The detailed composition and terms of reference of the committee can be referred in the Corporate
Governance Report annexed to this Annual Report.

The Company had spent excess amount approx. Rs 21.23 Lacs during the previous financial year 2022¬
23 towards CSR Expenditure. During the financial year 2024-25, on recommendation of CSR Committee,
the Board of Directors had approved to carry forward the excess amount to be set off from CSR
Expenditure for the current financial year 2024-25. Accordingly, the CSR expenditure for the financial
year 2024-25 was set off by carry forward of excess amount from the previous year.

The Company complies with the provisions of section 135 of the Companies Act, 2013 and has framed
and implemented a CSR policy, which is available on the website of the Company at
https://www.blblimited.com/pdf-investors/1663390167 CSR%20Policy.pdf.

Further, the details of actual CSR spending/ carry forward of excess amount of the Company on various
activities can be referred from the Annual Report on Corporate Social Responsibility Activities as is
annexed to this Report as Annexure- III.

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

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read
with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

(A) Conservation of energy-
(i) the steps taken or impact on conservation of energy	The Company is a stock broking Company and requires normal consumption of electricity. The Company takes all necessary steps to reduce the consumption of energy. Your Company is not an industry as listed in Schedule to Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipment
(B) Technology absorption-
(i) the efforts made towards technology absorption	The Company is engaged in the Stock Broking Business and accordingly does not absorb any Technology.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development	No expenditure was incurred on Research and Development.

(C) Foreign Exchange Earnings and Outgo-
The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial year has been provided hereunder:
Foreign Exchange Earnings & Outgo	Current Year (2024-25)	Previous Year (2023-24)
Inflow	Nil	Nil
Outflow	Nil	Nil

32. RISK MANAGEMENT POLICY

a. Development: In terms of the requirement of the Companies Act, 2013 and the Listing Regulations,
the Company has developed and implemented the Risk Management Policy and the Audit
Committee of the Company reviews the same periodically.

b. Implementation: The Company recognizes that risk is an integral and unavoidable component of
business and hence is committed to managing the risk in a proactive and effective manner. The Risk
Management Policy approved by the Board has been effectively implemented. The Company''s
Management systems, organizational structures, processes, standards, code of conduct and
behaviors together form the Risk Management System of the Company and are managed
accordingly. In the opinion of Board, none of the risks which have been identified may threaten the
existence of the Company.

c. Identification of Key Risks which may Threaten the Existence of the Company and Risk
Mitigation: The common risks faced by the Company include Market Risk, Technology risk,
Operational Risk, Reputation Risk, Financial and Accounting Risk, Regulatory and Compliance Risk,
Human Resource Risk and Business Continuity Risk. Your Company has well defined processes and
systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations
is in place which is reviewed regularly and remedial measures are being undertaken immediately.
The risk management process consists of risk identification, risk assessment, risk prioritization, risk
treatment or mitigation, risk monitoring and documenting the new risks. Various risk management
policies as prescribed by SEBI/ Exchanges are followed by the Company.

33. VIGIL MECHANISM

Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per the requirements of
Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The vigil
mechanism is a channel through which the Directors and Employees of the Company have a secure
mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds
taking place in the Company for appropriate action or reporting.

The functioning of the vigil mechanism is reviewed by the Audit Committee periodically. None of the
Directors or employees have been denied access to the Audit Committee of the Board.

The vigil mechanism (Whistle Blower Policy) may be accessed on the Company''s website
https://www.blblimited.com/pdf-investors/1577344056 Vigil%20Mechanism%20policy.pdf

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the regulators or courts or tribunals impacting the going
concern status and the Company''s operations in future.

35. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s. VSD & Associates, Chartered Accountants, vide their letter dated August 14, 2024, have resigned
from the position of Statutory Auditors of the Company due their other professional assignments and pre
occupation, resulting into a casual vacancy in the office of Statutory Auditors of the Company as
envisaged by section 139(8) of the Companies Act, 2013.

The Board of Directors at its meeting held on August 30, 2024, as per the recommendation of the Audit
Committee, and pursuant to the provisions of Section 139(8) of the Companies Act 2013, appointed M/s.
Ram Rattan & Associates, Chartered Accountants, (FRN: 004472N), to hold office as the Statutory
Auditors of the Company till the conclusion of 43^rd AGM and to fill the casual vacancy caused by the
resignation of M/s. VSD & Associates, Chartered Accountants, subject to the approval of the members in
the forthcoming general meeting of the Company.

Further, on the recommendation of the Audit Committee, the Board of Directors had also recommended
to the members, the appointment of M/s. Ram Rattan & Associates, Chartered Accountants (FRN:
004472N) as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the
conclusion of ensuing 43^rd AGM until the conclusion of the 48^th AGM of the Company.

The report of the Statutory Auditors along with Notes on Financial Statements for the year ended March
31, 2025 is enclosed with the Annual Report. The Statutory Auditors of the Company have not reported
any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies
Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

There is no qualification, reservation, adverse remarks or disclaimer in the Auditors'' Report on Financial
Statements.

36. SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Company had
appointed M/s. Chandrasekaran Associates, Practicing Company Secretaries, to conduct the Secretarial
Audit of the Company for the financial year 2024-25.

The report of the Secretarial Auditors for the financial year 2024-25 is enclosed as Annexure-IV to this
report. There are no qualification, observations, disclaimer, adverse remark or other remarks in the
Secretarial Auditors'' Report.

SEBI vide notification dated December 12, 2024, amongst other, amended Regulation 24A of the SEBI
(LODR) Regulations, 2015. The said amended Regulation 24A stipulates that listed companies shall
undertake secretarial audit by a secretarial auditor who shall be a peer reviewed company secretary.

Further, as per Regulation 24A, the appointment/ re-appointment of an individual as a secretarial auditor
cannot be for more than one term of five consecutive years and in case the secretarial auditor is a
secretarial audit firm, it cannot be for more than two terms of five consecutive years and such an
appointment/ re-appointment shall be approved by the members of the Company at its AGM.

In view of the aforesaid, the Board of Directors of the Company, on the recommendation of the Audit
Committee at its meeting held on July 22, 2025, appointed M/s. Meenu S. & Associates, Company
Secretaries (FRN: S2021UP805000) (Peer Review No. 2613/2022), as the Secretarial Auditor of the
Company, for a period of five consecutive financial years commencing from April 1, 2025 to March 31,
2030, subject to approval of the Members of the Company at the forthcoming AGM.

37. INTERNAL AUDITOR AND THEIR REPORTS

M/s. Sarat Jain & Associates, Chartered Accountants, (FRN: 014793C) are the Internal Auditors of the
Company and they had conducted the half yearly Internal Audit during the year ended March 31, 2025.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along
with the comments of the management on the action taken to correct any observed deficiencies on the
working of the various departments.

38. COMPLIANCES OF SECRETARIAL STANDARDS

The Company has complied Secretarial Standards issued by the Institute of Company Secretaries of
India and notified by the Ministry of Corporate Affairs during the FY 2024-25.

39. ANNUAL RETURN

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return
can be accessed on our website at www.blblimited.com at the link https://www.blblimited.com/annual-
return

40. PARTICULARS OF EMPLOYEES

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & (2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company forms part of this report as an Annexure-V & VI.

Number of employees as on the closure of financial year

Female	Nil
Male	42
Transgender	Nil

41. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred as Listing Regulations), a separate report on Corporate Governance is appended along with the
Compliance Certificate from M/s. Chandrasekaran Associates, Practicing Company Secretaries, which
forms part of this report as an Annexure-VII.

The Management Discussion and Analysis Report for the FY 2024-25, as stipulated under the Listing
Regulations is presented in a separate section, which forms part of this report as an Annexure- VIII.

42. COST RECORDS

During the FY 2024-25, the Company is engaged in trading business in Shares, Securities and
Commodities and it was exempted from maintenance of Cost records as specified by Central
Government under Section 148(1) of the Act.

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

The Company always endeavors to create and provide an environment that is free from discrimination,
intimidation, abuse and harassment including sexual harassment.

It is also believed that, it''s the responsibility of the organization to protect the integrity and dignity of its
woman employees. The Company has "Prevention of Sexual Harassment Policy” in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013.

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.
As per the policy, any woman employee may report her complaint to ICC which is formed for this purpose.

The following is a summary of sexual harassment complaints received and disposed off during the FY
2024-25:

Number of complaints pending as on the beginning of the financial year : Nil

Number of complaints filed during the financial year : Nil

Number of Sexual Harassment Complaints pending beyond 90 days : Nil

Statement that company has complied with Maternity Benefit Act

The Company do not have any female employee during the financial year ended March 31, 2025

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended, and in alignment with
the principles of SEBI (LODR) Regulations, 2015, particularly Schedule V relating to corporate
governance disclosures, the Board affirms that the Company has fully complied with all applicable laws
and regulations relating to maternity benefits during the financial year under review. The Company has
adopted employee-centric policies that are compliant with statutory requirements.

During the F.Y. 2024-25, the Company was not required to grant maternity leave and related benefits all
eligible women employees as there were no female employee employed during the year.

Further, due to no female employees during the F.Y. 2024-25, the Company was not required to comply
with the requirements relating to creche facilities, as specified under the Maternity Benefit (Amendment)
Act, 2017 and availability of medical bonus, nursing breaks, and return-to-work support, etc.

The Company had maintained a discrimination-free and supportive workplace, in line with the non¬
discriminatory employment practices outlined under the SEBI LODR framework.

The Company''s HR policies and practices are periodically reviewed to ensure compliance with evolving
legal and regulatory requirements, and to promote the welfare of all employees. The Board remains
committed to upholding the highest standards of corporate governance and employee well-being.

44. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANY''S SECURITIES

Your Company has formulated Code of Conduct for Prevention of Insider Trading in Company''s
Securities ("Code”) in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The
objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price
sensitive information and to prevent any insider trading activity by dealing in shares of the Company by

its Designated Persons. Sh. Nishant Garud, Company Secretary and Compliance Officer of the Company
is authorized to act as Compliance Officer under the Code.

45. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Companies Act, 2013, the company is not required to prepare
Consolidated Financial Statements for the FY 2024-25 as the company has no subsidiaries or associate
company as on date.

46. HUMAN RESOURCES MANAGEMENT

Your Company treats its "human resources” as one of its most important assets. Your Company
continuously invests in attraction, retention and development of talent on an ongoing basis.

47. ONE TIME SETTLEMENT

During the FY 2024-25, the company has not entered into any one-time settlement with Banks or
Financial Institutions during the year, therefore, there was no reportable instance of difference in amount
of the valuation.

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

During the FY 2024-25, no application was made by the company and accordingly, no proceeding is
pending under the Insolvency and Bankruptcy Code, 2016.

49. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the
growth and performance of your Company.

Your Directors also thank the vendors, bankers, shareholders and advisers of the Company for their
continued support.

Your Directors also thank Regulators, Stock Exchanges and other Statutory Authorities for their
continued support.

For and on behalf of the Board of Directors of

BLB Limited

Place : New Delhi
Date : July 22, 2025

Sd/-

Brij Rattan Bagri
Chairman & Managing Director
DIN: 00007441

---

Mar 31, 2024

Your Directors take immense pleasure in presenting their Forty-Third (43^rd) Annual Report together with the Audited Financial Statements of BLB Limited (“the Company") for the Financial Year 2023-24 ("Review Period”).

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The summarized Audited results of your Company for the Financial Year ended on 31.03.2024 with comparative for the previous financial year ended on 31.03.2023 are given in the table below:

Particulars	Financial Year ended
	March 31, 2024	March 31, 2023
Revenue from Operations	31,438.27	21,879.26
Other Income	19.38	7.26
Expenses	(30,966.42)	(21,051.67)
Profit/ (loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense	491.23	834.85
Less: Depreciation/ Amortization/ Impairment	(18.56)	(26.02)
Profit /(loss) before Finance Costs, exceptional items and Tax Expense	472.67	808.83
Less: Finance Costs	(123.12)	(86.01)
Profit / (loss) before Exceptional items and Tax Expense	349.55	722.82
Add/ Less: Exceptional items	-	75.67
Profit / (loss) before Tax Expense	349.55	798.49
Less: Tax Expense (Current & Deferred)	(88.44)	(193.63)
Profit / (loss) for the year	261.11	604.86
Other Comprehensive Income/(loss)	0.20	1.85
Total Comprehensive Income/ (loss)	261.31	606.71
Basic Earnings Per Share (in Rs.)	0.49	1.14
Diluted Earnings Per Share (in Rs.)	0.49	1.14

Notes:

(1) The above figures are extracted from the audited standalone financial statements of the Company.

(2) The amount shown in bracket () in the above table are negative in value

The turnover of your Company stood at Rs. 31,438.27 lakhs as against Rs. 21,879.26 lakhs in the previous financial year and profit after tax stood at Rs. 261.11 Lakhs as against Rs. 604.86 Lakhs in the previous financial year.

2. RESERVES AND SURPLUS

The Board of Directors of your Company has decided not to transfer any amount to Reserves for the Financial Year 2023-24.

3. DIVIDEND

The Board of Directors of your Company has decided that with a view of strengthening the capital base, it would be prudent not to recommend any dividend for the Financial Year 2023-24.

4. STATE OF COMPANY''S AFFAIRS

a) Segment Wise Position of Business- The main business of the Company is in trading and investment in Shares and Securities and is in Single Segment.

b) Change in Status of Company - There is no change in the status of your Company as the Company continues to be listed in National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

c) Key Business Developments- No key business developments took place during the year under review.

d) Change in the Financial Year - There has been no change in the financial year followed by Company. The Company follows financial year starting from 01^st April and ending on 31^st March.

e) Capital Expenditure Program- There have been no Capital Expenditure Program during the year under review and also not likely in the future.

f) Developments, Acquisition and assignment of material Intellectual Property Rights- There are no material developments, acquisitions and assignments of material Intellectual Property Rights that took place during the year under review.

g) Any other material event having an impact on the affairs of the Company-

During the year under review, Mr. Brij Rattan Bagri, the promoter of our Company (''Seller'') has entered into a Share Sale and Purchase Agreement (SSPA) on 17^th January, 2024 with M/s. Dream Achiever Consultancy Services Private Limited (''Acquirer'') under which the Acquirer proposes to acquire 1,94,74,671 equity shares representing 36.84% of the paid-up share capital of the Company at INR 1/- each equity share amounting to total consideration of Rs. 43.82 Crores (approx.)

Pursuant to entering into such Share Sale and Purchase Agreement (SSPA), the Acquirer has triggered the requirement to make an open offer to the shareholders of the Company in terms of Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011. The Acquirer have announced an Open Offer for acquisition of upto 1,37,44,967 (One Crore Thirty-Seven Lakh Forty-Four Thousand Nine Hundred Sixty-Seven) Equity Shares of Face Value INR 1/- (Rupee One Only) Each Representing 26% of the Equity and Voting Shares Capital of the Company, at a Price of 22.60/-(Rupees Twenty-Two and Sixty Paisa Only) Per Fully Paid-Up Equity Shares of the Company.

However, the Company had received a letter from Sh. Brij Rattan Bagri on June 11, 2024 regarding the receipt of Termination Letter by him on his e-mail on 10^th June, 2024 from the Acquirer w.r.t. the aforesaid SSPA dated 17th January, 2024.

Further, Sh. Brij Rattan Bagri, the Promoter of the Company, vide his letter dated 14th June, 2024 had informed the Company about termination of the aforesaid SSPA

Other than above, no material event took place during the FY 2023-24 having an impact on the affairs of the Company.

5. CHANGE IN NATURE OF BUSINESS

During the FY 2023-24, there were no changes in nature of business of the company. The main business of company continued to be trading and investment in Shares and Securities.

6. MATERIAL CHANGES AND COMMITMENT

Sh. Brij Rattan Bagri, the Promoter of the Company, vide his letter dated 11^th June, 2024 and subsequently vide his letter dated 14^th June, 2024 had informed the Company about termination of the SSPA executed earlier by him with M/s. Dream Achiever Consultancy Services Private Limited (''Acquirer'') on 17^th January 2024 for the proposed acquisition of 1,94,74,671 equity shares representing 36.84% of the paid-up share capital of the Company at I NR 1/- each.

Except the above, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the Financial Statements relate and the date of this report.

7. DETAILS OF REVISION OF THE FINANCIAL STATEMENT OR REPORT

There has been no revision in the Financial Statements and Board report during the Financial Year under review.

8. SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2024 stood at Rs. 31,50,00,000/-comprising of 26,50,00,000 equity shares of Re. 1/- each amounting to Rs. 26,50,00,000/- and 5,00,000 preference shares of Rs. 100/- each amounting to Rs. 5,00,00,000/- and remained unchanged as compared to March 31, 2023.

The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on March 31, 2024, stood at Rs. 5,28,65,258/-, comprising of 5,28,65,258 Equity shares of Re. 1/- each fully paid-up and remained unchanged as compared to March 31, 2023.

Further, no Capital reduction/ buyback/ change in voting rights have been undertaken during the FY 2023-24.

9. CHANGES IN SHARE CAPITAL AND DISCLSOURES

There was no change in the paid up Share Capital of the Company during the financial year 2023-24. Equity Shares or Other Convertible Securities:

The Company has not issued any equity shares or other convertible securities during the year under review.

Equity Shares with Differential Rights:

The Company has neither issued any equity shares with differential rights during the year under review nor are any such equity shares outstanding as on March 31, 2024.

Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares during the year under review.

Employee Stock Options:

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

Voting Rights not directly exercised by Employees:

The Company has no Scheme in which voting rights are not directly exercised by Employees of Company. Further, no shares are held by trustee(s) for the benefit of employees.

Debentures, Bonds or other Non- convertible Securities:

The Company has not issued any Debentures, Bonds or other non- convertible securities during the FY 2023-24. Also Chapter XII of SEBI Master Circular SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated 10^th August, 2021 amended as on 7th July, 2023 regarding Large Corporates (LC) is not applicable to the Company for the FY 2023-24.

Warrants:

The Company has not issued any Warrants during the year under review.

Credit Rating of Securities:

The Company has not obtained any Credit Rating of Securities during the year under review.

Bonus Shares:

The Company has not issued any Bonus Shares during the year under review.

10. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unclaimed and unpaid dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF), established by the Government of India, after completion of seven years from declaration of Dividend.

Further, according to the rules, the shares on which the dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the FY 2023-24, there was no unclaimed and unpaid dividends which was required to be transferred to IEPF Authority. Detailed list of dividend amount and Shares already transferred to IEPF Authority is available on the website of the Company viz. "www.blblimited.com".

11. NODAL OFFICER

In accordance with the provisions of sub-rule (2A) of Rule 7 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Mr. Nishant Garud, Company Secretary of the Company has been appointed as the Nodal Officer of the Company.

The details are available on the website of Company at www.blblimited.com.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY Inductions:-

During the year under review, Mr. Deepak Sharma had been appointed as Chief Financial Officer (KMP) w.e.f. 1^st December, 2023.

No new appointments of Director or Key Managerial Personnel (KMP), except above, were made during the FY 2023-24.

Resignations:-

During the year under review, Mr. Deepak Shrivastava had resigned from the post of Chief Financial Officer (KMP) with effect from the closure of business hours on 30^th November, 2023.

No Director or KMP, other than above, had resigned during the FY 2023-24.

Appointments/ Re-appointments:-

¦ Sh. Keshav Chand Jain (DIN: 00007539), Director who retired by rotation, was re-appointed as a Director of the Company liable to retire by rotation in the 42^nd AGM of the company held on 26^th September, 2023.

¦ Further, Sh. Brij Rattan Bagri (DIN: 00007441) Non- Executive Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

The Board recommends the same for your approval.

13. DECLARATION BY INDEPENDENT DIRECTORS

Smt. Dhwani Jain (DIN: 06985038), Sh. Deepak Sethi (DIN: 01140741) and Sh. Gaurav Gupta (DIN: 00531708) are the Independent Directors on the Board of your Company.

In the opinion of the Board and as declared by these Directors, each of them meets the criteria of independence as specified in Regulation 16 and 25 of the Listing Regulations and Section 149 (6) of the Companies Act, 2013 and the Rules made thereunder and the independent directors have integrity, expertise and experience (including the proficiency).

Further, all the Independent Directors of your Company have confirmed their registration/ renewal of registration, on Independent Directors'' Databank

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company has convened and held a separate meeting of Independent Directors on March 20, 2024.

15. FAMILIARIZATION PROGRAMMES

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The details of the familiarization Program are available on the website of the Company at http://www.blblimited.com/miscellaneous.

16. CODE OF CONDUCT

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

17. DETAILS OF BOARD MEETINGS

During the FY 2023-24, 9 (nine) Board meetings were held, details of which along with attendance details of directors are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.

18. COMMITTEES OF BOARD

The Composition of Committees, i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee, number of committee meetings, attendance of committee members and other terms of reference are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.

Further, details of respective committee meetings held during the year along with the attendance details of members are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.

19. RECOMMENDATIONS OF COMMITTEES

Your Board has accepted all the recommendation(s) made by the all the Committees during the FY 2023-24 and up to the date of this report.

20. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of your Company has framed a "Nomination, Remuneration and Evaluation Policy” on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The said policy has been approved by the Board of Directors of your Company.

The detailed "Nomination, Remuneration and Evaluation Policy” is enclosed as an Annexure -I.

21. EVALUATION OF BOARD PERFORMANCE

The Board has framed a performance evaluation policy which is displayed on the website of the company, viz. https://www.blblimited.com/pdf-investors/1651492791 NRC%20Policv.pdf. for evaluating its own performance, its committees and Individual Director including Independent Director.

Pursuant to the Section 134(3)(p) and Schedule IV of the Companies Act, 2013 read with Regulation 17 of the Listing Regulations, the Board of Directors have carried out an evaluation of Independent Directors, the directors individually, as well as the evaluation of the working of its Committees.

Based on the Performance Evaluation carried out by the Board of the Company, the performance of the Board and its Committees and Individual Directors of the Company was found satisfactory.

As per Schedule IV to the Companies Act, 2013 and Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held on March 20, 2024, where Independent Directors, reviewed the performance of Non-Independent Directors, the Board as a whole, Chairman of the Company and found their performances to be satisfactory.

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

The company does not have any holding or Subsidiary Company. So, the Whole Time Director of the Company was not in receipt of commission from the Holding Company or commission/ remuneration from its Subsidiary Companies.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

The internal control process and 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. Procedures to ensure conformance with the policies, processes and standards have been put in place covering all activities.

The processes and financial activities are subjected to independent audits by internal auditors as well as statutory auditors. Implementations of recommendations from various audit reports are regularly monitored by the senior management.

25. REPORTING OF FRAUD AS PER SECTION 143(12)

For the FY 2023-24, no Fraud has been reported by Auditors of the Company in terms of Section 143(12) of the Companies Act, 2013.

26. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

During the Financial Year under review, there has been no subsidiary, joint venture or associate company of the Company.

27. PUBLIC DEPOSIT

During the FY 2023-24, your Company had not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Further, the Company has taken loan from Sh. Brij Rattan Bagri, Director of the Company during the FY 2023-24, out of his own funds and the same is disclosed in Note No. 33 of Financial Statements.

28. LOANS, GUARANTEES AND INVESTMENTS

Particulars of Investments, as per the provision of Section 186 of the Companies Act, 2013 are provided in Note No. 5 of Financial Statements.

No Loan or Guarantee was given by the company during the FY 2023-24.

29. RELATED PARTY TRANSACTIONS

The Company has adopted a Related Party Transaction Policy which is also available on the website of the Company viz http://www.blblimited.com/pdf-investors/1651492878_PRT%20Policy.pdf. In the policy, the criteria for determining the material transactions has been defined according to which any contract or transaction or arrangement are to be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds Rs. 1000 crores or 10% of the annual consolidated turnover of the Company as per the last audited financial statement of the Company whichever is lower.

During the FY 2023-24, all transactions entered into with related parties were approved by the Audit Committee including omnibus approval. As per the Listing Regulations, if any related party transaction exceeds Rs. 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require Members approval.

The contracts or arrangements with related parties referred to in sub-section were (1) of Section 188 read with Section 2(76) of the Companies Act, 2013 entered into by the Company were in the ordinary course of business and on arm''s length basis.

The prescribed Form AOC-2 is enclosed and forms part of this Report as Annexure-II. Your directors draw attention of members to Note No. 33 to the financial statements which set out related party disclosures.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the provisions of Corporate Social Responsibility ("CSR”) in terms of Section 135 of the Companies Act 2013 read with rules made thereunder were applicable on the Company.

The CSR Committee comprises of three directors including one independent director as detailed below:

1. Sh. Brij Ratan Bagri - Chairman, Non-Executive Director

2. Sh. Anshul Mehra - Member, Executive Director

3. Smt. Dhwani Jain - Member, Independent Director

The detailed composition and terms of reference of the committee can be referred in the Corporate Governance Report annexed to this Annual Report.

The Company had spent excess amount approx. Rs 21.23 Lacs during the previous financial year 202223 towards CSR Expenditure. During the financial year 2023-24, on recommendation of CSR Committee, the Board of Directors had approved to carry forward the excess amount to be set off from CSR Expenditure for the current financial year 2023-24. Accordingly, the CSR expenditure for the financial year 2023-24 was set off by carry forward of excess amount from the previous year

The Company complies with the provisions of section 135 of the Companies Act, 2013 and has framed and implemented a CSR policy, which is available on the website of the Company at http://www.blblimited.com/pdf-investors/1663390167 CSR%20Policy.pdf.

Further, the details of actual CSR spending/ carry forward of excess amount of the Company on various activities can be referred from the Annual Report on Corporate Social Responsibility Activities as is annexed to this Report as Annexure- III.

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

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

(A) Conservation of energy-
(i) the steps taken or impact on conservation of energy	The Company is a stock broking Company and requires normal consumption of electricity. The Company takes all necessary steps to reduce the consumption of energy. Your Company is not an industry as listed in Schedule to Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipment
(B) Technology absorption-
(i) the efforts made towards technology absorption	The Company is engaged in the Stock Broking Business and accordingly does not absorb any Technology.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development	No expenditure was incurred on Research and Development.
(C) Foreign Exchange Earnings and Outgo-
The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial yearhas been provided hereunder:
Foreign Exchange Earnings & Outgo	Current Year (2023-24)	Pr ev io us Year (2022-23)
Inflow	Nil	Nil
Outflow	Nil	Nil

32. RISK MANAGEMENT POLICY

a. Development: In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company reviews the same periodically.

b. Implementation: The Company recognizes that risk is an integral and unavoidable component of business and hence is committed to managing the risk in a proactive and effective manner. The Risk Management Policy approved by the Board has been effectively implemented. The Company''s Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and are managed accordingly. In the opinion of Board, none of the risks which have been identified may threaten the existence of the Company.

c. Identification of Key Risks which may Threaten the Existence of the Company and Risk Mitigation: The common risks faced by the Company include Market Risk, Technology risk, Operational Risk, Reputation Risk, Financial and Accounting Risk, Regulatory and Compliance Risk, Human Resource Risk and Business Continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which is reviewed regularly and remedial measures are being undertaken immediately. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks. Various risk management policies as prescribed by SEBI/ Exchanges are followed by the Company.

33. VIGIL MECHANISM

Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per the requirements of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The vigil mechanism is a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking place in the Company for appropriate action or reporting.

The functioning of the vigil mechanism is reviewed by the Audit Committee periodically. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The vigil mechanism (Whistle Blower Policy) may be accessed on the Company''s website https://www.blblimited.com/pdf-investors/1577344056 Vigil%20Mechanism%20policy.pdf

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

35. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s. VSD & Associates, Chartered Accountants (FRN: 008726N), New Delhi, are the Statutory Auditors of the Company appointed for a term of 5 (five) consecutive years from 41^st Annual General Meeting till the conclusion of 46^th Annual General Meeting of the Company.

M/s. VSD & Associates, Chartered Accountants, vide their letter dated August 14, 2024, have resigned from the position of Statutory Auditors of the Company due their other professional assignments and pre occupation, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013.

The Board of Directors at its meeting held on August 30, 2024, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies Act 2013, appointed M/s. Ram Rattan & Associates, Chartered Accountants, (FRN: 004472N), to hold office as the Statutory Auditors of the Company till the conclusion of 43rd AGM and to fill the casual vacancy caused by the resignation of M/s. VSD & Associates, Chartered Accountants, subject to the approval of the members in the forthcoming general meeting of the Company.

Further, on the recommendation of the Audit Committee, the Board of Directors had also recommended to the members, the appointment of M/s. Ram Rattan & Associates, Chartered Accountants (FRN: 004472N) as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of ensuing 43rd AGM until the conclusion of the 48th AGM of the Company.

The report of the Statutory Auditors along with Notes on Financial Statements for the year ended March 31, 2024 is enclosed with the Annual Report. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

There is no qualification, reservation, adverse remarks or disclaimer in the Auditors'' Report on Financial Statements.

36. SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Company had appointed M/s. Chandrasekaran Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The report of the Secretarial Auditors for the financial year 2023-24 is enclosed as Annexure-IV to this report. There are no qualification, observations, disclaimer, adverse remark or other remarks in the Secretarial Auditors'' Report except as mentioned below:

1. The Company has filed an e-Form MGT-14 with the Registrar of Companies with additional fees.

There was an inadvertent procedural delay in filing of e-form MGT-14 with the Registrar of Companies. Hence, the said form was filed with an additional fee. All other ROC forms, except above were filed within prescribed timelines.

2. The Company is in process of updating its website in terms of the advisory issued by National Stock Exchange Limited and Bombay Stock Exchange Limited under Regulation 46 and 62 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Company has maintained the website and all the disclosures are made therein. However, the Company is in process of updating its website in terms of the advisory issued by National Stock Exchange Limited and BSE Limited. All the relevant disclosures and information are available on the Company''s website pursuant to the applicable provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

3. The Company has submitted the proceedings of the 42^nd Annual General meeting (AGM) to the Stock Exchanges after the prescribed time from the conclusion of the said General Meeting and the same were submitted within 24 hours from the conclusion of General Meeting.

The Company had submitted a Clarification letter to the BSE Limited. Due to process of compiling of various data, the Company was unable to make the disclosure within 12 hours and the same was made within 24 hours of conclusion of AGM.

4. Basis the advisory given in the previous financial year''s Secretarial Audit Report w.r.t. strengthening the process for Structured Digital Database maintained under SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has not captured a UPSI event in the said database.

During the period under review, the Company had made all the entries w.r.t. sharing of UPSI in the Structural Digital Database (SDD) within the prescribed time lines. However, the Company has not captured a UPSI event in the said database as the said UPSI upon receipt, was immediately made public by uploading the same on website of Stock Exchanges.

5. The Company has not reported the two Related Party Transactions in half yearly reporting for the period ended September, 2023 w.r.t. sale of immovable properties to the related party. However, as confirmed by the management, the same would be submitted in the half yearly reporting of Related Party Transactions for March, 2024.

The Company had reported and filed these two Related Party Transactions in the RPT Report for the half year ended March 31, 2024

37. INTERNAL AUDITOR AND THEIR REPORTS

M/s. Sarat Jain & Associates, Chartered Accountants, (FRN: 014793C) are the Internal Auditors of the Company and they had conducted the half yearly Internal Audit during the year ended March 31, 2024.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

38. COMPLIANCES OF SECRETARIAL STANDARDS

The Company has complied Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs during the FY 2023-24.

39. ANNUAL RETURN

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return can be accessed on our website www.blblimited.com at the link https://www.blblimited.com/annual-return.

40. PARTICULARS OF EMPLOYEES

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms part of this report as an Annexure-V & VI.

41. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations), a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s. Chandrasekaran Associates, Practicing Company Secretaries, which forms part of this report as an Annexure-VII.

The Management Discussion and Analysis Report for the FY 2023-24, as stipulated under the Listing Regulations is presented in a separate section, which forms part of this report as an Annexure- VIII.

42. COST RECORDS

During the FY 2023-24, the Company is engaged in trading business in Shares, Securities and Commodities and it was exempted from maintenance of Cost records as specified by Central Government under Section 148(1) of the Act.

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

The Company always endeavors to create and provide an environment that is free from discrimination, intimidation, abuse and harassment including sexual harassment. It is also believed that, it''s the responsibility of the organization to protect the integrity and dignity of its woman employees. The Company has "Prevention of Sexual Harassment Policy” in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

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. As per the policy, any woman employee may report her complaint to ICC which is formed for this purpose.

The following is a summary of sexual harassment complaints received and disposed off during the FY 2023-24:

Number of complaints pending as on the beginning of the financial year : Nil

Number of complaints filed during the financial year : Nil

44. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANY''S SECURITIES

Your Company has formulated Code of Conduct for Prevention of Insider Trading in Company''s Securities ("Code”) in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Designated Persons. Sh. Nishant Garud, Company Secretary and Compliance Officer of the Company is authorized to act as Compliance Officer under the Code.

45. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Companies Act, 2013, the company is not required to prepare Consolidated Financial Statements for the FY 2023-24 as the company has no subsidiaries or associate company as on date.

46. HUMAN RESOURCES MANAGEMENT

Your Company treats its "human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

47. ONE TIME SETTLEMENT

During the FY 2023-24, the company has not entered into any one time settlement with Banks or Financial Institutions during the year, therefore, there was no reportable instance of difference in amount of the valuation.

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

During the FY 2023-24, no application was made by the company and accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

49. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank Regulators, Stock Exchanges and other Statutory Authorities for their continued support.

For and on behalf of the Board of Directors of

BLB Limited

Place : New Delhi Date : August 30, 2024

Sd/-

Brij Rattan Bagri Chairman DIN: 00007441

---

Mar 31, 2018

Dear Shareholders,

The Directors take immense pleasure in presenting their Thirty Seventh (37th) Annual Report together with the Standalone and Consolidated Audited Financial Statement of Accounts of BLB Limited (“the Company”) for the Financial Year 2017-18.

FINANCIAL PERFORMANCE

The summarized standalone and consolidated results of your Company for the Financial Year 2017-18 ended on 31.03.2018 viz.-a-viz. for the Financial Year 2016-17 ended on 31.03.2017 are given in the table below:

(Rs. In Lakhs)

PARTICULARS		FINANCIAL YEAR ENDED
	STANDALONE		CONSOLIDATED
	31/03/2018	31/03/2017	31/03/2018	31/03/2017
Income	31084.53	11910.21	51890.25	46557.05
Expenses	30917.97	11825.04	52445.83	46436.27
Profit/ (Loss) before Tax and Exceptional Items	166.56	85.17	(555.58)	120.78
Exceptional Items	-	-	9.68	0.07
Profit/(loss) before Tax for the year Less: Provision for Taxation	166.56	85.17	(565.26)	120.71
- Current Tax	13.80	16.02	16.46	13.71
- Deferred Tax	60.91	37.99	(61.21)	(19.64)
Profit/(loss) After Tax	91.85	31.16	(520.51)	126.64
Other Comprehensive Income net of tax	(15.34)	0.27	(15.34)	0.27
Total Comprehensive Income for the year	76.51	31.43	(535.85)	126.91

Other Comprehensive income arising from Equity Intruments and Income Tax of defined benefit obligation.

STATE OF COMPANIES AFFAIRS AND SUMMARY OF OPERATIONS (STANDALONE & CONSOLIDATED)

Net Revenue from Operations for the Financial Year 2017-18 of your Company on standalone basis has increased from Rs.11910.21 Lakhs to Rs.31084.53 Lakhs (F.Y. 2016-17). Profit after Tax increased to Rs.91.85 lakhs from Rs.31.16 lakhs (F.Y. 2016-17).

The Revenue from Operations of the Company on consolidated basis increased from Rs.46557.05 Lakhs to Rs.51890.25 Lakhs as compared to previous financial year. However, consolidated Net Loss after Tax for F.Y. 2017-18 stood at Rs.520.51 lakhs as compared a consolidated net profit of Rs.126.64 lakhs for F.Y. 2016-17.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

The same became applicable on the Company w.e.f. 01st April, 2017. The Standalone/Consolidated Financial Statements of the Company have been prepared and presented in accordance with Ind AS and previous year figures in the Standalone/Consolidated Financial Statements have been restated as per Ind AS.

CHANGE IN NATURE OF BUSINESS

During the year under review, there were no changes in nature of business of the company. The main business of company continued to trading and investment in Shares and Securities.

RESERVES AND SURPLUS

The Board of Directors of your Company do not recommend any amount to be carried to the Reserves. Therefore, your company has not transferred any amount to the Reserves during the financial year 2017-18.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review and pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the unclaimed unpaid dividend for the Financial Year 2009-10 (Interim Dividend) to the Investor Education and Protection Fund and has also transferred the shares of such shareholders who have not claimed their dividend for the Financial Year 2008-09 (Final Dividend) and 2009-10 (Interim Dividend) to the DEMAT account of Investor Education and Protection Fund (IEPF) of the Ministry of Corporate Affairs on 22nd April, 2017.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year 2017-18.

CAPITAL

The Authorised Share Capital of your Company as on March 31, 2018 stood at Rs.12,50,00,000/- comprising of 7,50,00,000 equity shares of Rs.1/- each amounting to Rs.7,50,00,000/- and 5,00,000 preference shares of Rs.100/- each amounting to Rs.5,00,00,000/-.

The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on March 31, 2018, stood at Rs.5,28,65,258/-, comprising of 5,28,65,258 Equity shares of Rs.1/- each.

CHANGES IN SHARE CAPITAL

There was no change in the Share Capital of the Company during the financial year 2017-18.

Disclosure Regarding Issues of Equity Shares with Differential Rights:

The Company has not issued any equity shares with differential rights during the year under review, hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure Regarding Issues of Employee Stock Options:

The Company has not provided any Stock Option Scheme to the employees during the year under review, hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure Regarding the Issues of Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares during the year under review, no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosures in Respect of Voting Rights not directly exercised by Employees:

There are no shares held by trustees for the benefit of employees, hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Disclosure Regarding the Issues of Bonus Shares:

The Company has not issued any Bonus Shares during the year under review, hence no information as per provisions of Rule 14 of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

BORROWINGS

Total borrowings stood at Rs.310.00 Lakhs as at 31st March, 2018 as against Rs.688.71 Lakhs as on 31st March, 2017.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Company has received a loan of Rs.4.10 cr. from its director Sh. Brij Rattan Bagri during the year 2017-18 in compliance with the Companies (Acceptance of Deposits) Rules, 2014. The year end balance of loan was Rs.3.10 cr. (Previous year Rs.3.50 cr.)

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 (‘the Act’) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT-9 is annexed as Annexure-III.

SUBSIDIARY COMPANY(IES)

During the Financial Year under consideration there were 6 (Six) wholly owned subsidiaries, namely BLB Commodities Limited, BLB Global Business Limited, Sri Sharadamba Properties Limited, Caprise Commodities Limited, Sakala Commodities Limited and Samagra Capital Limited. Two out of the above six subsidiaries namely “Sakala Commodities Limited” and “Samagra Capital Limited” which were incorporated to meet the requirement of the “Composite Scheme of Arrangement” and have applied for striking off their names from the records of the Registrar of Companies, as the same were no longer required after the withdrawal of the said Scheme, which is later on discussed under the head “SCHEME OF ARRANGEMENT”

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statement of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company viz. “www.blblimited.com”.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES

Pursuant to Sub-Section (3) of Section 129 of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company’s subsidiaries is set out in the prescribed Form AOC-1 as Annexure-I, which forms part of this Annual Report.

HIGHLIGHTS ON THE PERFORMANCE OF SUBSIDIARIES (Amount Rs. in Lakhs)

Name of the Subsidiary Company	Total Revenue		Total Expense		Exceptional Items		Profit/Loss Before Tax		Tax		Profit/Loss After Tax
	2017-18	2016-17	2017-18	2016-17	2017-18	2016-17	2017-18	2016-17	2017-18	2016-17	2017-18	2016-17
BLB Commodities Limited	18238.37	34099.12	18904.76	34029.12	(9.68)	(0.07)	(676.07)	69.93	(112.21)	(60.78)	(563.86)	130.71
BLB Global Business Limited	4772.81	1424.10	4762.33	1416.16	-	-	10.48	7.94	2.04	5.40	8.44	2.54
Sri Sharadamba Properties Limited	5.40	0.34	23.73	48.34	-	-	(18.33)	(48.00)	-	(162)	(18.33)	(46.38)
Caprise Commodities Limited	59.94	308.94	107.81	305.12	-	-	(47.87)	3.82	(9.84)	(2.93)	(38.03)	6.75
Sakala Commodities Limited	-	-	-	-	-	-	-	-	-	-	-	-
Samagra Capital Limited	-	-	-	-	-	-	-	-	-	-	-	-

CONTRIBUTION OF SUBSIDIARIES TO THE OVERALL PERFORMANCE OF THE COMPANY

During the period under review, the contribution of each subsidiary to the overall performance of the Company is as follows:

S.No.	NAME OF THE SUBSIDIARY COMPANY(S)	CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY IN PERCENTAGE*
1.	BLB Commodities Limited	89.00%
2.	BLB Global Business Limited	-2.50%
3.	Sri Sharadamba Properties Limited	-0.90%
4.	Caprise Commodities Limited	8.14%
5.	Sakala Commodities Limited	0.00%
6.	Samagra Capital Limited	0.00%

* The aforestated percentage is calculated on Profit/ (Loss) before exceptional items and tax figure and excludes the intercompany transactions.

SCHEME OF ARRANGEMENT

During the year under review, the Board of Directors of your Company in their meeting held on 25.10.2017 decided to withdraw Composite Scheme of Arrangement involving Amalgamation of four wholly owned subsidiaries namely, BLB Commodities Limited, BLB Global Business Limited, Caprise Commodities Limited and Sri Sharadamba Properties Limited with the Company and subsequent Demerger of ‘Commodities Trading Division’ and ‘Financial Service Division’ of BLB Limited i.e. to M/s. Sakala Commodities Limited and M/s. Samagra Capital Limited respectively.

Later, on 14th December, 2017 the Company had adopted the Scheme of Arrangement involving Amalgamation of its four wholly owned subsidiaries namely, BLB Commodities Limited, BLB Global Business Limited, Caprise Commodities Limited and Sri Sharadamba Properties Limited with the Company pursuant to the provisions of Sections 230-232 of Companies Act, 2013 and other applicable provisions, if any.

Pursuant to the Order of Hon’ble NCLT, Chandigarh dated 23rd May, 2018, Company has conducted Shareholders meeting on 07th July, 2018 for approving the “Scheme of Arrangement” wherein shareholders duly approved the said scheme.

The Scheme is subject to and would become effective on receipt of all regulatory/statutory approvals. The said Scheme is pending for approvals from the concerned regulatory/statutory authorities as on date of this report.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Investment and Guarantees given, as per the provision Section 186 of the Companies Act, 2013 are provided in Note Nos. 5,13 and 36 of Standalone Financial Statements, along with the purpose for which they have been granted which forms part of this Annual Report. The outstanding amount of loan granted by Company to its subsidiaries as on March 31, 2018 stands to Rs.21.75 crores (previous year Rs.23.95 crores)

Further your Company continues to hold investments in securities, details of which are provided in the Note No. 5 of Standalone Financial Statements which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations), a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Chandrasekaran Associates, Practicing Company Secretaries, which forms part of this report as Annexure-II.

The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations with the Stock Exchanges in India is presented in a separate section which forms part of the Annual Report.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In the 36th Annual General Meeting held on 16th September, 2017, M/s R.K. Ahuja & Co. Chartered Accountants, (FRN 031632N) had been appointed as Statutory Auditors of the Company for a period of Five (5) years subject to ratification at every Annual General Meeting. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting to hold the office from the conclusion of this Annual General Meeting till the conclusion of the Forty First (41st) Annual General Meeting of the Company at such remuneration as may be recommended by the Audit Committee and as may be mutually agreed upon between the auditors and the Board of Directors of the Company.

The report of the Statutory Auditors along with Notes on Standalone and Consolidated Financial Statements for the year ended 31.03.2018 is enclosed with the Annual Report. There are no qualification, reservation, adverse remarks or disclaimer in the Auditors’ Report on Standalone and Consolidated Financial Statements.

Further, during the year, the Auditors’ has not reported any fraud u/s 143(12) of the Companies Act, 2013 and rules made there under.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Company has appointed M/s. Chandrasekaran Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2017-18.

The report of the Secretarial Auditors for the financial year 2017-18 is enclosed as Annexure-IV to this report. The report is self-explanatory and do not call for any further comments. There is no qualification, observations, disclaimer, adverse remark or other remarks in the Secretarial Auditors’ Report.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Your Company continuously invests in strengthening the internal control processes and systems. The internal control process and 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. Procedures to ensure conformance with the policies, processes and standards have been put in place covering all activities.

The processes and financial activities are subjected to independent audits by internal as well as statutory auditors. Implementations of recommendations from various audit reports are regularly monitored by the senior management.

During the year under review M/s. Ramesh Jain & Associates, Chartered Accountants, (FRN : 002889N), Internal Auditors of the Company resigned from the position of Internal Auditors of the Company, therefore the Company has appointed M/s. Ram Rattan & Associates, Chartered Accountants, New Delhi (FRN 004472N) as the Internal Auditors of the Company, w.e.f. 14.12.2017.

RELATED PARTY TRANSACTIONS

The Company has also adopted a Related Party Transaction Policy which is also available on the website of the Company viz “www.blblimited.com”. In the policy, the criteria for determining the material transactions has been defined according to which any contract or transaction or arrangement are to be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statement of the Company.

The contracts or arrangements with related parties referred to in sub-section (1) of Section 188 read with Section 2(76) of the Companies Act, 2013 entered into by the Company are in the ordinary course of business and on arm’s length basis. There is no material transaction with related parties during the year as defined under Listing Regulations and as per company’s Related Party Transaction Policy. Further, as per Companies Act, 2013 and rules made there under, the term “Material Transactions” has not been defined and therefore for the purpose of material transactions as mentioned in the Form AOC-2, the Company has taken the definition from the Regulation 23 of the Listing Regulations read with Related Party T ransaction Policy and has concluded that no transaction falls under material transaction as per the requirement.

The prescribed Form AOC-2 is enclosed and forms part of this Report as Annexure-V. Your directors draw attention of members to Note No. 34 to the standalone financial statements which set out related party disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sh. Brij Rattan Bagri (DIN: 00007441) Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the same for your approval.

During the year, Mr. Rajesh Kumar Damani (DIN: 01405935), Mr. Manas Jain (DIN: 02785654) and Smt. Dhwani Jain (DIN: 06985038) continues to be Independent Directors of the Company. Sh. Keshav Chand Jain and Sh. Vikram Rathi, continues to be the Director(s) of the Company and Mr. Vikash Rawal continues to be the Chief Financial Officer of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Rajesh Kumar Damani (DIN: 01405935), Mr. Manas Jain (DIN: 02785654) and Smt. Dhwani Jain (DIN: 06985038) are the Independent Directors on the Board of your Company. In the opinion of the Board and as declared by these Directors, each of them meets the criteria of independence as specified in Regulation 16 of the Listing Regulations and Section 149 (6) of the Companies Act, 2013 and the Rules made thereunder.

DETAILS OF BOARD MEETINGS

During the year under review, 7 (Seven) Board meetings were held, details of which are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company has convened and held a separate meeting of independent directors on 17.03.2018 during the period under review.

COMMITTEES OF BOARD

The Composition of Committees, i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee; since the last Annual General Meeting has changed.

Further details of the same like date of reconstitution of Committees, number of committee meetings, attendance of committee members and other terms of reference are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.

Your Board has accepted all the recommendation(s) made by the Audit Committee during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

EVALUATION OF BOARD PERFORMANCE

The Board has framed a performance evaluation policy which is displayed on the website of the company, viz. www.blblimited.com, for evaluating its own performance and its Committees, Executive Director, Non-executive Directors including Independent Directors. Pursuant to the Section 134(3)(p) and Schedule IV of the Companies Act, 2013 read with Regulation 17 of the Listing Regulations, the Board in their meeting held on 10.04.2018 have carried out an evaluation of Independent Directors, the directors individually, as well as the evaluation of the working of its Committees.

Based on the Performance Evaluation carried out by the Board of the Company, the performance of the Board and its Committees and Individual Directors of the Company was found satisfactory.

As per Schedule IV to the Companies Act, 2013 and Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held on March 17, 2018, where Independent Directors, reviewed the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company and found their performances to be satisfactory.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

At present, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

MATERIAL CHANGES AND COMMITMENT

There is no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

Stock Exchange Membership - Single Registration

During the year under review, the Company has applied for the single registration for the Membership held on National Stock Exchange of India Limited (NSE) and BsE Limited (BSE), which was granted on March 26, 2018 (SEBI Registration No. : INZ000171635).

RISK MANAGEMENT POLICY

a. Development of Risk Management Policy: In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company reviews the same periodically.

b. Implementation of Risk Management Policy: The Company recognizes that risk is an integral and unavoidable component of business and hence is committed to managing the risk in a proactive and effective manner. The Risk Management Policy approved by the Board has been effectively implemented. The Company’s Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and are managed accordingly. In the opinion of Board, none of the risks which have been identified may threaten the existence of the Company.

c. Identification of Key Risks which may Threaten the Existence of the Company and Risk Mitigation: The common risks faced by the Company include Market Risk, Technology risk, Operational Risk, Reputation Risk, Financial and Accounting Risk Regulatory and Compliance Risk, Human Resource Risk and Business Continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which is reviewed regularly and remedial measures are being undertaken immediately. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per the requirements of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The vigil mechanism is a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking place in the Company for appropriate action or reporting.

The functioning of the vigil mechanism is reviewed by the Audit Committee periodically. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The vigil mechanism (Whistle Blower Policy) may be accessed on the Company’s website “www.blblimited.com”.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of your Company has framed a “Nomination, Remuneration and Evaluation Policy” on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The said policy has been approved by the Board of Directors of your Company.

The detailed “Nomination, Remuneration and Evaluation Policy” is annexed herewith as Annexure-VI and also may be accessed on the website of the company viz. “www.blblimited.com”.

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

The Company always endeavors to create and provide an environment that is free from discrimination, intimidation, abuse and harassment including sexual harassment. It is also believed that, it’s the responsibility of the organization to protect the integrity and dignity of its woman employees. Therefore the Company has “Prevention of Sexual Harassment Policy” in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

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. As per the policy, any woman employee may report her complaint to ICC which is formed for this purpose.

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

Number of complaints pending as on the beginning of the financial year : Nil

Number of complaints filed during the financial year : Nil

Number of complaints pending as on the end of the financial year : Nil

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Companies Act, 2013, the company has prepared Consolidated Financial Statements of the Company and its subsidiary companies for the financial year 2017-18 which form part of the Annual Report.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLE TIME DIRECTOR FROM A COMPANY AND ALSO RECEIVING COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY COMPANY

None of the Whole Time Director were in receipt of commission from the Company or commission / remuneration from its subsidiary companies. Hence, no disclosure pertaining to provisions of Section 197(14) of Companies Act 2013 has been furnished. REPORTING OF FRAUD AS PER SECTION 143(12)

Reporting of fraud is necessary pursuant to Section 143(12) of the Companies Act, 2013. During the Financial Year 2017-18, no such reporting of Fraud has been made by Auditors against the Directors/ officers or employees of the Company.

SEBI COMPLIANCES

Your Company is a SEBI registered trading and clearing member of the National Stock Exchange of India Limited & BSE Limited. Details of designated persons for SEBI compliances are mentioned in Corporate Governance Report.:

PARTICULARS OF EMPLOYEES

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms part of this report as Annexure-VII.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

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

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

(C) Foreign exchange earnings and Outgo-

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

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank Regulators, Stock Exchanges and other Statutory Authorities for their continued support.

For and on behalf of the Board of Directors of

BLB LIMITED

(BRIJ RATTAN BAGRI)

Place : New Delhi CHAIRMAN

Date : 02.08.2018 (DIN: 00007441)

---

Mar 31, 2016

Dear Shareholders,

The Directors take immense pleasure in presenting their Thirty Fifth (35th) Annual Report together with the Standalone and Consolidated Audited Statement of Accounts of BLB Limited ("the Company") for the financial year 2015-2016.

STATE OF COMPANY''S AFFAIRS

Financial year 2015-16, the Indian Stock Market faced tough time due to global headwinds and poor earnings momentum. NIFTY 50 and NIFTY 500, was down 8.86% and 7.54% respectively, in the financial year 2016. The dip was seen across almost all the quarters of the year. The Company is trying to re-position itself in the jobbing and arbitrage segment which is full of challenges. Your Company is also exploring various other segments and sectors for developing new business avenues. The future of the segment in which the Company operates is full of challenges and hence the Company has diversified its business through investment in subsidiary companies. Your Company has made substantial investment in subsidiary companies for undertaking imports, exports, domestic trading in agri commodities.

FINANCIAL PERFORMANCE

The summarized standalone and consolidated results of your Company are given in the table below:

(Rs. In Lacs)

	FINANCIAL YEAR ENDED
	STANDALONE		CONSOLIDATED
	31/03/2016	31/03/2015	31/03/2016	31/03/2015
Profit before Tax for the year Less: Provision for Taxation	75.52	28.36	186.53	214.59
- Current Tax	14.42	8.32	43.26	66.50
- MAT Credit	(14.42)	(5.00)	(14.35)	(4.97)
- Deferred Tax	(7.00)	(49.69)	(11.94)	(45.37)
- Relating to earlier years	6.07	-	11.38	2.97
Profit After Tax	76.45	74.73	158.18	195.46
Add: Balance brought forward from Previous years	6018.55	7335.20	6382.20	7582.02
Add: Additional Depreciation provided as prescribed under Part C of Schedule II to the Companies Act, 2013	-	(25.96)	-	(29.87)
Add: Deferred Tax Assets reversed	(116.17)	(1365.41)	(116.17)	(1365.41)
Surplus available for appropriation	5978.83	6018.56	6424.21	6382.20
Profit/(Loss) carried to Balance Sheet (Accumulated)	5978.83	6018.56	6424.21	6382.20

SUBSIDIARY COMPANY(IES)

The Company has 5 (five) wholly owned subsidiaries, viz. BLB Commodities Limited, BLB Global Business Limited, Sri Sharadamba Properties Limited, Sri Chaturbhuj Properties Limited and Caprise Commodities Limited and 1 (one) step down subsidiary viz. BLB Singapore Ventures Pte. Ltd., as on 31st March, 2016.

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 and separate audited accounts in respect of subsidiaries are available on the website of the Company viz " www.blblimited .com".

During the year under review, BLB Commodities Limited had applied for surrender of membership of NCDEX, MCX, NSEL, etc. However, it continues to hold membership of NCDEX-SPOT.

BLB Singapore Ventures Pte. Ltd., a step down subsidiary, had applied for voluntary winding up with Accounting and Corporate Regulatory Authority, Singapore, which vide its Order dated 04.04.2016 has struck off the Company.

The registered office of Sri Sharadamba Properties Limited was shifted from NCT of Delhi to the State of Haryana w.e.f. 10th April, 2015.

During the year, your Company has floated another wholly owned subsidiary Company by the name M/s Caprise Commodities Limited, for acquisition of membership of commodity exchanges.

HIGHLIGHTS ON THE PERFORMANCE OF SUBSIDIARIES (Amount Rs.In Lacs)

Name of the Subsidiary Company	Total Revenue		Total Expense		Exceptional Items		Profit Before Tax		Tax		Profit After Tax
	2014-15	2015-16	2014-15	2015-16	2014-15	2015-16	2014-15	2015-16	2014-15	2015-16	2014-15	2015-16
BLB Commodities Limited	27379.85	22888.58	27197.28	22835.88	(0.45)	(3.38)	183.02	56.08	61.75	23.53	121.27	32.55
BLB Global Business Limited	6963.70	5286.86	6950.52	5270.89	0.00	0.00	13.18	15.97	3.57	6.68	9.61	9.29
Sri Sharadamba Properties Limited	2.69	1.25	1.84	1.03	0.00	0.00	0.85	0.22	0.55	0.16	0.30	0.06
Sri Chaturbhuj Properties Limited	62.73	1.36	62.47	0.80	0.00	0.00	0.26	0.56	(0.37)	0.18	0.63	0.38
Caprise Commodities Limited	-	2.76	-	2.30	-	0.00	-	0.46	-	(125)	-	1.71
BLB Singapore Ventures Pte. Ltd. (Step down subsidiary)1	46.20	-	22.97	-	-	-	23.23	-	-	-	23.22	-

*Pursuant to the application of BLB Singapore Ventures Pte. Ltd. for voluntary strike off with Accounting and Corporate Regulatory Authority (ACRA), the Company has been struck off w.e.f. 04.04.2016 vide Order dated 04.04.2016 of ACRA, Singapore.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES

Pursuant to Sub-Section (3) of Section 129 of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company''s subsidiaries is set out in the prescribed Form AOC-1 as Annexure-I, which forms part of this Annual Report.

CONTRIBUTION OF SUBSIDIARIES TO THE OVERALL PERFORMANCE OF THE COMPANY

During the period under review, the contribution of each subsidiary to the overall performance of the Company is as follows:

S. No.	NAME OF SUBSIDIARY COMPANY	CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY IN PERCENTAGE*
1.	BLB Commodities Limited	35.41
2.	BLB Global Business Limited	10.73
3.	Sri Chaturbhuj Properties Limited	0.38
4.	Sri Sharadamba Properties Limited	0.15
5.	Caprise Commodities Limited	0.31

CAPITAL

The authorized share capital of your Company as on 31^st March, 2016 stood at Rs. 12,50,00,000/-, comprising of 7,50,00,000 equity shares of Re. 1/- each amounting to Rs. 7,50,00,000/- and 5,00,000 preference shares of Rs. 100/- each amounting to Rs. 5,00,00,000/-.

The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on 31^st March, 2016, stood at Rs.5,28,65,258/-, comprising of 5,28,65,258 Equity shares of Re. 1/- each.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year 2015 -16.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary forms and uploaded the details of unpaid and unclaimed amounts lying with the Company. Details of Unclaimed dividend for the Financial Year 2008-09 shall be transferred by the Company to Investor Education and Protection Fund (IEPF) of the Ministry of Corporate Affairs within its due date.

TRANSFER TO RESERVES

During the Financial Year ended on 31^st March, 2016, your Company has not transferred any amount to the General Reserves.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans and guarantee given, investments made, and securities provided alongwith the purpose of which the loan or guarantee or security was proposed to be utilized by the recipient are provided in Note Nos. 29 and 35 of Standalone Financial Statements enclosed with this Annual Report.

Your Company continued to hold investments in securities details of which have been provided in the Note No. 11 of Standalone Financial Statements enclosed with this Annual Report.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations), a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Chandrasekaran Associates, Practicing Company Secretaries, which forms part of this report as Annexure-II.

The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

Details as required under Schedule V of the Companies Act, 2013 are mentioned in Corporate Governance Report which forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 (''the Act'') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT-9 is annexed as Annexure-III.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In the 33^rd Annual General Meeting held on 24^th September, 2014, M/s. Ram Rattan & Associates, Chartered Accountants, New Delhi (FRN 004472N) had been appointed as Statutory Auditors of the Company for a period of three(3) years subject to ratification at every Annual General Meeting. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting to hold the office from the conclusion of this Annual General Meeting till the conclusion of the Thirty Sixth (36^th) Annual General Meeting of the Company at such remuneration as may be recommended by the Audit Committee and as may be mutually agreed upon between the auditors and the Board of Directors of the Company.

The report of the Statutory Auditors along with Notes on Standalone and Consolidated Financial Statements for the year ended 31/03/2016 is enclosed with the Annual Report. There is no qualification, reservation, adverse remarks or disclaimer in the Auditors'' Report on Standalone and Consolidated Financial Statements.

Further, during the year, the Auditors'' has not reported any fraud u/s 143(12) of the Companies Act, 2013 and rules made there under.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Chandrasekaran Associates, Practicing Company Secretaries, New Delhi have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors for the year ended 31/03/2016 is enclosed as Annexure-IV to this report. The report is self-explanatory and do not call for any further comments. There is no qualification, observations or other remarks in the Secretarial Auditors'' Report.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Your Company continuously invests in strengthening the internal control processes and systems. The internal control process and 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. Procedures to ensure conformance with the policies, processes and standards have been put in place covering all activities.

The processes and financial activities are subjected to independent audits by internal as well as statutory auditors. Implementations of recommendations from various audit reports are regularly monitored by the senior management. The Board of directors of the Company have also appointed an Internal Auditor, M/s. Ramesh Jain & Associates, Chartered Accountants, (FRN : 002889N) to ascertain, inter-alia, their views on the adequacy of internal control systems and keep the board of directors informed of its major observations periodically. Internal and statutory audit reports and findings, including comments by the management, if any, are periodically placed before the Audit Committee of the Board of Directors.

RELATED PARTY TRANSACTIONS

The contracts or arrangements with related parties referred to in sub-section (1) of Section 188 read with Section 2(76) of the Companies Act, 2013 entered into by the Company are in the ordinary course of business and on arm''s length basis. There is no material transaction with related parties during the year as defined under Listing Regulations. Further, as per Companies Act, 2013 and rules made there under, the term “Material Transactions” has not been defined and therefore for the purpose of material transactions as mentioned in the Form AOC-2, the Company has taken the definition from the Regulation 23 of the Listing Regulations and accordingly, no transaction falls as per the requirement.

The prescribed Form AOC-2 is enclosed and forms part of this Report as Annexure-V.

The Company has adopted a Related Party Transaction policy which is also available on the website of the Company viz “www.blblimited.com”. In the policy, the criteria for determining the material transactions has been defined according to which any contract or transaction or arrangement are to be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statement of the Company. In view of the above criteria, there were no material transactions during the year with the related parties.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Brij Rattan Bagri (DIN: 00007441) Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the same for your approval.

During the year, Mr. Rajesh Kumar Damani (DIN: 01405935), Mr. Manas Jain (DIN: 02785654) and Smt. Dhwani Jain (DIN: 06985038) continues to be Independent Directors of the Company. Mr. Vikram Rathi (DIN: 00007325) continues to be the Executive Director of the Company. Mr. Vikash Rawal continues to be the Chief Financial Officer of the Company and Mr. Brij Rattan Bagri, Non-Executive Director of the Company continues to be the Chairman of the Company.

During the year Ms. Arpita Banerjee had resigned w.e.f. 20^th September, 2015 as the Company Secretary and Compliance Officer of the Company and Ms. Swati Sharma was appointed as Company Secretary and Compliance Officer w.e.f. 28^th September, 2015.

Further Ms. Swati Sharma has tendered her resignation as Company Secretary and Compliance Officer of the Company effective from 13^th August, 2016 and Ms. Abha Garg has been appointed as Company Secretary and Compliance officer of the company w.e.f. 17.08.2016.

DETAILS OF BOARD MEETINGS

During the year under review, 6 (Six) Board meetings were held, details of which are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.

COMMITTEES OF BOARD

During the year under review, and as on date the Composition of Committees, i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee; remain unchanged, and the details viz . number of committee meetings, attendance of committee members and other terms of reference are given in the relevant paragraphs of Corporate Governance Report which forms part of this report.

Your Board has accepted all the recommendation(s) made by the Audit Committee during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Rajesh Kumar Damani (DIN: 01405935), Mr. Manas Jain (DIN: 02785654) and Smt. Dhwani Jain (DIN: 06985038) are the Independent Directors on the Board of your Company. In the opinion of the Board and as declared by these Directors, each of them meet the criteria of independence as specified in Regulation 16 of the Listing Regulations and Section 149 (6) of the Companies Act, 2013 and the Rules made there under.

EVALUATION OF BOARD’S PERFORMANCE

The Board has framed a performance evaluation policy which is displayed on the website of the company, i.e. www.blblimited.com, for evaluating its own performance and its Committees, Executive Director, Non-executive Directors including Independent Directors.

Pursuant to the Section 134(3)(p) and Schedule IV of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an evaluation of Independent Directors, the directors individually, as well as the evaluation of the working of its Committees.

Based on the Performance Evaluation carried out by the Board of the Company, the performance of the Board and its Committees and individual Directors of the Company was found satisfactory.

As per Schedule IV to the Companies Act, 2013 and Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held on 12^th February, 2016, where Independent Directors, reviewed the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company.

MATERIAL CHANGES AND COMMITMENT

There is no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

RISK MANAGEMENT POLICY

a. DEVELOPMENT OF RISK MANAGEMENT POLICY: In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company reviews the same periodically.

b. IMPLEMENTATION OF RISK MANAGEMENT POLICY: The Company recognizes that risk is an integral and unavoidable component of business and hence is committed to managing the risk in a proactive and effective manner. The Risk Management Policy approved by the Board has been effectively implemented. The Company''s Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and are managed accordingly.

c. IDENTIFICATION OF KEY RISKS WHICH MAY THREATEN THE EXISTENCE OF THE COMPANY AND RISK MITIGATION: The common risks faced by the Company include Market Risk, Technology risk, Operational Risk, Reputation Risk, Regulatory and Compliance Risk, Human Resource Risk and Business Continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which are reviewed regularly and remedial measures are being undertaken immediately.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per the requirements of Section 177(9) &

(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The vigil mechanism is a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking place in the Company for appropriate action or reporting.

The vigil mechanism (Whistle Blower Policy) may be accessed on the Company''s website “www.blblimited.com”.

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of your Company has framed a “Nomination, Remuneration and Evaluation Policy” on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The said policy has been approved by the Board of Directors of your Company.

The detailed “Nomination, Remuneration and Evaluation Policy” is annexed herewith as Annexure-VI and also may be accessed on the website of the company i.e. “www.blblimited.com”.

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

The Company always endeavours 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, which is placed on the website of the company i.e. www.blblimited.com.

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 2015-16:

Number of complaints pending as on the beginning of the financial year : Nil

Number of complaints filed during the financial year : Nil

Number of complaints pending as on the end of the financial year : Nil

PARTICULARS OF EMPLOYEES

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms part of this report as Annexure-VII.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

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

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

(A) Conservation of energy-
(i) the steps taken or impact on conservation of energy	The Company is a stock broking Company and requires normal consumption of electricity. The Company takes all necessary steps to reduce the consumption of energy. Your Company is not an industry as listed in Schedule to Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipments
(B) Technology absorption-
(i) the efforts made towards technology absorption	The Company is engaged in the Stock Broking Business and accordingly has not absorbed any Technology.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development	No expenditure was incurred on Research and Development.

(C) Foreign exchange earnings and Outgo-

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

Foreign Exchange Earnings & Outgo	Current Year (2015-16)	Previous Year (2014-15)
Inflow	NIL	NIL
Outflow	NIL	NIL

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank Regulators, Stock Exchanges, and other Statutory Authorities for their continued support.

For and on behalf of the Board of Directors of

BLB LIMITED

(BRIJ RATTAN BAGRI)

Place : New Delhi CHAIRMAN

Date : 12th August, 2016 (DIN: 00007441)

---

Mar 31, 2015

Dear Members,

The Directors take immense pleasure in presenting their Thirty Fourth Annual Report together with the Audited Statement of Accounts of BLB Limited ("the Company") and its subsidiaries for the year ended March 31, 2015.

STATE OF COMPANY'S AFFAIRS

Financial Year 2014-15 has been a good year for the Indian Capital Markets and for your Company also which is evident from the comparative financial performance. The Company's trading and investment division has been performing well in tune with the market. The Company is trying to re-establish itself in the jobbing and arbitrage segment which is full of challenges. Your Company is also exploring various other segments and sectors for developing new business avenues. The future of the segment in which the Company operates is full of challenges and hence the Company has diversified its business through investment in subsidiary companies. Your Company has made substantial investment in subsidiary companies for undertaking imports, exports, domestic trading in agri commodities.

FINANCIAL PERFORMANCE

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below.

(Rs.in lacs)

PARTICULARS Financial Yead Ended

Standalone

31/03/2015 31/03/2014

Profit/(loss) before Tax for the year 28.36 (435.10)

Less: Provision for Taxation

Current Tax 8.32 3.44

MAT Credit (5.00) -

Deferred Tax (49.69) (137.42)

Relating to earlier years - (0.03)

Profit/(Loss) After Tax 74.73 (301.09)

Add: Balance brought forward 7335.20 7636.29 from Previous years

Add: Additional Depreciation provided as prescribed under Part C of Schedule II to the (25.96) - Companies Act, 2013

Add: Deferred Tax Assets (1365.41) - reversed

Surplus available for 6018.56 7335.20 appropriation

Less: Appropriations

Dividend on Equity Shares - -

Dividend Distribution Tax - -

Profit/(Loss) carried to 6018.56 7335.20 Balance Sheet (Accumulated)

PARTICULARS Consolidated

31/03/2015 31/03/2014

Profit/(loss) before Tax for 214.59 (280.29) the year

Less: Provision for Taxation

Current Tax 66.50 54.66

MAT Credit (4.97) -

Deferred Tax (45.37) (132.53)

Relating to earlier years 2.97 5.37

Profit/(Loss) After Tax 195.46 (207.79)

Add: Balance brought forward 7582.02 7789.81 from Previous years

Add: Additional Depreciation provided as prescribed under Part C of Schedule II to the (29.87) - Companies Act, 2013

Add: Deferred Tax Assets (1365.41) - reversed

Surplus available for 6382.20 7582.02 appropriation

Less: Appropriations

Dividend on Equity Shares - -

Dividend Distribution Tax - -

Profit/(Loss) carried to 6382.20 7582.02 Balance Sheet (Accumulated)

'previous year figures have been regrouped/rearranged wherever necessary.

(Amount Rs. in lacs)

Name of the Total Revenue Total Expense Subsidiary Company 2013-14 2014-15 2013-14 2014-15

BLB Commodities 21472.93 27379.85 21347.23 27197.28 Limited

BLB Global 3594.76 6963.70 3561.68 6950.52 Business Limited

BLB Singapore - 46.20 14.47 22.97 Ventures Pte. Ltd.

Sri Sharadamba 4.01 2.69 1.55 1.84 Properties Limited

Sri Chaturbhuj 3.14 62.73 0.47 62.47 Properties Limited

Name of the ProfitBefore Tax & Exceptional Subsidiary Tax Items Company 2013-14 2014-15 2013-14 2014-15

BLB Commodities 125.70 182.57 44.60 61.29 Limited

BLB Global 33.09 13.18 13.93 3.57 Business Limited

BLB Singapore -14.47 23.23 1.75 - Ventures Pte. Ltd.

Sri Sharadamba 2.46 0.86 0.53 0.55 Properties Limited

Sri Chaturbhuj 2.67 0.27 0.55 -0.37 Properties Limited

Name of the Subsidiary Company Profit After Tax

2013-14 2014-15

BLB Commodities 82.10 121.28 Limited

BLB Global 19.15 9.60 Business Limited

BLB Singapore -16.22 23.22 Ventures Pte. Ltd.

Sri Sharadamba 1.93 0.31 Properties Limited

Sri Chaturbhuj 2.12 0.64 Properties Limited

SUMMARY OF OPERATIONS

During the year, the net revenue from operations of your Company on standalone basis increased from Rs. 127.63 Crores in FY 2013-14 to Rs. 297.92 Crores in FY 2014-15. For FY 2014-2015, your Company's profit after tax stood at Rs. 74.73 lacs as compared to loss of Rs. 301.09 lacs in the previous year.

The Consolidated net profit after tax of the Company stood at Rs. 195.46 lacs in FY 2014-2015 as compared to a net loss of Rs. 207.79 lacs in FY 2013-14.

The revenue from operations of the Company on consolidated basis also increased from Rs. 344.19 Crores in FY 2013-14 to Rs. 581.48 Crores in FY 2014-15.

TRANSFER TO RESERVES

During the Financial Year ended on 31st March, 2015, your Company has not transferred any amount to the General Reserves.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year 2014 -15.

CAPITAL

The Issued, Subscribed and Paid-up Share Capital of your Company as on 31st March, 2015, stood at Rs.5,28,65,258/-, comprising of 5,28,65,258 Equity shares of Re.1 each.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is Annexed as Annexure A.

DETAILS OF BOARD MEETINGS

During the year under review, 5 (five) Board meetings were held, details of which are given in the relevant paragraphs of Corporate Governance Report.

COMMITTEES OF BOARD

The composition of the Committees of the Board of Directors are as under and other details have been provided in the respective paragraphs of Corporate Governance Report.-

a. Audit Committee

Sl. No. Name Chairman/ Member

1 Sh. Rajesh Kumar Damani Chairman

2 Sh. Brij Rattan Bagri Member

3 Sh. Manas Jain Member

b. Nomination & Remuneration Committee

Sl. No. Name Chairman/ Member

1 Sh. Rajesh Kumar Damani Chairman

2 Sh. Keshav Chand Jain Member

3 Sh. Manas Jain Member

c. Stakeholders' Relationship Committee

Sl. No. Name Chairman/ Member

1 Sh. Rajesh Kumar Damani Chairman

2 Sh. Vikram Rathi Member

3 Sh. Manas Jain Member

d. Investment Committee

Sl. No. Name Chairman/ Member

1 Sh. Brij Rattan Bagri Chairman

2 Sh. Vikram Rathi Member

3 Sh. Manas Jain Member

e. Committee of Directors

Sl. No. Name Chairman/ Member

1 Sh. Brij Rattan Bagri Chairman

2 Sh. Vikram Rathi Member

3 Sh. Keshav Chand Jain Member

STATUTORY AUDITORS. THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In the last Annual General Meeting held on 24th September, 2014, M/s. Ram Rattan & Associates, Chartered Accountants, New Delhi (FRN 004472N) had been appointed Statutory Auditors of the Company for a period of three years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting to hold the office from the conclusion of this Annual General Meeting till the conclusion of the Thirty Fifth Annual General Meeting of the Company at such remuneration as may be fixed by the Board of Directors of the Company on the recommendation of the Audit Committee and as may be mutually agreed upon between the auditors and the Board of Directors of the Company.

Further, the report of the Statutory Auditors alongwith Notes on Financial Statements is enclosed with this Report. There is no qualification, observation, adverse remarks or disclaimer in the Auditors' Report.

LOANS. GUARANTEES OR INVESTMENTS

During the year under review, your Company has given loans/inter-corporate deposits to and guarantees on behalf of its Wholly-Owned Subsidiaries pursuant to the provisions of Section 186 of the Companies Act, 2013, details of which have been provided in the Note Nos. 29, 32 and 35 on Financial Statements.

Your Company continued to hold investments in securities details of which have been provided in the Notes on Financial Statements.

SUBSIDIARY COMPANIES

The Company has 4 (four) wholly owned subsidiaries, BLB Commodities Limited, BLB Global Business Limited, Sri Sharadamba Properties Limited and Sri Chaturbhuj Properties Limited and one wholly owned Step down subsidiary BLB Singapore Ventures Pte. Ltd., as on 31st March, 2015.

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 and separate audited accounts in respect of subsidiaries are available on the website of the Company viz "www.blblimited.com".

During the year the wholly owned step down subsidiary BLB Singapore Pte. Ltd. has applied for voluntary strike off. Further, the registered office of Sri Sharadamba Properties Limited was shifted from Delhi to the State of Haryana w.e.f. 1st April, 2015.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES

Pursuant to Sub-Section (3) of Section 129 of the Companies Act, 2013 a statement containing the salient features of the financial statements of the Company's subsidiaries is set out in the prescribed Form AOC-1 which forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

The contracts or arrangements with related parties referred to in sub-section (1) of Section 188 read with Section 2(76) of the Companies Act, 2013 entered into by the Company are in the ordinary course of business and at arm's length basis. The Company has entered with Related Party Transactions which are at Arms' length basis, however, there is no material transaction with Related Parties during the year as defined under Listing Agreement. Further, as per Companies Act, 2013 and rules made there under, the term "Material Transactions" has not been defined and therefore for the purpose of material transactions as mentioned in the form AOC-2, the company has taken the definition from the Clause 49 of the Listing Agreement and accordingly, the details as required in the Form AOC-2 is not applicable on the Company.

During the financial year, there was no related party transactions that may have potential conflict with the interest of the Company at large.

The Company has adopted a related party transaction policy which is also available on the website of the Company viz "www.blblimited.com". In the policy, the criteria for determining the material contracts has been defined according to which any contract or transaction or arrangement are to be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statement of the Company. In view of the above criteria, there were no material transactions with related parties during the year which were not in the normal course of business as well as not on arm's length basis.

RISK MANAGEMENT POLICY

a. Development of Risk Management Policy: In terms of the requirement of the Companies Act, 2013 and the Listing agreement, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

b. Implementation of Risk Management Policy: The Company recognizes that risk is an integral and unavoidable component of business and hence is committed to managing the risk in a proactive and effective manner. The Risk Management Policy approved by the Board has been effectively implemented. The Company's Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and manages the associated risks.

c. Identification of key risks which may threaten the existence of the Company and risk mitigation: The common risks faced by the Company include Market Risk, Technology risk, Operational Risk, Reputation Risk, Regulatory and Compliance Risk, Human Resource Risk and Business Continuity Risk. BLB has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which are reviewed regularly and remedial measures are being undertaken immediately.

VIGIL MECHANISM

Your Company has established a vigil mechanism (Whistle Blower Policy) as per the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The vigil mechanism is a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking place in the Company for appropriate action or reporting. The mechanism covers malpractices and events which have taken place/ suspected to take place involving criminal activities, fraud, forgery, defalcation, bribery or corruption, breach of contract, manipulation of company data/records, unethical behavior, etc. The Audit Committee shall oversee the vigil mechanism and the directors and employees shall have direct access to the Chairperson of the Audit Committee.

The vigil mechanism envisages that adequate safeguards against victimisation of complainants shall be provided by the Company. The Company shall also take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.

The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

The vigil mechanism (Whistle Blower Policy) may be accessed on the Company's website "www.blblimited.com."

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Rajesh Kumar Damani, Mr. Manas Jain and Smt. Dhwani Jain are the independent Directors on the Board of your Company. In the opinion of the Board and as declared by these Directors, each of them meet the criteria of independence as specified in Clause 49 of the Listing Agreement and Section 149 of the Companies Act, 2013 and the Rules made thereunder.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION

Your Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management and has devised a robust Policy for the same. 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 to the Board.

The Nomination and Remuneration Committee of the Board reviews the structure, size and composition (including the skills, knowledge and experience) of the Director's, Key Managerial Personnel's and Senior Management at least annually and makes recommendations on any proposed changes to the Director's, Key Managerial Personnel's and Senior Management to complement the Company's corporate strategy, with the objective to diversify the Board and Management of the Company. The Committee also makes recommendations to the Board on the remuneration, if any, payable to the Directors/ Key Managerial Personnel's/Senior Officials so appointed/re-appointed 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 also ensures that the level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

The Nomination and Remuneration Committee while recommending a candidate for appointment to the Board and fixing their remuneration has regard to the qualifications, positive attributes, skills, industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board. The Committee also analyzes 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. Further, while recommending the appointment of Independent Directors to the Board, the Committee determines the independence of the Director based on the declaration given by the Director and information available with the Board.

The detailed Policy on the Nomination and Remuneration of the Directors, Key Managerial Personnel and Senior Management is annexed herewith as Annexure B.

MATERIAL CHANGES AND COMMITMENT

Your Company has proposed for voluntary delisting of its securities from BSE Limited (BSE). Further, the securities of the Company shall continue to be listed on a stock exchange having nationwide trading terminals viz the National Stock Exchange of India Limited ('NSE').

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Your Company continuously invests in strengthening the internal control processes and systems. The internal control process and 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. Procedures to ensure conformance with the policies, processes and standards have been put in place covering all activities.

The processes and financial activities are subjected to independent audits by internal as well as statutory auditors. Implementation of recommendations from various audit reports are regularly monitored by the senior management. The Board of directors of the Company has also appointed an Internal Auditor, M/s. Ramesh Jain & Associates, Chartered Accountants, (FRN : 002889N) to ascertain, interalia, their views on the adequacy of internal control systems and keep the board of directors informed of its major observations periodically. Internal and statutory audit reports and findings, including comments by the management, if any, are periodically placed before the Audit Committee of the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Keshav Chand Jain (DIN: 00007539) Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the same for your approval.

During the year, Mr. Rajesh Kumar Damani (DIN: 01405935), Mr. Manas Jain (DIN: 02785654) and Smt. Dhwani Jain (DIN: 06985038) have been appointed as Independent Directors for a term of five years from the date of appointment as Independent Director on the Board of the Company. Further, one of the Executive Directors of the Company, Mr. Satish Kumar Sharma (DIN: 00008124), had resigned from the directorship of the Company with effect from 13th August, 2014. However, Mr. Vikram Rathi (DIN: 00007325) continues to be the Executive Director of the Company. Further, Mr. Vikash Rawal continues to be the Chief Financial Officer of the Company. Further, Mr. Brij Rattan Bagri, Non-Executive Director of the Company continues to be the Chairman of the Company.

Pursuant to Section 161(1) of the Companies Act, 2013, Smt. Dhwani Jain (DIN: 06985038), who was appointed as an additional director in the category of Woman Independent Director on 20th October, 2014, holds office only upto the date of the forthcoming Annual General Meeting of the Company and is eligible for appointment as a Director. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member, along with a deposit of Rs. 1,00,000/- proposing the candidature of Dhwani Jain for the office of Independent Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013.

The Board recommends her appointment and accordingly resolutions seeking approval of the members for her appointment have been included in the Notice of forthcoming Annual General Meeting of the Company along with her brief profile.

Also, Ms. Vasudha Thakur has resigned w.e.f. 4th August, 2014 as the Company Secretary of the Company and Ms. Arpita Banerjee has been appointed in her place w.e.f 20th October, 2014.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

The Board has framed a performance evaluation policy for evaluating the performance of the Board, Chairman, Executive Director, Non-executive Directors, Individual directors and the Committees. Based on the same the performance evaluation was carried out for the financial year ended 31st March, 2015.

The Performance evaluation of independent directors were carried on by the Executive/Non-executive and other Independent Directors based on the following guidelines:

* Compliance with ethical standards & code of conduct of Company

* Compliance with the Articles of Association, Companies Act and other laws

* Attendance & presence in meetings of Board & committees

* Attendance & presence in General meetings

* Leadership qualities, qualification, etc.

* Reporting of frauds, violation, etc.

* Safeguarding of stakeholders' interests

* Objective evaluation of Board's performance, etc.

The Performance evaluation of the Non-independent/Executive Directors and the Chairman of the Board and individual directors was conducted through a separate meeting of the Independent Directors held on 27th March, 2015 based on the following guidelines:

* Compliance with the Articles of Association, Companies Act and other laws

* Strategic planning - financial & business

* Monitoring performance against plans

* Compliance with ethical standards & code of conduct

* Leadership skills

* Attendance & presence in meetings of Board & committees

* Attendance & presence in General meetings

* Motivating employees, providing assistance & directions, etc.

The Performance evaluation of the Committees of the Board were carried on based on the following guidelines:

* Compliance with the Articles of Association, Companies Act and other laws

* Compliance with its charter documents

* Compliance with ethical standards & code of conduct

* Redressal of Complaints & grievances

* Co-ordination with other Committees and Board of Directors

* Fulfillment of roles & responsibilities

* Adherence to Company's policies and internal procedures

Based on the Performance Evaluation carried out by the Board and Independent Directors of the Company, the performance of the Board and Committee thereof and each and every Director of the Company was found satisfactory vis-a-vis peers as well as the industry.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary forms and uploaded the details of unpaid and unclaimed amounts lying with the Company. Unclaimed dividend for the Financial Year 2007-08 amounting to Rs. 7.07 lacs has been transferred by the Company to Investor Education and Protection Fund (IEPF) of the Ministry of Corporate Affairs.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Chandrasekaran Associates, Secretarial Auditors of the Company, which forms part of this report.

The Management 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 which forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

The information 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 in respect of employees of the Company forms part of this report as Annexure C. During the financial year, there was no employee who was in receipt of remuneration which requires disclosure in the Board's Report under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Chandrasekaran Associates, New Delhi have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure D to this report. The report is self-explanatory and do not call for any further comments. There is no qualification, observations or adverse remarks or disclaimer in the Secretarial Auditors' Report.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

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

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

(A) Conservation of energy-

(i) the steps taken or impact on The Company is a stock broking conservation of energy Company and requires normal consumption of electricity. (ii) the steps taken by the company The Company takes all for utilising necessary steps to reduce the alternate sources of energy consumption of energy. Your Company is not an industry as listed in Schedule to Rule 2 of the Companies (iii) the capital investment on (Disclosure of Particulars in energy Conservation equipments the Report of Board of Directors) Rule, 1988.

(B) Technology absorption-

(i) the efforts made towards The Company is engaged in the technology absorption Stock Broking Business and accordingly has not absorbed (ii) the benefits derived like any Technology. product improvement, cost reduction, product development or import substitution

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported; (b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development NO expenditure was incurred on Research and Development.

(C) Foreign exchange earnings and Outgo-

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

Foreign Exchange Current Year Previous Year Earnings & Outgo (2014-15) (2013-14)

Inflow NIL NIL

Outflow NIL NIL

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

The Company always endeavours 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 pending as on the year : Nil beginning of the financial

Number of complaints filed during : Nil the financial year

Number of complaints pending as on : Nil the end of the financial year

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support. Your Directors also thank Regulators, Stock Exchanges, and other Statutory Authorities for their continued support.

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

Place : New Delhi (BRIJ RATTAN BAGRI) Date : 10th August, 2015 CHAIRMAN (DIN: 00007441)

---

Mar 31, 2014

Dear Shareholders,

The Directors take immense pleasure in presenting their Thirty Third Directors'' Report together with the Audited Financial Accounts for the Financial Year ended on 31st March, 2014.

FINANCIAL PERFORMANCE

(Rs. in lacs) Particulars Year Ended March 31, 2014 March 31, 2013

Profit/(Loss) before tax (435.10) (406.22)

Less: Provision for Taxation

– Current Tax 3.44 6.92

– Deferred Tax (137.42) (136.28)

– Relating to earlier years (0.03) 0.00

Profit/(Loss) after tax (301.09) (276.86)

Add: Balance brought forward from last year 7636.29 7975.00

Surplus available for appropriation 7335.20 7698.14

Less: Appropriations

– Dividend on Equity Shares - 52.87

– Dividend Distribution Tax - 8.98

Surplus carried to Balance Sheet 7335.20 7636.29

During the year under review, your Company has incurred Loss after Tax of Rs. 301.09 Lacs as against Loss after Tax of Rs. 276.86 Lacs incurred during Financial Year 2012-13.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year 2013-14.

TRANSFER TO RESERVES IN TERMS OF SECTION 217(1)(b) OF THE COMPANIES ACT, 1956

For the Financial year ended on 31st March, 2014, the Company has not transferred any amount in the General Reserves.

PUBLIC DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 during the year under review and as such no amount of Principal or Interest was outstanding as on the Balance sheet date.

SUBSIDIARY COMPANIES

The following may be read in conjunction with the Consolidated Financial Statements of the Company enclosed with the Annual report prepared in accordance with Accounting Standard-21 (AS-21) including the financial results of its subsidiary companies. In view of the general exemption granted by the Ministry of Corporate Affairs vide General circular No. 2/2011 dated 8th February, 2011 the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with your Company''s Annual Accounts. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and at the respective registered office(s) of subsidiary companies.

DISCLOSURES

During the year under review, the Registered Office of the Company has been shifted from 3rd Floor, ECE House, Annexe II, 28A, Kasturba Gandhi Marg, New Delhi-110001 to Plot No 1328, Sector-28, Near HUDA Market, Faridabad-121002, Haryana w.e.f. 1st October, 2013.

Unclaimed dividend for the Financial Year 2005-2006 amounting to Rs. 3.14 Lacs and 2006-2007 amounting to Rs. 3.11 Lacs has been transferred to the Investor Education and Protection Fund (IEPF) constituted by the Central Government within the stipulated time.

Your Company has re-activated the Trading and Clearing Membership of Capital Market and Currency Derivative Segment of BSE Limited and also obtained the Trading and Clearing Membership of F&O and Cash Segment of MCX Stock Exchange Limited.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Ram Rattan & Associates, Statutory Auditors of the Company, which forms part of this report.

The Management 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 which forms part of the Annual Report.

LISTING OF SHARES, PAYMENT OF LISTING FEES

The Company''s Equity Shares are presently listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fees for the Financial Year 2014-15 to both the exchanges where the shares are listed.

Your Company is also planning to delist the equity shares of the Company from BSE Limited as the Equity Shares of the Company are also listed at National Stock Exchange of India Limited (NSE) having nation wide terminal presence.

DIRECTORS

Sh. Satish Kumar Sharma (DIN: 00008124), Executive Director of the Company has tendered his resignation with effect from 13th August, 2014 from the Directorship of the Company. The Board placed an appreciation for his long and fruitful association with the Company.

Section 149 of the Companies Act, 2013 (effective w.e.f 1st April, 2014) provides that Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and he shall be eligible for the re-appointment on passing a special resolution by the shareholders of the Company. It also states that the provisions of the retirement of rotation as defined in Section 152(6) & (7) of the Act shall not apply to such Independent Directors.

Our Non-Executive Independent Directors, Sh. Rajesh Kumar Damani (DIN: 01405935) and Sh. Manas Jain (DIN: 02785654) were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors has been advised that Non-Executive Independent Directors so appointed shall be re-appointed for a term of 5 years who shall be eligible for re-appointment by the shareholders of the Company and shall not be liable to retire by rotation in terms of Section 149 of the Companies Act, 2013.

Sh. Brij Rattan Bagri and Sh. Vikram Rathi, Directors of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offeres themselves for re-appointment. Your Directors recommends their re-appointment for your approval.

Further, none of the Directors are disqualified for being appointed as a Director of the Company in terms of section 184 of the Companies Act, 2013.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to the Directors Responsibility Statement, your Director''s confirm:

(i) That in the preparation of the annual accounts for the financial year ended March 31,2014 the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the profit of the Company for the Financial Year under review;

(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 preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts for the Financial Year ended on 31st March, 2014 on a going concern basis.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing salary beyond the limit as specified under Section 217 (2A) of Companies Act, 1956.

AUDITORS'' REPORT

The Auditors'' Report to the shareholder does not contain any reservation, qualification or adverse remark.

AUDITORS

The Auditors, M/s. Ram Rattan & Associates, Chartered Accountants, New Delhi (FRN 004472N) retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be in accordance with the Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment. Your Board recommends their re-appointment for your approval.

M/s. Ram Rattan & Associates, Chartered Accountants having (FRN: 004472N), New Delhi were appointed Statutory Auditors upto the conclusion of the 36th Annual General Meeting of the Company under the provisions of Section 139 of the Companies Act, 2013. They being eligible for re-appointment have consented to act as Statutory Auditors of the Company, if re-appointed. The necessary written consent and the Certificate pursuant to the provisions of Section 139(1) of the Companies Act, 2013, have been received from M/s. Ram Rattan & Associates, Chartered Accountants. Your Directors recommend re-appointment of M/s. Ram Rattan & Associates, Chartered Accountants, as the Statutory Auditors of the Company for your approval.

The Board has recommended the appoinment of Statutory Auditors for period of three years, i.e. from the conclusion of 33rd AGM till the conclusion of 36th AGM subject to ratification of there appointment at every AGM.

SECRETARIAL AUDIT

To ensure compliance with the provisions of Companies Act, various corporate laws, regulations, guidelines issued by the Securities and Exchange Board of India & the Stock Exchanges and keeping with the high standards of corporate governance, the Board of Directors has appointed M/s. Chandrasekaran Associates, New Delhi as a Secretarial Auditors of the Company.

INTERNAL AUDIT

M/s. Ramesh Jain & Associates, Chartered Accountants were the Internal Auditors of the Company for the Financial Year 2013-14. The Board of Directors has re-appointed of M/s. Ramesh Jain & Associates as Internal Auditors of the Company for the Financial Year 2014-15.

DISCLOSURES UNDER SECTION 217(1)(e) OF THE COMPANIES ACT,1956

In terms of section 217(1)(e) read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 your Directors furnish the information as below:

Conservation of Energy: The Company is a stock broking Company and has taken necessary energy conservation measures to the extent possible.

Technology Absorption: The Company is engaged in the Stock Broking Business and accordingly has not absorbed any Technology.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere thanks to various Statutory Authorities, Stock Exchanges, Bankers, Employees etc for their co-operation. The Board is also thankful to the Shareholders for their co-operation and the confidence they reposed in the management of the Company.

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

Place:New Delhi (Brij Rattan Bagri) Date : 13th August, 2014 Chairman (DIN: 00007441)

---

Mar 31, 2013

Dear Shareholders,

The Directors take immense pleasure in presenting their Thirty Second Directors'' Report together with the Audited Accounts for the Financial Year ended on 31st March, 2013.

FINANCIAL PERFORMANCE

For the Financial Year ended on 31st March, 2013

(Rs.in lacs) Particulars Year Ended Year Ended March 31, 2013 March 31, 2012

Profit/(Loss) before tax (406.22) (692.89)

Less: Provision for Taxation

– Current Tax 6.92 1.00

– Deferred Tax (136.28) (219.73)

– Relating to earlier years 0.00 (5.82)

Profit/(Loss) after tax (276.86) (468.34)

Add: Balance brought forward from last year 7975.00 8504.79

Surplus available for appropriation 7698.14 8036.45

Less: Appropriations

– Dividend on Equity Shares

- Proposed 52.87 52.87

- Interim

- Dividend Distribution Tax 8.98 8.58

– Transfer to General Reserve – –

Surplus carried to Balance Sheet 7636.29 7975.00

During the year under review, your Company has incurred Loss after Tax of Rs. 276.86 Lacs as against Loss after Tax Rs. 468.34 Lacs incurred during Financial Year 2011-12.

DIVIDEND

Your Directors recommend a dividend of Re. 0.10 (i.e. 10%) on the equity shares of Re. 1/- each fully paid-up from the accumulated profits of the Company, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

RESERVES

During the year under review, your Company has not transferred any sum to General Reserves.

MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management 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 which forms part of the Annual Report.

SUBSIDIARY COMPANIES

The following may be read in conjunction with the Consolidated Financial Statements of the Company enclosed with the Annual Report prepared in accordance with Accounting Standard-21 (AS-21). In view of the general exemption granted by the Ministry of Corporate Affairs vide General Circular No. 2/2011 dated 8th February, 2011 the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with your Company''s Annual Accounts. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective registered offices of subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

During the year under review, M/s BLB Institute of Financial Markets Limited, a Subsidiary Company has decided to amalgamate with M/s BLB Global Business Limited. The said Scheme of Amalgamation is under consideration with the Hon''ble High Court of Delhi, the appointed date for amalgamation is 01st April, 2012.

PUBLIC DEPOSITS

Your Company has not accepted any Public Deposits during the year under review.

DISCLOSURES

During the year under review, your Company had downsized its jobbing and arbitrage business significantly due to lack of business opportunities in order to safeguard itself from the potential losses.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Ram Rattan & Associates, Statutory Auditors of the Company, which forms part of this report.

LISTING OF SHARES, PAYMENT OF LISTING FEES

The Company''s Equity Shares are presently listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fees for the Financial Year 2013-14 to both the exchanges where the shares are listed.

DIRECTORS

Shri Keshav Chand Jain and Shri Rajesh Kumar Damani, Non-Executive Independent Directors of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment for your approval.

The tenure of Sh. Vikram Rathi, as Executive Director will expire on 29.01.2014. Sh. Vikram Rathi is having extensive and rich experience in the field of Capital and Commodity Market. The Remuneration-cum-Selection Committee as well as the Board of Directors recommended his re-appointment as an Executive Director of the Company for a further period of three years.

Further, none of the Directors are disqualified for being appointed as a Director of the Company in terms of section 274(1)(g) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing salary beyond the limit as specified under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

- In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review;

- The Directors have taken proper and sufficient care of 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 prevention and detecting fraud and other irregularities;

- The Directors have prepared the accounts for the year ended 31st March, 2013 on a going concern basis.

AUDITORS

The Auditors, M/s. Ram Rattan & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be in accordance with the Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. Your Board recommends their re-appointment for your approval.

AUDITORS'' REPORT

The Auditors'' Report to the shareholders does not contain any reservation, qualification or adverse remark.

SECRETARIAL AUDIT

In order to strengthen the internal audit of the secretarial department of your Company, a comprehensive audit is being conducted by M/s. Chandrasekaran Associates, Company Secretaries, New Delhi at specified intervals.

DISCLOSURES UNDER SECTION 217(1)(e) OF THE COMPANIES ACT,1956

In terms of section 217(1)(e) read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 your Directors furnish the information as below:

Conservation of Energy: The Company is a stock broking Company and has taken necessary energy conservation measures to the extent applicable. Technology Absorption: The Company is engaged in the Stock Broking Business and accordingly has not absorbed any Technology.

Activities relating to exports, initiatives taken to increase The Company is not engaged in Export Activities. exports, development of new export markets for products and services and export plans.

Foreign Exchange Earnings And Outgo Current Year Previous Year

Out flow: NIL NIL

Inflow: NIL NIL

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere thanks to various Bodies and Statutory Authorities, Bankers etc for their co- operation. The Board is also thankful to the Shareholders for their co-operation and the confidence they reposed in the management.

For and on behalf of the Board of Directors of

BLB Limited

Place: New Delhi (Brij Rattan Bagri)

Date : 30th May, 2013 Chairman

---

Mar 31, 2012

The Directors take immense pleasure in presenting their Thirty First Directors' Report together with the Audited Accounts for the Financial Year ended on 31st March, 2012.

FINANCIAL PERFORMANCE

For the Financial Year Ended on 31st March, 2012 (Rs.in lacs)

Particulars Year Ended Year Ended March 31, 2012 March 31, 2011

Profit/(Loss) before tax (692.89) (3121.32) Less: Provision for Taxation

— Current Tax 1.00 3.70

— Deferred Tax (219.73) (1271.80)

— Relating to earlier years (5.82) —

Profit/(Loss) after tax (468.34) (1853.22)

Add: Balance brought forward from last year 8504.79 10419.66

Surplus available for appropriation 8036.45 8566.43

Less: Appropriations

— Dividend on Equity Shares

— Proposed 52.87 52.87

— Interim — —

— Dividend Distribution Tax 8.58 8.78

— Transfer to General Reserve — —

Surplus carried to Balance Sheet 7975.00 8504.79

During the year under review, your Company has incurred Loss After Tax of Rs. 468.34 Lacs as against Rs. 1853.22 Lacs incurred during Financial Year 2010-2011.

DIVIDEND

Your Directors recommend a dividend of Rs. 0.10 (i.e. 10%) on the equity shares of Rs. 1/- each fully paid-up from the accumulated profits of the Company, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

RESERVES

During the year under review, your Company has not transferred any sum to General Reserves.

MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management 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 which forms part of the Annual Report.

SUBSIDIARY COMPANIES

The following may be read in conjunction with the Consolidated Financial Statements enclosed with the Accounts, prepared in accordance with Accounting Standard 21 (AS-21). In view of the general exemption granted by the Ministry of Corporate Affairs vide the General Circular No. 2/2011 dated 8th February, 2011 and resolution passed by the Board of Directors in its Meeting held on 27.08.2012, the required reports and accounts of Subsidiary Companies are not required to be attached to your Company's Accounts. However a statement, in terms of Section 212 of the Companies Act, 1956 and as mentioned in above said Circular, is attached with the Annual Accounts of your Company.

Shareholders desirous of obtaining the report and accounts of your Company's Subsidiaries may obtain the same upon request to the Company. The report and accounts of the subsidiary companies will be kept for inspection at your Company's Registered Office and those of the subsidiary companies. Further, the same will also be available at the “Investor Relations" section of your Company's website, www.blblimited.com in a downloadable format.

During the year under review, the name of your Subsidiary Company BLB Commodities Private Limited has been changed to BLB Commodities Limited pursuant to conversion of the Company from Private Limited to Public Limited and has expanded its business operations by undertaking Export and Import of Agri Commodities in the international market. It has also acquired the Membership of NCDEX Spot Exchange.

Your Company has also incorporated one Wholly Owned Subsidiary Company (WOS) in the name of BLB Global Business Limited (BGBL) to carry on the Export and Import business of Agri Commodities. Further, your WOS BGBL has incorporated Wholly Owned Subsidiary companies in Dubai and Singapore to undertake physical commodities business in the international market.

PUBLIC DEPOSITS

Your Company has not accepted any Public Deposits during the year under review.

DISCLOSURES

During the year under review, your Company had downsized its jobbing and arbitrage business significantly due to lack of business opportunities in order to safeguard itself from the potential losses.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Ram Rattan & Associates, Statutory Auditors of the Company, which forms part of this report.

LISTING OF SHARES. PAYMENT OF LISTING FEES

The Company's Equity Shares are presently listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fees for the Financial Year 2012-13 to both the exchanges where the shares are listed.

DIRECTORS

As per the provisions of Companies Act, 1956 and Article 89 of the Article of Association of the Company, Sh. Brij Rattan Bagri, Non-Executive Director and Sh. Manas Jain, Non-Executive Independent Director of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offered themselves for re-appointment. As stipulated in terms of Clause 49 of Listing Agreement, the brief resume of Sh. Brij Rattan Bagri and Sh. Manas Jain, is provided in the Notice of the 31st Annual General Meeting of the Company. Your Directors recommend their re-appointment for your approval.

The tenure of Mr. Satish Kumar Sharma, Executive Director is going to be expire on 30.09.2012. The Board of Directors recommended his re-appointment as an Executive Director of the Company for a further period of three years.

The Company had obtained the approval from the Central Government for payment of commission to Mr. Brij Rattan Bagri, Non Executive-Chairman of the Company as per your approval granted on 28th September, 2007 at the Annual General Meeting for a period of five years since 01st April, 2007(FY 2007-2008). The approval was till the Financial Year 2011-2012. The Board has decided to seek the fresh approval for payment of commission to Mr. Brij Rattan Bagri, Non Executive-Chairman of the Company subject to the approval of shareholders for a further period of five years.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing salary beyond the limit as specified under Section 217 (2A) of Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

- In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review;

- The Directors have taken proper and sufficient care of 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 prevention and detecting fraud and other irregularities;

- The Directors have prepared the accounts for the year ended 31st March, 2012 on a going concern basis.

AUDITORS

The Auditors, M/s. Ram Rattan & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act. Your Board recommends their re-appointment for your approval.

AUDITORS' REPORT

The Auditors' Report to the shareholder does not contain any reservation, qualification or adverse remark.

SECRETARIAL AUDIT

In order to strengthen the internal audit of the secretarial department of your Company, a comprehensive audit is being conducted by M/s. Chandrasekaran Associates, Company Secretaries, New Delhi at specified intervals. The recommendations made by the Secretarial Auditors are implemented in order to improve the processes in the Secretarial Department.

DISCLOSURES UNDER SECTION 217(1)(e) OF THE COMPANIES ACT.1956

In terms of section 217(1)(e) read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 your Directors furnish the information as below:

Conservation of Energy: The Company is a Stock Broking Company and has taken necessary energy conservation measures to the extent applicable.

Technology Absorption: The Company is engaged in the Stock Broking Business and accordingly has not absorbed any Technology.

Activities relating to exports. initiatives taken to increase The Company is not engaged in Export Activities. exports. development of new export markets for products and services and export plans.

Foreign Exchange Earnings And Outgo Current Year Previous Year

Outflow: NIL NIL

Inflow: NIL NIL

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere thanks to various Bodies and Statutory Authorities, Bankers etc for their co- operation. The Board is also thankful to the Shareholders for their co-operation and the confidence they reposed in the management.

For and on behalf of the Board of Directors of

BLB Limited

Place : New Delhi (Brij Rattan Bagri)

Date : 27th August. 2012 Chairman

---

Mar 31, 2010

The Directors take immense pleasure in presenting their Twenty Ninth Directors Report together with the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL PERFORMANCE

For the financial year ended 31st March, 2010 (Rs. in lacs)

Particulars Year Ended Year Ended

March 31, 2010 March 31, 2009

Profit/(Loss) before tax 3724.77 (1409.20)

Less: Provision for Taxation

- Current Tax 887.00 1.21

- Fringe Benefit Tax - 10.25

- Deferred Tax 452.54 (339.75)

- Relating to earlier years 25.63 (2.88)

Profit/(Loss) after tax 2359.60 (1078.03)

Add: Balance brought forward from last year 8683.76 9973.64



Surplus available for appropriation 11043.36 8895.61

Less: Appropriations

Dividend on Equity Shares

Proposed - 52.87

Interim 105.73 -

Dividend Distribution Tax 17.97 8.98

Transfer to General Reserve 500.00 150.00



Surplus carried to Balance Sheet 10419.66 8683.76



With the recovery of the market in the year 2009-10 most sectors revived after the tragic fall in the capital market in the year 2008-2009. During the year under review, Company has earned a Profit after Tax of Rs. 2359.60 lacs as against Loss after Tax of Rs. 1078.03 lacs during the previous financial year.

DIVIDEND

During the year under review the Directors declared Interim Dividend of Re. 0.20 (i.e. 20%) on the equity shares of Re. 1/- each fully paid up for the financial year 2009-10 which was paid on 29th March, 2010.

RESERVES

During the year under review Company has transferred Rs. 500 Lacs to the General Reserves from the accumulated profits of the Company.

MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management 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 which forms part of the Annual Report.

SUBSIDIARY COMPANIES

Pursuant to Section 212 of the Companies Act, 1956, the Audited Statement of Accounts, Auditors and Directors Report of ‘BLB Commodities Private Limited, ‘BLB Realty Ventures Limited, ‘BLB Global Business Limited and ‘BLB Institute of Financial Markets Limited subsidiaries of the Company are annexed to the Annual Report 2009-10 of the Company.

PUBLIC DEPOSITS

Your Company has not accepted any Public Deposits during the year under review.

DISCLOSURES

During the year the Company has surrendered the Certificate of Registration as Depository Participantship of Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).

The Company has obtained Trading Membership for Currency Derivative Segment of United Stock Exchange of India Limited and also obtained the Clearing Membership of Currency Derivative Segment of MCX-SX Clearing Corporation Limited.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance is appended along with the Compliance Certificate from M/s Ram Rattan & Associates, Statutory Auditors of the Company, which forms part of this report.

LISTING OF SHARES, PAYMENT OF LISTING FEES

The Companys Equity Shares are presently listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fees for the year 2010-11 to both the exchanges where the shares are listed.

DIRECTORS

As per the provisions of Companies Act, 1956 and Article 89 of the Article of Association of the Company, Sh. Brij Rattan Bagri and Sh. Suresh Chand Gupta, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. As stipulated in terms of Clause 49 of listing agreement, the brief resume of Sh. Brij Rattan Bagri and Sh. Suresh Chand Gupta, is provided in the notice of the 29th Annual General Meeting of the Company.

The tenure of appointment of Sh. Vikram Rathi, Executive Director of the Company will expire on 30th January, 2011. Sh. Vikram Rathi is having wide and rich experience in the field of capital market. The Remuneration Committee as well as the Board of Directors recommend his re-appointment as an Executive Director of the Company for a further period of three years. Your directors recommend his re-appointment for your approval.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure to the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

- In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

- The Directors have taken proper and sufficient care of 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 prevention and detecting fraud and other irregularities;

- The Directors have prepared the accounts for the year ended 31st March, 2010 on a going concern basis.

AUDITORS

The Auditors, M/s. Ram Rattan & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointments within the meaning of Section 226 of the said Act. The Board recommends their re-appointment for your approval.

AUDITORS REPORT

The Auditors Report to the shareholder does not contain any reservation, qualification or adverse remark.

SECRETARIAL AUDIT

In order to strengthen the internal audit of the Secretarial Department of your Company, a comprehensive audit is being conducted by M/s. Chandrasekaran Associates, Company Secretaries, New Delhi at specified intervals. The recommendations made by the Secretarial Auditors are implemented in order to improve the processes in the Secretarial Department.

DISCLOSURES UNDER SECTION 217(1)(e) OF THE COMPANIES ACT,1956

In terms of section 217(1)(e) read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 your Directors furnish the information as below:

Conversation of Energy The Company is a stock broking company and has taken necessary energy conservation measure to the extend applicable.

Technology absorbtion The Company is engaged in the stock broking business and accord ingly have not absorbed any technology.

Activities relating to exports, initiatives taken to The Company is not engaged in Export Activities.

increase exports, development of new export markets for products and services and export plans.

Foreign Exchange Earnings and Outgo Current Year Previous Year

Out flow: NIL NIL

Inflow: NIL NIL

ACKNOWLEDGEMENTS

Your Directors would like to thank various bodies and statutory authorities including Bankers, SEBI, RBI, ROC, Stock Exchanges, ANMI, etc. for their co-operation. Thanks are also due to the Shareholders for their co-operation and the confidence they reposed in the Management.

For and on behalf of the Board of

BLB Limited

Place: New Delhi (Brij Rattan Bagri)

Date: 31st August, 2010 Chairman