Balgopal Commercial Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors have pleasure in presenting their 43^rd Annual Report on the business and operations
of Balgopal Commercial Limited ("the Company") together with the audited financial statements for
the financial year ended March 31^st, 2025.

1. Financial Performance of the Company

Particulars	Standalone (Amount in ''000)		Consolidated (Amount in ''000)
	2024-25	2023-24	2024-25	2023-24
Total Revenue	87,010.93	2,88,371.38	87,096.90	2,88,371.38
Total Expenses	12,742.40	1,46,907.53	13,259.97	1,46,907.53
Profit Before Tax & Provision	74,268.53	1,41,463.86	73,836.93	1,41,463.86
Less: Current Tax/ Deferred Tax	10,897.34	9,800.62	10,897.34	9,800.62
Profit After Tax available for appropriation	63,371.19	1,31,663.24	62,939.60	1,31,663.24
Basic Earnings Per Share	3.73	7.97	3.70	7.97
Diluted Earnings Per Share	3.55	7.97	3.52	7.97

2. Dividend and Transfer to Reserve

With a view to conserve the resources, no dividend is recommended for the Financial Year
under reference and no transfer is proposed to be made to Reserves.

3. Transfer of Unclaimed Dividend to Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no
dividend has been declared during the year.

4. Operations and State of Company''s Affairs

Company is mainly engaged in trading activities and invest and acquire or otherwise deals in
derivatives, shares, debentures, bonds, obligations and securities issued/ guaranteed by
Government, state, Dominion in India or elsewhere. During the year, the Company has
expanded its business and ventured into construction and real estate activities.

No material changes and commitments which can affect the financial position of the Company
occurred between the end of the financial year of the company and the date of this report.

5. Internal Financial Control Systems and their Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company''s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial disclosures.

The details in respect of Internal Financial Control Systems and their Adequacy are included in
the Management Discussion and Analysis which form part of this report.

6. Details of Subsidiary / Joint Ventures / Associate Companies

As on 31^st March, 2025, the company has one subsidiary, i.e., Esquire Real Estate & Bio- Infocom
Pvt Ltd. A report on the performance and financial position of each of the subsidiaries, JVs and
Associates has been provided in Form AOC-1 as per Section 129(3) of the Companies Act, 2013.

The Board of Directors at its meeting held on 27th June, 2025 have approved to acquire 100%
shareholding of the following Companies:

• Dreamax Buildtech Private Limited

• Dreamax Infrastructure Private Limited

• Dreamax Spaces Private Limited

• Dreamax Nirman Private Limited

Pursuant to the acquisition, the above mentioned companies became direct wholly owned
subsidiaries of the Company.

7. Consolidated Financial Statements

In accordance with the Act and implementation requirements of Indian Accounting Standards
("IND-AS") on accounting and disclosure requirements and as prescribed by the SEBI Listing
Regulations, the Audited Consolidated Financial Statements are provided in this Annual
Report.

Pursuant to Section 136 of the Act, the Financial Statements of the Subsidiaries are available on
the website of the Company under the Investors Section and can be accessed by weblink-
https:/ /bcommercial.org/investors.html

8. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under
Chapter V of the Companies Act, 2013.

9. Maintenance of cost records

The Company is not required to maintain cost records as per Section 148(1) of the Companies
Act, 2013.

10. Promoter Group''s Shareholding

In view of the completion of the Open Offer, the Board noted the reclassification of Promoters
of the Company as follows:

• The existing promoters reclassified as Non-Promoters are Banwari Lal Mahansaria HUF,
Barun Mahansaria, Bimla Mahansaria, Banwari Lal Mahansaria, Raj Kumar Mahansaria and
Upturn Developers LLP.

• Kiran Dalmia, Kamla Devi Jindal, Vibha Jindal, Sandeep Jindal, Vijay Laltaprasad Yadav,
Allied Commodities Private Limited, Basudev Dealers LLP, Prompt Vanijya LLP and
Intellect Stock Broking Limited were reclassified as promoters/promoter group in
accordance with applicable laws and regulations. Necessary disclosures under SEBI (LODR)
Regulations, 2015 have been made to the Stock Exchanges.

This change in the promoter group does not affect the continuity of management or the
business operations of the Company.

The Board places on record its appreciation for the contributions made by the outgoing
promoter(s) during their tenure and welcomes the incoming promoter(s) to the Company.

As on March 31, 2025, the entire shareholding of promoter(s) and promoter group is in
dematerialized form.

11. Statutory Auditors

M/ s. Arvind Baid & Associates, Chartered Accountants, (Firm Registration No. 137526W), were
appointed as the Statutory Auditors of the Company to hold office for a period of five years
from the conclusion of 42^nd Annual General Meeting till the conclusion of the 47^th Annual
General Meeting, at such remuneration as may be decided by the board in consultation with the
Auditors.

M/ s. Arvind Baid & Associates, have audited the books of accounts of the Company for the
financial year ended March 31, 2025 and have issued the Auditors'' Report thereon.

12. Auditor''s Report

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory
Auditors and/or Secretarial Auditors of the Company in their report for the financial year
ended March 31, 2025. Hence, they do not call for any further explanation or comment u/ s 134
(3) (f) of the Companies Act, 2013.

13. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding
Rules framed thereunder, Mrs. Twinkle Agarwal, Practicing Company Secretary was appointed
as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending
31st March, 2025. The Secretarial Audit Report is annexed to the Board Report. There is no
qualification, reservation or adverse remark or disclaimer made by the company secretary in
the secretarial audit report.

14. Internal Audit Report

M/ s S. Dalmia & Co, Chartered Accountants, Internal Auditor has submitted a report for the
financial year 2024-25 based on the internal audit conducted during the year under review.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during
the period under review.

15. Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal
Auditors have not reported, any incident of fraud committed in your Company by any of its
Officers or Employees, to the Audit Committee and / or to the Board under Section143(12) of
the Companies Act, 2013 details of which needs to be mentioned in this Report.

16. Share Capital

The Authorized Share Capital of your Company is Rs. 24,00,00,000/- divided into 2,40,00,000
Equity Shares of face value of Rs. 10/- each.

The Issued, Subscribed and Paid-up Share Capital of your Company is Rs. 19,01,00,000/-
divided into 1,90,10,000 Equity Shares of face value of Rs. 10/- each.

A. Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during the year
under review.

B. Buy Back of Securities

The company has not bought back any of its securities during the year under review.

C. Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has not issued any bonus shares during the current financial year.

D. Preferential Issue of Capital

Pursuant to the shareholders approval dated 07.01.2025, in-principle approval received
from BSE dated 08.01.2025 and approval of the Board of Directors dated 20.01.2025,
45,00,000 convertible warrants and 25,00,000 equity shares have been issued by the
Company to the persons belonging to promoter category on preferential basis @ Rs 60/-
(including premium of Rs 50/-).

Company has received Rs 15,00,00,000 from the allottee in lieu of issue of 25,00,000 equity
shares and Rs 6,75,00,000 from the allottees in lieu of 45,00,000 convertible warrants being
25% of the issue price i.e, Rs 60 each. The equity shares so allotted rank pari-passu with the
existing equity shares of the Company.

Company is yet to receive balance 75% amount from the allottees for the aforesaid warrants
to be converted into equity. As at 31st March 2025, the conversion of these warrants into
equity shares is pending.

Money was raised with an object to acquire/ make investments in similar line of business
activity, meeting long term funding requirements of the Company, working capital and
general corporate purposes in order to support the future growth plan of the Company.

Amount of fund raised- Rs 21.75 crores
Amount of fund utilized- Rs 21.75 crores

Company received Listing approval for the aforesaid equity shares from BSE on 20.02.2025
and trading approval on 05.03.2025.

The Company has not issued any of its securities with differential rights during the year
under review. It has not bought back any of its securities and has neither issued sweat
equity or bonus shares nor has provided any stock option scheme to the employee.

17. Annual Return

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31,
2025 is available on the Company''s website at www.bcommercial.org

18. Board of Directors and Key Managerial Personnel :

Your Company''s Board is duly constituted in compliance with the requirement of the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations).

In view of the provisions of Companies Act, 2013, Mr. Vijay Laltaprasad Yadav, Managing
Director; Mr. Arvind Kumar Patel, CFO; and Mr. Ankit Ladha, Company Secretary are
identified and appointed as Key managerial personnel of the Company.

> Changes in Directors and Key Managerial Personnel

Following changes took place during the year under review:

• Mr. Navaneet Lal Damani was appointed as an additional non-executive director of the
Company with effect from 13.11.2024. He was regularized as Director at the EOGM of the
Company held on 07.01.2025.

• Mr. Yash Saraogi resigned as director with effect from 13.11.2024

• Mr. Shailesh Becharbhai Patel and Mrs. Shrena Kalpesh Shah were re-appointed as
Independent directors for a second term of 5 years, pursuant to special resolution passed at the
42^nd AGM of the Company.

Following changes took place after the closure of the year under review:

• Ms. Ankita Darji resigned from the position of Company Secretary and Compliance Officer of
the Company with effect from 19^th July, 2025.

• Mr. Ankit Ladha was appointed as the Company Secretary and Compliance Officer of the
Company with effect from 14^th August, 2025.

19. Formal Annual Evaluation of the Directors

In compliance with the Schedule IV of the Companies Act 2013 and Regulation 25(3) of
SEBI(Listing Obligations and Disclosure Requirements), 2015, a meeting of the Independent
Directors of the company was held on 10^th December, 2024 to review and evaluate the
performance of the Non- Independent Directors and the Chairman of the company taking into
account the views of the Executive Directors and Non- Executive Directors, assessing the
quality, quantity and timeliness of flow of information between the company management and
the Board and also to review the overall performance of the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the
Independent Director being evaluated.

20. Declaration of Independence by Independent Directors

Mr. Shailesh Becharbhai Patel and Mrs. Shrena Kalpesh Shah, Independent Directors of the
Company have given their Certificate of Independence to the Company stating that they meet
the criteria of independence as laid down in sub-section (6) of Section 149 of the Companies Act,
2013 and clause (b) of sub-regulation (1) of regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their ability
to discharge their duties with an objective independent judgment and without any external
influence. The Board of Directors have taken on record the declaration and confirmation
submitted by the independent directors after undertaking due assessment of the veracity of the
same.

21. Familiarization program for independent directors

In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the Company has conducted
Familiarization Programmes for Independent Directors (IDs) to familiarize them about their
roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, business model of the Company, etc., through various initiatives.

22. Number of meetings of the Board of Directors

The Board meetings of your company are normally planned in advance in consultation with the
Board Members.

9 Meetings of the Board of Directors were held during the financial year 2024-25. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 and the SEBI Listing Regulations, 2015. These were held on the following dates:

i) 09.05.2024

ii) 12.07.2024

iii) 09.08.2024

iv) 03.09.2024

v) 13.11.2024

vi) 10.12.2024

vii) 14.01.2025

viii) 20.01.2025 and

ix) 13.02.2025

23. Compliance with Secretarial Standards

The Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.

24. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177
of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirement) Regulations, 2015 in the terms of reference to
the Audit Committee. Composition of the Audit committee is in accordance with the
requirements of section 177 of the Companies Act 2013 which is stated below:

Name	Designation
Mr. Shailesh Becharbhai Patel	Chairman
Mrs. Shrena Kalpesh Shah	Member
Mr. Navaneet Lal Damani	Member

Mr. Yash Saraogi ceased to be a member of the Committee w.e.f. 13^th November, 2024 and Mr.
Navaneet Lal Damani was appointed as a member with effect from the same date.

Details of the Committee are given in the Corporate Governance Report.

25. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the
requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name	Designation
Mr. Shailesh Becharbhai Patel	Chairman
Mrs. Shrena Kalpesh Shah	Member
Mr. Navaneet Lal Damani	Member

Mr. Yash Saraogi ceased to be a member of the Committee w.e.f. 13^th November, 2024 and Mr.
Navaneet Lal Damani was appointed as a member with effect from the same date.

Details of the Committee are given in the Corporate Governance Report.

26. Stakeholder''s Relationship Committee

Composition of the Stakeholder''s Relationship Committee is in accordance with the
requirement of the provisions of the Companies Act, 2013. The Composition is as under:

Name	Designation
Mr. Shailesh Becharbhai Patel	Chairman
Mrs. Shrena Kalpesh Shah	Member
Mr. Navaneet Lal Damani	Member

Mr. Yash Saraogi ceased to be a member of the Committee w.e.f. 13^th November, 2024 and Mr.
Navaneet Lal Damani was appointed as a member with effect from the same date.

Details of the Committee are given in the Corporate Governance Report.

27. Nomination and Remuneration Policy

The Nomination and Remuneration Policy formulated by the Nomination and Remuneration
committee of the Company is in conformity with the requirement of Section 178(3) of the
Companies Act, 2013 and Listing Regulations. The objectives and key features of this Policy are:

• Formulation of the criteria for determining qualifications, positive attributes and
independence of the Directors, Key Managerial Personnel and Senior Management
Personnel;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become Directors and persons who may be
appointed in Key Managerial and Senior Management positions in accordance with the
criteria laid down in this policy;

• Formulation of criteria for performance evaluation of the Board, its Committees and
Directors including Independent Directors / Non-Executive Directors; and

• Recommend to the Board all the remuneration in whatever form, payable to the Senior
Management.

The guiding principles of the Policy are:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run the Company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a
balance between fixed and incentive pay reflecting short and long term performance
objectives appropriate to the working of the Company and its goals.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your
Company www.bcommercial.org

28. Corporate Social Responsibility (CSR)

The Company is committed to conduct business in an economically, socially and
environmentally sustainable manner that is transparent and ethical. The Company has framed
Corporate Social Responsibility (CSR) Policy. The policy is available on the website of the
Company at https://bcommercial.org/BOMBINOO/policy/Balgopal%20-

%20CSR%20Policy.pdf

The CSR Report as per Section 135 of the Act read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amendments thereto, is attached as Annexure to this
Report.

29. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of
particulars of conservation of energy and technology absorption prescribed by the rules are not
applicable to our company. The company does not have any Foreign Exchange transactions
during the financial year.

30. Change in Registered Office Address

The registered office of the Company was shifted within the local limits of the city, town or
village from Flat No. B-002, Dreamax Vega, Upadhyay Compound, Pump House, Jijamata

Road, Andheri (East), Mumbai-400093 to 901, 9th Floor, Crescent Royale, CTS No. 720 / 42-46,
Oshiwara Village, Andheri (West), Near VIP Plaza, Off New Link Road, Mumbai - 400053 with
effect from 18th July, 2025

31. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

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

32. Corporate Insolvency

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and
Bankruptcy Code, 2016.

33. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees or investments made by your Company, if any, under Section 186
of the Companies Act, 2013 during the financial year 2024-25 is appended in the notes to the
Financial Statements that form part of this Annual Report.

34. Particulars of Contracts or Arrangements with Related Parties:

All related party transactions were placed before the Audit Committee for its approval. An
omnibus approval from Audit Committee was obtained for the related party transactions
which are repetitive in nature. All related party transactions, entered into during the financial
year under review, were on an arm''s length basis and were in the ordinary course of business.
Your Company has not entered into any transactions with related parties which could be
considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related
party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not
applicable.

35. Managerial Remuneration

Mr. Vijay Laltaprasad Yadav, Managing Director of the company was paid Rs. 6,00,000/- as
remuneration during the year under review.

Particulars of Employees:

Provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are applicable and the details regarding the
same is annexed as annexure to this report.

36. Corporate Governance and Management Discussion & Analysis Reports

The Corporate Governance Report and Management Discussion & Analysis Report have been
annexed with the report.

37. Corporate Governance Certificate

The Corporate Governance certificate from the auditor regarding compliance of conditions of
corporate governance as stipulated by SEBI Listing Regulations, 2015 has been annexed with
the report.

38. Sexual Harassment of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. We further state that
during the financial year under review, there were no complaints received/cases filed under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.Company is not required to constitute Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there
are less than 10 employees in the Company.

Policy on Prevention of Sexual Harassment at Workplace is available on the website of the
Company at www.bcommercial.org

(a) number of complaints of sexual harassment received in the year - Nil

(b) number of complaints disposed-off during the year - Nil

(c) number of cases pending for more than ninety days - Nil

39. Compliance of the provisions relating to the Maternity Benefit Act 1961.

The Company has complied with the provisions of the Maternity Benefit Act, 1961. There were
no instances of maternity leave availed during the financial year 2024-25.

40. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has
established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the
Company to report their genuine concerns or grievances. The policy was approved by the
Board of Directors of the Company at its meeting and the Audit Committee was empowered by
the Board of Directors to monitor the same and to report to the Board about the complaints in
an unbiased manner.

The said policy has been communicated to the Directors and employees of the Company and is
also posted on the website of the Company at www.bcommercial.org

41. Risk management

Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. The Board of the Company at regular
intervals monitors the financial, operational, legal risk to the Company. There is no risk, which
in the opinion of the Board which may threaten the existence of the Company. Pursuant to
section 134 (3) (n) of the Act it is stated that at present the company has not identified any
element of risk which may threaten the existence of the Company.

42. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended
from time to time with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the Company''s
shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.

43. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that—

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

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

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

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

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

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

44. Acknowledgements

The Directors would like to express their appreciation of the co-operation and assistance
received from the shareholders, bankers and other business constituents during the year under
review.

Your Directors gratefully acknowledge the on-going co-operation and support provided by the
Central and State governments and all Regulatory Authorities. Your Directors also place on
record their deep sense of appreciation to all employees for their dedicated services rendered at
various levels.

For and on behalf of the Board of Directors
Balgopal Commercial Limited

Sd/- Sd/-

Vijay Laltaprasad Yadav Navaneet Lal Damani

Managing Director Director

DIN: 02904370 DIN: 02904305

Place: Mumbai
Date: 03.09.2025

---

Mar 31, 2024

The Directors have pleasure in presenting their 42^nd Annual Report on the business and operations of Balgopal Commercial Limited ("the Company") together with the audited financial statements for the financial year ended March 31^st, 2024.

1. Financial Performance of the Company

Particulars	(Amount in ''000)
	2023-24	2022-23
Total Revenue	2,88,371.38	81,339.52
Total Expenses	1,46,907.53	80,977.84
Profit Before Tax & Provision	1,41,463.86	361.67
Less: Current Tax/ Deferred Tax	9,800.62	(1,355.04)
Profit After Tax available for appropriation	1,31,663.24	1,716.71
Basic/ Diluted Earnings Per Share	7.97	0.10

2. Dividend and Transfer to Reserve

With a view to conserve resources, no dividend is recommended for the Financial Year under reference and no transfer is proposed to be made to Reserves.

3. Transfer of Unclaimed Dividend to Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. Operations and State of Company''s Affairs

Company is mainly engaged in trading activities and invest and acquire or otherwise deals in derivatives, shares, debentures, bonds, obligations and securities issued/guaranteed by Government, state, Dominion in India or elsewhere.

There has been no change in the nature of the business of the Company during the year.

No material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the company and the date of this report.

ADDRESS: Flat No. B-002, Dreamax Vega, Upadhyay Compound, Pump House, Jijamata Road, Andheri (East), Mumbai-400093 Website: www.bcommercial.org/ Email ID: [email protected]

Contact: 9324922533

5. Internal Financial Control Systems and their Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The details in respect of Internal Financial Control Systems and their Adequacy are included in the Management Discussion and Analysis which form part of this report.

6. Details of Subsidiary / Joint Ventures / Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company as on 31^st March, 2024. Hence, statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to the Company.

However at the Board Meeting held on 09.08.2024, company has given approval for acquisition of 10,000 equity shares of Esquire Real Estate & Bio- Infocom Pvt Ltd from its existing shareholders. Pursuant to the above transaction, Esquire shall become a wholly owned subsidiary of the Company.

7. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Companies Act, 2013.

8. Maintenance of cost records

The Company is not required to maintain cost records as per Section 148(1) of the Companies Act, 2013.

9. Promoter Group''s Shareholding

As on March 31, 2024, the total shareholding of the Promoter Group of your Company is 6.31 per cent and none of the Promoter/Promoter Group''s shareholding is under pledge. Further, in compliance with Regulation 31(2) of SEBI Listing Regulations, 2015, the entire shareholding of promoter(s) and promoter group is in dematerialized form.

10. Statutory Auditors

M/s. Gupta Saharia & Co., Chartered Accountants (Firm Registration Number: 103446W) were appointed as the Statutory Auditors of the Company from the conclusion of 37th Annual General Meeting to hold office for a period of five years till the conclusion of the Annual General Meeting to be held in the year 2024. However, they have tendered their resignation with effect from 07^th November, 2023.

The Board in its meeting held on 28^th November, 2023 had appointed M/ s. Arvind Baid & Associates (Firm Registration Number- 137526W) as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/ s Gupta Saharia & Co. The said appointment was ratified by the shareholders vide Ordinary Resolution passed through postal ballot on 22^nd February, 2024.

Further, the Board hereby recommends to appoint M/ s. Arvind Baid & Associates as Statutory Auditors of the Company for a period of 5 (five) consecutive years at the ensuing Annual General Meeting.

M/s. Arvind Baid & Associates have audited the books of accounts of the Company for the financial year ended March 31, 2024 and has issued the Auditors'' Report thereon.

11. Auditor''s Report

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors and/or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2024. Hence, they do not call for any further explanation or comment u/s 134 (3) (f) of the Companies Act, 2013.

12. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, Mrs. Twinkle Agarwal, Practicing Company Secretary was appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2024. The Secretarial Audit Report is annexed to the Board Report. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.

13. Internal Audit Report

M/s S. Dalmia & Co, Chartered Accountants, Internal Auditor has submitted a report for the financial year 2023-24 based on the internal audit conducted during the year under review.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

14. Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditors have not reported, any incident of fraud committed in your Company by any of its Officers or Employees, to the Audit Committee and / or to the Board under Section143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

15. Share Capital

The Authorized Share Capital of your Company is Rs. 24,00,00,000/- divided into 2,40,00,000 Equity Shares of face value of Rs. 10/- each.

The Issued, Subscribed and Paid-up Share Capital of your Company is Rs. 16,51,00,000/- divided into 1,65,10,000 Equity Shares of face value of Rs. 10/- each.

A. Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during the year under review.

B. Buy Back of Securities

The company has not bought back any of its securities during the year under review.

C. Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has not issued any bonus shares during the current financial year.

D. Preferential Issue of Capital

The company has not issued any shares on preferential basis during the year.

16. Annual Return

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the Company''s website at www.bcommercial.org

17. Board of Directors and Key Managerial Personnel :

Your Company''s Board is duly constituted in compliance with the requirement of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

In view of the provisions of Companies Act, 2013, Mr. Vijay Laltaprasad Yadav, Managing Director; Mr. Arvind Kumar Patel, CFO; and Ms. Ankita Darji, Company Secretary are identified and appointed as Key managerial personnel of the Company.

> Changes in Directors and Key Managerial Personnel

• The term of Mr. Shailesh Becharbhai Patel and Mrs. Shrena Kalpesh Shah as Independent Directors of the Company expires on 15^th July, 2024. The Board of Directors in their meeting held on 12th July, 2024 have re-appointed Mr. Shailesh Becharbhai Patel and Mrs. Shrena Kalpesh Shah as Independent Directors for a second consecutive term of 5 years. The Board hereby recommends the same for approval of the members at the ensuing Annual General Meeting.

18. Formal Annual Evaluation of the Directors

In compliance with the Schedule IV of the Companies Act 2013 and Regulation 25(3) of SEBI(Listing Obligations and Disclosure Requirements), 2015, a meeting of the Independent Directors of the company was held on 22^nd January, 2024 to review and evaluate the performance of the NonIndependent Directors and the Chairman of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board.

Further the same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

19. Declaration of Independence by Independent Directors

Mr. Shailesh Becharbhai Patel and Mrs. Shrena Kalpesh Shah, Independent Directors of the Company have given their Certificate of Independence to the Company stating that they meet the criteria of independence as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and clause (b) of sub-regulation (1) of regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same.

20. Familiarization program for independent directors

In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the Company has conducted Familiarization Programmes for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.

21. Number of meetings of the Board of Directors

The Board meetings of your company are normally planned in advance in consultation with the Board Members.

6 Meetings of the Board of Directors were held during the financial year 2023-24. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations, 2015. These were held on the following dates:

i) 25.05.2023

ii) 25.07.2023

iii) 28.08.2023

iv) 07.11.2023

v) 28.11.2023 and

vi) 22.01.2024

22. Compliance with Secretarial Standards

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

23. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 in the terms of reference to the Audit Committee. Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below:

Name	Designation
Mr. Shailesh Becharbhai Patel	Chairman
Mrs. Shrena Kalpesh Shah	Member
Mr. Yash Saraogi	Member

Details of the Committee are given in the Corporate Governance Report.

24. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name	Designation
Mr. Shailesh Becharbhai Patel	Chairman
Mrs. Shrena Kalpesh Shah	Member
Mr. Yash Saraogi	Member

Details of the Committee are given in the Corporate Governance Report.

25. Stakeholder''s Relationship Committee

Composition of the Stakeholder''s Relationship Committee is in accordance with the requirement of the provisions of the Companies Act, 2013. The Composition is as under:

Name	Designation
Mr. Shailesh Becharbhai Patel	Chairman
Mrs. Shrena Kalpesh Shah	Member
Mr. Yash Saraogi	Member

Details of the Committee are given in the Corporate Governance Report.

26. Nomination and Remuneration Policy

The Nomination and Remuneration Policy formulated by the Nomination and Remuneration committee of the Company is in conformity with the requirement of Section 178(3) of the Companies Act, 2013 and Listing Regulations. The objectives and key features of this Policy are:

• Formulation of the criteria for determining qualifications, positive attributes and independence of the Directors, Key Managerial Personnel and Senior Management Personnel;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become Directors and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy;

• Formulation of criteria for performance evaluation of the Board, its Committees and Directors including Independent Directors / Non-Executive Directors; and

• Recommend to the Board all the remuneration in whatever form, payable to the Senior Management.

The guiding principles of the Policy are:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www.bcommercial.org

27. Corporate Social Responsibility (CSR)

In terms of Section 135 of the Companies Act, 2013, the provisions relating to Corporate Social Responsibility is not applicable to the Company as the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore* or more during financial year under review.

However, Section 135 of Companies Act, 2013 shall be applicable to the Company in the financial year 2023-24.

28. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act, 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

29. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

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

30. Corporate Insolvency

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

31. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees or investments made by your Company, if any, under Section 186 of the Companies Act, 2013 during the financial year 2023-24 is appended in the notes to the Financial Statements that form part of this Annual Report.

32. Particulars of Contracts or Arrangements with Related Parties:

The company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm''s length basis during the financial year 2023-24, there are no transactions to be reported in Form AOC-2 and as such do not form part of this report.

33. Managerial Remuneration

Mr. Vijay Laltaprasad Yadav, Managing Director of the company was paid Rs. 6,00,000/- as remuneration during the year under review.

Particulars of Employees:

Provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are applicable and the details regarding the same is annexed as annexure to this report.

34. Corporate Governance and Management Discussion & Analysis Reports

The Corporate Governance Report and Management Discussion & Analysis Report have been annexed with the report.

35. Corporate Governance Certificate

The Corporate Governance certificate from the auditor regarding compliance of conditions of corporate governance as stipulated by SEBI Listing Regulations, 2015 has been annexed with the report.

36. Sexual Harassment of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at 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.

Policy on Prevention of Sexual Harassment at Workplace is available on the website of the Company at www.bcommercial.org. No complaints relating to the sexual harassment has been received during the year under review.

37. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner.

The said policy has been communicated to the Directors and employees of the Company and is also posted on the website of the Company at www.bcommercial.org

38. Risk management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Board of the Company at regular intervals monitors the financial, operational, legal risk to the Company. There is no risk, which in the opinion of the Board which may threaten the existence of the Company. Pursuant to section 134 (3) (n) of the Act it is stated that at present the company has not identified any element of risk which may threaten the existence of the Company.

39. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the

period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

40. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that—

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

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

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

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

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

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

41. Acknowledgements

The Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.

For and on behalf of the Board of Directors Balgopal Commercial Limited

Sd/- Sd/-

Vijay Laltaprasad Yadav Yash Saraogi

Managing Director Director

DIN: 02904370 DIN: 00402101

Place: Mumbai Date: 03.09.2024

---

Mar 31, 2023

The Directors have pleasure in presenting their 41^st Annual Report on the business and operations of Balgopal Commercial Limited ("the Company") together with the audited financial statements for the financial year ended March 31^st, 2023.

1. Financial Performance of the Company

Particulars	(Amount in ''000)
	2022-23	2021-22
Total Revenue	81,339.52	89,205.93
Total Expenses	80,977.84	85,508.55
Profit Before Tax & Provision	361.67	3,697.37
Less: Current Tax/ Deferred Tax	(1,355.04)	652.40
Profit After Tax available for appropriation	1,716.71	3,044.98
Basic/ Diluted Earnings Per Share	0.10	0.18

2. Dividend and Transfer to Reserve

In view of accumulated losses, no dividend is recommended for the Financial Year under reference and no transfer is proposed to be made to Reserves.

3. Transfer of Unclaimed Dividend to Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. Operations and State of Company''s Affairs

The Company, a diversified business entity has great experience in managing and distributing different products in India for more than 30 years. Company is mainly engaged in trading activities and invest in and acquire or otherwise deals in derivatives, shares, debentures, bonds, obligations and securities issued/guaranteed by Government, state, Dominion in India or elsewhere.

There has been no change in the nature of the business of the Company during the year.

No material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the company and the date of this report.

5. Internal Financial Control Systems and their Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The details in respect of Internal Financial Control Systems and their Adequacy are included in the Management Discussion and Analysis which form part of this report.

6. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company as on 31^st March, 2023. Hence, statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to the Company.

7. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Companies Act, 2013.

8. Maintenance of cost records

The Company is not required to maintain cost records as per Section 148(1) of the Companies Act, 2013.

9. Promoter Group''s Shareholding

As on March 31, 2023, the total shareholding of the Promoter Group of your Company is 6.31 per cent and none of the Promoter/Promoter Group''s shareholding is under pledge. Further, in compliance with Regulation 31(2) of SEBI Listing Regulations, 2015, the entire shareholding of promoter(s) and promoter group is in dematerialized form.

10. Statutory Auditors

M/s. Gupta Saharia & Co., Chartered Accountants (Firm Registration Number: 103446W) were appointed as the Statutory Auditors of the Company from the conclusion of 37th Annual General Meeting to hold office for a period of five years till the conclusion of the Annual General Meeting to be held in the year 2024, at such remuneration as may be decided by the board in consultation with the Auditors.

M/s Gupta Saharia & Co. has audited the books of accounts of the Company for the financial year ended March 31, 2023 and has issued the Auditors'' Report thereon.

11. Auditor''s Report

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors and/or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2023. Hence, they do not call for any further explanation or comment u/s 134 (3) (f) of the Companies Act, 2013.

12. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, Mrs. Twinkle Agarwal, Practicing Company Secretary was appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2023. The Secretarial Audit Report is annexed to the Board Report. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.

13. Internal Audit Report

M/s S. Dalmia & Co, Chartered Accountants, Internal Auditor has submitted a report for the financial year 2022-23 based on the internal audit conducted during the year under review.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

14. Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditors have not reported, any incident of fraud committed in your Company by any of its Officers or Employees, to the Audit Committee and / or to the Board under Section143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

15. Share Capital

The Authorized Share Capital of your Company is Rs. 24,00,00,000/- divided into 2,40,00,000 Equity Shares of face value of Rs. 10/- each.

The Issued, Subscribed and Paid-up Share Capital of your Company is Rs. 16,51,00,000/-divided into 1,65,10,000 Equity Shares of face value of Rs. 10/- each.

A. Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during the year under review.

B. Buy Back of Securities

The company has not bought back any of its securities during the year under review.

C. Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has not issued any bonus shares during the current financial year.

D. Preferential Issue of Capital

The company has not issued any shares on preferential basis during the year.

16. Annual Return

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2023 is available on the Company''s website at www.bcommercial.org

17. Board of Directors and Key Managerial Personnel :

Your Company''s Board is duly constituted in compliance with the requirement of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

In view of the provisions of Companies Act, 2013, Mr. Vijay Laltaprasad Yadav, Managing Director; Mr. Arvind Kumar Patel, CFO; and Ms. Ankita Darji, Company Secretary are identified and appointed as Key managerial personnel of the Company.

> Changes in Directors and Key Managerial Personnel

• Ms. Rinky Shaw resigned from the post of Company Secretary w.e.f. 06.03.2023 and in her place Ms. Ankita Darji has been appointed as Company Secretary w.e.f. 25.07.2023.

18. Formal Annual Evaluation of the Directors

In compliance with the Schedule IV of the Companies Act 2013 and Regulation 25(3) of SEBI(Listing Obligations and Disclosure Requirements), 2015, a meeting of the Independent Directors of the company was held on 11^th February, 2023 to review and evaluate the performance of the Non- Independent Directors and the Chairman of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board.

Further the same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

19. Declaration of Independence by Independent Directors

Mr. Shailesh Becharbhai Patel and Mrs. Shrena Kalpesh Shah, Independent Directors of the Company have given their Certificate of Independence to the Company stating that they meet the criteria of independence as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and clause (b) of sub-regulation (1) of regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same.

20. Familiarization program for independent directors

In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the Company has conducted Familiarization Programmes for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.

21. Number of meetings of the Board of Directors

The Board meetings of your company are normally planned in advance in consultation with the Board Members.

6 Meetings of the Board of Directors were held during the financial year 2022-23. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations, 2015. These were held on the following dates:

i) 26.05.2022

ii) 04.08.2022

iii) 05.09.2022

iv) 09.11.2022

v) 11.02.2023 and

vi) 06.03.2023

22. Compliance with Secretarial Standards

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

23. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 in the terms of reference to

the Audit Committee. Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below:

Name	Designation
Mr. Shailesh Becharbhai Patel	Chairman
Mrs. Shrena Kalpesh Shah	Member
Mr. Yash Saraogi	Member

Details of the Committee are given in the Corporate Governance Report.

24. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name	Designation
Mr. Shailesh Becharbhai Patel	Chairman
Mrs. Shrena Kalpesh Shah	Member
Mr. Yash Saraogi	Member

Details of the Committee are given in the Corporate Governance Report.

25. Stakeholder''s Relationship Committee

Composition of the Stakeholder''s Relationship Committee is in accordance with the requirement of the provisions of the Companies Act, 2013. The Composition is as under:

Name	Designation
Mr. Shailesh Becharbhai Patel	Chairman
Mrs. Shrena Kalpesh Shah	Member
Mr. Yash Saraogi	Member

Details of the Committee are given in the Corporate Governance Report.

26. Nomination and Remuneration Policy

The Nomination and Remuneration Policy formulated by the Nomination and Remuneration committee of the Company is in conformity with the requirement of Section 178(3) of the Companies Act, 2013 and Listing Regulations. The objectives and key features of this Policy are:

• Formulation of the criteria for determining qualifications, positive attributes and independence of the Directors, Key Managerial Personnel and Senior Management Personnel; ¹

• Identifying persons who are qualified to become Directors and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy;

• Formulation of criteria for performance evaluation of the Board, its Committees and Directors including Independent Directors / Non-Executive Directors; and

• Recommend to the Board all the remuneration in whatever form, payable to the Senior Management.

The guiding principles of the Policy are:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www.bcommercial.org

27. Corporate Social Responsibility (CSR)

In terms of Section 135 of the Companies Act, 2013, the provisions relating to Corporate Social Responsibility is not applicable to the Company as the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore¹ or more during any financial year. ²

30. Corporate Insolvency

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

31. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees or investments made by your Company, if any, under Section 186 of the Companies Act, 2013 during the financial year 2022-23 is appended in the notes to the Financial Statements that form part of this Annual Report.

32. Particulars of Contracts or Arrangements with Related Parties:

The company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm''s length basis during the financial year 2022-23, there are no transactions to be reported in Form AOC-2 and as such do not form part of this report.

33. Managerial Remuneration

During the year under review, the Company has not provided any Managerial Remuneration to the Directors as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the employees draw remuneration which is in excess of the limits as prescribed under the said rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, thus the statement pursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.

34. Corporate Governance and Management Discussion & Analysis Reports

The Corporate Governance Report and Management Discussion & Analysis Report have been annexed with the report.

35. Corporate Governance Certificate

The Corporate Governance certificate from the auditor regarding compliance of conditions of corporate governance as stipulated by SEBI Listing Regulations, 2015 has been annexed with the report.

36. Sexual Harassment of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at 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.

Policy on Prevention of Sexual Harassment at Workplace is available on the website of the Company at www.bcommercial.org. No complaints relating to the sexual harassment has been received during the year under review.

37. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner.

The said policy has been communicated to the Directors and employees of the Company and is also posted on the website of the Company at www.bcommercial.org

38. Risk management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Board of the Company at regular intervals monitors the financial, operational, legal risk to the Company. There is no risk, which in the opinion of the Board which may threaten the existence of the Company. Pursuant to section 134 (3) (n) of the Act it is stated that at present the company has not identified any element of risk which may threaten the existence of the Company.

39. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

40. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that—

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

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

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

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

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

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

41. Acknowledgements

The Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.

For and on behalf of the Board of Directors Balgopal Commercial Limited

Sd/- Sd/-

Vijay Laltaprasad Yadav Yash Saraogi

Managing Director Director

DIN: 02904370 DIN: 00402101

Place: Mumbai

Date: 28.08.2023

1

Devising a policy on Board diversity;

2

Note: any surplus in Profit & Loss Account, on measurement of fair value of asset and liability at fair value is excluded.

28. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

29. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

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