Dear Members,

Bharat Bhushan Finance & Commodity Brokers Limited

Your Directors are pleased to present their report, together with the Audited

Standalone Financial Statements of your Company for the financial year ended March 31, 2026..

FINANCIAL PeRFORMANCe AND STATe OF AFFAIRS

The Company ' s financial performance for the year ended March 31, 2026 along with previous year's figures are summarized below:

(` In Lakhs)

During the current financial year, the Company has reported a profit

Rs. 8.71 lakhs. This performance has been achieved despite the share market falling by 6.4% (based on the BSE Sensex), persistent heavy selling by Foreign Portfolio Investors (FPI/FII), significant geopolitical tensions across various regions of the world, and a sharp rise in crude oil prices and weakening of the Indian Rupee As committed to our shareholders in the previous year, the Company has succeeded in reporting profits for the Financial Year 2025 26. Although the profit earned during the year is not as substantial as achievement remains noteworthy considering the challenging global market environment.

The Board believes that, in the absence of such fall of 6.4% of BSE Sensex, the Company could have generated significantly higher profits during year.

The total assets of the Company as on 31st March, 2026 are Rs. 2753 lakhs against a paid-up capital of Rs. 676.08 lakhs.

TRANSFeR TO ReSeRVeS

During the year under review, no amount was transferred to the General Reserves of the Company.

DIVIDeND ON eQUITY SHAReS

Your directors are pleased to recommend a Dividend at the rate of 4% i.e., Rs.

0.40 per equity share for the financial year 2025-26. The Board of Directors your company decided to continue payment of dividend and it will be paid out of the profits for the current financial

The proposed dividend is subject to approval of shareholders in the ensuing 34th Annual General Meeting of the Company.

The above dividend of 4% would require an appropriation of Rs. 27,04,320/-. The dividend would be payable to all those shareholders whose names appear in the Register of Members as on the record date, i.e, Friday, September 18, 2026, for the Financial Year 2025-26.

The Register of Members and Share Transfer books shall remain closed from Saturday, September 19, 2026 to Friday, September 25, 2026 (both days inclusive).

Further, as per SEBI directive, members holding shares in physical form, who have not updated all of the following information, viz. PAN, Choice of Nomination, Contact Details, phone/mobile number, email address, postal address, bank account details and specimen signature on their respective folios in the records of the Company, the dividend, if any, in respect of such folios shall be withheld and be paid only through electronic mode upon furnishing all the aforesaid information in entirety. Hence, members holding shares in physical form who have not updated all of the aforementioned information are requested to provide/update all your KYC details mentioned above in prescribed KYC Forms i.e. ISR-1, ISR-2, SH-13 or ISR-3 to the RTA viz. Alankit Assignments Limited, 205-208, Anarkali Complex, Jhandewalan Extn., New Delhi- 110055, Phone: 011 – 42541234 or to the Company at its registered office address at the earliest. Formats of the KYC Forms are available at the website of the Company at https://www.bharatbhushan.com/ static/investors.aspx?srno=1

SHARe CAPITAL

During the year, there has been a change in the share capital structure of the company by way of issue of right shares. The company's equity share capital structure as on 31.03.2026 stood as under:-(A) Authorised Capital (Rs): 7,00,00,000 (consisting of 70,00,000 equity shares of Rs 10/- each, par value) (B) Issued, Subscribed and Paid up Capital (Rs): 6,76,08,000 (consisting of 67,60,800 equity shares of Rs 10/- each-par value fully paid ).

During the year under review, the Company raised 3,38,04,000 through a

Rights Issue. Pursuant to the approval of the Rights Issue Committee at its the meeting held on July 16, 2025, the Company allotted 33,80,400 fully paid-up

Equity Shares of face value 10 each at an issue price of 10 per Rights

Equity Share to the eligible equity shareholders.

Consequent to the said allotment, the paid-up equity share capital of the

Company increased from 3,38,04,000, comprising 33,80,400 equity shares, to 6,76,08,000, comprising 67,60,800 equity shares.

STATeMeNT OF DeVIATION OR VARIATION Rights issue of equity Shares

During the year under review, the Company raised 3,38,04,000 through a

Rights Issue of equity shares. The proceeds raised from the Rights Issue were utilised for the objects stated in the Offer document/Letter of Offer, there was no deviation or variation in the utilisation of such proceeds from the objects specified therei n.

FINANCe

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

CHANGe IN THe NATURe OF BUSINeSS

There has been no significant change in the nature of business of the

Company during the Financial Year 2025-26.

DePOSITS

Your Company has not accepted or renewed any deposit from the public as covered under Chapter V of the Companies Act, 2013 read with the

Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2025-26 and your Board of Directors have also passed the necessary resolution for confirming the non-acceptance of any public deposits during the financial year 2026-27 pursuant to Reserve Bank of India (Non-Banking

Financial Companies -Acceptance of Public Deposits) Directions, 2025. There was no public deposit outstanding as at the beginning and end of the financial year 2025-26.

CORPORATe GOVeRNANCe AND CODe OF CONDUCT

The Company having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year i.e 31st March 2026, is exempt under Regulation

15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Company is accordingly filing declaration, with Stock Exchange (i.e., BSE Limited), of non-applicability of provisions of corporate governance as mentioned in concerned regulation.

Therefore, declaration/certification/information required to be disclosed as per

Para C, D and E of Schedule V read with Regulation 34 are not applicable to the Company and hence, Corporate Governance Report, Declaration and

Compliance Certificate

Regulations, respectively, not attached to this report.

MANAGeMeNT DISCUSSION AND ANALYSIS RePORT

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

ANNUAL ReTURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2026 is available on the Company's website at https://www.bharatbhushan.com/files/investoruploads/639198850

294998899_Draft_Annual_Return_2025-26.pdf

INTeRNAL FINANCIAL CONTROL

Internal Financial Controls are an integral part of the management process addressing financial and financial reporting risks. The internal financial controls have been embedded in the business processes. Such internal financial controls encompass policies and procedures adopted by the

Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.

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

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

PARTICULARS OF LOANS, GUARANTeeS OR INVeSTMeNTS UNDeR SeCTION 186 OF THe COMPANIeS ACT, 2013

Since, the Company is a Non-Banking Financial Company ('NBFC') and its principal business is the acquisition of securities, the provisions of Section 186 except sub-section (1) are not applicable to the Company.

However, details of investments made by the company are given under notes to the financial statements of the Company for the year ended March 31, 2026.

PARTICULARS OF CONTRACTS OR ARRANGeMeNTS WITH ReLATeD PARTIeS

The particulars of contracts or arrangements entered into by the Company during the financial year 2025-26 with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 ( " Act " ) and as required to be disclosed as per Section 134(3)(h) are given in Form AOC-2 (Annexure -A) attached with this report. Your Company has taken necessary approvals as required by Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 from time to time. There are no materially pursuanttoParaC,Dand EofScheduleVofListing significant transactions made by the company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large. All transactions with related parties were placed before the Audit Committee for approval, review and ratification thereof on a quarterly basis.

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

DIReCTORS AND KeY MANAGeRIAL PeRSONNeL

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

Key Managerial Personnel

CHANGe IN DIReCTORS AND KeY MANAGeRIAL PeRSONNeLS

During the year under review, Mr. Baldev Garg (Membership No. A73249) ceased to be the Company Secretary and Compliance Officer of the Company pursuant to his resignation with effect on record its sincere appreciation for the valuable contributions, support and guidance rendered by him during his tenure with the Company.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on August 02, 2025, approved the appointment of Mr. Abhay Panchal (Membership No. A76192) as the Company Secretary and Compliance Officer of the Company with effect from August

ReTIRe BY ROTATION

In terms of Section 152(6) of the Companies Act, 2013, Mr. Vijay Bhushan (DIN: 00002421) Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board recommends reappointment of Mr. Vijay Bhushan (DIN: 00002421) as Director of the Company.

Brief resume has been attached as annexure to the notice of AGM.

NUMBeR OF MeeTINGS OF THe BOARD OF DIReCTORS

The meetings of the Board of Directors are convened at regular intervals to review and discuss the Company's business performance, strategic initiatives, policies, operational matters, and other significant affairs. The schedules of Board Meetings are circulated well in advance to facilitate adequate preparation and effective participation by the Directors.

During the Financial Year 2025-26, five (5) meetings of the Board of Directors were held on the following dates:

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

COMMITTeeS OF THe BOARD AUDIT COMMITTee:

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

The composition of the Audit Committee as on March 31, 2026, is as detailed below:

All recommendations made by the Audit Committee during the financial year from July 25, 2025. The Board places under review were accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee ('NRC') is constituted by the Board of Directors of the Company, in accordance with the provisions of Section 178(1) of the Companies Act, 2013.

The composition of the NRC as on March 31, 2026 is as detailed below:

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

STAKeHOLDeRS ReLATIONSHIP COMMITTee:

The Stakeholder Relationship Committee ('SRC') is constituted by the Board of Directors of the Company in accordance with the provisions of Section 178 of the Companies Act, 2013. The composition of the SRC as on March 31, 2026 is as detailed below:

ANNUAL eVALUATION OF BOARD PeRFORMANCe AND PeRFORMANCe OF ITS COMMITTeeS AND INDIVIDUAL DIReCTORS

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ( " Listing Regulations " ), the Board of Directors has carried out evaluation of its own performance, its committees and individual directors. The performance evaluation of the independent directors was carried out by the entire Board, which includes performance of the directors and fulfillment of the independence criteria as specified in the Listing Regulations and their independence from the management, excluding the Director being evaluated.

The Board's functioning was evaluated on various aspects, including inter alia, degree of fulfilmentof key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

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

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

DeCLARATION BY INDePeNDeNT DIReCTORS

Pursuant to the provisions of Section 149(6) & (7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ( " Listing Regulations " ), the Company has received individual declaration from all the Independent Directors, whose names are appended hereinbelow, confirming, inter-alia, that they fulfill

Regulation 16(1)(b) & other provisions of Listing Regulations and Section

149(6) of the Companies Act, 2013 ( " Act " ) and the rules made thereunder to hold the office complied with the " Code for Independent Directors " prescribed in Schedule

IV to the Companies Act, 2013.

1. Mr. Anil Kumar Gami

2. Mr. Atul Bhargava

3. Mr. Vibhor Agrawal

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review. Further, they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgment and without any external influence. Pursuant to the provisions of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent Directors of the Company have been included in the data bank maintained by the Indian Institute of Corporate Affairs (IICA) and the Independent Directors i.e, Mr. Anil Kumar Gami, Mr. Vibhor Agrawal and Mr. Atul Bhargava have cleared Self-Proficiency Test.

FAMILIARISATION PROGRAMMe FOR THe INDePeNDeNT DIReCTORS

The Familiarisation Programme for Independent Directors is available on the website of the Company under the weblink: https://www.bharatbhushan.com/files/investoruploads/63905304256825 6960_Familiarisation_Programme_for_Independent_Directors_2025-26.pdf

PARTICULARS OF eMPLOYeeS AND ReMUNeRATION

A. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

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

C. There are no employees employed throughout the financial year and in receipt of remuneration of Rupees One crore and two lakh rupees or more, or employed for part of the financial year and in receipt of Rupees Eight lakh and fifty thousand rupees per month or more, or employed throughout the financial year or part thereof, and is in receipt of remuneration in the financial year which, in the aggregate, or as the rate which, in the aggregate, is in excess of that drawn by manager and holds by himself or along with his spouse and dependent children, thethecriteriaofindependenceasprescribedunder equity shares of the Company, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) of IndependentDirector of the Company and that they have Rules, 2014.

POLICIeS OF THe COMPANY

NOMINATION AND ReMUNeRATION POLICY

The Nomination and Remuneration Policy of the Company provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Nomination and Remuneration Policy is annexed to this Report as Annexure-C and forms an integral part hereof.

The Policy is also available on the website of the Company at https:// www.bharatbhushan.com/files/investoruploads/63844564005279198 7_Nomination_and_Remuneration_Policy.pdf

VIGIL MeCHANISM/ WHISTLe BLOWeR POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Company has established a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism for the Directors and employees to report their genuine concerns regarding unethical behaviour, actual or suspected fraud, violations of the Company's Code of Conduct, or any other grievances.

Vigil Mechanism / Whistle Blower Policy provides adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Company's personnel have direct access to the Chairperson of the Audit Committee to report concerns about unethical behavior (actual or suspected), frauds and other grievances. No personnel of the Company have been denied access to the Audit Committee. Adequate safeguards are provided against victimization of whistle blowers availing such mechanism. The Vigil Mechanism/Whistle Blower Policy is available on the website of the

Company at https://www.bharatbhushan.

638299162069_Vigil_Mechanism_Policynew.pdf

POLICY ON LOANS AND ADVANCeS TO DIReCTORS, SeNIOR OFFICeRS AND ReLATIVeS OF DIReCTORS

In Compliance with provisions of notification issued by Reserve Bank of

India ('RBI') with respect to 'Scale Based Regulation ('SBR')' and 'Loans and Advances – Regulatory Restrictions – NBFCs', The Board of Directors of the

Company has approved policy on grant of loans to Directors, Senior Officers and relatives of Directors and to entities where Directors or their relatives have major shareholding.

DIVIDeND DISTRIBUTION POLICY

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

RISK MANAGeMeNT

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

In the Compliance with provisions of the notification issued by the Reserve

Bank of India ('RBI') with respect to 'Scale Based Regulation ('SBR') - A Revised Regulatory Framework for Non-Banking Financial Companies (NBFCs), your company has constituted a Risk Management Committee with the following Directors/Key Managerial Personnel as members:

AUDITORS

STATUTORY AUDITOR

M/s G.C. Agarwal & Associates, Chartered Accountants (Firm Registration No.: 017851N), were appointed as the Statutory Auditors of the Company at the 30th Annual General Meeting ('AGM') held on 28th September, 2022, for the second term of five

30th AGM till the conclusion of the 35th AGM to be held in the year 2027.

ACCOUNTING STANDARDS FOLLOWeD BY THe COMPANY

The Financial Statements of your Company have been prepared in accordance with the Indian Accounting Standards ( ' lnd AS ' ) notified under Section 133 of the Companies Act, 2013 ( " the Act " ) read with the Companies

(Indian Accounting Standards) Rules, 2015 and the relevant provisions of the Act and the Guidelines prescribed by the Reserve Bank of India, as applicable. Your Company has adopted the lnd AS from 01st April, 2019.

RePORTING OF FRAUDS BY AUDITORS

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

AUDIT OBSeRVATIONS

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

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

SeCReTARIAL AUDITORS AND THeIR RePORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Poonam Hasija and corresponding controls

Associates, Company Secretaries, located at Delhi (CP No. 26551), as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2025-26 The Report on Secretarial Audit for the financial year 2025-26, in Form MR-3, as Annexure-D forms an integral part of this Annual Report. There are no qualifications, reservations, or adverse remarks made by the Secretarial

Auditors in their Report.

ANNUAL SeCReTARIAL COMPLIANCe RePORT

The provisions of Regulation 24A of the Securities and Exchange Board of

India ( " SEBI " ) (Listing Obligations and Disclosure Requirements) Regulations,

2015 are not applicable to the Company. Accordingly, the Company is not required to submit the Annual Secretarial Compliance Report to the Stock Exchange.

SeCReTARIAL STANDARDS

During the financial year, the Company complied with all applicable mandatory

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

SPeCIAL WINDOW FOR Re-LODGeMeNT AND D eMATeRIALISATION OF PHYSICAL SeCURITIeS

During the financial year, the Securities and Exchange Board of India ( " SEBI " ) introduced special window to facilitate transfer and dematerialisation of physical securities purchased or sold prior to April 01, 2019 A special window was opened from July 07, 2025 to January 06, 2026 vide circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025 A further special window opened from February 05, 2026 and will remain open until February 04, 2027, covering eligible re-lodged and fresh cases where original share certificates are available vide circular HO/38/13/11(2)2026-

MIRSD-POD/ I/3750/2026 dated January 30, 2026

As per the above circulars of SEBI, shares transferred pursuant to these windows are required to be credited only in dematerialised form and subject to a one year lock in period. The Company disseminated requisite information in compliance with SEBI requirements.

Further, no requests for effecting transfer of securities have been received during thefinancial .review year under

SAKSHAM NIVeSHAK CAMPAIGN

During the year, the Company participated in the 100- day campaign 'Saksham Niveshak' initiative launched by the Investor Education and

Protection Fund Authority, Ministry of Corporate Affairs. The campaign focused on KYC updation and strengthening shareholder engagement to prevent the transfer of unpaid/unclaimed dividends to Investor Education and Protection Fund. The Company also coordinated closely with its Registrar and Transfer Agent to streamline the process and address investor queries in a timely manner. The shareholders were successfully assisted in updating their records and/or claiming their unclaimed dividends/shares during the year.

TRANSFeR TO INVeSTOR eDUCATION AND PROTeCTION FUND ("IePF"): (A) TRANSFeR OF UNPAID/UNCLAIMeD DIVIDeND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the dividend, which remains unpaid or unclaimed for a period of (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to Investor Education and Protection Fund ( " IEPF). During the financial year under review, your Company has transferred 3,10,279.20 (Rupees

Three Lakh Ten Thousand Two Hundred Seventy-Nine and Twenty Paise only) for the financial year 2017-18 to the IEPF.

(B) TRANSFeR OF SHAReS UNDeRLYING UNCLAIMeD/UNPAID DIVIDeND

In pursuance of the provisions of Section 124(6) of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, in addition to the transfer of amount of unclaimed/ unpaid dividend to the IEPF, the shares on which dividend has not been paid or claimed by the shareholders for (7) consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Individual reminders has been sent to concerned shareholders advising them to encash their dividend and the complete list of such shareholders whose shares are due for transfer to the IEPF is also placed on the website of the Company at https://www.bharatbhushan.com/files/invest oruploads/639009717791060630_List-of-shareholder-whose-share-has-been-transfered-to-Iepf_FY2017-18.pdf The Company in pursuance of the compliance with the aforesaid provisions and the applicable rules, has transferred 21,720 equity shares having face value of Rs. 10/- each belonging to 92 shareholders underlying the unclaimed dividends considering the final dividend declared for the Financial Year 2017-18 as the base.

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

DISCLOSURe UNDeR THe MATeRNITY BeNeFIT ACT, 1961

Your Board affirms that the company has complied with the applicable provisions of the Maternity BenefitAct, 1961, and the rules made thereunder.

The Company has in place appropriate systems and policies to provide maternity benefits and related entitlements to eligible women employees, in accordance with the statutory requirements. The Company continues to endeavour to provide a supportive and inclusive work environment for women employees

DISCLOSURe OF SexUAL HARASSMeNT OF WOMeN AT WORKPLACe (PReVeNTION, PROHIBITION AND ReDReSSAL) ACT, 2013

The Company is committed to providing a safe, secure and conducive work environment to all its employees.

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

DIReCTORS ReSPONSIBILITY STATeMeNT

In terms of provisions of Section 134(3)(c) read with Section 134(5) of the

Companies Act, 2013 ( " the Act " ), the Board of Directors hereby confirms that: a. in the preparation of the annual financial statements for the year ended

March 31, 2026, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit and loss of the Company for the year ended on that date; c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts of the Company for the year ended March 31, 2026 have been prepared on a going concern basis; e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended March and 31, 2026; f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended . March 31, 2026

STATUTORY COMPLIANCeS

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

RBI GUIDeLINeS

The Company, from the date of receipt of the NBFC license, continues to comply with all the applicable regulations, guidelines, etc. prescribed by the RBI, from time to time. Additional disclosures/information as applicable to the Company in terms of provisions of Master Direction - Non-Banking Financial Company – Non-Systemically Important Non-Deposit taking Company (Reserve Bank)

Directions, 2016, and, Notification issued by RBI bearing No. DOR.ACC.

REC.No.20/21.04.018/2022-23 dated April 19, 2022 read with Scale Based Regulation (SBR) - A Revised Regulatory Framework, is appended to the Balance Sheet in note no. 36 to 44.

SIGNIFICANT AND MATeRIAL ORDeRS PASSeD BY THe ReGULATORS OR COURTS

The details pertaining to the order passed by the Securities and Exchange

Board of India ( " SEBI " ) in connection with National Spot Exchange Limited ( " NSEL " ) and the consequent proceedings before the Securities Appellate Tribunal ( " SAT " ) were disclosed in the Board ' s Report for the previous financial year.

During the year under review, the matter continued to remain pending before SAT. On the last scheduled date of hearing, i.e., January 13, 2025, the matter was adjourned without hearing. Subsequently, SAT, vide its order dated March

12, 2025, granted a further extension of four months for compliance under the proposed settlement mechanism.

SEBI subsequently introduced the NSEL Settlement Scheme, 2025 on July 09, 2025, in terms of Section 15JB of the SEBI Act, 1992 read with Regulation 26 of the SEBI (Settlement Proceedings) Regulations, 2018, for settlement of matters relating to trading or facilitating trading on the NSEL platform. Pursuant thereto, the Company submitted an application to SEBI seeking settlement of the aforesaid matter under the NSEL Settlement Scheme, 2025, the filing of which was placed before and noted by the Board of Directors at its meeting held on January 28, 2026. The Company has remitted the prescribed settlement application fee of Rs. 29,500/- and settlement amount of Rs. 6,00,000/- in accordance with the Scheme.

The settlement application is presently under consideration by SEBI and no settlement order has been issued as on the date of this Report. The Company continues to monitor the matter closely and shall keep the shareholders informed of any material developments, as may be required.

MATeRIAL CHANGeS AND COMMITMeNT IF ANY, AFFeCTING THe FINANCIAL POSITION OF THe COMPANY

No material changes or commitments affectingthefinancialposition of the

Company which have occurred between the end of the financial year (i.e., March 31, 2026) of the Company to which this financial statement relates and the date of this Board's report.

LISTING OF eQUITY SHAReS

The equity shares of the Company are listed on BSE Limited. The BSE has nation-wide trading terminals and therefore provides full liquidity to investors. The listing fee for the year 2026-27 has already been paid to the stock exchange as per Regulation 14 of the SEBI (LODR) Regulations, 2015.

HUMAN ReSOURCe & INDUSTRIAL ReLATIONS

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

GeNeRAL

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to: a) issue of equity shares with differential rights as to dividend, voting or otherwise; b) issue of shares (including sweat equity shares) to employees of the

Company under any scheme; c) raising of funds through preferential allotment or qualified institutions placement; d) pendency of any proceeding under the Insolvency and Bankruptcy Code,

2016; e) details/disclosure relating to Corporate Social Responsibility; f) Cost record and cost audit g) conservation of energy, technology absorption, foreign exchange earnings and outgo, and h) One-time settlement with any bank orfinancialinstitution.

Your Company does not have any Holding/Subsidiary/Subsidiaries, Joint Ventures and Associate Company within the meaning of the Companies Act, 2013, as at March 31, 2026.

ACKNOWLeDGMeNT

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

Your Directors also place on record their sincere thanks and appreciation for the continuing support and assistance received from the banks, government as well as non-government authorities, customers, vendors and members during the period under review.

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

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

Sd/- Sd/- Nisha Ahuja Vijay Bhushan Place : New Delhi Director Director Date : 23 rd July, 2026 (DIN : 00001875) (DIN : 00002421)

ANNexURe 'A' Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis

2. Details of material contracts or arrangements or transactions at arm's length basis

ANNexURe 'B' Particulars of employees

A. Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

*The expression " median " means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle value. In case where there is even number of observations, the median shall be average of two middle values.

Notes:

1. There were 5 permanent employees on the rolls of the Company as on March 31, 2026.

2. Compared to the previous year 2024-25, Average increase made in the salaries of Employees other than the managerial personnel in the financial year was 7%.

3. Increase in the salaries of employees other than managerial personnel and that of the managerial personnel is in line with the industry practice and within the normal range.

4. The Directors' of the Company are only entitled to sitting Fees for attending Board/ Committee Meetings and the same does not form part of the remuneration specified under Section 197(1) of the Companies Act, 2013, hence the same is not applicable.

5. Remuneration includes salary, performance bonus, allowances & other benefits /applicable perquisites except contribution to the approved Pension Fund under the defined benefit . The term ' remuneration ' has the meaning assigned to it under the Companies Act, 2013. scheme andGratuity Funds

6. All appointments are/were contractual in accordance with terms and conditions as per Company Rules.

7. None of the above employees, except Mrs. Sandhya Jhalani, is a relative of any Director of the Company.

8. It is hereby affirmed that the remuneration is as per the remuneration policy of the Company.

ANNexURe 'C'

NOMINATION AND ReMUNeRATION POLICY

1. Background

1.1 The objective of Nomination and Remuneration Policy is to ensure rationality and objectivity in the remuneration of the Directors, Senior Management & employees of the Company. 1.2 The Policy also intends to bring in a pragmatic methodology in screening of candidates who may be recommended to the position of Directors and senior management and to establish effective evaluation criteria to evaluate the performance of every Director and the overall Board of the Company. 1.3 The Policy also serves as a guiding principle to ensure good Corporate Governance as well as to provide sustainability to the Board of Directors of the Company.

2. Framework

2.1 The requirement of formulating a Nomination and Remuneration Policy stems out from the provisions of the Companies Act, 2013, including any statutory modification(s) or re-enactment(s) thereof for the time being in force ( " Act " ) and from the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ( " Listing Regulations " ) as amended or replaced from time to time. 2.2 Any other Law and Statute as may be applicable for the time being in force. 2.3 DeFINITIONS

In this Remuneration Policy, unless the context otherwise requires: i. " Act " means the Companies Act, 2013 including any modification or re-enactment thereof; ii. " Board " means the Board of Directors of the Bharat Bhushan Finance & Commodity Brokers Limited ( " Company " ); iii. " Committee " means Nomination and Remuneration Committee of the Board constituted in accordance with the provisions of

Section 178 of the Act and the Listing Regulations; iv. " Independent Director " means the independent director of the Company appointed in pursuance of the Act and Listing

Regulations; v. " Key Managerial Personnel " or " KMP " means the person(s) appointed as such in pursuance of Section 203 of the Act read with Section 2(51) of the Act; vi. " Listing Regulations " means Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended or replaced from time to time; vii. " Relevant Laws " means the Act, Rules and Listing Regulations; viii. " Rules " means the rules framed under the Act, as amended or replaced from time to time; and ix. " Senior Management " means the employees of the Company holding the position of Manager, Company Secretary and Chief Financial Officer of the Company.

3. Objective

3.1 To identify suitable persons, interview them, if necessary, and recommend them as suitable candidates to fill up vacancies on the Board or augment the Board and Senior Management.

3.2 To ensure the optimum composition of the Board of Directors ensuring a mix of knowledge, experience and expertise from diversified fieldsof .knowledge

3.3 To lay down criteria for the evaluation of the Board.

3.4 To formulate a criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a Policy thereon.

3.5 To formulate criteria for evaluation of Directors.

4. eligibility Criteria for recommending a candidate to be appointed on the Board of Directors.

The Committee may consider the following parameters while considering the credentials of potential candidates for Directorship in the Company.

4.1 Educational Qualification :

L Possess any Graduation/ Post Graduation/ M. Phil /

Doctorate

L Possess any other Professional Qualification / Degree/

Diploma

L Possess requisite qualifications (wherever applicable) as may be prescribed under any law, rules, regulations and Listing Regulations 4.2 experience / expertise

L ? Possess appropriate skills, knowledge and experience

(including the proficiency in case of appointment of inde pendent directors) in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business.

Explanation.-For the purposes of aforesaid clause, the expression " proficiency " means the proficiency of the independent director as ascertained from the online proficiency self-assessment test conducted by the institute notified under sub-section (1) of section 150 of the Act.

4.3 Disqualifications

L The Candidate is of unsound mind.

L The Candidate is an undischarged insolvent.

L The Candidate has applied to be adjudicated as an insolvent and his application is pending.

L · The Candidate have been convicted by a Court of any offence, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six (6) months and a period of five years has date of expiry of the sentence or has been convicted of any offence and sentenced in respect thereof to imprisonment for a period of seven years or more.

L An order disqualifying him for appointment as a director has been passed by a court or Tribunal and the order is in force. L The Candidate has not paid any calls in respect of any shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call.

L ? The Candidate has been convicted of the offence dealing with related party transactions under section 188 of the Act, at any time during the last preceding five (5) years

L The Candidate has not complied with the provisions of subsection (1) of section 165 of the Act.

4.4 Qualifications

L The Candidate must be holding his Director Identification

Number (DIN).

L The Candidate is not or has not been a Director of a Company during the period of last five (5) years, which has not filed

Financial Statements or Annual Returns for any continuous three (3) financial years

L ? The Candidate is not or has not been a Director of the

(5) years, has Company which, during the period of last five failed to repay the deposits accepted by it or pay interest thereon or to redeem any debentures on the due date or pay interest due thereon or pay any dividend declared and such failure to pay or redeem continues for one year or more. L The Candidate should not have been found guilty of any offence consisting of violation of Rules/ Regulations/ Legislative requirements by Customs/ Excise/ Income Tax Authority/ Foreign Exchange/ Other Revenue Authorities. 4.5 Other eligibility Criteria

L Each director must be an individual of high personal and professional integrity and ethical character.

L The candidate should have exhibited behavior that indicates he or she is committed to the highest ethical standards. L The candidate should not deprive the Company of any opportunity that belongs to the Company. L He should not be in a position of diverting the corporate opportunity for own benefits or to others, to the detriment of the Company. L The candidate must not at any time compete with the company in respect of any business transaction. L Each director must possess the ability to exercise sound business judgment on a broad range of issues.

L The candidate has achieved prominence in his or her business, governmental or professional activities , and has built a reputation that demonstrates the ability to make the kind of important and sensitive judgments that the Board is called upon to make.

L The Nomination and Remuneration Committee must be satisfied that the candidate will effectively , consistently and appropriately take into account and balance the legitimate interests and concerns of all of the Company's shareholders and other stakeholders in reaching decisions, rather than advancing the interests of a particular constituency.

L The Nomination and Remuneration Committee must satisfy itself that the candidate will be able to devote and energy to the performance of his or her duties as a Director.

4.6 Fit and Proper Criteria

The Nomination and Remuneration Committee shall undertake a process of Due Diligence based on the criteria of qualifications, technical expertise, track record, integrity etc. The basic objective of ascertaining the fit and proper criteria shall be to put in place an internal supervisory process on a continuing basis and to determine the suitability of the person for appointment / continuing to hold appointment as a Director on the Board of the Company.

The Committee shall undertake such Due Diligence exercise at the time of appointment as well as the time of renewal of the Directorships of the incumbent.

4.7 Criteria For Independence – For Directors to be appointed as Independent Director on Board of the Company

In case of appointment as Independent Director, the person should fulfil the criteria of independence prescribed under the Act, Rules and the Listing Regulations.

5. eligibility Criteria for recommending a candidate at Senior Management

A person proposed to be employed by the Company at Senior

Management shall fulfill the following criterion: a) He / she should be a person of integrity with high level of ethical standards. b) The person should possess adequate qualification, positive attributes, expertise and experience commensurate with the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are position. c) The person should not have been convicted by a court of law of anyoffence, whether involving moral turpitude or otherwise and sentenced in respect thereof to imprisonment for 6 months or more during last 5 years or imprisonment for 7 years or more at any point in time. d) The person should possess requisite qualifications (wherever applicable) as may be prescribed under any law, rules, regulations and Listing Regulations.

6. Removal:

Due to any disqualification mentioned in the Act, Rules or under any other law, rules and regulations, the Committee may recommend to the Board, removal of the concerned Director, KMP or Senior Management personnel from the services of the Company, with the reasons recorded in writing. Such removal of a Director, KMP or Senior Management personnel by the Board shall be subject to the provisions and in compliance of the Act, Rules and any other laws, rules and regulations, as may be applicable.

7. Remuneration Policy

I. Board Level Remuneration Structure

1. For executive Directors (MD and Whole-Time Director)

The remuneration will be paid as approved from time to time subject to the approval of the Board and Shareholders, as the case may be, and as per the applicable provisions of Companies Act, 2013 and under any other Act/ Rules/ Regulations for the time being in force.

2. In case of Non-executive / Independent Directors

Sitting Fees – The Non-Executive/Independent Directors shall sufficienttime be paid sitting fees for attending each meeting of the Board and various Committee/s of Directors. The Sitting Fees may be determined/ revised by the Board of Directors from time to time subject to the overall limits as prescribed under the applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

II. Other than Board Level

Apart from the directors, the remuneration of- - All the KMPs and - Senior Management of the Company shall be determined by the concerned Department of the Company in consultation with the Manager by considering his/her qualification, skills, experience and the relevant policy of the Company.

The remuneration determined for all the above said KMPs and the Senior Personnel shall be in line with the Company's philosophy to provide fair compensation to key - executive officers based on their performance and contribution to the Company and to provide incentives that attract and retain key executives, instill a long-term commitment to the Company, and develop a pride and sense of Company ownership, all in a manner consistent with shareholder interests. Decisions on Annual Increments of above said KMPs and the Senior Personnel shall be decided by the Human Resources Department in consultation with the Manager.

8. Monitoring and evaluation

The Nomination and Remuneration Committee shall evaluate the performance of the Directors and the overall Board broadly on the basis of below mentioned criteria: L Whether the Directors / Board have acted in accordance with the provisions of the Articles of Association of the Company.

L The Committee shall assemble all information regarding a candidate's background and qualifications to determine if the candidate possesses or satisfies the minimum skills and qualifications that a director must possess.

L The Committee shall evaluate a candidate's mix of skills and qualifications and determine the contribution the candidate could be expected to make to the overall functioning of the Board.

L The Committee shall give due consideration to the overall

Board balance of diversity of perspectives, backgrounds and experiences.

L With respect to current directors, the Committee shall consider past attendance at meetings and assess the participation in and contributions to the activities of the Board.

L Whether the Directors / Board have acted in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interests of the Company, its employees, the shareholders, the Community and for the protection of environment.

L Whether the Director / Board has exercised their duties with due and reasonable care, skill and diligence and whether the Director / Board have exercised independent judgment.

L Whether the Director / Board have involved in a situation in which he / they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the

L The Committee shall recommend director to the Board based on its assessment of overall suitability to serve on the Board in accordance with this Policy.

9. Board Diversity

This Board diversity section of the policy sets out the approach to diversity on the Board of the Company. The Committee will consider the benefits of diversity in identifying and recommending persons for Board membership, as well as evaluating the Board and its individual members. Further, the committee will ensure that no person is discriminated against on grounds of religion, race, gender, pregnancy, childbirth or related medical condition, national origin or ancestry, marital status, age, sexual orientation, or any other personal or physical attribute which does not speak to such person's ability to perform as a Board member.

Accordingly, the Committee shall -

L Ensure that the Board comprises of Directors from diversified of knowledge and experience.

L Ensure that the Board should have Directors who can add professionalism and objectivity in the decision making process.

L Ensure that the overall Board should reflect areas like finance, law, accountancy, economics, administration and other disciplines concerning the operational interests of the Company at large.

L Assess the appropriate mix of diversity, skills, experience and expertise required on the Board and assess the extent to which the required skills are represented on the Board.

L Make recommendation to the Board requirements, if any, in relation to diversity on the Board.

CRITeRIA FOR eVALUATION OF PeRFORMANCe OF INDePeNDeNT DIReCTORS OF THe COMPANY

The performance of independent directors shall be evaluated by assigning rating on each parameter.

The rating scale is as under:

Parameters are:

1. Compliance with Article of Association, Companies Act and other Laws.

2. Compliance with ethical standard & code of conduct of company.

3. Rendering independent, unbiased opinion.

4. Attendance & presence in meetings of Board & committees.

5. Attendance & presence in general meetings.

6. Leadership qualities.

7. Qualifications

8. Disclosure of non-independence.

9. Independent view on key appointments & strategy formulation.

10. Objective evaluation of Board's performance

11. Review of integrity of financialinformation . management &risk

12. Safeguard of stakeholders' interests

13. Determination of level of remuneration of KMPs 14. Updation of skills and knowledge 15. Punctuality 16. Information regarding external environment 17. Raising of concerns to the Board

18. Safeguarding interest of whistle-blowers under vigil mechanism 19. Reporting of frauds, violation etc.

20. Team work attributes

21. Safeguard of confidential information

GeNeRAL

This Policy can be amended, modified or revised by the Board from time to time. In case any provisions of this Policy are contrary or inconsistent with the provisions of the Relevant Laws, the provisions of Relevant Laws shall prevail.