To, The Shareholders

The Board of Directors hereby presents its 38^th Director's Report on business and operations of the

Company, along with Standalone Audited Financial Statements for the Financial Year ended on 31^st March, 2023.

1. BACKGROUND

The Company is a Non Deposit Accepting Non-Banking Finance Company ("NBFC"), holding a Certificate of Registration (14.01006) from the Reserve Bank of India ("RBI").

2. STATE OF COMPANY'S AFFAIR

With the expected positive momentum in the Indian economy, the Company is focused on growth and achieving profitability along with a renewed commitment to enhance quality and customer service and to reduce costs. Innovations, investment and positive modifications are expected in the near future, boosting the Company's revenues. Together with forward looking strategy, the Company is also focusing extensively on expanding the business and operational improvements through various strategic projects for operational excellence and cost cutting initiatives.

3. FINANCIAL RESULTS

The Financial performance of the Company for the financial year ended 31^st March, 2023 is summarized below:- (Rs. In Lakhs, except EPS)

4. OPERATIONAL PERFORMANCE

During the period, the company earned total revenue of Rs. 14,12,52,353/- for the year ended 31^st March, 2023 in comparison of Rs. 38,79,59,958.06/- for the year ended 31^st March, 2022. The Company recorded a loss of Rs. 91,90,031 /- during the year ended 31^st March, 2023 against profit of Rs. 8,73,18,252.83/- in previous year ended 31^st March, 2022.

5. DIVIDEND

The Company is planning to expand and thereby would need funds to invest in future projects. Therefore, the Company does not recommend any dividend but the directors are hopeful for better results in enduing future.

6. RESERVES AND SURPLUS

As at the end of the reporting period, in its Reserve and Surplus the Company has a Surplus of Rs. 1,36,48,929/-, Statutory Reserve of Rs. 2,30,29,721/- and General Reserve of Rs. 4,11,218/-.

During the period under review the Company has a loss of Rs. 68,37,926/- in the current Financial Year and hence the Company has not transferred any amount in Statutory Reserve as required under Section 45-IC of RBI Act, 1934 as the company has loss in the current year. The Company has also created a provision of Rs. 2,05,000/- @ 0.25% of Standard Assets.

7. SHARE CAPITAL

During the period under review, the Company has Authorized Share Capital of Rs. 12,00,00,000 (12,00,00,000 shares of Re. 1/- each) and Paid-up Share Capital of Rs. 11,66,00,000 (11,66,00,000 shares of Re. 1/- each).

8. LISTING OF SECURITIES

The Shares of the Company is listed on BSE Limited and Metropolitan Stock Exchange of India Limited.

The Annual listing fees for the Financial Year 2022-23 have been paid to the Stock Exchanges.

9. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiaries, associates and joint venture companies. Hence, the disclosure of particulars with respect to information related to performance and financial position of the Subsidiaries, joint ventures or associate Companies subject to rule 8(1) and 8(5)(iv) of Companies (Accounts) Rules, 2014 is not applicable.

During the period under review, the Company doesn't have any branch office.

The Company has neither invited nor accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was payable or outstanding as on 31^st March, 2023. The Company has neither accepted nor renewed any deposits falling under Chapter V of Companies Act, 2013.

12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

The particulars of every contract or arrangements entered into by the Company, if any, with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form AOC -2 as Annexure I.

During the period under review the Board of Directors of the Company was duly constituted.

None of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013.

LIST OF DIRECTORS AS ON 31^ST MARCH, 2023:

The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. During the year under review, 5 (Five) Board Meetings, 4 (Four) Audit Committee Meetings, 2 (Two) Nomination

& Remuneration Committee Meetings, 1 (One) Shareholder's Grievance Committee Meeting, 1 (One)

Internal Complaints Committee Meeting, 2 (Two) Risk Management Committee Meeting and 1 (One) Independent Directors Meeting were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e. the maximum interval between any two Board meetings did not exceed 120 days.

a) AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Companies Act, 2013, the primary objective of the audit committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurately and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Board has accepted all the recommendations proposed by audit committee during the Financial Year.

In compliance with provisions of 178(1) of the Companies Act, 2013, the purpose of the committee is to screen and review individuals qualified to serve as executive directors, non-executive directors and independent directors and to review their remuneration, consistent with criteria approved by the Board, and to recommend, for approval by the Board of the Board.

In compliance with provisions of 178(5) of the Companies Act, 2013, the purpose of the committee is to assist the Board and the Company in maintaining healthy relationships with all stakeholders.

The Board of Directors has constituted Internal Complaints Committee pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the purpose of adhering the Complaints of employees regarding Sexual Harassment.

The composition of Internal Complaints Committee of the Company is as follows:

The Board of Directors has constituted Risk Management Committee pursuant to RBI Circular DOR.CRE.REC. No.60/03.10.001/2021-22 dated October 22, 2021.

The composition of Risk Management Committee of the Company is as follows:

The Independent Directors have submitted their declarations of independence, as required pursuant to provisions of section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. All new independent directors inducted into the Board attend an orientation program. Presentations are regularly made at the meetings of the Board and its various Committees on the relevant subjects. The details of programs for familiarization of Independent

Directors can be accessed on the Company's website.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013, the Directors hereby confirm that:

1.) in the preparation of annual financial statements for the Financial Year ended 31^st March, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2.) 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 Companies as at 31^st March, 2023 and of the profit/loss of the Company for the period ended on that date;

3.) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4.) the Directors have prepared the annual financial statements on a going concern basis;

5.) the Directors have laid down proper internal financial controls to be followed by the company and such internal financial control were adequate and were operating effectively; and

6.) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Pursuant to Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Krishan Rakesh & Co., Chartered Accountants, (Firm Registration No 009088N) Statutory Auditors of the Company had been appointed by the members at the Thirty Fifth Annual General Meeting to hold office for a period of 5 years from the date of such meeting held on December 30, 2020.

The Audit Report submitted by Statutory Auditor on Annual Standalone Financial Statement for the Financial Year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer. The notes to the accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments. The Auditors have also not reported any matter under Section 143(12) of the Companies Act, 2013.

In terms of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. GA & Associates, Company Secretaries LLP as Secretarial Auditor of the Company for the financial year 2022-23. Secretarial audit report as provided by M/s. Grover Ahuja & Associates, Company Secretaries is also annexed to this Report, in the prescribed Form MR-3, as

"Annexure-II".

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's for the FY 2022-23.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has appointed M/s Ghanshyam Gupta & Co., Chartered Accountant, as an Internal Auditor of the Company to conduct the internal audit of the Company for the financial year 2022-23.

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements) Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not be mandatory, for the time being, in respect of the following class of companies: A. The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year; B. The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Company's paid-up share capital exceeded the prescribed threshold limits therefore, Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are applicable on the Company.

The Corporate Governance Report of the company has been annexed as "Annexure- III".

SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of Director on various parameters such as:

A. Board dynamics and relationship B. Information flows

C. Decision-making

D. Relationship with stakeholders E. Company performance and strategy F. Tracking Board and committee's effectiveness G. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Shareholders Grievance Committee and Internal Complaints Committee. In respect of the above mentioned Evaluation framework, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its Committees, execution and performance of specific roles, duties, obligations and governance. The performance evaluation of Committees, Executive Directors, Non- Executive Directors and Independent Directors was completed. The Performance evaluation of the Chairman, Non-Executive Directors & Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process carried out and their own performance evaluation too known as "Self-Assessment".

Your Company is exempt from the provisions of Section 186 of the Companies Act, 2013.

The Annual Return in Form MGT-7 of the Company for the Financial Year 2022-23 has been uploaded on the website of the Company and the same can be accessed by clicking on following link: https://www.bclenterprisesltd.in/annual-returns.

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

There have been no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this annual report.

There has been no change in nature of business during the financial year under review.

Your Company is in compliance with all the applicable Secretarial Standards as specified by the Institute of Company Secretaries of India.

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

(i). The ratio of remuneration of each director to the median remuneration of the employees of the employees of the Company for the financial year 2022-23:

(ii). There has been 4.59% decrease in the remuneration of Chief Financial Officer in the Financial Year 2022-23. (iii). There has been an increase of 41.18% in the median remuneration of employees in the Financial Year 2022-23. (iv). The total number of permanent employees on the rolls of the Company during the Financial Year 2022-23 was 05.

(v). There has been 26.19% increase in the average salaries of employees. The same cannot be compared with the percentile increase in the managerial remuneration since no remuneration is being paid to managerial personnel. The total remuneration paid to employees for the Financial Year 2022-23 is Rs. 19,40,244 /- as compared to Rs. 21,52,244/- in the Financial Year 2022-23. (vi). The Company affirms that remuneration given is as per the remuneration policy of the Company.

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure IV.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

No Directors/employees of the Company was in receipt of amount exceeding a salary of Rs. 8,50,000/- per month or more when employed for a part of the financial year and Rs. 1,02,00,000/- per annum or more when employed for whole of the year, under the provision of Rule 5 (2) & (3) of the Companies (Appointment And Remuneration) Rules, 2014, as amended from time to time.

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nature this asset. The company has kept a sharp focus on Employee Engagement.

The Company's Human Resources is commensurate with the size, nature and operation of the Company. It looks at the employee's entire life cycle, to ensure timely interventions and help build a long-lasting and fruitful career.

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company viz. http://www.bclenterprisesltd.in/ The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance.

The Board confirms that no complaints/ cases has been filed / pending with the Company under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the Financial Year 2022-23. Further an Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment. All employees (permanent, contractual temporary, trainees) are covered under this policy.

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 was applicable as Company was covered under the criteria mentioned in Section 135(1) of the Companies Act, 2013. The CSR Report of the company has been attached as "Annexure-V".

During the year under review, the Company has no Employee's Stock Options schemes.

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March 2023 and is annexed as "Annexure- VI" of this Annual Report for the reference of the stakeholders.

The Company's internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Company's internal controls, including its systems and processes and compliance with regulations and procedures.

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, are not applicable to the Company. During the year under review, the Company had no earnings and expenditure in foreign exchange.

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

During the year under review, there has been no one time settlement of loans taken from banks and Financial Institutions.

Yours Directors would like to express their grateful appreciation for assistance and cooperation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, staff and workers of the Company at all levels.