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BLB Limited — AGM Information 2025
Jul 25, 2025
62244_rns_2025-07-25_7806aedc-e3de-4ae8-b04c-8bbb3e238f28.pdf
AGM Information
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Digitally signed by NISHANT GARUD Date: 2025.07.25 12:48:31 +05'30'
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NISHANT
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GARUD
BLB LIMITED
BLB LIMITED
CIN: L67120DL1981PLC354823 Regd. Office: H. No. 4760-61/23, 3rd Floor, Ansa�i Road, Da�yaganj, New Delhi - 110002 Website: www.blblimited.com; E-mail: [email protected]; Tel: 011 49325600
NOTICE
NOTICE IS HEREBY GIVEN THAT THE 44TH ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY WILL BE HELD AT 11:30 A.M. (IST) ON MONDAY, AUGUST 18, 2025 THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) FACILITY TO TRANSACT THE FOLLOWING BUSINESSES:
ORDINARY BUSINESSES:
To consider and, if thought fit, pass the following resolutions as Ordina�y Resolutions :
1. To receive, consider, approve and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2025 including the Auditors Repo�t thereon and Directors' Repo�t.
“RESOLVED THAT audited Financial Statements of the Company for the financial year ended March 31, 2025 including Balance Sheet as on March 31, 2025, Statement of Profit and Loss for the year ended and Cash Flow Statement for the year ended on that date along with Independent Auditors' Repo�t thereon and Directors' Repo�t of the Company be and are hereby received, considered, approved and adopted.”
2. To appoint a Director in place of Sh. Anshul Mehra (DIN: 00014049) who retires by rotation and being eligible, offers himself for re-appointment.
“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and the �ules made thereunder (including any statuto�y modification(s) or reenactment thereof), Sh. Anshul Mehra (DIN: 00014049) who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company.”
SPECIAL BUSINESSES:-
3. To consider and approve the appointment of Sh. Deepak Sh�ivastava (DIN: 07231480) as a NonExecutive Director of the Company.
To consider and, if thought fit, pass the following resolution as an Ordina�y Resolution:
"RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statuto�y modifications or re-enactment(s) thereof, for the time being in force), Secu�ities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the A�ticles of Association of the Company, Sh. Deepak Sh�ivastava (DIN:07231480), who based on the recommendation of the Nomination and Remuneration Committee was appointed by the Board of Directors as an Additional (Non-Executive) Director with effect from May 20, 2025 and who holds office upto the date of the ensuing Annual General Meeting of the Company in te�ms of Section 161 of the Act, and being eligible, and in respect of whom the Company has also received a notice in w�iting under Section 160(1) of the Act from a member proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Non-Executive Director of the Company and that he shall be liable to retire by rotation.
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RESOLVED FURTHER THAT the Board of Directors and/or the Company Secreta�y of the Company, be and is hereby autho�ised to do all such acts, deeds, matters and things as may be considered necessa�y or desirable to give effect to this resolution and matters incidental thereto .”
4. To consider and approve the appointment of Sh. Dinesh Rajvanshi (DIN: 11195148) as an Independent Director of the Company.
To consider and, if thought fit, pass the following resolution as a Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules made thereunder, read with Schedule IV of the Act and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) (including any statuto�y modification(s) or re-enactment thereof for the time being in force) and on the basis of the recommendation of the Nomination and Remuneration Committee in te�ms of Nomination and Remuneration policy and the Board of Directors and in respect of whom the Company has received a notice in w�iting from a member of the Company under Section 160 of the Act proposing his candidature for the office of the Independent Director of the Company and who has submitted a declaration that he meets the c�ite�ia of independence under Section 149(6) of the Act and SEBI (LODR) Regulations and is not deba�red from holding the office of director by vi�tue of any SEBI order or any other such autho�ity and who is eligible for appointment, Sh. Dinesh Rajvanshi (DIN: 11195148) be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a te�m of five years (5) from August 18, 2025 till August 17, 2030.
RESOLVED FURTHER THAT the Board of Directors and/ or Company Secreta�y of the Company be and is hereby autho�ized to finalize and issue the letter of appointment to the conce�ned director and to do all such acts, deeds and things as may be necessa�y, expedient and desirable for the purpose of giving effect to this resolution. ”
5. To consider and approve the appointment of M/s. Meenu S. & Associates, Practicing Company Secreta�ies as Secreta�ial Auditor of the Company
To consider and, if thought fit, pass the following resolution as an Ordina�y Resolution:
“RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013, and Rule 9 of the Companies (Appointment and Remuneration of Manage�ial Personnel) Rules, 2014, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statuto�y modification(s) or re-enactment(s) thereof for the time being in force and based on the recommendation of the Audit Committee and approval of the Board of Directors of the Company, M/s. Meenu S. & Associates, (FRN: S2021UP805000) (Peer Review Ce�tificate No. 2613/2022), be and is hereby appointed as the Secreta�ial Auditors of the Company, for a te�m of five (5) consecutive financial years commencing from Ap�il 01, 2025 till March 31, 2030, at a remuneration of Rs. 1,50,000./- (Rupees One Lac Fifty Thousand only) plus applicable taxes and out of pocket expenses, if any, for the financial year 2025-26.
RESOLVED FURTHER THAT the Board of Directors, based on the recommendation of the Audit Committee, be and is hereby autho�ised to finalize the other te�ms and conditions for the entire te�m of the said Secreta�ial Auditors including remuneration of the Secreta�ial Auditors for the remaining tenure.
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution the Board (including the Audit Committee or any other person(s) autho�ised by the Board in this regard), be and are hereby autho�ised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem
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necessa�y or desirable for such purpose including but not limited to dete�mination of roles and responsibilities/ scope of work of the Secreta�ial Auditors, negotiating, finalizing, amending, signing, delive�ing, executing, the te�ms of appointment including any contracts or documents in this regard, without being required to seek any fu�ther consent or approval of the members of the Company.”
6. To consider and approve amendment in A�ticles of Association of the Company
To consider and, if thought fit, pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 and the �ules made thereunder (including any statuto�y modification(s), amendments thereto or re-enactment thereof, the circulars, notifications, regulations, �ules, guidelines, if any, issued by the Gove�nment of India, for the time being in force), the A�ticles of Association of the Company and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and other applicable laws, �ules and regulations, guidelines, the approval of the members of the Company be and is hereby accorded to approve the altered/ amended A�ticles of Association by substituting the existing A�ticle 78(b) and A�ticle 81 with the following new A�ticle 78(b) and A�ticle 81, as reproduced below:
A�ticle 78(b)
The managing Director or the Managing Directors, or whole-time Director or whole-time Directors, while he or they continue to hold that office shall, subject to the provisions of the Act, be Directors, whose pe�iod of office is liable to dete�mination by retirement by rotation but he or they shall ipso- facto cease to be Managing Director or Managing Directors or whole-time Director or whole-time Directors if he or they cease to hold office of a Director for any cause. For the purpose of this A�ticle a Managing or whole- time Director shall not be understood to have ceased to hold office of Managing or whole-time Director if, being required to retire as a Director he retires and is re-appointed.
A�ticle 81
Subject to the provisions of Section 152 of the Act at eve�y Annual General Meeting, one third of such of the Directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office.
The Directors to retire by rotation at eve�y Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who become Directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves, be dete�mined by lot. A reti�ing Director shall be eligible for re- election.
RESOLVED FURTHER THAT the Board of Directors of the Company and/ or Company Secreta�y of the Company be and is hereby autho�ized to do all such fu�ther acts, deeds, things and execute all such documents, inst�uments and w�itings as may be required to take all such actions as may be required to give effect to the above said resolution. ”
7. To consider and approve amendment to the te�ms of appointment of Sh. Anshul Mehra (DIN: 00014049) Executive Director of the Company
To consider and, if thought fit, pass the following resolution as a Special Resolution:
“RESOLVED THAT in pa�tial modification to the special resolution (item no. 5) passed by the members of Company in the 43rd Annual General Meeting held on September 26, 2024 and in te�ms of provisions
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contained in Sections 152, 196, 197, 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the �ules framed thereunder and SEBI (LODR) Regulations, 2015, including any statuto�y modifications or re-enactment thereof, and based on the recommendations of the Nomination & Remuneration Committee and Board of Directors of the Company in their meeting held on July 22, 2025 and A�ticles of Association of the Company, the te�ms of appointment of Sh. Anshul Mehra (DIN: 00014049), who was re-appointed as Executive Director of the Company for a te�m of three (3) years with effect from August 1, 2025 and whose office was not liable to retire by rotation are hereby amended and he shall be with effect from July 22, 2025 be liable to retire by rotation and all other te�ms and conditions of his appointment will however remain same to the extent approved by the members of the Company.
RESOLVED FURTHER THAT the Board of Directors of the Company and/ or Company Secreta�y of the Company be and is hereby autho�ized to do all such fu�ther acts, deeds, things and execute all such documents, inst�uments and w�itings as may be required to take all such actions as may be required to give effect to the above said resolution. ”
8. To consider and approve amendment to the te�ms of appointment of Sh. B�ij Rattan Bag�i (DIN: 00007441) Chai�man and Managing Director of the Company and increase in the remuneration limit of Sh. B�ij Rattan Bag�i (DIN: 00007441) Chai�man and Managing Director of the Company
To consider and, if thought fit, pass the following resolution as a Special Resolution:
“RESOLVED THAT in pa�tial modification to the special resolution (item no. 6) passed by the members of Company in the 43rd Annual General Meeting held on September 26, 2024 and in te�ms of provisions contained in Sections 152, 196, 197, 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the �ules framed thereunder and Regulation 17(6)(e) of SEBI (LODR) Regulations, 2015, including any statuto�y modifications or re-enactment thereof, and based on the recommendations of the Nomination & Remuneration Committee, in te�ms of Nomination and Remuneration policy and Board of Directors of the Company and A�ticles of Association of the Company, the te�ms of appointment of Sh. B�ij Rattan Bag�i (DIN: 00007441), who was designated and appointed as Chai�man and Managing Director of the Company for a te�m of three (3) years with effect from September 26, 2024 and whose office was not liable to retire by rotation are hereby amended and he shall be with effect from July 22, 2025, be liable to retire by rotation and the consent of the members of the Company be and is hereby also accorded for an increase in the payment of remuneration of Sh. B�ij Rattan Bag�i (DIN: 00007441), Chai�man and Managing Director of the Company, upto Rs. 2.00 Crores per annum w.e.f. September 1, 2025 upto his remaining tenure of his present te�m of appointment, notwithstanding that such remuneration may exceed the limits presc�ibed under Section 197 read with Schedule V of the Act.
RESOLVED FURTHER THAT consent of the members be and is hereby accorded pursuant to the Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for payment of aggregate annual remuneration paid / payable to the Executive Directors of the Company who are promoter or members of promoter group upto Rs. 5.00 Crores or 2.5% per cent of the net profits of the Company calculated as per Section 198, whichever is higher and other applicable provisions of the Companies Act, 2013.
RESOLVED FURTHER THAT the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company to pay the remuneration to Sh. B�ij Rattan Bag�i within the overall limit of Rs. 2.00 Crores per annum (gross) upto remaining pe�iod of his present te�m of appointment and in the event of loss or inadequacy of profits in any year du�ing his tenure the aforesaid remuneration and
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perquisites shall be minimum remuneration subject to the compliance of Schedule V of the Companies Act, 2013.
RESOLVED FURTHER THAT all other te�ms and conditions for appointment of Sh. B�ij Rattan Bag�i as Chai�man and Managing Director as approved by the members at the 43rd AGM held on September 26, 2024 shall remain unchanged.
RESOLVED FURTHER THAT the Board of Directors of the Company and/ or Company Secreta�y of the Company be and are hereby severally and/or jointly autho�ized to do all such acts and take all such steps as may be necessa�y, proper or expedient to give effect to this resolution."
By order of the Board of Directors of BLB Limited Sd/Nishant Ga�ud Company Secreta�y M. No. A35026
Date : July 22, 2025 Place : New Delhi
Registered Office:
H. No. 4760-61/23. 3rd Floor, Ansa�i Road, Da�yaganj, New Delhi- 110002 CIN: L67120DL1981PLC354823 Website: www.blblimited.com E-mail: [email protected] Tel.: 011- 49325600
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IMPORTANT NOTES :
1. An explanato�y statement pursuant to the provisions of Section 102(1) of the Companies Act, 2013 (the 'Act'), read with the relevant �ules made thereunder, setting out the mate�ial facts and reasons in respect of item nos. 3 to 8 of this Notice of AGM ('Notice'), is annexed herewith.
The Minist�y of Corporate Affairs (“MCA”), vide its General circular nos. 14/2020 dated Ap�il 8, 2020, 17/2020 dated Ap�il 13, 2020, and 09/2024 dated September 19, 2024 (collectively “MCA Circulars”) and Secu�ities and Exchange Board of India (“SEBI”) vide its circular nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 (collectively “SEBI Circulars”), have pe�mitted companies to conduct AGM through VC or other audio visual means, subject to compliance of va�ious conditions mentioned therein.
In compliance with the aforesaid MCA and SEBI Circulars, applicable provisions of the Companies Act, 2013 and Rules made thereunder, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”), the 44th AGM of the Company is being convened and conducted through Video Conferencing (VC) or Other Audio Visual Means (OAVM).
The Registered Office of the Company shall be deemed to be the venue for the AGM.
2. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC/ OAVM FACILITY, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH.
ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE.
3. Details of Directors reti�ing by rotation/ seeking re-appointment at this Meeting pursuant to Regulation 36 SEBI Listing Regulations read with the applicable provisions of Secreta�ial Standard-2 issued by the ICSI are provided in the “Annexure” to the Notice.
Dispatch of Annual Repo�t through electronic mode:
4. In compliance with the MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Repo�t 2024-25 are being sent only through electronic mode to those Members whose e-mail address is registered with the Company/ Registrar and Transfer Agent/ Deposito�y Pa�ticipants/ Deposito�ies.
Members may note that the Notice and Annual Repo�t 2024-25 will also be available on the Company's website www.blblimited.com, websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively.
Also, pursuant to Regulation 36(1)(b), a letter providing the web-link for accessing the Annual repo�t, including the exact path, will be sent to those members who have not registered their email address with the Company.
5. For receiving all communication (including Annual Repo�t) from the Company electronically:
- a) Members holding shares in demate�ialized mode are requested to register / update their e-mail address with the relevant Deposito�y Pa�ticipant.
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- b) The process to be followed for registration/ updation of e-mail address by Members holding shares in physical mode, is in this Notice.
Procedure for joining the AGM through VC / OAVM:
6. The Company has appointed National Secu�ities Deposito�ies Limited (“NSDL”) for providing facility for voting through remote e-Voting, for pa�ticipation in the 44th AGM through VC/ OAVM Facility and e-Voting du�ing the AGM.
7. Members may join the 44th AGM through VC/ OAVM facility by following the procedure as mentioned below which shall be kept open for the Members 30 minutes before the time scheduled to sta�t the AGM and the Company may close the window for joining the VC/ OAVM facility after 30 minutes of the commencement of the AGM.
8. Members may note that the VC/ OAVM Facility, provided by NSDL, allows pa�ticipation of 1,000 and more Members on a first-come-first-se�ved basis.
The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, Directors, key manage�ial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors, etc. can attend the AGM without any rest�iction on account of first-come-first-se�ved p�inciple.
9. Attendance of the Members pa�ticipating in the 44th AGM through VC/ OAVM Facility shall be counted for the purpose of reckoning the quo�um under Section 103 of the Act.
Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Secreta�ial Standard on General Meetings (SS-2) issued by the Institute of Company Secreta�ies of India (“ICSI”) and Regulation 44 of Listing Regulations read with MCA Circulars and SEBI Circular, the Company is providing remote e-Voting facility to its Members in respect of the business to be transacted at the 44th AGM and facility for those Members pa�ticipating in the AGM to cast vote through e-Voting system du�ing the AGM.
10. Inst�uctions for Members for remote e-voting and joining general meeting are as under:-
The remote e-voting pe�iod begins on F�iday, August 15, 2025 at 09:00 a.m. (IST) and ends on Sunday, August 17, 2025 at 05:00 p.m. (IST).
The remote e-voting module shall be disabled by NSDL for voting thereafter .
The Members, whose names appear in the Register of Members/ Beneficial Owners as on the record date (cut-off date) i.e. Monday, August 11, 2025, may cast their vote electronically.
The voting �ight of shareholders shall be in propo�tion to their share in the paid-up equity share capital of the Company as on the cut-off date, being August 11, 2025.
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
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A) Login method for e Voting and joining vi�tual meeting for Individual shareholders holding secu�ities in demat mode
- In te�ms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding secu�ities in demat mode are allowed to vote through their demat account maintained with Deposito�ies and Deposito�y Pa�ticipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding secu�ities in demat mode is given below
| Type of shareholders | Login Method | Login Method |
|---|---|---|
| Individual Shareholders holding secu�ities in demat mode with NSDL |
1. 2. 3. 4. |
F o r O T P b a s e d l o g i n y o u c a n c l i c k o n https://ese�vices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Ve�ification code and generate OTP. Enter the OTP received on registered email id/ mobile number and click on login. After successful authentication, you will be redirected to NSDL Deposito�y site wherein you can see e-Voting page. Click on company name or e-Voting se�vice provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote du�ing the remote e-Voting pe�iod. Existing IDeAS user can visit the e-Se�vices website of NSDL Viz. https://ese�vices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Se�vices home page click on the “Beneficial Owne�” icon under “Login” which is available under 'IDeAS' section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting se�vices under Value added se�vices. Click on “Access to e-Voting” under e- Voting se�vices and you will be able to see e-Voting page. Click on company name or e-Voting se�vice provider i.e. NSDL and you will be re- directed to e-Voting website of NSDL for casting your vote du�ing the remote e-Voting pe�iod or joining vi�tual meeting & voting du�ing the meeting. If you are not registered for IDeAS e-Se�vices, option to register is available athttps://ese�vices.nsdl.com.Select “Register Online for I D e A S P o �t a l ” o r c l i c k a t https://ese�vices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under 'Shareholder/Membe�' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Ve�ification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Deposito�y site wherein you can see e-Voting page. Click on company name or e-Voting se�vice provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote du�ing the remote e- Voting pe�iod or joining vi�tual meeting & voting du�ing the meeting. |
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- Shareholders/ Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting expe�ience.
NSDl Mobile App is available on
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Individual Shareholders 1. Users who have opted for CDSL Easi/ Easiest facility, can login through holding secu�ities in their existing user id and password. Option will be made available to demat mode with CDSL reach e-Voting page without any fu�ther authentication. The users to login Easi/ Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi use�name & password.
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After successful login the Easi/ Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the info�mation provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting se�vice provider for casting your vote du�ing the remote e-Voting pe�iod or joining vi�tual meeting & voting du�ing the meeting. Additionally, there is also links provided to access the system of all e-Voting Se�vice Providers, so that the user can visit the e-Voting se�vice providers' website directly.
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If the user is not registered for Easi/ Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
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Alte�natively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Se�vice Providers.
Individual Shareholders You can also login using the login credentials of your demat account through (holding secu�ities in your Deposito�y Pa�ticipant registered with NSDL/CDSL for e-Voting facility. d e m a t m o d e ) l o g i n Upon logging in, you will be able to see e-Voting option. Click on e-Voting through their deposito�y option, you will be redirected to NSDL/ CDSL Deposito�y site after successful pa�ticipants authentication, wherein you can see e-Voting feature. Click on company name or e-Voting se�vice provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote du�ing the remote e-Voting pe�iod or joining vi�tual meeting & voting du�ing the meeting.
Impo�tant note: Members who are unable to ret�ieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding secu�ities in demat mode for any technical issues related to login through Deposito�y i.e. NSDL and CDSL.
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| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding secu�ities in demat mode withNSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at 022 - 4886 7000 |
| Individual Shareholders holding secu�ities in demat mode withCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at toll free no. 1800-21-0911 |
- B) Login Method for e-Voting and joining vi�tual meeting for shareholders other than Individual shareholders holding secu�ities in demat mode and shareholders holding secu�ities in physical mode.
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login”which is available under ‘hareholder/ Membe�’section.
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A new screen will open. You will have to enter your User ID, your Password/ OTP and a Ve�ification Code as shown on the screen.
Alte�natively, if you are registered for NSDL ese�vices i.e. IDEAS, you can log-in at https://ese�vices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL ese�vices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically
- Y our User ID details are given below
Manner of holding shares i.e. Demat Your User ID is: (NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID demat account with NSDL. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. b) For Members who hold shares in 16 Digit Beneficia�y ID demat account with CDSL. For example if your Beneficia�y ID is 12** then your user ID is 12** c) For Members holding shares in EVEN Number followed by Folio Number registered with Physical Fo�m. the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001**
- Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to ret�ieve the ‘initial password’ which was communicated to you. Once you ret�ieve your ‘initial password’ you need to enter the ‘initial password’ and the system will force you to change your password.
-
c) How to ret�ieve your ‘initial password’
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical fo�m. The .pdf file contains your ‘ser ID’and your ‘nitial password’
-
(ii) If your email If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
-
- If you are unable to ret�ieve or have not received the “Initial password”or have forgotten your password: a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
-
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/ folio number, your PAN, your name and your registered address etc.
-
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL
-
After ente�ing your password, tick on Agree to “Te�ms and Conditions”by selecting on the check box.
-
Now, you will have to click on “Login”button.
-
After you click on the “Login”button, Home page of e-Voting will open.
- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.
- How to cast your vote electronically and join General Meeting on NSDL e Voting system?
-
After successful login at Step 1, you will be able to see all the companies “EVEN”in which you are holding shares and whose voting cycle and General Meeting is in active status.
-
Select “EVEN”of company for which you wish to cast your vote du�ing the remote e-Voting pe�iod and casting your vote du�ing the General Meeting. For joining vi�tual meeting, you need to click on “VC/OAVM”link placed under “Join Meeting”
-
Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting approp�iate options i.e. assent or dissent, ve�ify/modify the number of shares for which you wish to cast your vote and click on “Submit”and also “Confi�m” when prompted.
-
Upon confi�mation, the message “Vote cast successfully”will be displayed.
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You can also take the p�intout of the votes cast by you by clicking on the p�int option on the confi�mation page.
-
Once you confi�m your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Fo�mat) of the relevant Board Resolution/ Autho�ity letter etc. with attested specimen signature of the duly autho�ized signato�y(ies) who are autho�ized to vote, to the Sc�utinizer by e-mail to meenu.sha�[email protected] or csmeenusha�[email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/ Power of Atto�ney/ Autho�ity Letter etc. by clicking on "Upload Board Resolution/ Autho�ity Lette�" displayed under "e-Voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the co�rect password. In such an event, you will need to go through the “Forgot User Details/ Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any que�ies, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre - Senior Manager, NSDL at designated e-mail Id: [email protected].
Process for those shareholders whose email ids are not registered with the deposito�ies for procu�ing user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share ce�tificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by e-mail to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficia�y ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding secu�ities in demat mode, you are -
requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining vi�tual meeting for Individual shareholders holding secu�ities in demat mode .
-
Alte�natively shareholder/members may send a request to [email protected] for procu�ing user id and password for e-voting by providing above mentioned documents.
-
In te�ms of SEBI circular on e-Voting facility provided by Listed Companies, Individual shareholders holding secu�ities in demat mode are allowed to vote through their demat account maintained with
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Deposito�ies and Deposito�y Pa�ticipants. Shareholders are required to update their mobile number and e-mail ID co�rectly in their demat account in order to access e-Voting facility.
The inst�uctions for members for e-voting on the day of the AGM are as under:-
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The procedure for e-Voting on the day of the AGM is same as the inst�uctions mentioned above for remote e-voting.
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Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are othe�wise not ba�red from doing so, shall be eligible to vote through e-Voting system in the AGM.
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Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
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The details of the person who may be contacted for any g�ievances connected with the facility for e- Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
Inst�uctions for members for attending the AGM through VC/OAVM are as under:
-
Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may ret�ieve the same by following the remote e-Voting inst�uctions mentioned in the notice to avoid last minute �ush.
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Members are encouraged to join the Meeting through Laptops for better expe�ience.
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Fu�ther Members will be required to allow Camera and use Inte�net with a good speed to avoid any disturbance du�ing the meeting.
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Please note that Pa�ticipants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may expe�ience Audio/ Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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Shareholders who would like to express their views/ have questions may send their questions in advance mentioning their name demat account number/ folio number, e-mail id, mobile number at [email protected] at least 7 days before the meeting. The same will be replied by the Company suitably.
11. Other info�mation for Members:
-
a. The voting �ights of Members shall be in propo�tion to their share in the paid up equity share capital of the Company as on the cut-off date of August 11, 2025.
-
b. Any person, who acquires shares of the Company and becomes Member of the Company after the Company sends the Notice of the 44th AGM by e-mail and holds shares as on the cut-off date i.e. August 11, 2025, may obtain the User ID and password by sending a request to the Company's e-
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mail address [email protected]. However, if you are already registered with NSDL for remote e- Voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/ Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com.
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c. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the deposito�ies as on the cut-off date only shall be entitled to avail the facility of remote e-Voting or casting vote through e-Voting system du�ing the meeting.
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d. Ms. Meenu Sha�ma, Practicing Company Secreta�y, (Membership No. FCS 10882) Prop�ietor M/s. Meenu S & Associates, Company Secreta�ies in Practice have been appointed as the Sc�utinizer to sc�utinize the remote e-Voting process and casting vote through the e-Voting system du�ing the meeting in a fair and transparent manner.
-
th
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e. Du�ing the 44 AGM, the Chai�man shall, after response to the questions raised by the Members in advance or as a speaker at the 44th AGM, fo�mally propose to the Members pa�ticipating through VC/OAVM Facility to vote on the resolutions as set out in the Notice of the 44th AGM and announce the sta�t of the casting of vote through the e-Voting system. After the Members pa�ticipating through VC/OAVM Facility, eligible and interested to cast votes, have cast the votes, the e-Voting will be closed with the fo�mal announcement of closure of the 44th AGM.
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f. The Sc�utinizer shall after the conclusion of e-Voting at the AGM, first download the votes cast at the AGM and thereafter unblock the votes cast through remote e-Voting and shall make a consolidated sc�utinize�'s repo�t of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been ca��ied or not, and such Repo�t shall then be sent to the Chai�man or a person autho�ized by him, within 2 working days from the conclusion of the 44th AGM, who shall then countersign and declare the result of the voting fo�thwith.
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g. The Results declared along with the repo�t of the Sc�utinizer shall be placed on the website of the Company at www.blblimited.com and on the website of NSDL at www.evoting.nsdl.com immediately after the declaration of Results by the Chai�man or a person autho�ized by him. The results shall also be immediately fo�warded to the National Stock Exchange of India Limited and BSE Limited.
- th
12. Pursuant to the MCA Circulars and SEBI Circular the Notice of the 44 AGM and the Annual Repo�t for the year 2025 including therein the Audited Financial Statements for year 2025, are being sent only by e-mail to the Members of the Company as on F�iday, July 18, 2025. Therefore, those Members, whose e-mail address is not registered with the Company or with their respective Deposito�y Pa�ticipant/s, and who wish to receive the Notice of the 44th AGM and the Annual Repo�t for the year 2025 and all other communication sent by the Company, from time to time, can get their email address registered by following the steps as given below:-
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a. For Members holding shares in physical fo�m, please send scan copy of a signed request letter mentioning your folio number, complete address, email address to be registered along with scanned self-attested copy of the PAN and any document (such as D�iving License, Passpo�t, Bank Statement, AADHAR) suppo�ting the registered address of the Member, by email to the Company's email address [email protected].
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b. For the Members holding shares in demat fo�m, please update your e-mail address through your respective Deposito�y Pa�ticipant/(s).
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13. The Notice of the 44th AGM and the Annual Repo�t for the year 2025 including therein the Audited Financial Statements for the year 2024-25, will be available on the website of the Company at www.blblimited.com and the website of National Stock Exchange of India Limited at www.nseindia.com and BSE Limited at www.bseindia.com. The Notice of AGM will also be available on the website of NSDL at www.evoting.nsdl.com. Any member/s requi�ing the hard copy of Annual Repo�t may w�ite to us at [email protected] or send a duly signed request in o�iginal at the registered office of the Company.
14. The Register of Directors and Key Manage�ial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or A�rangements in which the Directors are interested, maintained under Section 189 of the Act, and the relevant documents refe�red to in the Notice and explanato�y statement will be available electronically for inspection by the members du�ing the AGM. All documents refe�red to in the Notice will also be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an e-mail to [email protected].
15. Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Autho�ity (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a pe�iod of seven years from the due date is required to be transfe�red to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Gove�nment. No unpaid divided was required to be transfe�red to IEPF Autho�ity in the FY 2024-25.
16. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) do�mant for long. Pe�iodic statement of holdings should be obtained from the conce�ned Deposito�y Pa�ticipant and holdings should be ve�ified from time to time.
17. As mandated by the Secu�ities and Exchange Board of India (“SEBI”), secu�ities of the Company can be transfe�red / traded only in demate�ialised fo�m. Members holding shares in physical fo�m are advised to avail the facility of demate�ialisation.
No�ms for fu�nishing of PAN, KYC, Bank details and Nomination:
18. Effective Ap�il 1, 2024, SEBI has mandated that the shareholders, who hold shares in physical mode and whose folios are not updated with any of the KYC details [viz., (i) PAN (ii) Choice of Nomination (iii) Contact Details (iv) Mobile Number (v) Bank Account Details and (vi) Signature], shall be eligible to get dividend only in electronic mode. Fu�ther, Members who hold shares in physical fo�m and whose folios are not updated with any of the above details, shall be eligible to get dividend only in electronic mode with effect from Ap�il 1, 2024. SEBI has introduced Fo�m ISR - 1 along with other relevant fo�ms to lodge any request for registe�ing PAN, KYC details or any change/ updation thereof. In te�ms of the aforesaid SEBI Circular, any se�vice requests or complaints received from the member, are not processed by RTA till the aforesaid details/ documents are provided to RTA.
19. Members may also note that SEBI vide its Circular dated Janua�y 25, 2022 has mandated listed companies to issue secu�ities in demate�ialized fo�m only while processing se�vice requests viz. Issue of duplicate secu�ities ce�tificate; claim from unclaimed suspense account; renewal/ exchange of secu�ities ce�tificate; endorsement; sub-division/ splitting of secu�ities ce�tificate; consolidation of secu�ities ce�tificates/folios; transmission and transposition. In view of the same and to eliminate all �isks associated with physical shares and avail va�ious benefits of demate�ialization, Members are advised to demate�ialize the shares held by them in physical fo�m. Accordingly, Members are requested to make se�vice requests by submitting a duly filled and signed Fo�m ISR–4 & ISR–5, as the case maybe.
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20. SEBI has introduced a Common Online Dispute Resolution Po�tal (“ODR Po�tal”), whereby the existing dispute resolution mechanism in the Indian secu�ities market is being streamlined under the aegis of Stock Exchanges and Deposito�ies (collectively refe�red to as Market Infrast�ucture Institutions (MIIs), by expanding their scope and by establishing a common ODR Po�tal which ha�nesses online conciliation and online arbitration for resolution of disputes a�ising in the Indian Secu�ities Market.
Pursuant to SEBI circulars, post exhausting the option to resolve their g�ievances with the RTA/ Company directly and through existing SCORES platfo�m, the investors can initiate dispute resolution through the ODR Po�tal named “SMART ODR” can be accessed through the URL: https://sma�todr.in/login
21. Pursuant to Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Rules made thereunder, Shareholders are entitled to make nomination in respect of shares held by them in physical fo�m. Shareholders desirous of making nominations are requested to send their requests in Fo�m SH-13, which is available on the website of the Company.
Fu�ther, SEBI has mandated to submit the Fo�m ISR-3 or SH-14 as the case may be, if a member desires to opt out or cancel the earlier nomination and record a fresh nomination.
22. All aforesaid documents/ requests should be submitted to M/s. Abhipra Capital Limited, at the address mentioned below:
M/s. Abhipra Capital Limited Abhipra Complex, A-387, Dilkhush Indust�ial Area, G T Ka�nal Road, Azadpur Delhi- 110033 E-mail: �[email protected]
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO. 3
Pursuant to the provisions of Section 161 of the Companies Act, 2013 (“the Act”) and the A�ticles of the Association of the Company, the Board of Directors of the Company at its Meeting held on May 20, 2025, on the recommendation of the Nomination and Remuneration Committee (“the NRC”), appointed Sh. Deepak Sh�ivastava (DIN:07231480) as an Additional (Non-Executive) Director of the Company with effect from May 20, 2025, to hold office up to the date of the next Annual General Meeting of the Company, and thereafter, subject to the approval of the Members of the Company, as a Non-Executive and Non-Independent Director, liable to retire by rotation .
As required under Section 160 of the Act, the Company has received a notice from a member proposing the candidature of Sh. Deepak Sh�ivastava for appointment as a Non-Executive Director of the Company.
Sh. Deepak Sh�ivastava is not disqualified from being appointed as Director in te�ms of Section 164 of the Act and has given his consent to act as Director of the Company. Fu�ther, Sh. Deepak Sh�ivastava is not deba�red from holding the office of director by vi�tue of any order from Secu�ities and Exchange Board of India or any such autho�ity.
B�ief profile and other requisite info�mation of Sh. Deepak Sh�ivastava as required under Regulation 36(3) of the Listing Regulations and the Secreta�ial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secreta�ies of India, is annexed to this Notice.
Keeping in view his knowledge and expe�tise, it will be in the interest of the Company to appoint Sh. Deepak Sh�ivastava as a Non-Executive Director of the Company. After due consideration, the NRC and the Board of the Company, have recommended the appointment of Sh. Deepak Sh�ivastava as a Non-Executive Director of the Company.
The Board, accordingly, recommends passing of the ordina�y resolution as set out at Item No. 3 of the Notice, for approval of the Members of the Company.
Except Sh. Deepak Sh�ivastava and his relatives, none of the other Directors, Key Manage�ial Personnel of the Company or their relatives are in any way conce�ned or interested, financially or othe�wise, in the said resolution.
ITEM NO. 4
The Board of Directors, on recommendation of the Nomination & Remuneration Committee, recommended the appointment of Sh. Dinesh Rajvanshi (DIN: 11195148) as a Non-Executive Independent Director of the Company under Section 149 of the Companies Act, 2013 and SEBI LODR regulation for a te�m of 5 consecutive years to hold office from August 18, 2025 up till August 17, 2030 for approval of members in the fo�thcoming AGM.
A notice has been received under Section 160 of the Companies Act, 2013 from a member proposing Sh. Dinesh Rajvanshi as a candidate for the office of Director of the Company.
Sh. Dinesh Rajvanshi, aged 62 years is a Cha�tered Accountant. He has a �ich expe�ience of around 35 years in Accounts & Finance, Audits and Taxation etc.
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The Board has received requisite disclosures/ declarations from Sh. Dinesh Rajvanshi. viz. (i) consent to act as Directors u/s 152 of the Act (Fo�m DIR-2); (ii) disclosure of interest u/s 184(1) of the Act (Fo�m MBP-1); (iii) declaration u/s 164 of the Act (Fo�m DIR- 8) to the effect that he is not disqualified to become Director; (iv) declaration that he is not deba�red from holding the office of Directors by vi�tue of any SEBI order or any other such autho�ity; (v) declaration of independence u/s 149 of the Act, Regulation 16(1)(b) and Regulation 25(8) of Listing Regulations (vi) details of other directorships in te�ms of Regulation 17A of Listing Regulation and assessed the veracity of the same; and all other necessa�y info�mation/ documents/ declarations.
Sh. Dinesh Rajvanshi does not hold by himself or for any other person on a beneficial basis, shares in the Company. Sh. Dinesh Rajvanshi is not related to any Director or Key Manage�ial Personnel of the Company.
Sh. Dinesh Rajvanshi had registered his name in Independent Directo�'s Databank maintained by the Indian Institute of Corporate Affairs (IICA).
As per regulation 25(8) of LODR, Sh. Dinesh Rajvanshi has confi�med that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties with an objective independent judgment and without any exte�nal influence as an Independent Director of the Company.
The Board of Directors of the Company are of the opinion that Sh. Dinesh Rajvanshi is a person of integ�ity and possesses relevant expe�ience and expe�tise and is eligible for the position of Non- executive Independent Director of the Company. The Board considers that his association as Director will be beneficial and in the best interest of the Company.
Electronic copy of the draft letter of appointment of Sh. Dinesh Rajvanshi setting out the te�ms and conditions are available for inspection by members at the registered office of the Company and is also available at website of Company www.blblimited.com.
The Board of Directors of your Company considers and is of opinion that his association would be of immense benefit to the Company and accordingly the Board recommends the resolution set fo�th in Item No. 4 for the approval of Members by way of special resolution.
The details, in te�ms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including Secreta�ial Standard-2 on General Meetings (“SS-2”) are annexed and fo�ms pa�t of this notice.
Except Sh. Dinesh Rajvanshi and his relatives, none of the other Directors, Key Manage�ial Personnel of the Company or their relatives are in any way conce�ned or interested, financially or othe�wise, in the said resolution.
ITEM NO. 5
In accordance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Manage�ial Personnel) Rules, 2014 (including any statuto�y modification(s) or re-enactment(s) thereof, for the time being in force) (“the Act”), eve�y listed company and ce�tain other presc�ibed catego�ies of companies are required to annex Secreta�ial Audit Repo�t issued by a Practicing Company Secreta�y to their Board's repo�t prepared under Section 134(3) of the Act
SEBI vide its notification dated December 12, 2024, amended the SEBI (LODR) Regulations. As per the amended Listing Regulations, on the basis of recommendation of the Board of Directors, a listed entity shall
44th AGM NOTICE 2024-2025
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appoint or re-appoint a Secreta�ial Audit fi�m as Secreta�ial Auditor for not more than two te�ms of five consecutive years or an individual as Secreta�ial Auditor for not more than one te�m of five consecutive years, subject to approval of the shareholders in the AGM. Fu�ther, such a Secreta�ial Auditor must be a peerreviewed company secreta�y and should not have incu�red any of the disqualifications as specified by SEBI.
In light of the aforesaid, the Board of Directors, on recommendations of the Audit Committee, at its meeting held on July 22, 2025 has approved and recommended the appointment of M/s. Meenu S. & Associates, as the Secreta�ial Auditors of the Company for a te�m of five (5) consecutive years commencing from Ap�il 01, 2025 till March 31, 2030.
M/s. Meenu S. & Associates, have confi�med their compliance with the ICSI's peer review process, holding valid Peer Review Ce�tificate No. 2613/2022 issued by the ICSI. M/s. Meenu S. & Associates, have consented to act as the Secreta�ial Auditors of the Company and confi�med that such appointment would comply with ICSI's presc�ibed limits. They have also affi�med their eligibility for this role, confi�ming no disqualifications or conflict of interest exists under the Listing Regulations. M/s. Meenu S. & Associates, have submitted the requisite declaration stating that they have not provided any prohibited non-secreta�ial se�vices to the Company.
The proposed remuneration to be paid to M/s. Meenu S. & Associates, is Rs. 1,50,000./- (Rupees One Lac Fifty Thousand only) plus applicable taxes and out of pocket expenses, if any, in connection with the secreta�ial audit for the financial year 2025-26. Besides the secreta�ial audit se�vices, the Company may also obtain ce�tifications from M/s. Meenu S. & Associates, under va�ious statuto�y regulations and ce�tifications required by banks, statuto�y autho�ities, audit related se�vices and other pe�missible non-secreta�ial audit se�vices as required from time to time, for which they will be remunerated separately on mutually agreed te�ms, as approved by the Board of Directors in consultation with the Audit Committee.
The other te�ms and conditions for the entire te�m including remuneration for remaining tenure of the Secreta�ial Auditors will be decided by the Board of Directors on the recommendation of the Audit Committee of the Company.
The proposed fees is based on knowledge, expe�tise, indust�y expe�ience, time and effo�ts required to be put in by them, which is in line with the indust�y benchmark. Fu�ther, the recommendation of appointment is based on the fulfilment of the eligibility c�ite�ia & qualification presc�ibed under the Listing Regulations, expe�ience of the fi�m, size of the fi�m, capability, independent assessment and based on the evaluation of the quality of secreta�ial audit work done by them.
Fu�ther info�mation in respect of M/s. Meenu S. & Associates, is encapsulated in the table below:
S. No. Pa�ticulars
-
Number of years of expe�ience of the individual / Fi�m proposed to be appointed as Secreta�ial Auditor
-
Details of orders passed against the proposed Secreta�ial Auditor by ICSI/SEBI/MCA/any other competent autho�ity / Cou�t, both in India or outside India, in past 5 (five) years
Details
- 12 years of expe�ience in ca��ying out Secreta�ial Audit and providing other se�vices (compliance, filings etc.) of companies or other body corporates.
Nil
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BLB LIMITED
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Whether proposed Secreta�ial Auditor has rendered any se�vices as prohibited under SEBI Circular dated 31st December, 2024 directly or indirectly to the Company or its holding company or subsidia�y or any Associate? If yes, then provide details and actions, if any taken against the Fi�m, and
-
Proposed fees payable to the Fi�m
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Total Fees paid to previous/ outgoing auditor
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Rationale for mate�ial change in the audit fees proposed to be paid the proposed secreta�ial auditor as compared to the previous / outgoing auditor
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Disclosure of % of non-audit fees, paid/ payable to the proposed Secreta�ial Auditor or/ and its associate conce�ns, over audit fees paid/ payable to the said auditor
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Total remuneration/ fees, etc. received by the proposed Secreta�ial Auditor from the Company or group companies (holding, subsidia�y, associate, joint ventures) in the last financial year along with details
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Past association (name and number of years to be disclosed) of the proposed Secreta�ial Auditor with:
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(i) Promoter / Promoter Group du�ing the last 3 years
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(ii) Group companies (holding, subsidia�y, associate, joint ventures) of the listed entity du�ing the last 3 years.
-
Rationale of the Board of Directors for recommending the individual/ Fi�m with past orders, if applicable, against them for appointment as Secreta�ial Auditor
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Nil
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The proposed remuneration to be paid to M/s. Meenu S. & Associates is Rs. 1,50,000/- plus applicable taxes and out of pocket expenses.
Rs. 1,50,000 /- plus applicable taxes
The remuneration paid to previous Secreta�ial auditor is Rs. 1,50,000/- There is no mate�ial change in the remuneration proposed to be paid to the proposed Secreta�ial Auditors
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Not applicable
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Nil
Nil
Nil
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The Board, accordingly, recommends passing of the Ordina�y Resolution set out at item no. 5 of the Notice, for approval by the Members of the Company.
None of the Directors, Key Manage�ial Personnel of the Company and their relatives, are in any way, conce�ned or interested, financially or othe�wise, in the said resolution.
ITEM NO. 6
In order to be compliant with the provisions of the Companies Act, 2013 and SEBI (Listing and Obligation Regulations including amendments, if any, ce�tain a�ticles of A�ticles of Association relating the appointment of Directors liable to retire by rotation, needs to be amended.
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BLB LIMITED
The following amendment is proposed in the A�ticles of Association:-
| A�ticle No. |
Existing A�ticle & proposed amendment | Proposed A�ticle after amendment |
|---|---|---|
| 78(b) | The managing Director or the Managing Directors, or whole-time Director or whole-time Directors, while he or they continue to hold that office shall, subject to the provisions of the Act, ~~not~~be Directors, whose pe�iod of office is liable to dete�mination by retirement by rotation but he or they shall ipso- facto cease to be Managing Director or Managing Directors or whole-time Director or whole-time Directors if he or they cease to hold office of a Director for any cause. For the purpose of this A�ticle a Managing or whole- time Director shall not be understood to have ceased to hold office of Managing or whole- time Director if, being required to retire as a Director he retires and is re-appointed |
The managing Director or the Managing Directors, or whole-time Director or whole-time Directors, while he or they continue to hold that office shall, subject to the provisions of the Act, be Directors, whose pe�iod of office is liable to dete�mination by retirement by rotation but he or they shall ipso- facto cease to be Managing Director or Managing Directors or whole-time Director or whole-time Directors if he or they cease to hold office of a Director for any cause. For the purpose of this A�ticle a Managing or whole- time Director shall not be understood to have ceased to hold office of Managing or whole- time Director if, being required to retire as a Director he retires and is re-appointed. |
| 81 | Subject to the provisions of Section 152 of the Act at eve�y Annual General Meeting, one third of such of the Directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office. The Directors to retire by rotation at eve�y Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who become Directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves, be dete�mined by lot. A reti�ing Director shall be eligible for re- election.~~The~~ ~~whole time Directors shall not be liable to retire b~~ |
Subject to the provisions of Section 152 of the Act at eve�y Annual General Meeting, one third of such of the Directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office. The Directors to retire by rotation at eve�y Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who become Directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves, be dete�mined by lot. A reti�ing Director shall be eligible for re- election. |
| ~~y~~ ~~rotation.~~ |
||
Pursuant to Section 14 and other applicable provisions, if any, of the Act, approval of the shareholders of the Company is required for amendment in the A�ticles of Association of the Company.
A copy of the Memorandum and A�ticles of Association of the Company together with proposed alterations would be available for inspection by the members at the registered office of the Company.
The Board recommends the amendment of A�ticle 78(b) and deletion of last para of A�ticle 81 of the A�ticles of Association of the Company, as reproduced in the resolution accompanying this notice to the members for its approval as a Special Resolution.
None of the Directors, Key Manage�ial Personnel of the Company and their relatives, are in any way, conce�ned or interested, financially or othe�wise, in the said resolution.
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BLB LIMITED
ITEM NO. 7
Sh. Anshul Mehra was re-appointed as Executive Director of the Company for a te�m of three (3) years with effect from August 01, 2025 whose office was not liable to retire by rotation pursuant to the resolution passed by the members of the Company in the 43rd Annual General Meeting of the Company held on September 26, 2024.
In order to be compliant with the provisions of the Companies Act, 2013 and SEBI (Listing and Obligation Regulations including amendments, if any, it is now proposed that office of Sh. Anshul Mehra shall be liable to retire by rotation with effect from July 22, 2025 and all other te�ms and conditions of his appointment shall remain unchanged to the extent approved by the shareholders of the Company.
On recommendation of the Nomination and Remuneration Committee, the Board recommends the passing of the Special Resolution set out at item no. 7 of the Notice, for approval by the Members of the Company.
None of the Directors, Key Manage�ial Personnel of the Company and their relatives, are in any way, conce�ned or interested, financially or othe�wise, in the said resolution.
ITEM NO. 8
Sh. B�ij Rattan Bag�i (DIN: 00007441) is holding office as Managing Director of the Company in te�ms of appointment approved by the members at the 43rd Annual General Meeting (AGM) held on September 26, 2024 for a te�m of three (3) years from September 26, 2024 to September 25, 2027 at a remuneration upto Rs. 90 lacs per annum whose office was not liable to retire by rotation.
In order to be compliant with the provisions of the Companies Act, 2013 and SEBI (Listing and Obligation Regulations including amendments, if any, it is now proposed that office of Sh. B�ij Rattan Bag�i shall be liable to retire by rotation with effect from July 22, 2025.
Fu�ther, Sh. B�ij Rattan Bag�i had been effectively pe�fo�ming his duties and providing valuable guidance to the Company in key strategic matters from time to time and your Company under the leadership of Sh. B�ij Rattan Bag�i had achieved significant growth.
Conside�ing the cont�ibution of Sh. B�ij Rattan Bag�i toward Company's growth and development, the Board of Directors recommends to increase his remuneration within an overall limit of Rs. 2.00 Crores per annum with effect from September 1, 2025 upto remaining tenure of his present te�m of appointment, which is in line with the recommendation of Nomination and Remuneration (NRC) Committee and NRC policy of the Company.
The Board is of the view that the proposed remuneration is commensurate with the responsibilities and pe�fo�mance of Sh. B�ij Rattan Bag�i and is in line with indust�y standards for similarly placed Directors.
As per the Section 197 read with other applicable provisions of the Companies Act, 2013 and Rules made thereto, the remuneration payable to any one managing director or whole-time director or manager shall not exceed five percent of the net profits of the Company and if there is more than one such Director, the remuneration shall not exceed ten percent of the net profits to all such directors and manager taken together.
However, as per Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), in case of listed company, the annual remuneration payable to Executive Directors who are promoters or members of the promoter group shall not exceeds �upees 5 crore or 2.5 per cent of the net profits of the listed entity or where there is more than one such Director, the aggregate annual remuneration to such Directors shall not exceeds 5 per cent of the net profits of the listed Company unless it is approved by the shareholders of the Company through special resolution.
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BLB LIMITED
Therefore, the consent of the members is being sought to approve the increase in remuneration payable to him for his remaining tenure as Managing Director of the Company within the limit as mentioned in the Regulation 17(6)(e) of listing regulation, provided that the payment of aggregate annual remuneration paid/ payable to the Executive Directors who are promoter or members of promoter group shall not exceed Rs. 5.00 Crores or 2.5 per cent of the net profits of the Company calculated as per Section 198 whichever is higher and other applicable provisions of the Companies Act, 2013.
Schedule V of the Act provides the moneta�y limits applicable to a Company on the basis of effective capital and limits shall be pro-rated for a pe�iod being less than a year. A company may pay remuneration within the applicable limits/ slabs with the approval of members by passing an ordina�y resolution and in excess of the applicable limits with the approval of members by passing a special resolution.
On the basis of recommendation of Nomination & Remuneration Committee, at its meeting held on July 22, 2025, as per provisions of the section 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Regulation 17(6)(e) and other applicable Regulation of the Listing Regulations, the Board had considered and recommended to the members for approval, for payment of remuneration upto Rs. 2.00 Crores per annum in the event of inadequacy of profits or no profits in the Company. The said payment of remuneration are fu�ther subject to the approval of the shareholders of the Company in te�ms of Sections 196, 197, 203 read with Schedule V of the Act, 2013 and read with Regulation 17 (6) of the Listing Regulations, 2015.
The details, in te�ms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including Secreta�ial Standard-2 on General Meetings (“SS-2”) are annexed and fo�ms pa�t of this notice.
The Explanato�y Statement together with the accompanying resolution may also be regarded as an abstract and memorandum of interest for the te�ms of remuneration of Sh. B�ij Rattan Bag�i, as a Managing Director of the Company under Section 190 of the Companies Act, 2013.
The statement of info�mation as required under Schedule V of the Companies Act, 2013 is as under:-
I. GENERAL INFORMATION
| **(1) ** | Nature of Indust�y | Nature of Indust�y | Stock Broking and allied Se�vices | Stock Broking and allied Se�vices |
|---|---|---|---|---|
| **(2) ** | Date of commencement of Commercial Operation | 04.12.1981 | ||
| **(3) ** | In case of new companies, expected date of commencement of activities as per Project approved by financial institutions appea�ing in the prospectus |
Not Applicable | ||
| (4) Financial Pe�fo�mance (Rs. In lacs) |
||||
| **S. No. ** | Pa�ticulars | FY 2024-25 | FY 2023-24 | |
| 1. | Total Income | 53,923.37 | 31,457.65 | |
| 2. | Total Expenditure | 53,391.54 | 31,108.10 | |
| 3. | Profit/ (Loss) before Tax | 532.33 | 349.55 | |
| 4. | Profit/ (Loss) after Tax | 386.06 | 261.11 | |
| 5. | Total Other Comprehensive Income | (280.66) | 0.20 | |
| 6. | Total Comprehensive Income for the year | 105.40 | 261.31 | |
| **(5) ** | Foreign investments or collaborators, If any | None | ||
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BLB LIMITED
II. INFORMATION ABOUT THE APPOINTEE:
(1) Background Details:
Sh. B�ij Rattan Bag�i, aged 74 years, is the promoter and Chai�man of the Company and has a total work expe�ience of around 50 years.
(2) Past remuneration:
| Name | Designation | Sala�y (Rs.) |
Perquisites (Rs.) |
Incentives (Rs.) |
Total (Rs.) |
|
|---|---|---|---|---|---|---|
| Sh. B�ij Rattan Bag�i | Chai�man & Managing Director | 30.83 | - | - | 30.83 |
(3) Job profile and his suitability, recognition or awards:
Sh. B�ij Rattan Bag�i is the Promoter and Chai�man of the Company. He had over 50 years of �ich and va�ied expe�ience in the field of Capital and secu�ities market. He plays a vital role in the management and administration of the affairs of the Company.
(4) Remuneration Proposed:
As set out in the special resolution at the item no. 8 of the Notice dated July 22, 2025 for convening the 44th Annual General Meeting of the Company.
The proposed remuneration payable to Sh. B�ij Rattan Bag�i has been approved by the Nomination and Remuneration Committee and Board of Directors in their meetings held on July 22, 2025.
(4) Comparative remuneration profile with respect to indust�y, size of the Company, profile of the position and person (in case of expat�iates the relevant details would be w.r.t. the count�y of his o�igin):
Taking into consideration the size of the Company, the profile of Sh. B�ij Rattan Bag�i and the responsibilities shouldered by him, the aforesaid remuneration package commensurate with the remuneration package paid to candidates other Companies in the indust�y.
(5) Pecunia�y relationship directly or indirectly with the Company, or relationship with manage�ial personnel or other directors, if any:
Besides, the remuneration proposed, Sh. B�ij Rattan Bag�i does not have any other pecunia�y relationship direct or indirect with the Company or with any other Manage�ial Personnel.
III. OTHER INFORMATION:
(1) Reasons of loss or inadequate profit:
There are no losses du�ing the financial year 2024-25 and the Company does not envisage any loss or inadequate profits du�ing the tenure of Sh. B�ij Rattan Bag�i.
(2) Steps taken or proposed to be taken for improvement:
The Company is optimistic to pe�fo�m better in fo�thcoming Financial Years. The Company has taken approp�iate steps to maintain and improve the profitability in future. The management makes continuous endeavors and effo�ts to b�ing an increase in the profitability of the Company.
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BLB LIMITED
(3) Expected increase in productivity and profit in measurable te�ms:
The Company shall take all the reasonable steps and measures to maintain and improve the profitability, however, the same cannot be predicted.
IV. DISCLOSURE:
All the relevant info�mation pe�taining to the Executive Directors and other Directors required to be disclosed in the Directors' Repo�t under the heading “Corporate Gove�nance” is attached to the Annual Repo�t.
Except for Sh. B�ij Rattan Bag�i and his relatives, none of the other Directors, Key Manage�ial Personnel of the Company or their relatives are conce�ned or interested financially or othe�wise in the resolution set out at Item No. 8 of this Notice.
By order of the Board of Directors of BLB Limited Sd/Nishant Ga�ud Company Secreta�y M. No. A35026
Date : July 22, 2025 Place : New Delhi
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BLB LIMITED
ANNEXURE
Details under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in te�ms of Secreta�ial Standard – 2 on General Meetings issued by the Institute of Company Secreta�ies of India and approved by the Central Gove�nment under Section 118(10) of Companies Act, 2013, in respect of the Directors seeking appointment/ re-appointment:
| Name of Director | Sh. Anshul Mehra | Sh. Deepak Sh�ivastava |
Sh. Dinesh Rajvanshi | Sh. B�ij Rattan Bag�i |
|---|---|---|---|---|
| Director Identification Number |
00014049 | 07231480 | 11195148 | 00007441 |
| Date of Bi�th | 16/09/1965 | 18/11/1972 | 05/03/1963 | 12/12/1950 |
| Nationality | Indian | Indian | Indian | Indian |
| Date of first Appointment on board |
01/08/2019 | 20/05/2025 (Additional Director) |
N.A. | 04/12/1981 |
| Qualifications | B.Com, CA | B.A. | C.A. | B.Sc., MBA |
| B�ief Profile | Sh. Anshul Mehra is a B. Com Graduate and member of The Institute of Cha�tered Accountants of India. He has a �ich expe�ience of around 35 years in Commodity and Capital Market, Accounts & Finance and Taxation etc. |
Sh. Deepak Sh�ivastava, aged 52 years, is a Bachelor of A�ts (B.A.) (Hindi Hons.) from Rajdhani College, Delhi University. He has over 30 years of �ich expe�ience in different segments of Capital Market, Accounting, Banking |
Sh. Dinesh Rajvanshi is a member of The Institute of Cha�tered Accountants of India. He has a �ich expe�ience of around 35 years in Accounts & Finance, Audits and Taxation etc. |
Sh. B�ij Rattan Bag�i is a B.Sc. Graduate and MBA and is an entrepreneur by profession. He is the Chai�man & Managing Director of the Company. He had over 50 years of �ich and va�ied expe�ience in the field of Financial and Secu�ities Market. He has expe�tise in the matters relating to va�ious facets of business such as conceiving business ideas, planning, management, administration etc. |
| Nature of expe�tise in specific functional areas |
Commodity and Capital Market and advises on Corporate, Legal, Financial affairs, business development, strategic planning, etc. of the Company |
Capital Market, day to day management, Corporate functions, Accounts and Banking. |
Accounts & Finance, Audits and Taxation etc. |
Commodity and Capital Market, management and administration etc., |
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BLB LIMITED
| Directorship and T�usteeship in other Companies |
Nil | Bag�i MBRB Secu�ities Pvt. Ltd. |
Techhq Innovations Pvt. Ltd. |
1. BRSB Secu�ities P�ivate Limited 2. Malati B�ij Rattan Bag�i T�ust (T�ustee) |
|---|---|---|---|---|
| Members/ Chai�man of Committees of other Companies |
Nil | Nil | Nil | Nil |
| No. of shares held in the Company |
Nil | Nil | Nil | 2,16,73,443 |
| No. of shares held on a beneficial basis for any other persons in the Company |
Nil | Nil | Nil | Nil |
| Te�ms & conditions of appointment/ re- appointment |
As mentioned in the Corporate Gove�nance Repo�t |
Liable to retire by rotation |
As per draft appointment letter available on the website of company |
As mentioned in the Corporate Gove�nance Repo�t |
| Number of board meetings attended du�ing FY 2024-25 |
7 | N.A. | N.A. | 7 |
| Remuneration last drawn du�ing FY 2024-25 |
Rs. 23.53 lacs | N.A. | N.A. | Rs. 30.83 lacs |
| Relationship between directors inter-se and other KMPs |
None |
None | None | None |
| Listed entities from which the Director has resigned in the past three years |
None | None | None | None |
| Skills and capabilities required for the role and the manner in which the proposed person meets such requirements/ Justification of appointment of ID |
- | - | Keeping in view about 35 years of expe�tise in accounting, finance, audit and taxation, the Board, on recommendation of Nomination and Remuneration Committee, had recommended his appointment as an Independent Director of the Company for members’approval |
- |
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BLB LIMITED
Remuneration Upto Rs. 50.00 lacs Nil Nil sought to be paid per annum
Upto Rs. 2.00 Crores per annum
By order of the Board of Directors of BLB Limited Sd/Nishant Ga�ud Company Secreta�y M. No. A35026
Date : July 22, 2025 Place : New Delhi
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