Your Directors have the pleasure of presenting the 33 ^rd Annual Report of the company together with
financial statements for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY

The Board’s Report shall be prepared based financial statements of the company.

(Amount in Lakhs)

2. STATE OF COMPANY’S AFFAIRS/ FINANCIAL PERFORMANCE

During the period under review, the Company had reported turnover of Rs. 12.00 (amount in Lakhs)
turnover which has been decreased as compared to previous Financial Year turnover of Rs. 14.00
(amount in Lakhs). The net profit of the Company was recorded as Rs. 5.18 (amount in Lakhs), which
is further a substantial decrease as compared to the profit of Rs. 5.31(amount in Lakhs) as in previous
Financial Year.

3. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE

COMPANY

No Company become or/ceased to be its Subsidiaries, Joint Venture or Associate Companies during
the year.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the Nature of Business of the Company during the Year under Review.

5. RESERVES

During Financial Year 2023-24 under review, the Board has not transferred any amount General
Reserve Account of the Company.

6. DIVIDEND

During Financial Year 2023-24, Board of Directors did not recommend any Dividend to Shareholders
of the Company and does not form any Dividend policy.

7. SHARE CAPITAL

During FY 2023-24, there is no change in the capital structure of Company. The authorized Share
Capital of Company is Rs. 6,50,00,000/- (Rs. Six Crore and Fifty Lakhs only) and Paid up share
Capital of Company is Rs. 6,05,97,000/- (Rs. Six Crore Five Lakh and Ninety Seven Thousand only).

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company duly constituted as per
provisions of the Companies Act, 2013.

Thus, the Board of Directors of BMB Music and Magnetics Limited is a balanced one with an
optimum mix of Executive and Non-Executive Directors. They show active participation at the Board
and Committee Meetings, which enhances the transparency and adds value to their decision making.

As on 31^st March, 2024, the Board of the Company consists of five (5) Directors. The composition
and category of Directors is as follow

i. CESSATION

• Pursuant to Provisions of Section 152 of the Companies Act, 2013 Mr. Azagan Thamizmane
Vadaseri Alagappa (DIN: 01712306), Non- independent, Executive Directors, retired and,
being eligible, offers himself for re-appointment as a Non- independent, Executive Directors
of the Company liable to retire by rotation.

Except above, during the Financial Year 2023-24, no Directors/ KMPs retired or ceased their office.

ii. APPOINTMENT/ RE-APPOINTMENT

• Mr. Mahip Jain, appointed as Non-Executive, Independent Director of the Company on
February 13^th, 2024, for a term of 5 years.

• Ms. Prerna Sharma, appointed as Company Secretary of the Company w.e.f. December 15^th,
2023

• Mr. Kastoor Chand Bokadia (DIN: 01828803) re-appointed as Managing Director of the
Company with effect from November 25^th, 2023 for a term of three years.

• Mr. Azagan Thamizmane Vadaseri Alagappa (DIN: 01712306) re-appointed as an Executive
Director and CFO for the tenure of three years w.e.f February 13th, 2024.

Except above, during the Financial Year 2023-24, no other Directors/KMPs was appointed on the

Board of the Company.

9. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given their declarations under section 149 (6) and section 149 (7)
of the Companies Act, 2013 and the Rules made thereunder. In the opinion of the Board, the
Independent Directors fulfill the conditions relating to their status as an Independent Director as
specified in section 149 of the Companies Act, 2013 read with rules made thereunder and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

10. BOARD MEETINGS

During the Financial Year 2023-24, the Company held four meetings of the Board of Directors as per
Section 173 of Companies Act, 2013 which is summarized below.

The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements),
2015 were adhered to while considering the time gap between two meetings.

11. COMMITTEES OF THE BOARD
AUDIT COMMITTEE

The Board has duly constituted the Audit Committee in line with the provision of the Companies Act,
2013.The Audit Committee comprised of 3 members as on 31^st March, 2024. The detail of the
composition of the Audit committee along with their meetings held/attended is as follows:

Details of Audit Committee Meeting:-

NOMINATION AND REMUNERATION COMMITTEE

The Board has duly constituted its nomination and remuneration committee in line with the provision
of the Companies Act, 2013, the Committee comprised of 3 members as on 31^st March, 2024, the
detail of the composition of the Nomination and Remuneration Committee Meeting along with their
meetings held/attended is as follows:

Details of Nomination and Remuneration Committee Meeting:-

SALIENT FEATURES OF NOMINATION AND REMUNERATION COMMITTEE
Appointment Criteria & Qualification:

The appointment of Director, Key Managerial Personnel and Senior Management will be based on
the outcome of performance review.

The recruitment process for selection to aforementioned categories of personnel commences after the
approval of manpower requisitions by the appointing authority. Relevant approval of concerned is
also obtained as part of the process, as deemed fit depending upon the level of hiring.

The Committee shall consider the standards of qualification, expertise and experience of the
candidates for appointment as Director, Key Managerial Personnel and accordingly recommend to the
Board his/her appointment.

Remuneration to Key Managerial Personnel, Senior Management Personnel and other
employees:

a. The Key Managerial Personnel, Senior Management Personnel and other employees shall be paid
remuneration as per the Compensation and Benefit Policy of the Company as revised through the
Annual Salary Review process from time to time.

b. The Human Resource department will inform the Committee, the requisite details on the proposed
increments for every Annual Salary Review cycle / process including pay outs for the variable
part (Performance Incentive).

c. The composition of remuneration so determined by the Committee shall be reasonable and
sufficient to attract, retain and motivate the Key Managerial Personnel and Senior Management
of the quality required to effectively run the Company. The relationship of remuneration to
performance should be clear and meet appropriate performance benchmarks.

d. The market salary survey for total remuneration is commissioned with external consultants. The
Basket of companies chosen for the survey are selected and finalized by HR department in
consultation with concerned department making requisition.

e. Revision in remuneration of Key Managerial Personnel assuming position of a Director within the
meaning of the Act, shall require prior approval of the Nomination & Remuneration Committee
and the Board. Such Director shall not participate in discussion and voting thereon.

f. The remuneration, including revision in remuneration, payable to Senior Management shall be
recommended by the Committee to the Board of Directors.

Policy on Board diversity:

The Board shall comprise of Directors having expertise in different areas / fields like Finance, Sales
and Marketing, Banking, Engineering, Human Resource management, etc. or as may be considered
appropriate. In designing the Board’s composition, Board diversity has been considered from a
number of aspects, including but not limited to gender, age, cultural and educational background,
ethnicity, professional experience, skills and knowledge. The Board shall have at least one Board
member who has accounting or related financial management expertise and at least one women
director.

STAKEHOLDER’S RELATIONSHIP COMMITTEE

The Board has duly constituted its Stakeholders’ Relationship Committee in line with the provision
of the Companies Act, 2013, the Committee comprised of 3 members as on 31^st March, 2024, the
detail of the composition of the Stakeholders’ Relationship Committee Meeting along with their
meetings held/attended is as follows:

Details of Stakeholders’ Relationship Committee Meeting:-

INDEPENDENT DIRECTOR’S COMMITTEE

There are two Independent Directors in the Company as at 31^st March, 2024 and they held one
meeting, which is summarized below:

Details of Independent Director’s Committee Meetings

12. WEB ADDRESS OF THE COMPANY

The provisions of section 134 (3) (a) prescribes the Company to mention the web address, if any,
where the Annual Return referred to in sub section (3) of Section 92 has been placed, the Company
does not maintain a website.

13. AUDITOR AND AUDITOR’S REPORT

i. STATUTORY AUDITOR

M/s Vinod Singhal & Co. LLP, Chartered Accountants, having registration No. 005826C/ C400276
allotted by The Institute of Chartered Accountants of India (ICAI) was re-appointed as the statutory
auditors of the Company by the Shareholders at its 31^st Annual General Meeting till the conclusion of
the 36^th Annual General Meeting of the Company to be held in the calendar year 2027.

Their appointment was recommended by Audit Committee.

AUDITOR’S REPORT

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in
their report are self-explanatory and do not call for any further comments.

ii. SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under, M/s. Jain Sharma & Associates,
Company Secretaries have been appointed Secretarial Auditors of the Company for the financial year
2023-24. The report of the Secretarial Auditors is enclosed as Annexure-A.

DIRECTOR’S RESPONSE TO AUDITOR’S REMARKS

Further with reference to the observations, Company will take corrective actions to resolve all the
qualifications and there is no malafide intention of the Company behind such non-compliances.

iii. COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and
Audit) Amendment Rules, 2014, the maintenance of cost audit records is not applicable on the
Company.

iv. INTERNAL AUDITOR

The Company is in process for appointment of Internal Auditor of the Company.

14. ANNUAL RETURN

The Annual Return for Financial Year 2023-24 can be accessed at the website of the company.

The draft Annual Return for Financial Year 2023-24 can be accessed at the website of the company

15. FRAUD REPORTING

There were no frauds found which have been reported to the Audit Committee / Board members as
well as to the Central Government.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

During the year under review, related party transaction as referred under Section 188 of the Companies
Act, 2013 were entered.

Details of Related Party Transaction are disclosed in the note no. 2B.12 (ii) of Notes to accounts
annexed to the Financial Statements.

17. PARTICULARS OF EMPLOYEES

As per amendment in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
personnel) Amendment Rules, 2016 dated 30.06.2016, details of top ten employees in terms of
remuneration drawn, employed by the Company during the Financial Year 2023-24 pursuance the
provisions in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial personnel) Amendment Rules, 2016 and Disclosures pertaining to remuneration and other
details as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Statement of Particulars of
employees is NIL.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo
are as follows:

• Conservation of Energy: Company activities do not involve any significant energy
consumption.

• Foreign Exchange Earnings and Outgoings:

a. Foreign Exchange Earnings: NIL

b. Foreign Exchange Outgo: NIL

19. INSURANCE AND RISK MANAGEMENT

The company followed well established risk management assessment and minimization procedures
which are periodically reviewed by the Board.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 thus, there is no requirement to
constitution of Corporate Social Responsibility Committee.

21. CORPORATE GOVERNANCE

The paid up Equity Share Capital of the Company is not exceeding rupees ten crores and net worth is
not exceeding rupees twenty five crores, as on the last day of the previous Financial Year, the
Company has decided not to follow with the corporate governance provisions of SEBI (LODR)
Regulations, 2015, hence the report prescribed under Schedule V (C) is not part of this report.
However, the Company has endeavored to follow voluntarily corporate governance principles during
the previous Financial Year.

The Corporate Governance requirements as stipulated under the Regulation of SEBI (LODR)
Regulations, 2015 is not applicable to the Company. Thus, the Company has filed the non¬
applicability certificate to the exchange for Regulation15 (2) read with Regulation 27(2) of SEBI
(LODR) Regulations, 2015.

22. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism
for directors and employees to report genuine concerns has been established. The Vigil Mechanism
Policy has been uploaded on the website of the Company at www.bmbmusicandmagneticsltd.com
under investors/policy documents/Vigil Mechanism Policy link.

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

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has
set up Committee for implementation of said policy. During the year Company has not received any
complaint of harassment.

24. NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committee of the Company formulated a criteria’s for determining
qualifications, positive attributes and independence of a Director and other matters provided under
sub-section (3) of Section 178 of the Companies Act, 2013 and recommended to the Board a policy
relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

25. PERFORMANCE EVALUATION OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015, 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 and other committees as per the Board Evaluation policy.
A structured questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board’s functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance. A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were evaluated on parameters such as
level of engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent Directors
was carried out by the entire Board. The performance evaluation of the Non-Independent Directors
was carried out by the Independent Directors.

26. INDEPENDENT DIRECTOR’S MEETING

The Meeting are conducted in an informal and flexible manner to enable the Independent Directors to
consider matters pertaining to, inter alia, review of performance of Non- Independent Directors and
the Board as a whole, review the performance of the Company, assess the quality, quantity and
timeliness of flow of information between the Company Management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.

27. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL
STATEMENTS

The Company maintains adequate internal control system and procedures commensurate with its size
and nature of operations. The internal control systems are designed to provide a reasonable assurance
over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding
the assets of the Company and prevent misuse/ losses and legal compliances.

28. PUBLIC DEPOSIT

The Company has not accepted any public deposit within the meaning of provisions of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is
no outstanding deposit due for re-payment.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loan or nor provided any Guarantee or Security against any Loan
during the year 2023-24 under Section 186 of the Companies Act, 2013.

30. SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE
AFFECTING FINANCIAL POSITION

There are no change and commitments which 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 i.e. 31.03.2024 and the date of report.

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 124 and 125 of the Companies Act, 2013 read with the IEPF
Authority (Accounting, audit, Transfer and Refund), Rule, 2016 (“The Rules”) Unpaid/Unclaimed
Dividend are required to be transferred by the Company to Investor Education & Protection fund (The
IEPF) established by the Central Government after the completion of seven years. Further according
to the Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders
for seven consecutive years or more shall also be transferred to the demat account created by the IEPF
Authority. However, the Company did not declare any dividend.

32. SECRETARIAL STANDARD

During the reporting period 2023-24, your Company has complied with the Secretarial Standard
issued by the Institute of Companies Secretaries of India, which were made applicable and amended
from time to time.

33. CREDIT RATING

The Company has not obtained Credit Rating from any credit rating agency during the Financial Year
2023-24.

34. LISTING AND CONFIRMATION OF FEE

The securities of your Company are listed on The Bombay Stock Exchange Limited (BSE) The
Annual Listing fees for the Financial Year 2023-24 were paid as and when required during the
Financial Year.

Annual Custodian fees to NSDL and CDSL for the Financial Year 2023-24 were also paid on time.

35. DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that During
Financial year 2023-24:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed
along with the proper explanation relating to material departures if any;

ii. The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the Financial Year and of the profit or loss of the
Company for the that period.

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

iv. The Directors had prepared the annual accounts on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

36. STATUTORY DISCLOSURES

During the reporting Financial Year 2023-24, your Directors state that there being no transactions
were done with respect to the following items, hence, no disclosure or reporting is required:

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

ii. Issue of Shares (including Sweat Equity Shares) to the Employees of your company under any
scheme.

iii. The Managing Director of your Company did not receive any remuneration or commission from
any of the subsidiaries.

iv. No significant or material orders were passed by the Regulators or Courts or Tribunals, which
impact the going concern status and Company’s operations in future.

v. Buy Back of Shares.

vi. The Company has neither filed any application under the Insolvency and Bankruptcy Code, 2016
(31 of 2016), as amended from time to time, nor has availed one time settlement with respect to
any Loans from Banks or Financial Institutions.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Provision of Regulation 34 of SEBI (Listing Obligation & Disclosure Requirement)
Regulation, 2015 and in compliance of the provision of Companies Act -2013 a Management
Discussion and Analysis Report is appended to this report as Annexure B.

38. INDUSTRIAL RELATION

Relation with the employees remain cordial and your Directors wish to place on record their
appreciation of the co-operation and contribution made by the employees at all levels.

39. RIGHT OF MEMBER TO COPIES OF AUDITED FINANCIAL STATEMENT

Having regard to the Provisions of the first proviso to Section 136(1) of the Act read with MCA
Circular Nos. 10/2022, dated 28th December 2022, 02/2022 dated May 05, 2022, 02/2021 dated
January 13, 2021, 20/2020 dated May 05, 2020 read together with Circular no. 14/2020 dated April
08, 2020, Circular no. 17/2020 dated April 13, 2020 and Circular no. 22/2020 dated June 15, 2020
and Circular no. SEBI/HO/CFD/CMD 2/CIR/P/2021/11 dated January 15, 2021 and

SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and any other circulars be issued from
time to time by the Securities Exchange Board of India, the Annual Report for Financial Year 2023¬
24 and other communications is being sent only to those members, whose email id are registered with
the Company/ RTA/Depositories on cut-off date for sending notice of AGM through electronic mode
only. The Member may note that no printed Annual Report for Financial Year 2023 -24 would be
issued except requested specifically.

The Members who had joined the Company as member after cut-off date for sending notice to
members till 7 days prior to date of Meeting may write to kcbokadia.kcb@gmail.com.

The Members may note that the Notice of the 33^nd AGM along with the Annual Report for Financial
Year 2023-24 will also be available on the Company’s website, website of the Stock Exchange and
on the website of the E-voting and Video conferencing Agency.

40. INVESTOR GRIEVANCE REDRESSAL

There were no pending complaint or share transfer cases as on 31^st March, 2024, as per the certificate
given by RTA.

41. CAUTIONARY STATEMENT

The statements contained in the Board’s Report and Management Discussion and Analysis contain
certain statements relating to the future and therefore are forward looking within the meaning of
applicable securities, laws and regulations. Various factors such as economic conditions, changes in
government regulations, tax regime, other statues, market forces and other associated and incidental
factors may however lead to variation in actual results.

42. ACKNOWLEDGEMENTS

Your Board place on record their appreciation for the overwhelming co-operation and assistance
received from the Company’s esteemed Shareholders, valued Business Associates, Bankers, various
Financial Institutions, the State and Central Government Bodies, Auditors and Legal Advisors for
their valuable contribution and continued support and to all the persons who reposed faith and trust in
Company.

Your Board also place on record their appreciation to its employees for their dedicated service and
firm commitment to the goals of the Company, without their commitment and hard work, Company’s
consistent growth was not possible

Date: 22.08.2024
Place: Jaipur

By Order of the Board of Directors
Sd/-

Kastoor Chand Bokadia
DIN - 01828803

Chairman cum Managing Director