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Directors Report of BF Investment Ltd.

Mar 31, 2023

DIRECTORS'' REPORT

FOR THE YEAR ENDED MARCH 31, 2023
To,

The Members,

Your Directors have pleasure in presenting their 14^th Annual Report on the business and operations of the Company
together with Audited Statement of Accounts for the year ended March 31, 2023.

1. FINANCIAL PERFORMANCE :

Particulars	Year ended March 31, 2023 (Standalone)	Year ended March 31, 2022 (Standalone)	Year ended March 31, 2023 (Consolidated)	Year ended March 31, 2022 (Consolidated )
Total Income	945.50	525.93	312.12	199.44
Total Expenditure	62.12	49.40	62.12	49.40
Exceptional items	-	-	-	-
Profit before taxation	883.38	476.53	3,438.12*	2634.96*
Tax Expenses	203.26	114.95	845.12	657.45
Profit after Tax	680.12	361.58	2,593.00*	1977.51*
Balance of Profit/(Loss) from previous year	4220.91	3931.65	1 5866.58	13964.33
Balance available for appropriation	4901.03	4293.23	18459.58	15941.83
Appropriations : Transfer to Reserve Fund in terms of Section 45-IC of the Reserve Bank of India Act, 1934	(136.02)	(72.32)	(136.02)	(72.32)
Balance carried to Balance Sheet	4765	4220.91	18319.11	15866.58

2. KEY FINANCIAL RATIOS

Details of changes in key financial ratios including significant changes i.e. change of 25% or more as compared
to the immediately previous financial year along with detailed explanations:

Particulars	FY 2022-23	FY 2021-22	Explanation for significant change
Debtor Turnover	N.A.	N.A.	NA
Inventory Turnover	N.A.	N.A.	NA
Interest Coverage Ratio	NIL	NIL	NA
Debt Equity Ratio	NIL	NIL	NA
Operating Profit Margin (%)	94.05%	91.82%	NA
Net profit Margin (%)	71.94%	68.75%	NA

3. SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2023 stood at Rs.188.34 Million. During the year under
review, the Company has not issued shares with differential voting rights nor has granted any stock options or
sweat equity. As on 31^st March, 2023, none of the Directors of the Company hold instruments convertible into
equity shares of the Company.

4. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended March 31, 2023.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The main object of the Company is to make strategic investments in the Kalyani Group Companies. The Company
is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank)
Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company,
it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

The Directors confirm that the Investments have been made with the intent to hold for long term and are not
held for sale.

The Company endeavours to evaluate opportunities and invest considering the macro economic conditions.The
report on management discussion and analysis forms part of Annual Report.

6. COMPANY PERFORMANCE

During the Financial Year under review, on a standalone basis, your Company earned total income of
Rs. 945.50 Mln (previous years Rs. 525.93 Mln.). The net profit after tax is Rs. 680.12 Mlns (previous years Rs.
361.58 Mlns.).

During the Financial Year under review, on a consolidated basis, your Company earned total income of Rs.
312.12 Mln (previous years Rs. 199.44 Mln.). The net profit after tax is Rs. 2,593.00* Mlns. (previous years Rs.
1977.50* Mlns.).

*including share in profits of associates and joint ventures.

7. BUSINESS OVERVIEW AND OPERATIONS OF THE COMPANY

The main operations of the Company are that of investments and majority of the investments of the Company
are in the nature of strategic investments in Kalyani Group Companies. The Investments have been made with
a view to hold for long term and are not held for trade. The investment pattern of the Company also complies
with the requirement for the Company continuing to qualify as a Non Deposit taking Core Investment Company.
The main source of income for the Company is in the form of dividends as declared by these companies. The
business prospects of the Company depend upon the business prospects of the underlying companies in which
your Company holds investments.

8. FINANCE AND CREDIT RATING

During the year under review, the liquidity and cash positions were monitored with reinforced focus. Earnings
from the cash surplus investments, comprising bank fixed deposits during the year saw an increase due to the
increase in the market interest rates. Nevertheless, utmost importance was given to ensure the safety and
liquidity of surplus cash.

Your Company has not done any Credit Rating.

9. HUMAN RESOURCES

As on March 31, 2023, the Company had 2 Key Managerial Personnel on deputation, including the CEO / CFO &
Company Secretary.

10. CONCERNS AND THREATS

â¢ Fluctuations in the securities market and global economic scenario, may pose a risk of devaluation of the
investments made by the Company.

â¢ Main source of income for the Company is dividend from the Kalyani Group Companies.

â¢ The risks and concerns associated with the businesses / operations of these investee companies, which may
impact the performance of these companies, could result in variation in dividends declared by these
companies.

â¢ Non recovery of principal of the amounts lent and interest thereon.

11. PROSPECTS FOR THE CURRENT YEAR

The Indian economy has seen a sharp recovery in FY 2022-23 post COVID-19 pandemic. This resulted in substantial
increase in dividend income and value of Investments held during the FY 2022-23.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability
Report initiatives taken from an environmental, social and governance perspective in the prescribed format
annexed as "Annexure VII" to this report. The same is also available on the Company''s website at
https://www.bfilpune.com/PDF/Business%20Responsibilitv%20and%20Sustainabilitv%20Reporting%20(BRSR).pdf

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency and accuracy in financial
reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internal audit is conducted by an
Independent Chartered Accountant. The Audit Committee of the Board reviews the Internal Audit process and
the adequacy and effectiveness of internal audit and controls periodically.

14. SAFETY, HEALTH AND ENVIRONMENT

The Company ensures safety of all its employees working at different places.

15. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing
the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements"
within the meaning of applicable laws and regulations. Actual results might differ materially from those either
expressed or implied.

16. SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATES

The Company does not have any subsidiary company as on March 31, 2023. The information of joint ventures
and associates is given in the annual accounts for the year ended March 31, 2023 enclosed and forming part of
the Annual Report. As on March 31, 2023, the Company had 6 Associates and 2 joint ventures. There has been
no material change in the nature of the business of the Joint Ventures and Associates.

The Company''s Policy on determining material subsidiaries, as approved by the Board, is uploaded on the
Company''s website at http://www.bfilpune.com/PDF/Policv%20on%20Material%20Subsidiarv.pdf

A report on the financial position of each of the Associates and joint ventures as per the Act is provided in Form
No. AOC-1 attached hereto as "Annexure V" and also given in the Financial Statements

17. PARTICULARS OF INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO SECTION
197(12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014, as amended ,has been
provided in ''Annexure III''.

18. NUMBER OF MEETINGS OF THE BOARD

During the year under review, six Board Meetings were convened and held. The details of which are given in the
Corporate Governance Report which forms a part of this Integrated Annual Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, in respect of Directors'' Responsibility
Statement, your Directors'' to the best of their knowledge and ability state that:

a) in the preparation of the Annual Financial Statements for the year ended March 31, 2023, the applicable
accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied
consistently. Further judgments and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of
the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

20. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 read with Rule (6) of The Companies (Appointment and

Qualifications) rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and also confirmed that they have complied with the Code of Independent Directors prescribed
in Schedule IV of the Companies Act, 2013.

The Company has laid down a Code for the Board of Directors and Senior Management of the Company. The said
Code is available on the website of the Company viz. http://www.bfilpune.com/PDF/Code%20of%20Conduct.pdf

All the Board Members and Senior Management Personnel of the Company have affirmed compliance with the
Code of Conduct.

21. COMPANY''S POLICY ON DIRECTORS'' AND KMP''S APPOINTMENT AND REMUNERATION

Director''s appointment and remuneration is done as per the policy for selection and appointment of Directors,
Key Managerial Personnel and Senior Management Personnel and their remuneration. The Policy is available on
the website of the Company viz. https://www.bfilpune.com/PDF/Nomination%20Remuneration%20Policv.pdf

22. ACCOUNTS AND AUDIT

a. Statutory Auditors and Audit Report

At the Ninth Annual General Meeting held on 1^st September, 2018 P. G. Bhagwat LLP, Chartered Accountants
(Firm Registration No.101118W/W100682), were appointed as Statutory Auditors of the Company to hold
office till the conclusion of 14^th Annual General Meeting.

The Audit report of P. G. Bhagwat LLP on the Financial Statements of the Company for the Financial Year
2022-23 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse
remark or disclaimer.

The 1^st term of appointment of P G Bhagwat LLP, Chartered Accountants, Pune (FRN. 101118W/ W100682),
as statutory auditors of the Company expires at the ensuing 14^th Annual General Meeting.

P G Bhagwat LLP, Chartered Accountants, Pune (FRN. 101118W/ W100682) are eligible for re-appointment
for 2^nd term from the conclusion of this 14^th Annual General Meeting. Necessary resolution for their reÂ¬
appointment is recommended by Audit committee and the Board of Directors and included in the notice of
14^th Annual General Meeting for approval of members.

b. Secretarial Auditor and the Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates,
Company Secretaries, Pune, to undertake the Secretarial Audit of the Company for the year 2022-23.

The Report of the Secretarial Audit is annexed herewith as ''Annexure IV'' to this Report.

Further, as required under Section 204 of the Act and rules thereunder, the Board has appointed M/s. SVD
& Associates, Company Secretaries, Pune, to conduct Secretarial Audit for the financial year 2023-24.

c. Cost auditors

The maintenance of cost records and Cost Audit Rules are not applicable to the Company.

d. Consolidated Accounts

The Consolidated Accounts for the year ended 31^st March, 2023 are enclosed. Further, a statement
containing the salient features of the financial statements of associate companies and joint ventures in
the prescribed Form AOC-1 is appended as ''Annexure V'' which forms part of this Report.

The Company will make the said financial statements and related detailed information available upon the
request by any Member of the Company. These financial statements will also be kept open for inspection
by any Member at the Registered Office of the Company. Pursuant to the provisions of Section 136 of the
Companies Act, 2013, the financial statements of the Company, consolidated financial statements along
with relevant documents are available on the website of the Company at http://www.bfilpune.com/
FinancialResults.html.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations'''').
The Policy, as approved by the Board, is uploaded on the Company''s website at http://www.bfilpune.com/
PDF/Policv%20on%20Material%20Subsidiarv.pdf.

The Company does not have a subsidiary.

e. Reporting of Fraud by auditors

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not
reported any instances of frauds committed in the Company by its officers or employees, to the Audit
Committee under Section 143(12) of the Act.

13. EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'' AND SECRETARIAL AUDITORS''
REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by P. G. Bhagwat LLP, Statutory
Auditors, in their Audit Report. M/s. SVD & Associates, Practicing Company Secretary, in their Secretarial Audit
Report have made certain qualifications. The auditors qualifications and Boards explanation thereto are
summarized as under:

Auditors Qualifications	Boards'' explanation
Secretarial Audit -
l As required under respective regulations of LODR: 1. The Company has delayed in submission of disclosure of Related Party Transactions under Regulation 23 (9) of LODR for the half year ended March 31, 2022. Consequently, the Company has received notices from National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) dated July 14, 2022 and August 01, 2022 imposing a fine of INR. 11,800/- each ana the Company has duly paid the fine imposed on July 20, 2022 and August 02, 2022 respectively	The listed entity has taken necessary action for submission of statement and has paid the fine amount within prescribed time.
II. As required under respective regulations of ICDR & LODR : 1. Under the internal scrutiny, the Company had noticed that two entities ("said entities") that hold insignificant number of shares in the Company and qualify as "promoter group" under Regulation 2(1)(pp) r/w Regulation 2(1)(zb) of the SEBI ICDR had inadvertently not been classified as such, in the Company''s shareholding pattern as disseminated on stock exchange platforms. The aforesaid inadvertent error has been voluntarily rectified by the Company from the quarter ending December 31, 2021 and accordingly approached SEBI for settlement in terms of the Settlement Regulations. In consideration of the same, the High Powered Advisory Committee of SEBI vide order dated October 21, 2022 has directed to pay the settlement of INR 6,39,200/- which was paid by the Company on October 15, 2022.	On voluntary application by the listed entity, and payment of settlement fee of INR. 6,39,200/- on October 15, 2022 the High Powered Advisory Committee of SEBI vide order dated October 21, 2022 has settled the non-compliance with regard to Clause 35 of the erstwhile listing agreement and Regulation 31(4) and 31(1) of SEBI LODR r/w Regulation 2(1)(pp) and 2(1)(zb) of the SEBI ICDR Regulations, 2009
III. As required under Companies Act, 2013: 1. The Company has filed e Form - CSR 2 on May 19, 2023 for the financial year 2021-2022 which is bevond the prescribed time	The observation is self-explanatory

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has not made any fresh investments. The closing balances of investments which
would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current
Investments in the Financial Statements. The details of loans and guarantees, if any, are given in the financial
statements of 2022-23.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The Company has formulated a Policy on Related Party Transactions which is available on the Company''s website
at http://www.bfilpune.com/RelatedPartvTransactions.html. All related party transactions entered into during
FY 2022-23 were on arm''s length basis and in the ordinary course of business. No material related party
transactions were entered into during the year under review by the Company. Accordingly, the disclosure of
related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 (''the Act'') in Form
No. AOC-2 is not applicable to the Company for FY 2022-23 and hence the same is not provided.

All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval
is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of
business and on an arm''s length basis. A statement giving details of all related party transactions entered
pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its
review. The related party transactions entered into pursuant to the omnibus approval so granted are also
reviewed by the internal audit team on a half-yearly basis.

The details of the transactions with related parties are provided in the accompanying Financial Statements.

26. STATE OF COMPANY''S AFFAIRS

Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis.

27. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial
performance of the Company.

28. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND
THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the Financial Year of the Company to which the Financial Statements relate
and the date of the report, except as disclosed elsewhere in this report.

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

A. Conservation of Energy and Technology Absorption

The Company has no particulars to report regarding conservation of energy, technology absorption as
required under Section 134 (3) (m) of the Companies Act, 2013, read with Rules thereunder.

B. Foreign exchange earnings and outgo

Sr. No.	Particulars	Amount in $
i	Foreign Exchange earned in terms of actual inflows during the year	Nil
ii	Foreign Exchange outgo during the year in terms of actual outflows	Nil

30. DIVIDEND DISTRIBUTION POLICY :

In term of Regulations 43A of SEBI Listing Regulations, the Board of Directors of the Company has adopted a
Dividend Distribution Policy which can be accessed on the website of the Company at http://www.bfilpune.com/
PDF/Dividend%20Distribution%20Policv.pdf

31. RISK MANAGEMENT POLICY

Risk Management at BF Investment Ltd. forms an integral part of Management focus.

The Risk Management Committee oversees the risk management process in the Company. The RMC is chaired
by an Independent Director and the Chairperson of the Audit Committee is also a member of the RMC.

Some of the risks identified are set out in the Management Discussion and Analysis and this report which forms
part of this Integrated Annual Report.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis.
These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (''CSR'') activities of the Company are governed through the Corporate
Social Responsibility Policy (''CSR Policy'') approved by the Board. The CSR Policy guides in designing CSR activities
for improving quality of life of society and conserving the environment and biodiversity in a sustainable
manner. The CSR Committee of the Board oversees the implementation of CSR Projects in line with the Company''s
CSR Policy. The CSR Policy is available on Company''s website http://www.bfilpune.com/PDF/
Corporate%20Social%20Responsibilitv%20Policv.pdf

The Annual Report on CSR activities for FY 2022-23 is enclosed as ''Annexure I'' to this Report.

33. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES:

The information is given at the relevant places in the Financial Statements.

34. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

35. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR

Name of Director	Designation	Term of appointment
Mr. M. U. Takale	Non Independent	Appointed in Annual General Meeting held on
	Director	September 28, 2022, liable to retire by rotation.

Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations and are independent of the management. In terms of Regulation 25(8) of the SEBI Listing
Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence. The Board of Directors of the Company has taken
on record the declaration and confirmation submitted by the Independent Directors after undertaking due
assessment of the veracity of the same. They are not liable to retire by rotation in terms of Section 149(13) of
the Act.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise in the fields of technology, strategy, finance, engineering and Law, etc. and that they
hold highest standards of integrity

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent
Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150
of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. They are
exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate
Governance Report.

Key Managerial Personnel (''KMP'')

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company:

â¢ Mr. J. G. Patwardhan CEO & CFO

â¢ Mr. S. R. Kshirsagar (Company Secretary)

Employees designated as Key Managerial Personnel (KMP) during the year
NIL

Directors and KMP''s resigned during the year/ change of status of Director
None of the Directors and KMPs resigned during the year ended March 31, 2023.

Procedure for Nomination and Appointment of Directors.

The NRC is responsible for developing competency requirements for the Board based on the industry and
strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company,
including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s
appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of
potential candidates vis-a-vis the required competencies and meeting the potential candidates, prior to making
recommendations of their nomination to the Board. At the time of appointment, specific requirements for the
position including expert knowledge expected is communicated to the appointee.

The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the
businesses and sectors applicable to the Company are identified by the Board and are available with the Board.
The Company has also mapped each of the skills, expertise and competencies against the names of the Board
Members possessing the same. The same is disclosed in the Corporate Governance Report forming part of this
Integrated Annual Report.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The relevant
information has been given in ''Annexure II'' which forms part of this Report. The Policy on Nomination &
Remuneration Policy is available on the website of the Company http://www.bfilpune.com/PDF/
Nomination%20Renumeration%20Policv.pdf

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of its Committees and
individual Directors for the year pursuant to the provisions of the Act and the SEBI Listing Regulations.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all
the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition
and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The
performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.
The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board
Evaluation which included aspects such as structure and composition of Committees, effectiveness of Committee
Meetings, etc.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the
NRC had one-on-one meetings with each Non-Executive, Non-Independent Directors.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors
and performance of the Board as a whole including the Chairman of the Board. The NRC reviewed the
performance of the Board, its Committees and of the Individual Directors. The same was discussed in the Board
Meeting that followed the meeting of the Independent Directors and the NRC, at which the feedback received
from the Directors on the performance of the Board and its Committees was also discussed.

The Company follows a practice of addressing each of the observations and suggestions by drawing up an action
plan and monitoring its implementation through the Action Taken Report which is reviewed by the Board of
Directors from time to time.

Directors proposed to be appointed / re-appointed at the ensuing Annual General Meeting

1) Appointment of Mr. A. B. Kalyani (DIN: 00089430) who retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.

2) Re-appointment of Mr. Sanjeev G. Joglekar (DIN: 00073826) as an Independent Director of the Company
for a second term of 5 (Five) consecutive years with effect from April 01, 2024 to March 31, 2029".

The brief resumes and other details relating to Directors who are proposed to be re-appointed, as required to
be disclosed under ''Regulations 2015'', form part of the Notes and Statement setting out material facts annexed
to the Notice of the Annual General Meeting.

36. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There were no new companies which have become or ceased to be its subsidiaries, joint ventures or associate
companies during the year.

37. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER
V OF THE COMPANIES ACT, 2013

The Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during
the year.

There are no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the
end of the financial year, nor has the Company done any one time settlement with any Bank or Financial
Institutions.

39. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks and balances, policies and
procedures. This includes code of conduct, whistle blower policy, MIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internal controls on a regular
basis. The internal audit is conducted by an Independent Chartered Accountant.

The Audit Committee deliberated with the members of the management, considered the systems as laid down
and met the internal audit team and statutory auditors to ascertain, their views on the internal financial control
systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial
control system as laid down and kept the Board of Directors informed. However, the Company recognises that
no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and
reviews ensure that such systems are updated on regular intervals.

40. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The Company is not required to comply with the provisions of Section 148 (1) of the Companies Act, 2013 with
respect to maintenance of cost records.

41. COMPOSITION OF BOARD AND AUDIT COMMITTEE

The composition of the Board and Audit Committee has been mentioned in the Corporate Governance Report
forming part of Annual Report.

42. COMPOSITION OF CSR COMMITTEE

The CSR Committee comprised 3 Members out of which 1 is independent Director. During the year under review,
one meeting of the CSR Committee was held, details of which are provided in the Corporate Governance
Report. The CSR Policy is available on the website of the Company at http://www.bfilpune.com/PDF/
Corporate%20Social%20Responsibilitv%20Policv.pdf. During the year under review, there were no instances
when the recommendations of the CSR Committee were not accepted by the Board.

The details of amount spent on CSR activities during the FY 2022-23 has been given in Annual report of CSR
annexed to this report.

43. WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided
a mechanism for directors and employees of the Company and other persons dealing with the Company to
report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud
or violation of the Company''s code of conduct. The aforesaid policy has also been uploaded on the Company''s
website http://www.bfilpune.com/PDF/Whisle%20Blower%20Policy.pdf

44. CASH FLOW

A Cash Flow Statement for the year ended March 31, 2023 is attached to the Balance Sheet.

45. CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part
of this Annual Report. The Chief Executive Officer and the Chief Financial Officer of the Company and Company
Secretary have certified to the Board on financial statements and other matters in accordance with the Regulation
17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended March 31, 2023.

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

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During
the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. No cases were pending at the beginning of the year and no
complaint was pending at the end of the financial year.

The Company has constituted Internal Complaints Committee under the POSH Act and during the year under
review, no complaints were received by the Committee.

47. SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards issued by The Institute of
Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies
Act, 2013, to the extent applicable.

48. CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

The Company has received a certificate from Mr. Sunny Warghade, Company Secretary confirming that none of
the Directors on the Board of the Company have been debarred or disqualified by MCA or SEBI or any such
statutory authority from being appointed / continuing as Director and the same is appended as ''Annexure VI''
to the Directors'' Report.

49. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is
available on the Company''s website at http://www.bfilpune.com/PDF/Annual%20Return(MGT-7).pdf.

50. ACKNOWLEDGMENT

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the
Company by the shareholders, employees and bankers, during the year.

For and on behalf of the Board of Directors

A. B. Kalyani

Director

DIN:00089430

J. G. Patwardhan S. R. Kshirsagar

Place : Pune CEO/CFO Company Secretary

Date : July 17, 2023 PAN : AEAPP5559B PAN : AWUPK4403D

Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting their Ninth Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended March 31, 2018.

FINANCIAL PERFORMANCE :

(Rs. in Million)

Particulars	Year ended 31^st March, 2018	Year ended 31^st March, 2017
Total Income	378.63	216.39
Total Expenditure	37.41	39.58
Profit before taxation	341.22	176.81
Provision for tax (including Deferred Tax)	(4.36)	(0.19)
Net Profit	198.03	178.32
Balance of Profit/(Loss) from previous year	3724.16	3581.50
Add Profit for the year	198.03	178.32
Balance available for appropriation	3922.19	3759.82
Appropriations :
Transfer to Reserve Fund in terms of Section 45-IC of the Reserve Bank of India Act, 1934	39.61	35.66
Balance carried to Balance Sheet	3882.58	3724.16

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2018 stood at Rs.188.34 Million. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended March 31, 2018. MANAGEMENT DISCUSSION AND ANALYSIS

The main object of the Company is to make strategic investments in the Kalyani Group Companies. The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

COMPANY PERFORMANCE

During the Financial Year under review, your Company earned total income of Rs.37.86 Crores (previous years Rs.21.64 Crores). The net profit after tax is Rs.19.80 Crores (previous years Rs.17.83 Crores).

OPERATIONS OF THE COMPANY

The main operations of the Company are that of investments and majority of the investments of the Company are in the nature of strategic investments in Kalyani Group Companies. The investment pattern of the Company also complies with the requirement for the Company continuing to qualify as a Non Deposit taking Core Investment Company. The main source of income for the Company is in the form of dividends as declared by these companies.

HUMAN RESOURCES

As on March 31, 2018, the Company has 2 employees, including the C.E.O., C.F.O. & Company Secretary.

CONCERNS AND THREATS

- Fluctuations in the securities market and global economic scenario, may pose a risk of devaluation of the investments made by the Company.

- Main source of income for the Company is dividend from the Kalyani Group Companies.

- The risks and concerns associated with the businesses / operations of these investee companies, which may impact the performance of these companies, could result in variation in dividends declared by these companies.

- Non recovery of principal of the amounts lent and interest thereon.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency and accuracy in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internal audit is conducted in house. The Audit Committee of the Board reviews the Internal Audit process and the adequacy and effectiveness of internal audit and controls periodically.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company as on March 31, 2018.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARDâS REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The details are given in âAnnexure Iâ

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as âAnnexure IIâ to this Report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, eight Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations 2015 hereinafter called âRegulations, 2015â.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, in respect of Directorsâ Responsibility Statement, your Directorsâ state that:

a) in the preparation of the Annual Financial Statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Note - 3 to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 2015.

COMPANYâS POLICY ON DIRECTORSâ AND KMPâS APPOINTMENT AND REMUNERATION

Directorâs appointment and remuneration is done as per the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as âAnnexure IIIâ to this Report

ACCOUNTS AND AUDIT

a. Statutory Auditors

Mr. Hrushikesh Kulkarni, Chartered Accountant, Pune has been the Statutory Auditor of the Company since the 8^th AGM of the Company held in 2017. Mr. Hrushikesh Kulkarni has concluded the statutory audit of the Company, and has issued an unmodified audit opinion on the financial statements of the Company, without any adverse observations, qualifications or reservations.

Mr. Hrushikesh Kulkarni submitted his resignation letter to the Board of the Company on 16^th July, 2018, to be effective from the conclusion of the 9^th AGM of the Company.

The Board of Directors has recommended for appointment M/s. P. G. Bhagwat, Chartered Accountants (FRN.101118W), Pune, as Statutory Auditors of the Company in place of Mr. Hrushikesh Kulkarni, Chartered Accountant, from the conclusion of ensuing Annual General Meeting (AGM) till the conclusion of Fourteenth Annual General Meeting.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as âAnnexure IVâ to this Report.

c. CONSOLIDATED ACCOUNTS

The Consolidated Accounts for the year ended 31^st March, 2018 are enclosed.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORSâ AND SECRETARIAL AUDITORSâ REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by Mr. Hrushikesh S. Kulkarni, Statutory Auditors, in his Audit Report. M/s. SVD & Associates, Practicing Company Secretary, in their Secretarial Audit Report have made certain qualifications. The auditors qualifications and Boards explanation thereto are summarized as under:

Auditors Qualifications	Boardsâ explanation
Secretarial Audit -
The Audited Consolidated Financial statements and Financial Results for the year ended on 31^st March, 2017 were submitted to the Stock exchanges beyond the time period prescribed under Regulation 33 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.	The finalization of accounts and audit of some of the Associates was delayed resulting into delay in finalization of Companyâs Consolidated Financials. These were due to factors beyond control of management.
The Compliance Certificate for the half year ended 30^th September, 2017 as required under Regulation 7(3) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 was filed beyond stipulated time.	The delay in filing was1 day and was by oversight and one time.
The company has not published Notice of meeting of Board of Directors held on 6^th November, 2017 in Newspaper as required under Regulation 47(1) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.	The failure was accidental and one time.
The Company has not expended any amount for Corporate Social Responsibility activities as per Section 135 of the Act for the Financial 2016-17	The Company has identified the areas and the projects for spending the amounts allocated for CSR activities for Financial 2017-18. The Company has spent on CSR activities amounts due for FY 2014-15.
The Company Has not disclosed sitting fees paid to the Independent Directors in Annexure -IIMGT-9 of the Boardâs Report for the Financial Year 2016-17 as required under section 92(3)of the Act, however same has been disclosed in Corporate Governance Report.	The matter has been explained in the observation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has invested Rs.30.34 Crores (net) in preference shares of two companies. The closing balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current Investments in the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at armâs length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC - 2. Related Party Disclosures as per AS -18 have been provided in Note no. 4.25 to the Financial Statements.

STATE OF COMPANYâS AFFAIRS

Discussion on state of Companyâs affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, except as disclosed elsewhere in this report.

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

A. Conservation of Energy and Technology Absorption

The Company has no particulars to report regarding conservation of energy, technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, read with Rules thereunder.

B. Foreign exchange earnings and outgo

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The details of the CSR Policy and initiatives taken by the Company towards CSR during the year are annexed as âAnnexure Vâ to this Report.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, Rules thereunder and âRegulations, 2015â, the Board has carried out evaluation of its own performance and that of its Committees and individual Directors. Interested Directors did not participate for their evaluation.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The information is given at the relevant places in the Financial Statements.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director	Designation	Term of appointment
Mr. A. B. Kalyani	Director	Re-appointed with effect from August 5, 2017, subject to retirement by rotation

Employees designated as Key Managerial Personnel (KMP) during the year NIL

Directors and KMPâs resigned during the year

None of the KMPâs resigned during the year ended March 31, 2018.

Directors proposed to be re-appointed at the ensuing Annual General Meeting

Mr. A.B. Kalyani (DIN : 00089430) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief resumes and other details relating to Director who is proposed to be re-appointed, as required to be disclosed under Regulations 2015, form part of the Notes and Statement setting out material facts annexed to the Notice of the Annual General Meeting.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year the Company has sold out the shares of Kalyani Agro Corporation Ltd. Consequently Kalyani Agro Corporation Ltd. is no more associated with the Company.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013

None.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks and balances, policies and procedures. This include code of conduct, whistle blower policy, MIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internal controls on a regular basis.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct. The aforesaid policy has also been uploaded on the Companyâs website.

CASH FLOW

A Cash Flow Statement for the year ended March 31, 2018 is attached to the Balance Sheet.

CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

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

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

B.B. Hattarki M.U. Takale

Place : Pune Director Director

Date : 20^th July, 2018 DIN:00145710 DIN:01291287

Mar 31, 2017

To,

The Members,

The Directors have pleasure in presenting their Eighth Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended March 31, 2017.

FINANCIAL PERFORMANCE :

(Rs. in Million)

Particulars	Year ended 31^st March, 2017	Year ended 31^st March, 2016
Total Income	216.39	249.90
Total Expenditure	39.58	26.93
Profit before taxation	176.81	222.97
Provision for tax (including Deferred Tax)	(0.19)	7.65
Net Profit	178.32	215.32
Balance of Profit/(Loss) from previous year	3581.50	3409.24
Add Profit for the year	178.32	215.32
Balance available for appropriation	3759.82	3624.56
Appropriations :
Transfer to Reserve Fund in terms of Section 45-IC of the Reserve Bank of India Act, 1934	35.66	43.06
Balance carried to Balance Sheet	3724.16	3581.50

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2017 stood at Rs.188.34 Million. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^stMarch, 2017, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended March 31, 2017.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company as on March 31, 2017.

The details are given in âAnnexure Iâ

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as âAnnexure IIâ to this Report.

NUMBER OF MEETINGS OF THE BOARD

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, in respect of Directorsâ Responsibility Statement, your Directorsâ state that:

a) in the preparation of the Annual Financial Statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Note - 3 to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 2015.

COMPANYâS POLICY ON DIRECTORSâ AND KMPâS APPOINTMENT AND REMUNERATION

ACCOUNTS AND AUDIT

a. Statutory Auditors

The Board of Directors has recommended for appointment of Mr. Hrushikesh S. Kulkarni, Chartered Accountant, Pune (Membership Number 160187), as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting (AGM) till the conclusion of Thirteenth Annual General Meeting.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates, Company Secretaries, (Membership No. FCS 1321 CP No. 965), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as âAnnexure IVâ to this Report.

c. CONSOLIDATED ACCOUNTS

The Consolidated Accounts for the year ended 31^st March, 2017 are enclosed.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORSâ AND SECRETARIAL AUDITORSâ REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by Mr. Prashant V. Deo, Statutory Auditors, in his Audit Report. M/s. SVD & Associates, Practicing Company Secretary, in their Secretarial Audit Report have made certain qualifications. The auditors qualifications and Boards explanation thereto are summarized as under:

Auditors Qualifications

Boardsâ explanation

Secretarial Audit -

The Company has not expended any amount for Corporate Social Responsibility activities as per Section 135 of the Act for the Financial 2016-17

The Company has identified the areas and the projects for spending the amounts allocated for CSR activities for Financial 2016-17. The Company has spend on CSR activities amounts due for FY 2014-15.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has invested Rs.3.00 Crores (net) in preference shares of a Company and Rs.9.83 Crores in equity shares of a Company. The closing balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current Investments in the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

STATE OF COMPANYâS AFFAIRS

Discussion on state of Companyâs affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, except as disclosed elsewhere in this report.

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

A. Conservation of Energy and Technology Absorption

The Company has no particulars to report regarding conservation of energy, technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, read with Rules thereunder.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

BOARD EVALUATION

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The information is given at the relevant places in the Financial Statements.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director	Designation	Term of appointment
Mr. A. B. Kalyani	Director	Re-appointed with effect from September 30, 2016, subject to retirement by rotation

Employees designated as Key Managerial Personnel (KMP) during the year NIL

Directors and KMPâs resigned during the year

None of the KMPs resigned during the year ended March 31, 2017.

Directors proposed to be re-appointed at the ensuing Annual General Meeting

Mr. A.B. Kalyani retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief resumes and other details relating to a Director who is proposed to be re-appointed, as required to be disclosed under Regulations 2015, form part of the Notes and Statement setting out material facts annexed to the Notice of the Annual General Meeting.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

None.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013

None.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Audit Committee along with Management review the internal audit and internal controls on a regular basis.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct. The aforesaid policy has also been uploaded on the Companyâs website.

CASH FLOW

A Cash Flow Statement for the year ended March 31, 2017 is attached to the Balance Sheet.

CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

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

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

B.B. Hattarki M.U. Takale

Director Director

Pune:28^th June, 2017 DIN:00145710 DIN:01291287

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Sixth Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL PERFORMANCE :

(Rs. in Million)

Particulars Year ended Year ended 31st March, 31st March, 2015 2014

Total Income 207.31 229.16

Total Expenditure 16.76 24.77

Profit before taxation 190.56 214.25

Provision for tax (including Deferred 3.05 14.79 Tax)

Net Profit 187.51 199.46

Balance of Profit/(Loss) from previous 3,259.24 3,099.67 year

Add Profit for the year 187.51 199.46

Balance available for appropriation 3,446.75 3,299.13

Appropriations :

Transfer to Reserve Fund in terms of 37.50 39.89 Section 45-IC of the Reserve Bank of India Act, 1934

Balance carried to Balance Sheet 3,409.24 3,259.24

DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2015. MANAGEMENT DISCUSSION AND ANALYSIS

The main object of the Company is to make strategic investments in the Kalyani Group Companies. The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

COMPANY PERFORMANCE

During the Financial Year under review, your Company earned total income of 20.73 Crores (previous years 22.92 Crores). The net profit after tax is 18.75 Crores (previous years 19.95 Crores).

OPERATIONS OF THE COMPANY

The main operations of the Company are that of investments and majority of the investments of the Company are in the nature of strategic investments in Kalyani Group Companies. The investment pattern of the Company also complies with the requirement for the Company continuing to qualify as a Non Deposit taking Core Investment Company. The main source of income for the Company is in the form of dividends as declared by these companies.

HUMAN RESOURCES

As on 31st March 2015, the Company has 2 employees, including the CEO / CFO.

CONCERNS AND THREATS

* Fluctuations in the securities market and global economic scenario, may pose a risk of devaluation of the investments made by the Company.

* Main source of income for the Company is dividend from the Kalyani Group Companies.

* The risks and concerns associated with the businesses / operations of these investee companies, which may impact the performance of these companies, could result in variation in dividends declared by these companies.

* Non recovery of principal of the amounts lent and interest thereon.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency and accuracy in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internal audit is conducted in house. The Audit Committee of the Board reviews the Internal Audit process and the adequacy and effectiveness of internal audit and controls periodically.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

LISTING FEES

The annual listing fees for the year under review have been paid to the Stock Exchanges, where your Company's shares are listed.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company as on 31st March, 2015.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as 'Annexure I' to this Report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, six Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, in respect of Directors' Responsibility Statement, your Directors' state that:

a) in the preparation of the Annual Financial Statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Note - 2 to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as 'Annexure II' to this Report.

AUDITORS

a. Statutory Auditors

The Board of Directors has recommended ratification of re-appointment of Mr. Prashant V. Deo, Chartered Accountant, Pune (Membership Number 041609), as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting (AGM) to be held on 19th September, 2015 till the conclusion of next Annual General Meeting.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SVD & Associates, Company Secretaries, (Membership No. FCS 1321 CP No. 965), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as 'Annexure III' to this Report.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by Mr. Prashant V. Deo, Statutory Auditors, in his Audit Report. M/s. SVD & Associates, Practicing Company Secretary, in their Secretarial Audit Report have made certain qualifications. The auditors qualifications and Boards explanation thereto are summarized as under:

Auditors Qualifications Boards' explanation

The Company has not filed Form MGT14 Company has initiated as required u/s 179 of the Companies the process for filing of Act, 2013 for the board application of condonation resolutions as mentioned below: of delay for the same.

A) Disclosure of interest by Directors as required u/s 184 (1) of the Companies Act, 2013.

B) Approval of Board's Report and Corporate Governance Report

C) Appointment of Internal Auditor as required u/s 138 of the Companies Act, 2013

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has not invested any funds in equity capital of any company. The closing balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current Investments in the Financial Statements. The company has granted short term and long term loans of Rs. 9.28 Cr. (net) and issued corporate guarantees of Rs. 76 Cr. (net) during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB- SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm's length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC - 2. Related Party disclosures as per AS -18 have been provided in Note no. 3.25 to the Financial Statements.

STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, except as disclosed elsewhere in this report.

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

A. Conservation of Energy and Technology Absorption

The Company has no particulars to report regarding conservation of energy, technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, read with Rules thereunder.

B. Foreign exchange earnings and outgo

Sr. No. Particulars Amount in Rs

i Foreign Exchange earned in terms of actual inflows during the year Nil

ii Foreign Exchange outgo during the year in terms of actual outflows Nil

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The details of the CSR Policy and initiatives taken by the Company towards CSR during the year are annexed as 'Annexure IV' to this Report.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, Rules thereunder and Clause 49 of Listing Agreement, the Board has carried out evaluation of its own performance and that of its Committees and individual Directors.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

This information is not required to be given since the Company is not required to prepare consolidated accounts for the year ended 31st March, 2015.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the Financial Year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director Designation Term of appointment

Mr. B.B. Hattarki * Independent Director Five consecutive years commencing from 16th September, 2014 up to 15th September, 2019

Mr. M.U. Takale * Independent Director Five consecutive years commencing from 16th September, 2014 up to 15th September, 2019

Ms. A.A. Sathe Additional Director Upto the ensuing Annual General Meeting

Mr. B.N. Kalyani Director Re-appointed with effect from 16th September, 2014, subject to retirement by rotation

*Appointed as Independent Directors in accordance with Section 149 of Companies Act, 2013 and Clause 49 of the Listing Agreement.

Employees designated as Key Managerial Personnel (KMP) during the year

Name of the KMP Designation

Mr. J.G. Patwardhan CEO & CFO

Mr. S.R. Kshirsagar Company Secretary

Directors and KMP's resigned during the year

Non of the directors or KMPs resigned during the year ended 31st March, 2015.

Directors proposed to be re-appointed at the ensuing Annual General Meeting

Mr. A.B. Kalyani retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Ms. A.A. Sathe was appointed as Additional Director on 31st March, 2015. Her term of office expires at the end of the ensuing Annual General Meeting. A proposal for her appointment of Independent Director is placed for the approval of members at the ensuing Annual General Meeting.

The brief resumes and other details relating to Directors who are proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Notes and Statement setting out material facts annexed to the Notice of the Annual General Meeting.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

None.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013

None.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks and balances, policies and procedures. This includes code of conduct, whistle blower policy, MIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internal controls on a regular basis.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

INFORMATION FORMING PART OF THE DIRECTORS' REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed at 'Annexure V' to this Report.

PARTICULARS OF EMPLOYEES

The particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year, no employee was in receipt of remuneration in excess of the limits prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, requiring disclosures prescribed thereunder, in this report.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct. The aforesaid policy has also been uploaded on the Company's website.

CASH FLOW

A Cash Flow Statement for the year ended 31st March 2015 is attached to the Balance Sheet.

CORPORATE GOVERNANCE

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

B.B. Hattarki A.B. Kalyani Director Director Pune: 22nd July, 2015 DIN:00145710 DIN:00089430

Mar 31, 2014

The Members,

The Directors have pleasure in presenting their Fifth Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year Year ended ended 31st March, 31st March, 2014 2013

Income from Operations 229.17 380.33

Profit before Interest and 220.17 291.22

Depreciation

Less: Interest 1.02 0.60

Depreciation 4.90 2.50

Profit before tax 214.25 288.12

Provision for Taxation 14.79 24.38

Net Profit/(Loss) for 199.46 263.74 the year / period

Less: Transfer to 39.89 52.74 Reserve Fund

Profit for the year after 159.57 211.00 taxation and appropriation

As per last account 3099.67 2888.67

Balance carried to 3259.24 3099.67 Balance Sheet

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2014.

3. OPERATIONS :

During the year ended 31st March, 2014, your Company earned a total income of Rs. 229.17 Million (previous period Rs. 380.33 Million) and earned a profit of Rs. 199.46 Million (previous period Rs. 263.74 Million).

4. SUBSIDIARIES :

The Company does not have any subsidiary Company.

5. PARTICULARS OF EMPLOYEES :

During the year under report, no employee, throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

The additional information required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Not Applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and Development (R & D) : Not Applicable.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO : Total Foreign Exchange Used and Earned : Used : Nil

Earned : Nil

7. DIRECTORS :

In accordance with the provisions of the companies Act, 1956 and the Articles of Association of the Company, Mr.B. N. Kalyani Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, he offers himself for reappointment.

Mr. B. B. Hattarki and Mr. M. U. Takale are proposed to be appointed as Independent Directors.

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been

followed along with proper explanation relating to material departures ;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 year under review ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

9. AUDITORS :

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of

the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

PUNE B.N. KALYANI

Dated : 29th May, 2014 Chairman

Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting their 4th Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year Year ended ended 31st March, 31st March, 2013 2012

Income from Operations 385.33 505.90

Profit before Interest and 291.22 518.79 Depreciation

Less : Interest 0.60 6.00

Depreciation 2.50 1.90

Profit before tax 288.12 510.89

Provision for Taxation 24.38 75.92

Net Profit/(Loss) for 263.74 434.97 the year / period

Less : Transfer to 52.74 87.00 Reserve Fund

Profit for the year after 211.00 347.97 taxation and appropriation

As per last account 2888.67 2540.70

Balance carried to 3099.67 2888.67 Balance Sheet

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2013.

3. OPERATIONS :

During the year ended 31st March, 2013, your Company earned a total income of Rs. 385.33 Million (previous period Rs. 505.90 Million) and earned a profit of Rs. 263.74 Million (previous period Rs. 434.97 Million).

4. SUBSIDIARIES :

The Company does not have any subsidiary Company.

5. PARTICULARS OF EMPLOYEES :

During the year under report, no employee, throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

The additional information required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Not Applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and Development (R & D) :

Not Applicable.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO : Total Foreign Exchange Used and Earned :

Used : Nil

Earned : Nil

7. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. N. Kalyani and Mr. A. B. Kalyani, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

9. AUDITORS :

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the

Board of Directors PUNE B.N. KALYANI

Dated : 24th May, 2013 Chairman

Mar 31, 2012

The Directors have pleasure in presenting their Third Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year Year ended ended

31st March, 31st March, 2012 2011

Income from Operations 505.90 418.30

Profit before Interest and 518.79 228.73 Depreciation

Less : Interest 6.00 11.68

Depreciation 1.90 2.51

Profit before tax 510.89 214.54

Provision for Taxation 75.92 81.93

Net Profit/(Loss) for 434.97 132.61

the year / period

Less : Transfer to 87.00 26.52

Reserve Fund

Profit for the year after 347.97 106.09

taxation and appropriation

As per last account 2540.70 2434.61

Balance carried to 2888.67 2540.70

Balance Sheet

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2012.

3. OPERATIONS :

During the year ended 31st March, 2012, your Company earned a total income of Rs. 505.90 Million (previous period Rs. 418.30 Million) and earned a profit of Rs. 434.97 Million (previous year Rs. 132.61 Million).

4. SUBSIDIARIES :

The Company does not have any subsidiary Company.

5. PARTICULARS OF EMPLOYEES :

During the year under report, no employee, throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

The additional information required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Not Applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and Development (R & D) :

Not Applicable.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO : Total Foreign Exchange Used and Earned :

Used : Nil

Earned : Nil

7. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. B. Hattarki and Mr. M. U. Takale, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

8. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 year under review ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

9. AUDITORS :

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the

Board of Directors

PUNE B.N. KALYANI

Dated : 19th May, 2012 Chairman

Mar 31, 2011

The Directors have pleasure in presenting their Second Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million)

Year Period ended ended 31st March, 31st March, 2011 2010

Income from Operations 418.30 711.89

Profit before Interest and 228.73 591.90 Depreciation

Less : Interest 11.68 -

Depreciation 2.51 0.20

Profit before tax 214.54 591.70

Provision for Taxation 81.93 93.03

Net Profit/(Loss) for 132.61 498.67 the year / period

Less : Transfer to 26.52 99.74 Reserve Fund

Profit for the year after 106.09 398.93 taxation and appropriation

Add : Transferred from 2035.46 BF Utilities Ltd.

Other adjustment .22

As per last account 2434.61 -

Balance carried to 2540.70 2434.61 Balance Sheet

2. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2011.

3. OPERATIONS :

During the year ended 31st March, 2011, your Company earned a total income of Rs. 418.30 Million (previous period Rs.711.89 Million) and earned a profit of Rs.132.61 Million (previous period Rs.498.67 Million).

4. SUBSIDIARIES :

The Company does not have any subsidiary Company.

5. PARTICULARS OF EMPLOYEES :

During the year under report, no employee, throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

The additional information required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Not Applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and Development (R & D) : Not Applicable.

2. Technology Absorption, Adaptation and Innovation :

The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO : Total Foreign Exchange Used and Earned :

Used : Nil

Earned : Nil

7. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. N. Kalyani and Mr. A. B. Kalyani, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

8. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 year under review ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on a going concern basis.

12. AUDITORS :

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team and the employees of the Company at all levels.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

B.N. KALYANI Chairman

PUNE Dated : 25th May, 2011

Mar 31, 2010

The Directors have pleasure in presenting their First Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the period ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS :

(Rs. in Million) Period ended 31st March, 2010

Income from Operations 711.89

Profit before Interest and Depreciation 591.90 Less : Interest

Depreciation 0.20

Profit before tax 5 91.70

Provision for Taxation 93.03

Net Profit/(Loss) for the period 49 8.67

2. INCORPORATION :

The Company was incorporated on 26th May, 2009 and obtained Certificate of Commencement of business on 20th July, 2009.

3. DIVIDEND :

Your Directors do not recommend any dividend on the equity shares for the year ended 31st March, 2010.

4. SCHEME OF ARRANGEMENT :

The Honble Bombay High Court, vide its Order dated 5th February, 2010, approved the Scheme of Arrangement between BF Utilities Limited (BFUL) (hereinafter referred to as the "Amalgamated Company" / the "Demerged Company") and Bhalchandra Investment Limited, Forge Investment Limited, Mundhwa Investment Limited, Jalakumbhi Investment and Finance Limited, Jalakamal Investment and Finance Limited, Kalyani Utilities Development Limited, (hereinafter collectively called as the "Amalgamating Companies") and BF Investment Limited (BFIL) (hereinafter referred to as the "Resulting Company") and their Respective Shareholders ("the Scheme"). The Scheme became effective on 26th February, 2010, and the Appointed Date of the Scheme is 1st April, 2009.

As per Scheme of Arrangement the Infrastructure Undertakings as explained in Clause 2.10 of the

Scheme has been vested in BF Utilities Limited and the Investment Business Undertaking, as explained in Clause 2.6 of the Scheme stood transferred to and vested in BF Investment Ltd.

Pursuant to the Scheme, on 1 5th March, 2010 the Resulting company, BFIL has allotted Equity Shares to the Shareholders of BFUL, whose names appeared on the Register of Members on 12th March, 2010 (being the Record Date fixed for this purpose), in the ratio of 1 Equity Share of Rs.5/- each fully paid up of BFIL for every 1 Equity Share of Rs.5/- each held in BFUL.

Necessary applications have been already filed by BFIL with National Stock Exchange of India Ltd., Bombay Stock Exchange Ltd. and Pune Stock Exchange Ltd. for listing of its Equity Shares.

5. OPERATIONS :

Pursuant to the Scheme the Company has taken over the Investment Business undertaking of BFUL on going concern basis w.e.f.l" April, 2009.

6. INVESTOR RELATIONS :

As stated above, the Company has allotted Equity Shares to the existing shareholders of BFUL on 1 5th March, 2010. The Company has allotted the same in both, physical as well as demat form. For that purpose, the Company has already entered into agreements with both the depositories presently operating viz. National Securities Depository Limited and Central Depository Services (India) Limited for dematerialisation of shares.

7. SUBSIDIARIES:

The Company does not have any subsidiary Company.

8. PARTICULARS OF EMPLOYEES :

During the period under report, no employee, throughout the period or part of the period was in receipt of remuneration upto or in excess of the sums prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

The additional information required under the provisions of Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Report is reproduced hereunder :

I. CONSERVATION OF ENERGY : Not Applicable.

II. TECHNOLOGY ABSORPTION :

1. Research and Development (R&D): Not Applicable.

2. Technology Absorption, Adaptation and Innovation : The Company has not imported any technology.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Total Foreign Exchange Used and Earned :

Used : Nil

Earned : Nil

10. DIRECTORS :

Mr. B. N. Kalyani, Mr. A. B. Kalyani and Mr. B. B. Hattarki were appointed as first directors of the Company in the Articles of Association of the Company. All the first directors retire at the 1st Annual General Meeting. The Company has received notices in writing from members proposing the candidature of Mr. B. N. Kalyani, Mr. A. B. Kalyani and Mr. B. B. Hattarki as director of the Company. The matter is included in the Notice for the ensuing Annual General Meeting.

Mr. M. U. Takale was appointed as an Additional Director of the Company w.e.f. 5th March, 2010. A notice proposing appointment of Mr. M. U. Takale as Director having been received, the matter is included in the Notice for the ensuing Annual General Meeting.

1 1. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 21 7(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the accounts for the financial period ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 period and of the profit or loss of the company for the period under review ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) That the Directors have prepared the annual accounts for the financial period ended 31st March, 2010 on a going concern basis.

12. AUDITORS:

Dalai and Shah, Chartered Accountants, who were the first auditors of the Company, appointed by the Board of Directors, have resigned on 1st February, 2010. The Shareholders in the Extra Ordinary General Meeting held on 25th February, 2010, have filled up the casual vacancy arising due to this resignation, by appointing Prashant V. Deo, Chartered Accountant, as statutory auditor of the Company for the financial year ended 31st March, 2010, to hold the office till the conclusion of the first Annual General Meeting.

Mr. P.V. Deo - Chartered Accountant, being eligible, offers himself for reappointment as Auditor.

You are requested to re-appoint Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Your directors wish to place on record their appreciation for the positive co-operation received from the Central Government, Government of Maharashtra, Financial Institutions and the Bankers. The directors also wish to place on record their appreciation of the unstinted efforts and contributions made by the Management Team at all levels.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

PUNE B.N. KALYANI

Dated : 22nd July, 2010 Chairman

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