Report of the Board of Directors of BMB MUSIC AND MAGNETICS LIMITED for the Financial Year ended March 31, 2025

To,

The Members,

BMB Music and Magnetics Limited

Your Directors have the pleasure of presenting the 34th Annual Report of the company together with financial statements for the Financial Year ended March 31,2025.

The provisions of section 134 (3) (a) prescribes the Company to mention the web address, if any, where the Annual Return referred to in sub section (3) of Section 92 has been placed, the Company have a website www.bmbmusicandmagnetics.com.

(A) Whether Company is an OPC or small company as at the FY end date

NO

During the Financial Year 2024-25, the Company held (8) eight meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below.

rO COMMITTEE MEETING Number of meetings held

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Dir ectors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair' view of the state of affair s of the company at the end of the financial year and of the profit of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) Company being unlisted sub clause (e) of section 134(5) is not applicable.

(f) The dir ectors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year under review, 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 Companies Act, 2013, details of winch need to be mentioned in this Report.

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

The Board has duly constituted its nomination and remuneration committee in line with the provision of the Companies Act, 2013, the Committee comprised of 3 members as on 31st March, 2025. Details of Nomination and Remuneration Committee Meeting:-

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

Appointment Criteria & Qualification:

The appointment of Director, Key Managaial Pasonnel and Senior Management will be based on the outcome of paformance review.

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

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

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

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

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

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

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

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

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

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

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

Then appointment was recommended by Audit Committee.

The Cost Audit in pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable on the company.

In terms of Section 204 of the Act and Rules made there under, M/s. ATCS & Associates, Company Secretaries have been appointed Secretarial Auditors of the Company for the financial year 2024-25. The report of the Secretarial Auditors is enclosed as Annexure-A.

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Section 186 details

Details of loan, guarantee, investment or security is given by the company as pa' section 186

(a) *Wketker any loan, guarantee is given by the company or securities of any otka body corporate purchased - (No)

(b) Whether the Company falls in the category provided unda section 186(11) -(No)

(c) *Are there any reportable transactions on which section 186 applies (Whether or not threshold exceeds 60% of its paid-up share capital, free resaves and securities premium account or 100% of its free reserves and securities premium account) - (No)

(d) Brief details as to why transaction is not reportable NA

*Number of tr ansactions

During the period under review, the Company had reported turnover of Rs. 255.00 (amount in Lakhs) turnover which has been increased as compared to previous Financial Year turnover of Rs. 11.50 (amount in Lakhs). The net profit of the Company was recorded as Rs. 1 26.88 (amount in Lakhs), which is further a substantial incr eased as compared to the profit of Rs. 5.18 (amount in Lakhs) as in pr evious Financial Year.

Company has not transferred any amounts in the Reserves in terms of Section 134(3) (J) of the Companies Act, 2013.

During Financial Year 2024-25, Board of Directors did not recommend any Dividend to Shareholders of the Company and does not form any Dividend policy.

The material changes and commitment made by directors affecting financial position of the company dining the financial year are as follows:

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

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

Details on policy development and implementation by company on corporate social responsibility initiatives taken during year

(a) (i) * Whether CSR is applicable as per section 135: NOT .APPLICABLE

(ii) Turnover (in Rs.): Nil

(iii) Net worth (in Rs.): Nil

(b) Net profits for last three financial years

17. Average net profit of the company for last three financial years (as defined in Explanation to sub-section (5) section 135 of the Act) (in Rupees) : Nil

18. Prescribed CSR Expenditure (two per cent, of the amount as in item 17 above) (in Rupees): Nil

19. Total amount spent on CSR for the financial year (in Rupees): Nil

(b) Amount spent in local area (in Rupees) Nil

(c) Manner in which the amount spent during the financial year as detailed below NA Number of CSR activities

(If number of programmes/ projects/ activities is more than twenty, submit the remaining details in EXCEL sheet as specified in instruction kit): NA

20. Give details (name, address and email address) of implementing agency (ies), NA 21 (a) Explanation for not spending

(Inability of company to formulate a well-conceived CSR Policy/Adoption of long gestation CSR programmes or projects/Suitable implementing agencies not found/ Non-receipt of utilization certificate from implementing agencies/Delay in formation of CSR coimnittee/Delay in implementation of plan/restricting of CSR polices etc./ budget advanced to NGO'S but not spent / delay in project identification/Lack of prior expertise/Delay in capacity building/Others), NA

(b) If others, specify, NA

22. Whether a responsibility statement of the CSR Committee on the implementation and monitoring of C SR policy is enclosed to the board report. NA

Energy conservation, technology absol ution & Foreign Exchange Earnings and OiiIpo

(i) Efforts, in brief, made towards technology absorption: Nil

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, inport substitution, etc.: Nil

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: Nil

(a) Details of technology imported: N. A.

(b) Year of inport: N.A.

(c) Whether the technology been fully absorbed: N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: N.A.

(iv) The expenditure incurred on Research and Development: N.A.

Steps Taken / inpact on conservation of energy, with special reference to the following:

(i) Steps taken or inpact on conservation of energy: Not Applicable.

(ii) Steps taken by the conpany for utilizing alternate sources of energy including w^aste generated: Not Applicable.

(iii) Capital investment on energy conservation equipment: Nil

Conpany does not have any Subsidiary, Joint venture or Associate Conpany.

The Conpanies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Conpany. The system should be designed and operated effectively. Rule 8(5) (viii) of Conpanies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report. To ensure effective Internal Financial Controls the Conpany has laid down the follow'ing measures:

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

All operations are executed through Standard Operating Procedur es (SOPs) in all functional activities for wirich key manuals have been put in place. The manuals are updated and validated periodically.

All legal and statutory conpliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as wrell as external agencies in the system.

Approval of all transactions is ensured thr ough a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

The Conpany follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset

Verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessaiy action.

Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.-NA

No application is made and/or no proceedings are pending under Insolvency and Bankruptcy Code, 2016 in favor and/or against the Company during the year and after the end of the financial year till the signing of this Board Report

Not applicable

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

There is no change in the Nature of Business of the Company during the Year' under Review. (IX) Directors and Key Managerial Personnel

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

Thus, the Board of Directors of BMB Music and Magnetics Limited does not have an optimum mix of Executive and Non-Executive Directors.

As on 31s* March, 2025, the Board of the Company consists of five (5) Directors. The composition and category of Directors/KMP is as follow:

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

(i) Deposits accepted during year.

(ii) Deposits remained unpaid or unclaimed at end of year

(iii) Amount of default in repayment of deposits or payment of interest there on beginning of year

(iv) Maximum amount of default in repayment of deposits or payment of interest thereon during year

(v) Amount of default in repayment of deposits or payment of interest thereon end of year

(vi) Number of cases of default in repayment of deposits or payment of interest thereon beginning of year

(vii) Maximum number of cases of default in repayment of deposits or payment of interest thereon during year

(viii) Number of cases of default in repayment of deposits or payment of inter est thereon end of year

(ix) Details of deposits which are not in compliance with requirements of Chapter V of Act.

There are no significant material orders passed by the Regulators / Courts which would inpact the going concern status of the Coup any and its future operations.

Pursuant to the provisions of the Conpanies Act, 2013 and SEBI (Listing Obligation and Disclosur e Requirement) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration and other committees as per the Board Evaluation policy.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the conposition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was canied out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Conpany and its minority shareholders etc. The pafoimance evaluation of the Independent Directors was canied out by the entire Board. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors.

Conpany has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy.

The Conpany has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further the Conpany was committed to providing a safe and conducive work environment to its enployees during the year under review. Your Directors further state that 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.

Summary of sexual harassment conplaints received and disposed of during the financial year: -

• No. of conplaints received: Nil

• No. of conplaints disposed off: Nil

• No. of conplaints pending: Nil

• No. of conplaints unsolved: Nil

• No. of sexual harassment conplaints beyond 90 days: Nil

• The Maternity Benefit Act is not applicable to the company, as the conpany has no female enployees.

• There are 5 employees in the company.

• Female: 1

• Male: 4

• Transgender: 0

During FY 2024-25, there is no change in the capital structure of Coup any. The authorized Share Capital of Company is Rs. 6,50,00,000/- (Rs. Six Crore and Fifty Lakhs only) and Paid up share Capital of Company is Rs. 6,05,97,000/- (Rs. Six Crore Five Lakh and Ninety Seven Thousand only).

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

During the year the company has not accepted any amount from its director(s) and his/their relatives.

During the year under review, no related party transaction as referred under Section 188 of the Companies Act, 2013 were entered.

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

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

As per amendment in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Amendment Rules, 2016 dated 30.06.2016, details of top ten employees in terms of remuneration drawn, employed by the Company during the Financial Year 2024-25 pursuance the provisions in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Amendment Rules, 2016 and Disclosur es pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Statement of Particulars of employees is NIL.

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

The Board has duly constituted the Audit Committee in line with the provision of the Companies Act, 2013.The Audit Committee comprised of 3 members as on 31s1 March, 2025. The detail of the composition of the Audit committee as follows:

The Company has not obtained Credit Rating from any credit rating agency during the Financial Year 2024-25.

Ill terms ofthe Section 138 ofthe Companies Act, 2013, M/s. M/s AJMK & Associates (F.R.N. 019318C), Chartered Accountants were appointed by the Board of Directors of the Company as Internal Auditors ofthe Company to conduct the Internal Audit ofthe Company to introduce adequate internal control procedure and shall report to the Board of the company directly.

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

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

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

Details of Stakeholders' Relationship Committee Meeting:-

During the reporting period 2024-25, your Company has complied with the Secretarial Standard issued by the Institute of Companies Secretaries of India, which were made applicable and amended from time to time.

The securities of your Company are listed on The Bombay Stock Exchange Limited (BSE) The Annual Listing fees for the Financial Year 2024-25 were paid as and when required during the Financial Year.

Annual Custodian fees to NSDL and CDSL for the Financial Year 2024-25 were also paid on time.

During the reporting Financial Year 2024-25, your Directors state that there being no transactions were done with respect to the following items, hence, no disclosur e or reporting is required:

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

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

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

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

v. Buy Back of Shares.

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

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

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

Having regard to the Provisions of the first proviso to Section 136(1) of the Act read with MCA Circular Nos. 10/2022, dated 28th December 2022, 02/2022 dated May 05, 2022, 02/2021 dated January 13, 2021, 20/2020 dated May 05, 2020 read together- with Circular no. 14/2020 dated April 08, 2020, Circular no. 17/2020 dated April 13, 2020 and Circular no. 22/2020 dated June 15, 2020 and Circular no. SEBI/HO/CFD/CMD 2/CIR/P/2021/11 dated January 15, 2021 and SEBEHO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and any other circulars be issued from time to time by the Securities Exchange Board of India, the Annual Report for Financial Year 2024-25 and other communications is being sent only to those members, whose email id are registered with the Company/ RTAUepositories on cut-off date for sending notice of AGM thr ough electr onic mode only. The Member may note that no printed Annual Report for Financial Year 2024-25 would be issued except requested specifically.

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

The Members may note that the Notice of the 34th AGM along with the Annual Report for Financial Year 2024-25 will also be available on the Company's website www.bmbmusicandmagnetics.coni, w'ebsite of the Stock Exchange and on the website of the E-voting and Video conferencing Agency.

There were no pending complaint or share transfer cases as on 31stMarch, 2025, as per the certificate given by RTA.

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

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

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