Company Update

Kundan Agrawal & Associates Company Secretaries Phone: 91-11-43093900 Mobile: 09212467033, 09999415059 E-mail: agrawal.kundan@gmail.com E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India) Secretarial Compliance Report of M/s B. P. Capital Limited for the year ended 31 st March, 2025 We, Kundan Agrawal & Associates, Company Secretaries having FRN: S2009DE113700 and office atE-21, Office No. 301, Jawahar Park, Laxmi Nagar, New Delhi-110092have examined: (a) all the documents and records made available to us and explanation provided by “B. P. Capital Limited”(“the listed entity”), (b) the filings/ submissions made by the listed entity to the Stock Exchanges, (c) website of the listed entity, (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, For the year ended 31 st March,2025 (“Review Period”) in respect of compliance with the provisions of: (a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and (b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India(“SEBI”); The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:- (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable on the company for the period under review) (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;(Not applicable on the company for the period under Kundan Agrawal & Associates Company Secretaries Phone: 91-11-43093900 Mobile: 09212467033, 09999415059 E-mail: agrawal.kundan@gmail.com E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India) review) (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable on the company for the period under review) (g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client; (h) Securities and Exchange Board of India(Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations,2013; (Not applicable on the company for the period under review) (i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable on the company for the period under review) (j) The Securities and Exchange Board of India (Depositories and Participants) Regulations,2018; (k) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and circulars/ guidelines issued thereunder; and based on the above examination, we hereby report that, during the review period: a) The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder, except in respect of matters specified below: • Refer Annexure “A” annexed to the Report b) The listed entity has taken the following actions to comply with the observations made in previous reports: • Refer Annexure “B” annexed to the Report I further report that – • The Company has complied with the requirements of Structural Digital Data Base in terms of Securities & Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 including various Circulars issued by SEBI thereunder and Circular(s) issued by BSE Limited dated March 16, 2023 and October 18, 2024. Further to the matter and as advised in the BSE Notice No. 20230329-21 dated 29th March 2023 as well as BSE Notice No. 20230410-41 dated 10th April 2023, following are the additional information which is the part of ongoing Annual Secretarial Audit Report – Kundan Agrawal & Associates Company Secretaries Phone: 91-11-43093900 Mobile: 09212467033, 09999415059 E-mail: agrawal.kundan@gmail.com E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India) S.NO.

Particulars Compliance Status (Yes/No/NA) Observations/Rem arks by PCS* 1 Secretarial Standards: The Compliances of Listed Entity are in accordance with the Auditing Standards issued by ICSI, namely CSAS-1 to CSAS-3 Yes No 2 Adoption and timely updation of the Policies:  All applicable policies under SEBI Regulations are adopted with the approval of Board of Directors of the Listed Entity  All the policies are in conformity with SEBI Regulations and has been reviewed & timely updated as per the regulations/circulars /guidelines issued by SEBI Yes Yes No No 3 Maintenance and disclosures on Website:  The Listed Entity is maintaining a functional website  Timely dissemination of the documents/infor mation under a separate section on the website  Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re- Yes Yes Yes No No No Kundan Agrawal & Associates Company Secretaries Phone: 91-11-43093900 Mobile: 09212467033, 09999415059 E-mail: agrawal.kundan@gmail.com E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India) directs to the relevant document(s)/secti on of the website 4 Disqualification of Director: None of the Directors of the Company are disqualified under Section 164 ofthe Companies Act, 2013. Yes No 5 To examine details related to subsidiaries of Listed Entity: (a) Identification of material subsidiary companies (b) Requirements with respect to disclosure of material as well as other subsidiaries NA NA NA NA 6 Preservation of Documents: The Listed Entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal or records as per policy of preservation of Documents and Archival Policy prescribed under SEBI (LODR) Regulations, 2015 Yes No 7 Performance Evaluation: The Listed Entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the Yes No Kundan Agrawal & Associates Company Secretaries Phone: 91-11-43093900 Mobile: 09212467033, 09999415059 E-mail: agrawal.kundan@gmail.com E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India) start of every financial year as prescribed in the SEBi Regulations.

8 Related Party Transactions: (a) The Listed Entity has obtained prior approval of Audit Committee for all Related Party Transactions.

(b) In case no prior approval obtained, the Listed Entity shall provide detailed reasons along with confirmation whether the transactions were subsequently approved/ratified/rej ected by the Audit Committee.

Yes NA For the Financial Year 2024-2025, the listed entity has obtained approval of shareholders for all the related party transactions.

9 Disclosure of events or information: The Listed Entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.

Yes NA 10 Prohibition of Insider Trading The Listed Entity is in compliance with Regulation 3(5) and 3(6) SEBI (Prohibition and Insider Trading) Regulations, 2015. Yes The Company has complied with the requirements of Structural Digital Data Base in terms of Securities & Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 including various Circulars issued by SEBI thereunder and Circular(s) issued by BSE Limited dated March 16, 2023 and Kundan Agrawal & Associates Company Secretaries Phone: 91-11-43093900 Mobile: 09212467033, 09999415059 E-mail: agrawal.kundan@gmail.com E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India) October 18, 2024.. 11 Actions taken by SEBI or Stock Exchange(s), if any: No Actions taken against the Listed Entity/ its Promoters/ Directors either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) during the F.Y. ending 31 st March, 2024 No The company has not paid annual listing fees of the stock exchange for the financial year 2022- 2023, 2023-2024 and 2024-2025. The shares of the Company have been suspended from BSE on account of non-payment of Annual Listing Fees.

However, BSE pursuant to its notice no. 20210219-31 dated 19 Feb, 2021 has allowed the trading of shares of the company on Trade- for-Trade basis only on the first trading day of every week till the company makes payment of outstanding ALF to the Exchange.

The company has been marked under the Graded Surveillance Measure(GSM) Stage 0 and Enhanced Surveillance Measure (ESM) Stage 1 by the Bombay Stock Exchange.

Due to paucity of funds the Annual Listing Fees to BSE could not be paid.

The Company is trying its level best to arrange funds & is expected to pay the fees in very near future.

11 Additional Non- Compliances, if any: Any additional non- compliance observed for all SEBI No Kundan Agrawal & Associates Company Secretaries Phone: 91-11-43093900 Mobile: 09212467033, 09999415059 E-mail: agrawal.kundan@gmail.com E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India) regulatory/circular/guida nce note etc. Compliances related to resignation of Statutory Auditors from Listed Entity and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18 th October, 2019: S.No.

Particulars Compli ance Status (Yes/N o/NA) Observations/R emarks by PCS* 1. Compliances with the following conditions while appointing/re-appointing an auditor i. If the auditor has resigned within 45 days from the end of a quarter of a financial year, the auditor before such resignation , has issued the limited review/ audit report, for such quarter; or ii.

If the auditor has resigned after 45 days from the end of a quarter of a financial year, the auditor before such resignation , has issued the limited review/ audit report for such quarter as well as the next quarter; or iii.

If the auditor has signed the limited review /audit report for the first three quarters of a financial year, the auditor before such resignation, has issued the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financial year.

NA No Event has been occurred for resignation of the Auditor and hence, the existing Auditor has duly signed the Limited Review Report (LRR) for all first three quarters of the reporting F.Y 2024-2025. 2. Other Conditions relating to resignation of Statutory Auditor i. Reporting of concerns by Auditor with respect to the listed entity/ its material subsidiary to the Audit Committee: a) In case of any concern with the management of the listed entity/material subsidiary such as non-availability of information/non- cooperation by the management which has hampered the audit process, the auditor has approached the Chairman of the Audit Committee of the listed entity and the Audit Committee shall receive such concern directly and immediately without specifically waiting for the Quarterly Audit NA NA Kundan Agrawal & Associates Company Secretaries Phone: 91-11-43093900 Mobile: 09212467033, 09999415059 E-mail: agrawal.kundan@gmail.com E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India) Committee meetings. b) In case the auditor proposes to resign, all concerns with respect to the proposed resignation, along with relevant documents has been brought to the notice of the Audit Committee.

In cases where the proposed resignation is due to non-receipt of information/explanation from the Company, the Auditor has informed the Audit Committee the details of information/explanation sought and not provided by the Management, as applicable. c) The Audit Committee/Board of Directors as the case may be, deliberated on the matter on receipt of such information from the auditor relating to the proposal to resign as mentioned above and communicate its views to the management and the auditor. ii.

Disclaimer in case of non-receipt of information: The Auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specified by ICAI/NFRA, in case where the listed entity/its material subsidiary has not provided information as required by the auditor.

NA NA NA No Event has been occurred for resignation of the Auditor As there was no event for resignation of Auditor, no information was required to be received and communicated.

NA 3. The Listed Entity/its material subsidiary has obtained information from the Auditor upon resignation, in the format as specified in Annexure-A in SEBI Circular NA NA Kundan Agrawal & Associates Company Secretaries Phone: 91-11-43093900 Mobile: 09212467033, 09999415059 E-mail: agrawal.kundan@gmail.com E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India) CIR/CFR/CMD1/114/2019 dated 18 th October, 2019. For Kundan Agrawal & Associates Company Secretaries Place: New Delhi Date: 28/05/2025 Kundan Agrawal Company Secretary Membership No. 7631 C.P.

No. 8325 UDIN: F007631G000464373 Annexure “A” The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below: – Compliance Requirement (Regulations/Circulars/ guidelines including specific clause) Regulati on/ Circular No Deviati onsAction taken by Type of Action (Advisory/Clarif ication/Fin e/Show Cause Notice/ Warning, etc.) Details of ViolationFine Amount Observations / Remarks of the Practicing Company) Management Response Remarks Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements), 2015-Fees and other Charges to be paid to the recognized stock exchange(s) Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 Non- payment of Annual Listing Fees to the Bombay Stock Exchange Limited (BSE) for the F.Y.

2022-23, 2023-24, and 2024-2025 Bombay Stock Exchange Limited (BSE) The Company has defaulted in payment of Annual Listing Fees to BSE for the financial year 2022-23, 2023-24, and 2024-2025. However, BSE pursuant to its notice no. 20210219-31 dated 19 Feb, 2021 has allowed the trading of shares of the company on Trade-for-Trade basis only on the first trading day of every week till the company makes payment of outstanding ALF to the Exchange.

The company has defaulted in payment of Annual Listing Fees to BSE for the F.Y.

2022-23, 2023- 24 & 2024-2025 as per Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 NA As per the explanations provided to us by the management of the Company, the company is trying to arrange the necessary funds to clear its outstanding listing fees and the company is committed to pay the listing fees in near future.

The Company remains committed to ensure optimum compliances of all applicable laws.

However, due to paucity of funds the Annual Listing Fees to BSE could not be paid.

The Company is trying its level best to arrange funds & is expected to pay the fees in very near future. - GSM Framework vide Exchange notice no. 20170223-44 dated February 23, 2017 GSM Framework vide Exchange notice no. 20170223-44 dated February 23, 2017 No Violation of any Regulation of SEBI(LODR) Regulations, 2015 Bombay Stock Exchange Limited (BSE) The company has been marked under the Graded Surveillance Measure(GSM) Stage 0 by the Bombay Stock Exchange and Enhanced Surveillance Measure (ESM) Stage 1 by the Bombay Stock Exchange.

No Violation of any Regulation of SEBI(LODR) Regulations, 2015 NAThe company is trying to improve its financial position.

The management of the company is exploring the market and business opportunities and is putting necessary efforts in this respect so that the operations of the company can be started again In the absence of any operations during the year under review, there is a decline in the operating activities of the company.

The management of the company is exploring the market and business opportunities and is putting necessary efforts in this respect so that the operations of the company can be started again and the financial position & net - Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements), 2015-Fees and other Charges to be paid to the recognized stock exchange(s) & SEBI CIR.

NO. SEBI/HO/CFD/DCR/CIR/P/2 016/81dated 07th September, 2016 Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 & SEBI CIR.

NO. SEBI/HO/CFD/DCR/CI R/P/2016/81dated 07th September, 2016 Non- payment of Annual Listing Fees to the Calcutta Stock Exchange Limited (CSE) The Calcutta Stock Exchange Limited (CSE) The Calcutta Stock Exchange Limited (CSE) has pursuant to SEBI CIR.

NO. SEBI/HO/CFD/DCR/CIR/P/2016 /81dated 07th September, 2016 taken action against the company and suspended the trading of scrip of the company due to non-payment of its annual listing fees The company has defaulted in payment of Annual Listing Fees to CSE as per Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 NA As per the explanation provided to us by the company, for reasons best known to Calcutta Stock Exchange, the trading in the scrip of the company has been suspended hence the shares of the company can’t be actively traded on the Calcutta Stock Exchange.

The Company has been pursuing the matter with the Exchange for revocation of suspension but has not borne any fruits.

Even though, the company is pursuing the matter with CSE and even if the company succeed in getting the suspension revoked, the shares of the company can’t be traded at CSE as CSE doesn’t provide nation-wise trading terminal as being provided by NSE and BSE.

The Company remains committed to ensure optimum compliances of all applicable laws.

The company is pursuing the matter with CSE and even if the company succeed in getting the suspension revoked, the shares of the company can’t be traded at CSE as CSE doesn’t provide nation-wise trading terminal as being provided by NSE and BSE. - Annexure “B” The listed entity has taken the following actions to comply with the observations made in previous reports: – Compliance Requirement (Regulations/Circulars/ guidelines including specific clause) Regulati on/ Circular No DeviationsAction taken by Type of Action (Advisory/Clarif ication/Fin e/Show Cause Notice/ Warning, etc.) Details of ViolationFine Amou nt Observations / Remarks of the Practicing Company) Management Response Remarks Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements), 2015-Fees and other Charges to be paid to the recognized stock exchange(s) Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 Non- payment of Annual Listing Fees to the Bombay Stock Exchange Limited (BSE) for the F.Y.

2022-23 and 2023-2024 BSE There is a delay in payment of Annual Listing Feesof BSE for the F.Y.2022-23 and 2023-24 of the BSE.

In terms of circular bearing no. LIST/COMP/OPS/16/2019- 2020 Dated June 11, 2019 and Notice bearing no. 20190903-37 dated September 3, 2019; action(s) is initiated against the company and scrip of the company is suspended for trading at BSE's trading platform.However, BSE pursuant to its notice no. 20210219-31 dated 19 Feb, 2021 has allowed the trading of shares of the company on Trade-for- Trade basis only on the first trading day of every week till the company makes payment of outstanding ALF to the Exchange.

The company has defaulted in payment of Annual Listing Fees to BSE for the F.Y.

2022-23 and 2023-2024 as per Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 NA As per the explanations provided to us by the management of the Company, the company is trying to arrange the necessary funds to clear its outstanding listing fees and the company is committed to pay the listing fees in near future.

Due to paucity of funds the Annual Listing Fees to BSE could not be paid.

The Company is trying its level best to arrange funds & is expected to pay the fees in very near future. - GSM Framework vide Exchange notice no. 20170223-44 dated February 23, 2017 GSM Framework vide Exchange notice no. 20170223-44 dated February 23, 2017 No Violation of any Regulation of SEBI(LODR) Regulations, 2015 Bombay Stock Exchange Limited (BSE) The company has been marked under the Graded Surveillance Measure(GSM) Stage 0 by the Bombay Stock Exchange No Violation of any Regulation of SEBI(LODR) Regulations, 2015 NAThe company is trying to improve its financial position.

The management of the company is exploring the market and business opportunities and is putting necessary efforts in this respect so that the operations of the company can be started again In the absence of any operations during the year under review, there is a decline in the operating activities of the company.

The management of the company is exploring the market and business opportunities and is putting necessary efforts in this respect so that the operations of the company can be started again and the financial position & net worth of the company could be improved. - Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements), 2015-Fees and other Charges to be paid to the recognized stock exchange(s) & SEBI CIR.

NO. SEBI/HO/CFD/DCR/CIR/P/2 016/81dated 07th September, 2016 Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 & SEBI CIR.

NO. SEBI/HO/CFD/DCR/CI R/P/2016/81dated 07th September, 2016 Non- payment of Annual Listing Fees to the Calcutta Stock Exchange Limited (CSE) The Calcutta Stock Exchange Limited (CSE) The Calcutta Stock Exchange Limited (CSE) has pursuant to SEBI CIR.

NO. SEBI/HO/CFD/DCR/CIR/P/2016 /81dated 07th September, 2016 taken action against the company and suspended the trading of scrip of the company due to non-payment of its annual listing fees and further freezed the demat accounts of Mr. Aditya Aggarwal, (DIN: 08982957), erstwhile Managing Director of the Company, Mr Rachit Garg, (DIN: 07574194), Non- Executive Director of the Company and Mr Amit Kumar, DIN: 02546958), erstwhile Non- Executive Director of the Company.

The company has defaulted in payment of Annual Listing Fees to CSE as per Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 NA As per the explanations provided to us by the management of the Company, the SEBI’s Circular no. SEBI/HO/CFD/DCR/CIR/P/2016/81 dated September 07, 2016 is not applicable to the company as it imposes restrictions on Promoters and Whole Time Directors of only those companies which have been compulsorily delisted by the Stock Exchange as per SEBI (Delisting of Equity Shares) Regulations, 2009. Since no orders for delisting of securities of our company had been passed by the Exchange , therefore, freezing the demat accounts of the Mr Aditya Aggarwal, erstwhile Managing Director of the Company and other Non Executive Directors of the company, i.e., Mr Rachit Garg, Director of the Company and Mr. Amit Kumar, erstwhile Non- Executive Director of the company was arbitrary and illegal.

The company had taken up the matter with CSE and the demat accounts of the aforesaid Directors/erstwhile Directors have now been defreezed by CSE.

The management of the company has sent a representation to the Calcutta Stock Exchange in this regard and has requested to recall its order / notification dated January 3, 2023 addressed to National Securities Depositories Ltd. & Central Securities Depositories Ltd. immediately and de-freeze the demat accounts.of the Directors.

The demat accounts of the Directors/erstwhile Directors have now been defreezed by CSE.

For Kundan Agrawal & Associates Company Secretaries Place: New Delhi Date:28/05/2025 Kundan Agrawal Company Secretary Membership No. 7631 C.P.

No. 8325 UDIN: F007631G000464373