Banaras Beads Ltd Directors Report

Dear Shareholders,

The Board of Directors are pleased to present the 46^th Boards Report, along with the audited financial statements for the year ended March 31, 2026. This report highlights our financial performance, key strategic initiatives, and corporate governance practices that have guided the Company over the past year.

FINANCIAL RESULTS:

	2025-2026	2024-2025
	(Rs. in lacs)	(Rs. in lacs)
Revenue from Operations	2548.68	3156.32
Net Profit Before Taxation	226.27	405.28
Net Profit after taxation	177.46	308.81
Balance of Profit & Loss Account B/F	2513.41	2354.18
APPROPRIATIONS:
Transfer to General Reserve	0	0
Dividend Paid	0	149.32
Taxes of earlier Years	-1.21	0.26
Balance of Profit & Loss Account C/F	2692.08	2513.41

OPERATION / PERFORMANCE:

During the year revenue from operations of your Company decreased by 19.25% at Rs. 2548.68 lacs as compared to Rs. 3156.32 lacs in the corresponding period of the previous year and Profit after Tax decreased by 42.53% at Rs. 177.46 lacs as compared to Rs. 308.81lacs in the corresponding period of the previous year.

DIVIDENDS:

Due to lower profit during the year 2025-2026, the Board of Directors not recommended any dividend.

UNCLAIMED DIVIDEND

Regarding unclaimed dividends, as of March 31, 2026, Rs. 10,69,900.25 in our Unpaid Dividend Accounts. We have published a detailed statement on our website https://www.bblinvestor.com of all unclaimed dividend with names, depository participant IDs, client IDs, shareholdings, and unclaimed amounts for affected shareholders.

TRANSFER TO RESERVES

No amount has been transferred to reserve. The closing balance of the retained earnings of the Company for F.Y. 2025-2026, after all appropriation and adjustments was Rs. 2692.08 lacs (previous year Rs. 2513.41 lacs ).

CHANGE IN THE NATURE OF BUSINESS:

The Companys main business is Manufacturing and export of Handicraft items like Glass Beads; Neckleces, Imitation Jewellary etc. There was no change in the nature of the business of the Company during the year under review. .

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm -

(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 except as required by accounting standards and other applicable law(s) and made judgments and estimates that are 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 and loss 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) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.

ADOPTION OF IND AS:

The company had already adopted Ind AS since financial year 2017-18 and following the same.

PENDING PETITION WITH NCLT:

The Special Leave Petition vide no. 25165-25166/2007 had been disposed of by Honble Supreme Court on 11.04.2018. The company had already complied and executed all the direction given by Honble Company law Board in its order dated 05.09.2007 and nothing is pending to be complied by the company and accordingly disclosed in Annual Report made thereafter. However, Mr. Raj Kumar Gupta, ex-director of the company, who had not challenged CLB orders has filed an Execution Petition No. 424/2018 before Honble NCLT to get property of the company situated at Expo Mart, Greater NOIDA, which was neither part of CLB Petition No. 14/1999 nor mentioned in the list of properties to be transferred to 1^st Petitioner (Mr. Raj Kumar Gupta group) in CLB final order dt. 04.07.2007 and modified order dt. 03.08.2007. Mr. Raj Kumar Gupta Ex-director of the company had already made an application to get this property before Honble Supreme Court in SLP No. 935-936/2010 and Honble Supreme Court finally dismissed the SLP with all pending applications. The Execution Petition 424/2018 last time was listed on 07.5.2026 for final hearing but matter was not taken up and adjourned to 11^th June, 2026 for final hearing. Thus, after final order of Honble Supreme Court, the Management does not reasonably expect that the Execution Petition, when ultimately concluded and determined, will have any material and adverse effect on the Companys results of operations or financial condition.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) is presented in a separate section forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

INDUCTIONS AND RETIREMENTS / CESSATION OF DIRECTORS:

During the financial year 2025-2026 no director ceased / completed his tenure as director or appointed. Shri Ashok Kumar Gupta (DIN No. 00016661), retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment along with other required details forms part of the Notice.

Further present directors and Key Managerial Personal detail are as under.

The Company is having proper composition of whole time and independent director(s) along with key managerial personnel in compliance of provisions of Section 203 of the Act, as under:

WHOLE TIME	Shri Ashok Kumar Gupta (DIN No. 00016661), Chairman & Managing Director,
DIRECTORS / KEY	(Re-appointed in AGM held on 01.08.2024 to hold post from 01.04.2024 to 31.03.2029)
MANAGERIAL	Shri Siddharth Gupta (DIN No. 00342369), Chief Executive Officer and Managing Director,
PERSONNEL/Non-	(Re-appointed in AGM held on 01.08.2024 to hold post from 01.02.2024 to 31.01.2029)
Executive Director	Mrs. Jayanti Mathur (DIN 11111303) appointed Non- Executive Director (Women) w.e.f. 29.05.2025 to 28.05.2030.
	Shri Ramesh Kumar Singh, Company Secretary and
	Shri Vinay Kumar Piyush, Chief Finance Officer.
INDEPENDENT	Shri Shushil Kumar Kandoi (DIN No. 08664771),
DIRECTORS	(Re-appointed in AGM held on 01.08.2024 to hold post from 17.01.2025 to 16.01.2030) Shri Anil Kumar Gupta (DIN No. 00895938) and
	(Re-appointed in AGM held on 01.08.2024 to hold post from 17.01.2025 to 16.01.2030) Shri Manan Kumar Sah (DIN No. 00702864)
	(Re-appointed in AGM held on 01.08.2024 to hold post from 17.01.2025 to 16.01.2030)

BOARD EVALUATION:

The Independent Directors of the company has carried out on 28.05.2025 and on 27.01.2026 during the year evaluation of its own performance, board committees, and board of directors pursuant to the provisions of the Companies Act, SEBI Listing Regulations. and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In separate meetings of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS.

The Companys policy on directors appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report and same is available on www.bblinvestor.com.

DIVIDEND DISTRIBUTION POLICY:

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) can be accessed at the following Web-link: http://bblinvestor.com/investor/upload/25(y).pdf.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS

In accordance with the provisions of Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (‘the Act), M/s G D Dubey & Associates, Chartered Accountants (Firm Registration number 009836C) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 18th August, 2022 for a term of 5 years i.e. to hold office till the conclusion of the 47th Annual General Meeting on the remuneration as mutual agreed between Board and Auditors of the Company. On the recommendation of Aduit and Remuneration Committee, the board has increased audit fees in its meeting held on 29.05.2025 from financial year 2024-25 onwards.

AUDITORS REPORT

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observations made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3) (f) of the Companies Act, 2013.

SECRETARIAL AUDITOR:

As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and rules made thereunder the Members of the Company has appointed to M/s Ajay Jaiswal & Co., Company Secretaries (COP No. 3684), Company Secretary, as the Secretarial Auditor of the Company, to carry out Secretarial Audit for consecutive 5 years, i.e. from the FY. 2025-26 to FY. 2029-30, on such remuneration including out of pocket expenses and other expenses as may be mutually agreed by and between the Board of Directors and the Secretarial Auditor. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, except in the matter of acts of previous/earlier years/ MCA portal problem:

- Delay in filing of Form MGT 15 under Section 121 of the Companies Act, 2013 (Report on AGM) due to not support MCA portal after repeated reminders/tickets by company.

- In previous year Registrar of Companies, Uttar Pradesh had imposed penalty on 28.06.2024 to company Rs. 5 lacs and its one officer Rs. 1 lac delay in filling BEN-2 U/s 90 of the Companies Act 2013. The company had file appeal before RD against said order, the RD disposed appeal on 30.06.2025 without any relief. The company has filed Writ Petition before Honble High Court Allahabad and Court has given stay on 28.08.2025 against order of ROC/RD.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulations, a report on Corporate Governance and the certificate for non-disqualification of Directors as required under Schedule V (E) of the Listing Regulations is obtained from M/s Ajay Jaiswal & Co, Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance are attached as Annexure I to this Annual Report. This Policy is available on the Companys website at http://bblinvestor.com/assets/files/CSR-Policy.pdf.

REPORTING OF FRAUDS:

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

RISK MANAGEMENT

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy is also available on www.bblinvestor.com.

EXTRACT OF ANNUAL RETURN

The extract of Annual Returns [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] as on the financial year ended on 31.03.2026 is attached as Annexure- II with this Report. The complete Annual Return as on 31.03.2026 is available on the Companys website at www.bblinvestor.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is furnished as under:

a) Conservation of Energy:

The operations of the Company involve low energy consumption. The solar power plant of 150 KVA is properly working and saving grid electricity. During the year 130743.30 KWH power generated and out of which approximately 19300 KWH transferred to UP electricity board by this way approximately saving of around Rs.9.35 lacs made to the company against electric charges.

The other adequate measures are being taken to conserve energy.

b) Technological Absorption:

The Company upgrades its technological input from time to time for its products. However, presently company has no collaboration arrangement with any foreign organization.

c) Foreign Exchange Earning and Outgo:

The actual foreign exchange earnings (inflow) of the Company during the financial year has been Rs 2131.67 lakhs from Exports of Glass Beads, Handicrafts and other items. The actual foreign Exchange Outflow during the year has been Rs.345.13 lakhs for the import of materials, foreign traveling expenses and other sales promotional activities.

CORPORATE GOVERNANCE:

Corporate Governance Report, Management Discussion and Analysis statement and Business Responsibility Report and a certificate from the Auditors confirming compliance are annexed herewith to this report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The U S based Buyers on account of increased tariff by U S Government. After resolving the tariff matter by US Government, buyers have confirmed the orders. Now export against these orders execution started.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

NUMBER OF MEETING OF BOARD

Four Board Meetings were held during the F.Y. on 29^th May 2025, 31^st July 2025, 30^th October, 2025, and 29^th January 2026.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149 (6).

All the Independent Directors have given their declaration as per Section 149(7) that they meet the criteria of independence as provided in section 149(6) of the Companies Act 2013. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION-

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31.03.2026, the board consists of 6 members, three of whom are executive or whole-time directors including one woman and three are independent directors. The policy of the company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters is as provided under Sub-section (3) of section 178 of the Companies Act, 2013. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

FIXED DEPOSITS FROM PUBLIC:

During this financial year 2025-26, the Company have not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the balance sheet date.

FINANCE

The Company has taken following loan/credit facilities-

a. Working Capital Limit- i) Working capital in form of EPC/PCFC/FBD/FBP/FBN from Kotak Mahindra Bank Ltd. amounting to Rs. 1300.00 Lacs is sanctioned against which outstanding as on 31.03.206 is Rs. 1356.66 lacs. The excess of Rs. 56.66 lacs over sanctioned limit is due to effect of Foreign Exchange Fluctuation. ii) Working capital limit in form of Overdraft limit from Kotak Mahindra Bank Ltd amounting to Rs.200.00 lacs is sanctioned against which outstanding as on 31.03.2026 is Rs. 175.78 lacs. iii) Overdraft limit against own fixed deposit is sanctioned by Utkarsh Bank amount Rs. 69.00 lacs and outstanding as on 31.03.2026 Rs. 25.09 lacs.

b. Term Loan-

Term loan amounting to Rs. 756.00 lacs is sanctioned against which disburse amount is Rs. 528.90 Lacs from HDFC Bank ad outstanding as on 31.03.2026 is Rs. 495.38 Lacs.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows:

Particulars	Number of shareholders	Number of equity shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2025	3	550
Shareholders who approached the Company for transfer of shares from suspense account during the year	-	-
Shareholders to whom shares were transferred from the suspense account during the year	-	-
Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act	-	-
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2026	3	550

The voting rights on the shares outstanding in the suspense account as on March 31, 2026, shall remain frozen till the rightful owner of such shares claims the shares.

DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013.

Loans given and Investments made are given under the respective heads of the Balance Sheet.

No Corporate Guarantees given by the Company in respect of loans as at 31st March 2026.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026, is available on the Companys website at https://bblinvestor.com.

INTEGRATED REPORT.

The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well-informed decisions and have a better understanding of the Companys long-term perspective. The Report also touches upon aspects such as organizations strategy, governance framework, performance and prospects of value creation based on the five forms of capital viz. financial capital, human capital, intellectual capital, social capital and natural capital.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report.

As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is attached and is a part of this annual report.

As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and on the website of the Company.

TRANSACTIONS WITH RELATED PARTIES.

All the transactions are done at arm length price during ordinary course of business. Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure III in Form AOC-2 and the same forms part of this report.

PARTICULARS OF CONTRACT U/S 188

Transactions, i.e. the Companys transactions that are of material nature, with its Promoters, Directors and the management, their relatives or subsidiaries, among others that may have potential conflict with the Companys interests at large.

During the period under review, the Company had not entered into any material transaction with any of its related parties that may have potential conflict with the Companys interests at large. All the transactions with related parties are done at arm length price and in compliance of Ind AS 24, the disclosure of which is made in Note No. 34 of Financial Statements which is forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY.

The Provision of Section 135 of Companies Act 2013 concerning with Corporate Social Responsibility is not applicable during F.Y. 2025-2026.

TRANSFER TO IEPF ACCOUNT

During the year neither any dividend /share due for transfer into IEPF account nor transferred.

EVALUATION REPORT ON CAPITAL

The Provision of Evaluation on Capital is not applicable to the Company. Besides that, the Board met time to time and appraised performance of the Company. The ways and means were made to increase the business and growth of the Company.

SHARE CAPITAL:

FORFEITURE OF 38700 PARTLY PAID SHARES

During the year 46500 equity shares are partly paid. The company has sent demand notice dt. 10.07.2025 and 01.12.2025 by registered post to all the shareholders concerned. After final notice dt. 01.12.2025 the concern shareholders having 38700 shares failed to make payment of Rs 193500 against allotment/call money and premium amount Rs. 1025275., Accordingly Board in its meeting held on 29.01.2026 forfeited said 38700 partly paid equity shares. In this regard relevant compliances have been completed under Companies Act and SEBI LODR Regulations including informed BSE and NSE and ROC. The BSE and NSE have given their consent for forfeiture of said 38700 partly paid shares.

After forfeiture of 38700 partly paid shares, fully paid-up capital of the company is 6597522 equity shares and in amounting Rs 65975220.

MATERIAL CHANGES :

The U S based Buyers on account of increased tariff by U S Government. After resolving the tariff matter by US Government, buyers have confirmed the orders. Now export against these orders execution started.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

The Company has used Tally Prime accounting software for maintaining books of accounts having audit trail (edit log) facility. The features of recording the audit trail (edit log) facility were enabled in the Tally software for the year ended 31.3.2026. The features of recording audit trail are continuing since implementation without any tampering.

QUALITY INITIATIVES AND SOCIAL AUDIT

The Company continues to sustain its commitment on quality control with new technology and reduction of cost. During the year under review, the Company undertook An AI program to develop and design companys products photo in better way.

The Company successfully completed the Audits done by BQC certificates for its product specifically quality certifications viz., ISO 9001-2015. The Company has also successfully completed Buyers various Social Audit related with workers health safety, payment of wages etc., during the year. On behalf of Buyer Wallmart M/s Sedex Smeta 4 Pillar had completed Audit and its green report valid upto 18.10.2026. Similarly, Qima Audit report valid upto 23.03.2028 and C-PAT audit report valid till November 2026.

COMPLAINTS PERTAINING TO SEXUAL HARASSMENT:

During the year no sexual harassment made by any staff of the company, thus no complaint pending for disposal. The required information is also stated in the Business responsibility report of this Annual Report.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No proceedings are initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

APPEAL FILED BEFORE HONBLE HIGH COURT; ALLAHABAD VIDE WRIT NO. 29573 OF 2025 AGAINST RD ORDER DT. 30.06.2025 IN WHICH PENALTY IMPOSED OF RS. 6 LACS ( RS. 5 LACS ON COMPANY AND RS 1 LAC OF KMP).

The Company has filed Writ C No. 29573 of 2025 before Honble High Court of Judicature at Allahabad against order dt. 30.06.2025 passed by Regional Director (Northan Region) Ministry of Corporate Affairs New Delhi. The RD had imposed penalty of Rs. 6 lacs (Rs. 5 lacs on company and Rs 1 lac of KMP) against non/delay compliance of Section 90 of the Companies Act 2013. The Honble High Court Judicature Allahabad has passed an interim order on 28.08.2025. In said order Honble High Court has stayed the operation of the orders dt. 28.06.2024 passed by ROC UP and order dt. 30.06.2025 RD NR. The company has submitted relevant undertaking/security bond before RD on 05.09.2025 as director by Honble High Court Allahabad. The matter is still pending before Honble High Court Allahabad for appropriate order. The Management reasonably expect that the Write Petition will be decided by Honble High Court will have any material and adverse effect on the Companys results of operations or financial condition.

PURCHASE OF PROPERTY BY COMPANY:

The company entered into an agreement with M/s Olive Realcon Private Limited (Olive Realcon / Developer) to purchase premises bearing unit no. 27E of Trump Towers, Sector 65, Gurgoan, Hariyana. In this regard during the year company has made full payment Rs. 1365.00 lacs to M/S Olive Realcon (P) Ltd. and seller has offered for possession and execution of sale deed. Due to some problem related to execution of sale deed, the same is pending. Hence payment shown as aadvance for Property.

The company has purchased another property during the year of 1680 Sq. Mtr. costing Rs. 735.04 lacs in auction from Varanasi Development Authority which is adjacent to its factory at Tadia, Varanasi. The registration of deed and possession of said property is completed.

PARTICULARS OF EMPLOYEES:

The details pertaining to remuneration as required under section 197(12) of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014.

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2025-26, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Name of Director/KMP and Designation	Remuneration of Director/KMP for financial year 2025-26 in Rs	% increase in Remuneration in the Financial Year 2025-26	Ratio of remuneration of each Director/to median remuneration of employee	Comparison of the Remuneration of the KMP against the performance of the Company
1 Ashok Kumar Gupta Chairman & Managing Director	3021600	7.09	19.50	Profit before Tax has decreased by 44.17% and after-tax decreased by 42.53
2 Siddharth Gupta CEO & Managing Director	3360000	3.45	21.68	% in financial year 2025-26 in comparison to previous financial year.
3 Shalini Chandra Executive Director	107852	NIL	0.70
4 Ramesh Kumar Singh Company Secretary	1096228	4.38	7.07
5 Vinay Kumar Piyush Chief Finance Officer	559776	7.67	3.61

ii) The median remuneration of employees of the Company during the financial year 2025-26 is Rs.154940 and in Financial Year 2024-25 was Rs. 152054. iii) In the financial year, there was increase of 1.90 % (previous year increase of 11.16%) in the median remuneration of employees;

iv) There were 250 permanent employees on the rolls of Company as on March 31, 2026;

v) Relationship between average increase in remuneration and company performance: -

The Profit before Tax for the financial year ended March 31, 2026, decreased by 44.17 % and increase in median remuneration was 1.90%

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel decreased by 1.66 lacs from 83.12 lacs (annualised) in 2024-25 to 81.45 lacs in 2025-26 whereas the Profit before Tax decreased by 44.17 % to 226.27 lacs in 2025-26 from 405.28 lacs in 2024-25.

vii) a) Variations in the market capitalisation of the Company:

The market capitalisation as on March 31, 2026 was Rs.6709.68 lacs (Rs. 8036.46 lacs as on March 31, 2025).

b) Price Earnings ratio of the Company was 37.81 as at March 31, 2026 and was 26.04 as at March 31, 2025.

viii) Average percentage increase was made in the salaries of employees other than the managerial personnel in comparison to previous financial year is 3.36 % and in the managerial remuneration has decreased by 2.00 % over the previous financial year. ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable; and

x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

IMPACT OF NEW LABOUR CODE:

The Government of India notified the four Labour Codes consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Company has considered and assessed the impact of the changes, consistent with the Labour Codes, draft rules, FAQs. The management is of the view that there will not be any significant and material impact due to these changes on its Statement of Profit and Loss. The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as and when required.

TRADING OF SHARES UNDER “B” GROUP:

The shares of your Company are presently being traded with BSE and NSE Stock Exchanges under “B” Group.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.

	By order of the Board of Directors
	For BANARAS BEADS LTD.
Place : VARANASI	(Ashok Kumar Gupta)
Date : 28.05.2026	Chairman & Managing Director
	(DIN No. 00016661)