Beacon Trusteeship Ltd Directors Report

The certificate of Secretarial Auditor confirming compliance of the ESOP Plan with the Act and abovementioned SEBI Regulations is given in Annexure IV to this Report.

I. Provision of money by company for purchase of its own shares by employees or by trustees for the Benefit of employees

There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.

J. Splitting/Sub Division of shares

No splitting/subdivision of shares was done during the financial year 2025-26.

K. Issue of Shares Through Initial Public Offer and Listing of Shares

During the year under review, the Company did not make any Issue of Shares through Initial Public Offer and Listing of Shares AWARDS AND RECOGNITIONS:

Throughout the year, Beacon Trusteeship Limited was acknowledged across various reputed platforms for its participation in industry and service milestones. Key milestones include:

1. As reported by Prime Database, Beacon Trusteeship Limited was ranked as the No. 2 Debenture Trustee for Public Debt Issues, reflecting the companys continued engagement and activity in this segment.

2. As reported by Prime Database, Beacon Trusteeship Limited was ranked as the No.4 Debenture Trustee for Debt Private Placements, reflecting the companys continued engagement and activity in this segment.

ANNUAL RETURN:

BORROWINGS:

During the year under review, the Company has not raised money through borrowing from banks and/or financial institutions. Further, there has been no instance of one-time settlement with Bank and hence, the disclosure regarding difference in valuation is not required.

DIRECTORS AND KEY MANAGERIAL PERSONNEL AND BOARD MEETINGS:

Directors and Key Managerial Personnel

During the financial year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Changes in the Board of Directors

• Mr. Jaydeep Bhattacharya was appointed as an Additional Executive Director of the Company with effect from July 25, 2025. Subsequently, the Members approved his appointment as Director of the Company on August 30, 2025.

• Mr. Mahesh Narayan Ghadi (DIN: 07137477) was appointed as an Additional Non-Executive Non-Independent Director of the Company with effect from September 16, 2025.

• Mr. Kaustubh Kulkarni resigned from the office of Director of the Company with effect from November 18, 2025.

• Mr. Anil Grover (DIN: 11504116) was appointed as the Chief Executive Officer of the Company with effect from January 9, 2026, and was subsequently appointed as an Additional Executive Director of the Company with effect from February 5, 2026.

• Ms. Bonani Roychoudhury (DIN: 10305089) was appointed as an Additional Non-Executive Non-Independent Director of the Company with effect from March 27, 2026.

Changes in Key Managerial Personnel

• Ms. Pratibha Tripathi resigned from the office of Company Secretary and Compliance Officer of the Company with effect from January 9, 2026.

• Mr. Anil Grover was appointed as the Chief Executive Officer of the Company with effect from January 9, 2026.

• Ms. Diksha Shetty was appointed as the Company Secretary and Compliance Officer of the Company with effect from March 27, 2026.

Changes after the close of the Financial Year

Subsequent to the close of the financial year and up to the date of this Report, the Members of the Company, through Postal Ballot concluded on May 9, 2026, approved:

• the re-appointment of Mr. Sanjay Sinha (DIN: 08253225) as an Independent Director of the Company for a second consecutive term of five years with effect from May 27, 2026, not liable to retire by rotation;

• the regularisation of Mr. Mahesh Narayan Ghadi (DIN: 07137477) as a Non-Executive Non-Independent Director;

• the regularisation of Mr. Anil Grover (DIN: 11504116) as an Executive Director; and

• the regularisation of Ms. Bonani Roychoudhury (DIN: 10305089) as a Non-Executive Non-Independent Director.

The Board places on record its appreciation for the valuable guidance and contribution made by the Directors and Key Managerial Personnel during their association with the Company.

As on the date of this report, the Company has the following Key Managerial Persons as per Section 203 of the Act:

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted requisite declarations confirming that they:

i. Continue to 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; and

ii. Continue to comply with the Code of Conduct laid down under Schedule IV of the Act.

iii. The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or under the order of any such authority.

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

BOARD COMMITTEES

As on the date of this report the Board has the following committees:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

DETAILS OF THE COMMITTEE AND THE MEETINGS OF THE COMMITTEES

I. AUDIT COMMITTEE

The Company has duly constituted the Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013. The following Directors are members of Audit Committee:

All the members of the Audit Committee are financially literate. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

The following Meetings of the Audit Committee were held during the Financial Year 2025-26:

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of the Companies Act, 2013 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014.

II. NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted the Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. The following Directors are members of Nomination and Remuneration Committee:

The following Meetings of the Nomination and Remuneration Committee were held during the Financial Year 2025-26:

III.STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has duly constituted the Stakeholders Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. The following Directors are members of Stakeholders Relationship Committee:

The following Meetings of the Stakeholders Relationship Committee were held during the Financial Year 2025-26:

DETAILS OF THE MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Directors of the Company duly met Six (6) times during the year, all the Board Meetings were conducted in due compliance with the Companies Act, 2013 and Secretarial Standards on Board Meeting.

The following Meetings of the Board of Directors were held during the Financial Year 2025-26:

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

ANNUAL GENERAL MEETING DETAILS:

The AGM of the Company was held on August 30, 2025, for the FY 2024-25.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of Investments, Loans & Advance, Guarantees or Securities, if any, made during the year under review, are provided under Note no. 10 and 11 to the Standalone and Consolidated Financial statements of the Company.

RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013.

During the year, the Company did not enter any transaction, contract or arrangement with related parties, that could be considered material in accordance with the SEBI Listing Regulations and the Companys Policy on Related Party Transactions ("RPT Policy"). Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

Details of the related party transactions as per the applicable accounting standards form a part of the Note No. 23 of the Financial Statements.

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

In terms of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the Directors furnish the information as below:

DISCLOSURE FOR TECHNOLOGY ABSORPTION:

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY:

A statement containing salient features of the financial statement of the said Companies is provided in Form AOC-1 attached to the financial statements.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 below, no material changes or commitments affecting the financial position of the Company have occurred between the end of the Financial Year 2025-26 and the date of this Report.

During the period under review, the Company proposed a Scheme of Arrangement involving Beacon Trusteeship Limited (Transferee Company), Beacon Payroll & Benefits Private Limited (Transferor Company No. 1), Codium Techlabs Private Limited (Transferor Company No. 2), and Kratos Capital Advisors Private Limited (Transferor Company No. 3), along with their respective shareholders and creditors. The Board of Directors and Audit Committee members of the Company approved the scheme on September 16, 2025, and necessary filings were made to NSE thereafter. The Company has received a No Observation Letter from the National Stock Exchange of India Limited (NSE) on March 2, 2026. Thereafter, the proposed Scheme is filed before the Honble National Company Law Tribunal, Mumbai (NCLT) and is subject to the approval from the shareholders and creditors of the applicant companies and sanction from the Honble NCLT.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The following are the Directors and KMPs of the Company as on 31st March 2026:

During the year, there were following changes in the Board of Directors and Key Managerial Personnel of the Company.

Further, since no Independent Director has been appointed on the Board during the F.Y 2025-26, the Board is not required to provide a statement with regard to integrity, expertise and experience (including the proficiency) of the independent directors.

BOARD EVALUATION:

The annual evaluation of the performance of the Board, its committees and of individual directors is conducted on the basis of the inputs received from all the Directors of the Company with respect to the effectiveness of Board processes, information flow, frequency of meetings and functioning etc. Further, a meeting of the Independent Directors was conducted to review the performance of the Board as a whole and that of Non-Independent Directors.

The evaluation results were discussed at the meeting of Board of Directors. The Directors were satisfied with the overall Board performance and effectiveness.

STATUTORY AUDITORS AND AUDIT REPORT:

M/s MLR and Associates LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 9th AGM of the Company held on September 28, 2024 for a term of five years to hold office till the conclusion of the 14th AGM of the Company to be held in the year 2029.

The Statutory Auditors have issued an unmodified opinion on the standalone and consolidated financial statements of the Company for the year ended March 31, 2026 and the Auditors Report for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held on July 25, 2026 had appointed M/s Mayank Arora and Co., Company Secretaries (Unique Code: P2023MH094900 and Peer Review No. 5923/2024), as Secretarial Auditor of the Company for the financial year 2025-26.

The Secretarial Audit Report for the financial year is annexed as Annexure IV to this report in the prescribed form MR-3 pursuant to the provisions of Section 204 of the Act.

The Secretarial Auditors Report for the Financial year 2025-26 does not contain any qualification, reservation or adverse remark except for:

1. Filing of a e-form with the Ministry of Corporate Affairs (MCA) beyond prescribed time with additional fees.

The delay in filing the e-form was unintentional and occurred due to technical difficulties encountered during the filing process. The Company had initiated the filing within the prescribed timeline and was under the bona fide belief that the filing had been successfully completed. However, during a subsequent compliance review, it was observed that the form had not been successfully reflected on the MCA portal. Upon identifying the issue, the Company took immediate corrective action and completed the filing without any further delay. The delay was neither deliberate nor intended to circumvent any statutory requirement.

INTERNAL AUDITOR

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on the recommendation of Audit Committee, M/s Sudhir Kedia & Co. (FRN: 0116063W, Membership No. 100486) were appointed as the Internal Auditor of the company to conduct an Internal Audit of the functions and activities of the company for the Financial Year 2025-26 at such remuneration as may be fixed by the Board of Directors / Audit Committee.

COST RECORDS:

The Central Government has not mandated maintenance of cost records as required under section 148(1) of the Companies Act, 2013, in relation to the business operations of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

In accordance with the provisions of Section 135 of the Companies Act, 2013, there was no unspent CSR amount pertaining to the financial year 2024-25. Consequently, no fund were required to be transferred to the fund specified under Schedule VII as per second proviso to sub section (5) of Section 135 of the Companies Act, 2013

The Annual Report on CSR activities for the financial year ended March 31, 2026, is attached as Annexure-II to this Report.

FRAUD REPORTING:

The Auditors of the Company have not reported any frauds under sub-section (12) of Section 143 other than those which are reportable to the Central Government and hence the details in this regard are not applicable.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY:

During the year under review, the Company has not made any application nor any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There has been no instance of one-time settlement with Bank and hence, the disclosure regarding difference in valuation is not required.

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

No significant or material order has been passed by any Regulator, Court or Tribunal during the financial year ended 31st March 2026 which could impact the going concern status and companys operations in future.

DEPOSITS:

The Company has not accepted any deposit covered under section 73 to 76 of Companies Act, 2013 and hence it is not applicable. CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply.

Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on March 31, 2026.

SECRETARIAL STANDARDS:

The Company has Compiled with the applicable requirements as prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the relevant provisions of the Companies Act, 2013 and Circulars/Notifications issued by Ministry of Corporate Affairs in this regard.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

As per Section 134(5)(e) of the Act, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls. The Company had already developed and implemented a framework for ensuring internal controls over financial reporting.

During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 134(5) of the Companies Act, 2013, the Directors confirm that:-

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

(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 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 the 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.

DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT- 2013:

It is the continuous endeavor of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

Following is the constitution of the Internal Committee:

During the period ended March 31, 2026, no complaints pertaining to sexual harassment was received by the Company. The Company has duly constituted Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is a summary of sexual harassment complaints received and disposed of during the year 2025-26:

We also hereby confirm that during the year under review the Company has duly complied with the provisions of the Maternity Benefit Act 1961.

PARTICULARS OF EMPLOYEE

The information required under Section 197 of the Companies Act, 2013 and the Rules made thereunder are annexed to this Report as Annexure III.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their gratitude to the Statutory Authorities, Employees, Bankers and Consultants for their valuable support and co-operation during the period under review.