Beryl Securities Ltd Directors Report

To,

The Members,

Beryl Securities Limited Indore,

Your Directors have pleasure in presenting their Thirty First Annual Report of the Company along with the Audited Accounts for the financial year ended on 31March 2025.

1. FINANCIAL RESULTS AND OPERATION:

I he financial performance of the Company during the financial year has been summonsed as follows:

Particulars	Year Ended 31 March 2025	Year Ended 31 \u201c March 2024
Revenge from operations	178.04	83,05
Other Income	8,54	1.38
Total Income	186,58	84.43
Total Expenditure excluding depreciation	143.74	58.02
Depreciation	5.46	0.41
Profit/ (loss) before Tax	37.38	26,00
Tax Expense	11.66	3.80
Profit/ (Loss) after Tax	25.72	17,20
Other Comprehensive income	-	-
Total Comprehensive Income	25.72	17,20

2. PERFORMANCE OF THE COMPANY;

During the year under review the company earns profit of Rs. 25.72 Lakhs in comparison to Jjatst years profit of R5.17.20 Lakhs. Your directors are putting their best effo r to turn the company into more profn making company. T h e di rectors a re putti ng their hest efforts to increase th e in co me wi th red uci n g the coa11ncmre rl. Your management is very hopeful to achieve better results in forthcoming period and expects to achieve better financial results as per the perception of the Shareholders of the Company.

3. DIVIDEND:

Your directors propose to preserve the profits for the growth of the company and do not recommend any dividend for the year 2(124-25 (Previous year: Nil)

4. PUBLIC DEPOSITS;

The C om pa r i y has nei tl ler i nv ited no r accept ed a ny deposi t fro m the p u blic d u r i ng the ye ar exee pt as a 11 owe d by RBI bemg NBFC.

5. RBI REGISTRATION:

The registration granted by Reserve Rank of India as Non-Ranking Financial Company is also continuing during the year under review.. Further, pursuant to Non-Banking Financial Companies Auditors Report

(Reserve Bank of India) Directions, 1998, a report from the statutory auditor of the Company has been received by the Board of Directors of the Company. This report shows that the Company has complied with all the directions and prudential norms as prescribed under Reserve Bank of India Act, 1934.

6. MANAGEMENT DISCUSSION and ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20f S, the Managements discussion and analysis forms an integral part of this report and gives detail of the overview. Industry structure and developments.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board made the following appointments/

APPOINTMENTS, RE-APPOINTMENTS & RESIGNATIONS:

> Mr, Agam Gupta was appointed Chief Financial Officer (CFO) & Key Managerial Personnel (KMP) of the Company w.e.f. from 25* July 2024 in place of Mr, Udai Lai Dhakar who submitted his resignation w.e.f. 24 th July 2024.

> Mr. Vinset Bajpai (DIN: 03098068), Mr. Sanvam Jain { DIN: 0S604083) and Mr. Anstiul Gupta { DIN: 09356735) were appointed as Additional Directors with effect from February 13, 2024 and further confirmed in the Extraordinary General meeting held on 11* May 2024.

> Mr. Vi nest Bajpai (DIN: 08093068) was further appointed as a Managing Director w.e.f. 28/09/2024 after approval of members in 30* Annual General Meeting for the period of 5 years.

> Mrs. Kratika Tiwari (DIN: 0845G1 64) and Mrs. Netia Sarda (DIN: 0B456141), Independent Directors, whose period of office expired and were re-appornted in the 30* Annual General Meeting of the Company held on 28* September 2024 for the term of 5 (Five) consetutive years up to 30th May, 2029.

> Mr. Vineet Bajpai (D1N: 0809806S) was appointed as the Managing Director of the Company at SO 111 Annual General Meeting for the period of 5 years.

> Mr, Sudhir Sethi (DIN; 00090172), the former Managing Director of the company whose designation was changed to Director w.e.f, 24/01/2025 has further ceased to act as such Director w.e.f. 23/04/2025,

> Mr. Sanjay Sethi (DIN:00090277) has ceased to be Chairman Si Director w.e.f. 23/04/2025.

> Mr. Abhinav Naik (DiN: DS456140) was appointed as Independent Director w.e.f. i1/05/2024.

> Mr, Abhinav Naik (DIN: 03456140) has ceased to be Independent Director w.e.f, 23/04/2025.

> Mrs. Sweena Gangwani (DIN: 08852555) was appointed as Independent Director w.e.f. 11/05/2024.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 134(5) of the Companies Act, 2013 as amended with respect to Directors responsibility statement and subject to where so ever otherwise contained in the Audit Report, Your Directors hereby confirm.

> That in the preparation of the annual accounts for the financial period ended on 31 March ZQ25 the applicable accounting standards subject to notes to the accounts in Auditors Report had been followed, along with proper explanation relating to material departures.

> That the Director has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to gwe a true and fair view of the state of affairs of the Company at the end of the financial period ended and profit of the Company for the period under review;

> That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

> That the Directors have prepared the annual accounts on a going concern basis,

> They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively,

> They have laid down internal financial controls, which are adequate and are operating effectively.

> The Companys internal Auditors have conducted periodic audits to provide reasonable assurance that the companys approved policies and procedures have been followed.

9. AUDfTORS:

Statutory Auditors:

The Company had appointed M/S Subhash Chand Jain Anurag & Associates having registration Wo. QQ4733C allotted by the Institute of Chartered Accountants of India pursuant to the provisions of Section 135, 142 and other applicable provisions, If any, of the Companies Act. 2013, along with the relevant Rules made thereunder, and based on the recommendations of the audit committee and board of directors of the company to hold office for a term of five years from the conclusion

of the 28^ AGM until the conclusion of the 33^ AGM, at such remuneration and out of pocket expenses, as may be decided by the board of directors of the company.

There have been no instances of fraud reported by the Statutory Auditors under Section 143 { 12) of the Act and Rules framed there under, either to the Company or to the Central Government.

The notes on accounts referred to and the Auditors 1 Report are self-explanatory and therefore do not call for any explanatory note.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The Companies (Accounts } Rules, 2014, the Board, has appointed Ahhay Bhandari & Associates, Chartered Accountants, Indore, having Institute of Chartered Accountants of India (ICAI) Firm Registration Number 003443C, as Internal Auditors of the Company. During the year the company continued to implement their suggestions and recommendations to improve the internal control environment- their scope of work includes review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Internal Auditors findings are discussed

with the management and suitable corrective actions have been taken as per cite directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Dipika Katana, Practicing Company Secretary (Membership No- F8Q78; COP No, 9526), to undertake the Secretarial Audit of th e C o m p a ny f o r f ive co nsecu t ive yea rs com men cm g a ud it pe r i od fro m FY 2 02 5 26 til IFY 2029- 2 030, s ubj ect to approval of the shareholders at the ensuing AGM.

The Secretarial Audit Report for the financial year 2024-25 in prescribed format MR-3 is annexed Annexure- 2 to the Boards Report.

Secretarial Auditors Certificate on Corporate Governance:

As required by SEBl (Listing Obligations and Disclosure Requirements) Regulations, 201 5, the Auditor 1 certificate on Corporate Governance is enclosed as Annexure to the Boards Report. The Auditors

Certificate for fiscal 2025 does not contain any qualification, reservation or any adverse remark.

10. PARTICULARS OF EMPLOYEES:

There are no employees as on date on the rolls of ihe Company who are in receipt of remuneration which requires disclosures under Section 197(12) of the Companies Act, 2913 read with rule 5(1) of the Companies { Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. Company does not have any employee receiving Remuneration exceeding the limit specified therein or part thereof,

During the year under review, relationships with the employees are cordial.

11. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO;

Since, Company is not a manufacturing Company; therefore, the particulars With respect to conservation of energy &. technology absorption as required under Companies (disclosure of particulars in the report of the Director) Rules, 1 Q&B are not required. There was no foreign exchange earning & outgo during the year.

12. CORPORATE GOVERNANCE:

As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 13,19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation [2 } of regulation 46 and Para c, D and E of Schedule V shall not apply to the Company. Though the Company is voluntarily complying with all the provisions and provided the report on the Corporate Governance. Further the certificate by the auditor is also attached to Armexure 4.

13. LISTING at stock exchanges:

The Equity Shares of the Company are listed with the Eiombay Stock Exchange Ltd and Jaipur Stock Exchange Limited.

14. COMMITTEES OF THE BOARD:

Currently, the Board has Four Committees: The Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee & the Finance Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Annual Report.

15. TRANSACTIQMS WITH RELATED PARTIES

None of (he transactions with related parties falls under the scope of Section 138 { 1) of the Act. Information on transactions wsth related parties pursuant to Section I34(3)(h) of the Act read with rule 8(2) of the Companies (Accounts; Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

16, ANNUAL RETURN:

The Annual Return of the Company as on 31 st March 2025 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 r is available on the website of the Company httpYMww.berylsecuriiies.com

17, CORPORATE SOCIAL RESPONSIBILITY

The policy of the Corporate Social Responsibility is not applicable to the Company.

18, VIGIL MECHANISM

A Vigil Mechanism Policy for directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising concemsof any violation of legal orreguiatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The details pertaining to establishment of vigil mechanism for employees and directors are included in the Corporate Governance Report which forms part of this report.

19, NUMBER OF BOARD MEETINGS:

6 Board Meetings were held during the financial year from 1 11 April. 2024 to 31 st March, 2025. The maximum Interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

20, FINANCIAL YEAR:

Pursuant to 5ection 2(41) of the Companies Act, 2013, the Company adopted April- March as its Financial Year. The Financial Year of the Company shall be for a period of 12 months i.e, 1 11 April to 31 lL March,

21, MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

During the financial year, significant changes and commitments have occurred that may impact on the financial position of the Company:

Change in Management;

The Company received approval from the Reserve Bank of India (RBI) via email dated 12 Feb 2025, for change in management in terms of acceptance of resignation of two directors of the company, namely:

- Mr. Sudhir Sethi (DIN: 00090172)

¦ Mr, Sanjay Sethi { DIN: 00090277)

These Directors were appointed on 2 nd January 20D0 and subsequently board considered their resignation during the Board Meeting { EM) held on 23/04/2025.

Red ossification of Promoters:

in compliance with $EEI (Luting Obligations and Disclosure Requirements) Regulations, the Company has fried an application forthe reclassification of incoming existing promoters. The reclassification process is currently underway. Additionally, the Acquirers, Mr. Vineet Bajpai, Mr. Sanyam Jairr, and Mr. Agam Gupta, who joined through the Open Offer, have already been reclassified as promoters during the Board meeting held on 1 st July 2024.

These changes reflect strategic decisions taken by the Company to align its management and shareholding structure with its long-term business objectives. The implications of these changes will be monitored closely to ensure they positively contribute to the Companys financial position and overall governance.

MAINTENANCE OF BOOKS OF ACCOUNTS AND OTHER RELEVANT DOCUMENTS OF THE COMPANY AT THE PLACE OTHER THAN THE REGISTERED OFFICE OF THE COMPANY:

It fs desirable for the company to maintain all its books of Accounts and other relevant documents at corporate office for the ease of business activities, therefore the company opened a new corporate office for the same at 1116,11th Floor Tower Astra I is Supertech Supernova Sector 94 Noida, (UP) 201301

INDIA after obtaining the approval of the Board of Directors at a meeting held on 7 11 day of August 2025.

22. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2019, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act. 2013 and Regulation 25 of the SEE3I (Listing Obligations and Disclosures Requirements) Regulation, ZQ1 5.

23. MEETING OF INDEPENDENT DIRECTORS;

During the year under review, a separate meeting of Independent Directors was held on 25 dl March 2025 to discuss:

> [ valuation of the performance of Non- Independent Directors and Board of Directors as a whole.

> Evaluation of the performance of the Chairman of the Company, taking into account the views of the

Executive Directors,

> Evaluation of the quality, content and timelines of flow of information between the management and

the Board that is necessary for the Board to effectively and necessarily perform its duties.

All the independent Directors were present at the said Meeting.

24. DEMATERiALISATION OF SHARES

The shares of your Company are being traded in eiectronrc form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (N5DLJ and Central Depository Services (India) Limited (CD5L). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of

dematerializafion of shares with either of the Depositories as aforesaid, As on March 31, 2025, 75,22% of the share capital stands dematerialized.

25. INTERNAL CONTROL SYSTEM:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable disclosures.

26. COMPOSITION OF AUDJt COMMITTEE:

As per the requirement of Regulation 1S of the SEBI (Listmg Obligations and Disclosure Requirements)

R eg u lati o ns, 2 01 5 re a d wit h Secti on 177 of the Com pa n i es Act, 2013. T he p rose nt St re ngth of th e Au d it Committee comprises of Mr. Sanjay Sethi. Mrs. Kratika Tiwari and Mrs. Neha Sarda. Mrs. Neha Sardia is the Chairperson of the Audit Committee of the Company. The recommendations of audit committee were duly accepted by the Board of Directors*. Mr. Sanjay Sethi resigned from his Chairmanship and Directorship w.e.f. 23/04/2025 and Mr, Anshul Gupta was appointed as Member w.e.f. the same date,

27. BOARD EVALUATION:

Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and applicable Regulations of the SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance andas well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience fi. competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the Independent Directors was < arried out by the entire Board and chat of the Chairman and the Non independent Directors were carried out by the independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company,

28. WEB LINK OF THE COMPANY:

The Web link of the Company is Website, www.berylsecurities.com

29. REVISION IN FINANCIAL STATEMENTS OR BOARDS REPORT U/S 131(1) OF THE COMPANIES ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the financial Statements and Boards Report are in compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

30. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

A certificate of Non-Disqualification of Directors is also required to be submitted and in this regard a certificate from Dipika Kararia, Practicing Company Secretary that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as director by SEBt/MCA or any such authority is attached and forms part of this report as Annexure 3.

31. WTD/CFO CERTIFICATION:

The Whole Time Director (WTD) have issued certificate pursuant to the provisions of Regulation 17(S)ofthe SEBI(LODR) Regulations, 2015 certifying that the financial statements do nor contain any materially untrue statement and these statements represent a true and fair view of the Companys affairs, i he said certificate is annexed and forms part of the Annual Report as Annexure-S.

32, applicability e, proceeding pending under insolvency & bankruptcy act, 201 G & their STATUS

There are no proceedings initiatedfpendfng agarnsEyour Company under the Insolvency and Bankruptcy Code, 2016 which materially impacts the business of the Company.

33* DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS Sc FINANCIAL INSTITUTIONS

There was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation does not arise.

34 DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

Sr REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexua; Harassment Policy in Sine with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has teen set up to redress the Compliant received regarding sexual harassment, All women employees (permanent, temporary, contractual & trainee) are covered under this policy. The Company regularly conducts awareness programs. There was no case of Sexual harassment reported during the year under review. The detailed description for the same is given in Corporate Governance Report, forming part of the Annual Report.

Details of complaints received and redressed during financial year 202^*25 are as follows;

The number of sexual harassment complaints received during the year, NIL The number of such complaints disposed of during the year. Nl L

The number of cases [lending for a period exceeding ninety days, NIL

35 THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT. 1961.

The Company affirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961, including all amendments thereto. All applicable benefits, leave entitlements, and facilities as mandated under the Act have been extended to eligible women employees during the financial year under review.

The Company has compiled with the provisions relating to the Maternity Benefit Act 19&1.

36. ACKNOWLEDGEMENT:

Your Company is grateful for the continued Company-operation and assistance extended to it by the Government and Semi-Government Authorities, Banks and ether Statutory Bodies. Your director also ex pre sses their wa rm ap pre c iati on fo r t he d e di cate d a n d si nee re se rvi ces re n dered by t h c e m pi oyees of the Company.

Registered Office:	By Order of the Board
133, Kanchan Bagh, Indore - 452001	for Beryl Securities Limited
	541-
	VINEET BAjPAl
Dated: 2** September, 2025	Managing Director
	(DIN:03098068)