Birla Capital & Financial Services Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting their 40th Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2026. The financial results of your company are summarized below.

1. FINANCIAL HIGHLIGHTS:

(Amount in Lakhs)

Particulars	Standalone
	Year ended 31-03-2026 Rs	Year ended 31-03-2025 Rs
Revenue from Operations
Other Income	38.00	5.70
Total Income	38.00	5.70
Total Expenses	37.56	8.76
PBT	0.44	(3.06)
Less: Deferred Tax Liability/ (Asset)	(0.36)	0.61
Tax adjustment relating to previous year	-	-
Profit After Tax (PAT)	0.80	(3.66)
Profit transferred to Reserves	0.00	0.00

Note: Previous years figures have been regrouped / reclassified wherever necessary to correspond with the Current years classification/ disclosure.

2. SUBSIDIARIES, JV OR ASSOCIATE COMPANIES:

There is no other company which became or ceased to be subsidiary or associate or joint venture company during the year under review. Your company is not a subsidiary or associate or joint venture company of any other company.

3. BUSINESS REVIEW/STATE OF THE COMPANYS AFFAIRS AND FUTURE OUTLOOK:

Company was not able to generate any revenue during the financial year 2024- 2025. However expenses has also been increased compared to last year. Since there was other income, company has managed to generate profit during the year.

In the current year the company recorded a revenue of Rs. 0/-, a PBT of Rs. 43,667.95 and a PAT of Rs. 79,585.50/- as against a revenue of Rs. 0/-, a PBT of (Rs. 3,05,608/-) and a PAT of Rs. (Rs. 3,66,130/-) in last year.

The financial performance of the Company is adversely impacted due to slowdown in deal completion activities due to difficult economic conditions in larger developed and emerging markets and unfavorable domestic factors marked by

Future Outlook

We expect that the business sector will improve and with the upcoming changes and development in the sector, we expect to improve our performance for the coming years.

4. CAPITAL STRUCTURE OF THE COMPANY:

As on 31st March, 2026, the issued, subscribed and paid-up share capital of your Company stood at Rs. 9,38,31,264/- (Rupees Nine Crore Thirty-Eight Lakh Thirty- One Thousand Two Hundred and Sixty-Four Only), comprising 4,69,15,632 (Four Crore Sixty-Nine Lakh Fifteen Thousand Six Hundred and Thirty Two Only) Equity shares of Rs.2 / - (Rupees Two Only) each.

Changes in Capital Structure if any:

A) Issue of equity shares with differential rights

Company has not issued any equity shares with differential rights.

B) Issue of sweat equity shares

Company has not issued any sweat equity shares

C) Issue of employee stock options

Company has not issued any stock options to employees

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

Company has not provided money to its employees or to any employees trust for purchase of its own shares.

5. RESERVES:

No amount is carried to general reserves during the year under review. The profit for the year is proposed to be carried forward to Balance in Profit and Loss account under the head Reserves and Surplus.

6. DIVIDEND:

Your company has incurred profit during the year, however director proposes to utilize said reserves for business expansion purpose.

7. DEPOSITS:

Your Company has neither accepted nor renewed any “deposit” from public within the meaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 1975, hence the disclosures relating to the same are not applicable to the company for the year under review. The Company has availed loan from banks in accordance with the deposit rules.

8. LISTING AND DEMATERIALISATION

The Equity Shares of the Company are listed on the BSE Limited (Scrip ID: 512332).

The ISIN of the Company is: INE776E01027

9. MEETINGS OF THE BOARD/COMMITTEES

A. Details of the meetings of the Board of Directors of the company held during the year ended 31st March, 2026 is as follows

11 Board Meetings were held during the financial year from 1st April, 2025 to 31st March, 2026. The maximum interval between any two meetings did not exceed 120 days.

The Meeting were held on the following dates:-

8th April, 2025	29th May, 2025	30th May, 2025	27th June, 2025	01st July, 2025	15th July, 2025
25 th July, 2025	01st August, 2025	07 th October, 2025	13 th November, 2025	12 th February,2026

Details of Directors attendance at Board Meetings and at the Last Annual General Meeting (AGM) held on September 27, 2025 are given in the following table:

Name of Directors	Board Meeting		Attended Last AGM
	Held During Tenure	Attended
Mr.Satyanarayana Dahagama	8	8	No
Mr. Abhijeet Bhingarde	11	11	Yes
Mrs. Minal Pote	11	11	Yes
Mr. Sagar Gala	3	3	No

B. STATUTORY BOARD COMMITTEES

1. Audit Committee

The Audit Committee met seven times during the financial year 2025-26, on the following dates before finalization of annual accounts and adoption of quarterly financial result by the Board:

The Meeting were held on the following dates:-

29th May, 2025	30th May, 2025	27th June, 2025	25th July, 2025
01st August, 2025	13 th November, 2025	12 th February,2026	-

The attendance of each member of the Committee is given below:

Name	Committee Meeting
	Held During Tenure	Attended
Mr. Satyanarayana Dahagama (Non-Executive Independent)	5	5
Mr. Abhijeet Bhingarde (Non-Executive Independent)	7	7
Mrs. Minal Pote (Executive Director)	7	7
Mr. Sagar Gala (Non-Executive Independent)	2	2

2. Nomination & Remuneration Committee

The Nomination & Remuneration Committee met three time during the financial year 2025-26, on the following dates.

01st July, 2025

01st August, 2025

07 th October, 2025

The attendance of each member of the Committee is given below:

Name	Committee Meeting
	Held During Tenure	Attended
Mr. Satyanarayana Dahagama (Non-Executive Independent)	3	3
Mr. Abhijeet Bhingarde (Non-Executive Independent)	3	3
Mrs. Minal Pote (Executive)	3	3

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee met one times during the financial year 2025-26, on the following dates.

01st August, 2025

The attendance of each member of the Committee is given below:

Name	Committee Meeting
	Held During Tenure	Attended
Mr. Satyanarayana Dahagama (Non-Executive Independent)	1	1
Mr. Abhijeet Bhingarde (Non-Executive Independent)	1	1
Mrs. Minal Pote (Executive)	1	1

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company state as under that:

a. In the preparation of the annual accounts for the year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. The selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2026 and the profit of the Company for the financial year ended 31st March, 2026

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a ‘going concern basis.

e. Internal financial controls had been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION ETC.

The Company has prepared a policy on Directors appointment and remuneration pursuant to Section 178 of the Act. The Company has also laid down criteria for determining qualifications, positive attributes and independence of Director.

12. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2)(a) of Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 Corporate Governance Report is not applicable to your Company. The Paid-up Capital of the Company is less than Rs. 10 Crores and the Net worth is less than Rs. 25 Crores, but still your Company follows Corporate Governance of highest standards.

13. COMMITTEES OF BOARD:

As on March 31, 2026 Company has three Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee. The details of the number of meetings held, attendance of members at such meetings are provided in Statutory Board Meeting i.e. clause 9(B) of Director Report, which forms part of this Annual Report. The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

14. FORMAL ANNUAL EVALUATION

The Formal Annual Evaluation has been made as follows:

a. The Company has laid down evaluation criteria separately for Board, Independent Directors, Directors other than Independent Directors and various committees of the Board. The criteria for evaluation of Directors included parameters such as willingness and commitment to fulfill duties, high level of professional ethics, and contribution during meetings and timely disclosure of all the notice/details required under various provisions of laws. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

b. Evaluation of the Board was made by a Separate Meeting of Independent Directors, (without attendance of non - Independent Director and members of management).

c. The performance evaluation of all committees were done by the Board of Directors namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

d. Performance evaluation of non - Independent Directors was done by Separate meeting of Independent Directors.

e. Evaluation of Independent Directors was done (excluding the Director who was evaluated) by the Board of Directors of the Company.

f. In addition, the Nomination and Remuneration Committee has carried out evaluation of every Directors performance as required under Section 178 (2) of Companies Act, 2013.

g. The Directors expressed their satisfaction with the evaluation process.

15. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder read with the Schedules as well as Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force). In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA).

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL INCLUDING CHANGES IF ANY:

> Directors

The Board of Directors of your Company has Executive, Non- Executive and Independent Directors. As on the date of this report the Company has three Directors of which two are Non-Executive Directors. The Company has two Independent Directors.

> Changes in the Board during the year

During the year under review, below mentioned are the changes in composition of Director

1. Mr. Satyanarayana Dahagama tendered his resignation from the position of Director w.e.f. 07th October, 2025.

2. Mr. Sagar Gala was appointed as an Additional Independent Director w.e.f. 07th October, 2025 and this term expires in ensuing Annual General Meeting. Board proposes to appoint him for period of five years.

> Directors liable to retire by Rotation

As per the provisions of the Companies Act 2013, Ms. Minal Pote (DIN: 07163539), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re- appointment. The Board recommends his re-appointment.

An appropriate resolution has been incorporated in the Notice convening 40th Annual General Meeting (“AGM”) for his re-appointment. The detailed profile of Ms. Minal Pote seeking reappointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the Listing Regulations is provided separately by way of an Annexure to the Notice of the AGM.

> Key Managerial Personnel (KMP)

During the year, Mr. Himanshu Sarda, Company Secretary & Compliance Officer of the Company had resigned from the post of Company Secretary & Compliance Officer w.e.f. July 01, 2025. The Board placed on record its appreciation for the contributions and guidance made by Mr. Himanshu Sarda, during his tenure as Company Secretary & Compliance Officer of the company.

Subsequently, the Board of Directors at its meeting held on July 01, 2025 and based on the recommendation of the Nomination and Remuneration Committee appointed Mr. Hemant Agarwal as the Company Secretary and Compliance Officer of the Company w.e.f. July 01, 2025.

Ms. Minal Pote was appointed as Chief Financial Officer of the Company with effect from 01st August, 2025.

As on the date of this report, the following are the key Managerial Personnel of your company:

1. Mr. Hemant Agarwal, Company Secretary & Compliance Officer

2. Ms. Minal Pote, Chief Financial Officer

17. RELATED PARTY TRANSACTIONS

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arms length basis. During the year, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. However, the disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in the Notes of Accounts attached with the Balance Sheet of Statement of Significant Accounting Policies to the Balance Sheet as at 31st March 2026.

18. CREDIT RATING

During the year, the Company has not issued any debt instruments or borrowed funds. Therefore no Credit Rating is required to be taken.

19. ANNUAL RETURN

The Annual Return is accessible at the given link.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

21. AUDITORS

i) Statutory Auditors

In accordance with Section 139 of the Companies act, 2013, M/s. Agarwal Jain & Gupta, Chartered Accountants, Jaipur, Statutory Auditors of the Company, are appointed by the shareholders of the Company at the ensuing Annual General Meeting (AGM) as Statutory Auditors for a period of five years to hold office until the conclusion of 41st Annual General Meeting of the Company in the calendar year 2027. In accordance with the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014.

The auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31st March, 2026. The statements made by the Auditors in their report are self - explanatory statement and do not call for any further comments.

ii) Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company has appointed M/s. Ankit Mazumdar Practicing Company Secretary (C.P. No. A22261) as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed and forms as integral part of this Report. Reply to the remarks has been mentioned in the report.

iii) Internal Auditor

The Company appointed M/s. A Ranka & Associates, Chartered Accountants, Mumbai, as its Internal Auditor for Financial Year 2025-2026. During the year, the Company continued to implement their suggestions and recommendations to improve the 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 process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. There is no any adverse remark by the internal auditor.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not given loans, guarantees or investments under Section 186 of the Companies Act, 2013.

23. EMPLOYEES SAFETY

The Company is continuously endeavoring to ensure safe working conditions for all its employees.

24. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

a) Conservation of Energy

The operation involves low level of energy consumption. Wherever possible energy conservation measures have already been implemented. However, efforts to conserve and optimize the use of energy through improved methods and other measures will further continue.

b) Absorption of Technology

The Technology has been fully absorbed by the Company.

c) Foreign Exchange Earnings & Outgoings

During the year under review, details of Foreign Exchange earnings and outgo are as follows:

Foreign Exchange Earnings : NIL

(In Indian Rupees)

Foreign Exchange Outgo : NIL

(In Indian Rupees)

Import of Raw Materials and Stores : NIL

25. VIGIL MECHANISM:

In view of limit of borrowings of the Company and considering the fact that the Company does not accept deposit, the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 relating to establishment of vigil mechanism is not applicable to the Company.

26. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

27. 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:

No material changes have occurred subsequent to the close of FY 2025-2026 till date of this report.

28. RISK MANAGEMENT POLICY & INTERNAL CONTROL SYSTEMS:

Risk Management is the process of Identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

29. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, the Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICCs), to consider and resolve the complaints related to sexual harassment. The status of the complaints for the year is as follows:

a. Number of complaints of sexual harassment received in the year: 00

b. Number of complaints disposed of during the year: 00

c. Number of cases pending for more than ninety days: 00

31. GENDER-WISE EMPLOYEE DATA

(As per Rule 8 of the companies (Accounts) rules, 2014, as amended on 14 July 2025) In compliance with the amended Rule 8 of the companies (Accounts) Rules, 2014, the details of the employees of the company based on gender as on 31st March 2026 are provided below:

a. Number of male employees: 1

b. Number of female Employees: 1

c. Number of transgender employees: 00

32. MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961. The Company ensures in providing a fair and supportive environment to their women employees during and after pregnancy, provides mandated maternity leaves and no discriminatory practices are followed against women employees due to maternity or childbirth.

33. COST AUDIT:

The provisions of Section 148 read with the Companies (Audit and Auditors) Rules, 2014, relating to appointment of Cost Auditor is not applicable to the company.

34. COST RECORDS:

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act.

35. RECONCILIATION OF SHARE CAPITAL AUDIT:

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out by the Practicing Company Secretary, during the Financial Year 2025- 2026.

36. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard -1 on Board Meetings (SS-1), Secretarial Standard -2 on General Meetings (SS-2), Secretarial Standard -3 on Dividend (SS-3), Secretarial Standard-4 on Board Reports (SS-4) issued by the Institute of Company Secretaries of India and approved by the Central Government, and that such systems are adequate and operating effectively.

37. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

To the knowledge of the management, there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 as on 31st March, 2026.

38. ONETIME SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION:

There was no instance of onetime settlement with any Bank or Financial Institution during the financial year under review.

39. GREEN INITIATIVES:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 40th Annual General Meeting of the Company including the Annual Report for FY 2024-25 are being sent to all Members whose email addresses are registered with the Company/ Depository Participant.

40. PERSONNEL

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co- operation and support, have enabled the Company to achieve the desired results during the period.

41. OTHER DISCLOSURE

On July 24, 2023; BSE issued a notice (bearing notice no. 20230724-18) wherein all the Trading Members of the Exchange were informed that since the Company has remained suspended for more than six (6) months, they would be delisted from the platorm of the Exchange, with effect from July 26, 2023 pursuant to order of the Delisting Commitee of the Exchange (dated June 16, 2023) in terms of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.

Thereafter, on January 25, 2024; the Company filed a Memorandum of Appeal before the Honhle Securities Appellate Tribunal challenging BSEs Order / Notice. Further to which BSE had asked for submission of compliance pending to be filed with BSE. Post completion of the compliance as asked to be complied by BSE, SAT vide order dated 09th October, 2025 issued relisting order enabling restoration of name of the Company on BSE Listing center. Company is still in process of receiving trading commencement notice from BSE Ltd.

42. ACKNOWLEDGEMENTS

The Board of Directors wishes to acknowledge the invaluable support extended to the Company by the Government authorities, Members, Bankers, Vendors, Suppliers, Shareholders and Customers during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives and staff.

43. DISCLOSURE

The Company belongs to The Yash Birla Group.

44. APPRECIATION

Your Directors deeply acknowledge the trust and confidence you have placed in the management of the Company. Your Directors also place on record their appreciation for co-operation received from Banks, share transfer agent, Government authorities, Customers, vendors and employees of the Company.

For and on behalf of the Board of Directors

For BIRLA CAPITAL AND FINANCIAL SERVICES LIMITED

MINAL UMESH POTE

CHAIRMAN

DIN: 07163539

ADDRESS: Ramanwas, Vasai(West)

Tarkhad, Bassein, Vasai,

Thane: 401201

PLACE: MUMBAI

DATE: 13.07.2026