Brilliant Portfolios Ltd Directors Report

To

The Members,

The Directors of your Company have the pleasure in presenting the 31^st Annual Report together with the audited financial statements for the financial year (“FY”) ended March 31,2025.

FINANCIAL PERFORMANCE OF THE COMPANY

The Summary of the Companys Financial Performance for the Financial Year 2024-25 as compared to the previous Financial Year 2023-24 as given below:

(In Lakhs)

PARTICULARS	2024-25	2023-24
Gross Income	321.44	305.76
Less: Expenses & Provisions	62.59	66.15
Less: Depreciation	11.52	0.1
Less: Interest & Finance Charges	171.74	173.36
Profit Before Tax	75.59	66.15
Less: Provisions for taxation	20.52	16.20
Profit After Tax (PAT)	55.07	49.95
Add: Balance brought forward from previous year	434.06	394.10
Balance available for appropriations	489.13	444.05
Appropriations
Statutory Reserve	11.01	9.99
Net worth	929.38	874.31

OPERATIONAL PERFORMANCE

The Companys performance during the year ended March 31,2025 in comparison with the year ended March 31,2024 is summarized as follows:

Total income was Rs. 321.44 lakhs in FY25 as compared to Rs. 305.76 lakhs in FY24. Profit before taxes was Rs. 75.59 lakhs in FY25 as compared to Rs. 66.15 lakhs in FY24. Profit for the year was Rs. 55.07 lakhs in FY25 as compared to Rs. 49.95 lakhs in FY24.

TRANSFER TO RESERVES

As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred to a Special Reserve Account. Accordingly, the Company has transferred Rs. 11.01/- (In Lakhs) in current year and Rs. 9.99/- (In Lakhs) in previous year to Statutory Reserve Account.

COST RECORDS

The maintenance of cost records, for the services rendered by the Company, is not required pursuant to Section 148(1) of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 and hence such accounts and records were not required to be maintained by the Company.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

The information on the affairs of the Company has been given as part of the Management Discussion and Analysis section of the Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of the Boards Report.

DIVIDEND

The Board of your Company decided not to transfer any amount to the General Reserve and retain the entire amount of profit under Retained Earnings. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2025, please refer to the ‘Statement of Changes in Equity included in the financial statements of this Annual Report. Additionally, to conserve the resources of the company and requirement of working capital, Directors do not recommend any dividend for the year under consideration.

FUND RAISING

During the year under review, no fund-raising activity was undertaken.

SHARE CAPITAL

As on March 31,2025, the Authorized Share Capital of the Company stood at Rs. 350/- (In Lakhs) (35,00,000 Shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands at Rs. 310.18 (In Lakhs) (comprising of 31,01,800 Equity Shares of Rs. 10/- each). During the Financial Year, the Company had not issued any Equity shares with Differential rights, any Sweat equity Shares and any Employee stock Option.

INVESTMENT IN SUBSIDIARIES

There is no Company became or ceased to be the Subsidiary of the company.

RBI REGISTRATION

The Company is a registered Non-Banking Financial Company - Investment and Credit Company (“NBFC-ICC”) pursuant to the receipt of Certificate of Registration from the Reserve Bank of India (“RBI”), under Section 45-IA of the RBI Act.

STATUTORY DISCLAIMER

The Company is having a valid Certificate of Registration issued by RBI under Section45-IA of the RBI Act. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and discharge of liabilities by the Company.

DEPOSITS

The Company being a non-deposit taking Non-Banking Financial Company (“NBFC”), has not accepted any deposits from the public during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2025, the Company has Five Directors including one Woman Director, of which two were Independent Directors of the Company. The composition of the Board is in accordance with the SEBI Listing

Regulation read with Section 149 of the Act, with an appropriate combination of Non-Executive Directors and Independent Directors.

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Ravi Jain (Din: 02682612), Director of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment.

The brief details of the Director proposed to be re-appointed as required under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations is provided in the Notice convening Annual General Meeting of the Company.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise (including proficiency, as applicable) and hold highest standards of integrity.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence.

FIT AND PROPER CRITERIA & CODE OF CONDUCT

All the Directors meet the fit and proper criteria stipulated by RBI. All the Directors and Senior Management Personnel (“SMP”) of the Company under the SEBI Listing Regulations have affirmed compliance with the Code of Conduct of the Company.

KEY MANAGERIAL PERSONNEL (“KMPS”)

As on March 31,2025, the Company had the following KMPs:

> Mr. Ravi Jain - Managing Director

> Mr. Ashish - Chief Financial Officer and Company Secretary

During the period under review, there were no changes in the KMPs of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION/COMPENSATION FOR DIRECTORS, SENIOR MANAGEMENT PERSONNEL, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013 (“the Act”) read with Section 178 of the Act and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), your Company has adopted Nomination and Remuneration Policy which, inter- alia, includes the criteria for determining qualifications, positive attributes and independence of Directors, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management team.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually and the Committees of the Board.

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1	Each Individual Directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2	Independent Directors	Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided etc.
3	Board and its committees	All directors	Board composition and structure; effectiveness of Board processes, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The provisions of Clause 34(2)(f) of SEBI (LODR) Regulations regarding the Business Responsibility and Sustainability Report is not applicable on the Company for the year under review.

REPORT ON CORPORATE GOVERNANCE

The Company having paid up capital and Net worth less than the threshold provided under Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, it does not require any further comment.

STATUTORY AUDITOR

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder and RBI requirements, the Members at their Twenty Eighth Annual General Meeting held on 25th September, 2022 had appointed M/s Sanjeev Bhargava & Associates, Chartered Accountants, (Registration No. 003724N) as Statutory Auditor of the Company from the conclusion of Twenty Eighth Annual General Meeting till the conclusion of Thirty First Annual General Meeting.” Thus, the tenure of M/s Sanjeev Bhargava & Associates, Chartered Accountants would end at the conclusion of the ensuing AGM.

In light of the aforesaid, the Board of Directors of the Company has recommended the appointment of M/s V P Jain & Associates, Chartered Accountant (Firm Registration No. 015260N) as the Statutory Auditors of the Company for a period of three continuous years in accordance with the guidelines stipulated by RBI, to hold office from the conclusion of the forthcoming AGM i.e. 31^st AGM till the conclusion of the 34^th aGm, subject to the approval of the Members at the ensuing AGM of the Company. M/s V P Jain & Associates, Chartered Accountants, have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of Section 141(3) of the Act and RBI regulations. Further, the Statutory Auditors have confirmed that they have subjected themselves to Peer Review process by the Institute of Chartered Accountants of India (“ICAI”) and hold valid certificate issued by the Peer Review Board of ICAI.

AUDITORS REPORT

The Auditors Report to the Members for the year under review is unmodified. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.

SECRETARIAL AUDITOR

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and in accordance with Section 204 of the Act, basis recommendation of the Board, the Company is required to appoint Secretarial Auditor, with the approval of the Members at its AGM.

In light of the aforesaid, the Board of the Company has recommended the appointment of M/s Om Prakash Agrahari & Co., Company Secretaries as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years, i.e.; from FY 2025-26 up to FY 2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.

M/s Om Prakash Agrahari & Co., Company Secretaries have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India (“ICSI”) and hold valid certificate issued by the Peer Review Board of ICSI.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Company had appointed M/s Om Prakash Agrahari & Co., Company Secretaries to undertake the Secretarial Audit of the Company for FY25.

The Secretarial Audit Report is appended as Annexure I to the Boards Report. There is no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit Report.

INTERNAL AUDITOR

During the year under review, Mr. Nitin Agrawal was appointed as the Internal Auditor of the Company to conduct the Internal Audit on the basis of detailed Internal Audit Plan. The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year, as per the agreed audit plan.

REPORTING OF FRAUDS BY AUDITORS

There were no frauds reported by the Auditors of the Company under Section 143(12) of the Act to the Audit Committee (“AC”).

PARTICULARS OF EMPLOYEES

The information required pursuant to the provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company has been appended as Annexure II to the Boards Report.

The Board affirms that the remuneration paid to the employees of the Company is as per the policy on Directors appointment and remuneration/compensation for Directors, Senior Management Personnel, Key Managerial Personnel and other employees and is in accordance with the requirements of the Act and SEBI Listing Regulations and none of the employees listed in the said Annexure are related to any Directors of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company being engaged in the financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the Company. Nevertheless, the Company is vigilant on the need for conservation of energy.

During the FY 2024-25, the Companys foreign exchange earnings and outgo were NIL.

DEPOSITORY SYSTEM

The Companys Equity Shares are compulsorily tradable in electronic form. As on March 31, 2025, 78.88% of the Equity Shares are held in electronic form and 6,54,965 Equity Shares out of 31,01,800 Equity Shares were held in physical form. In view of the numerous advantages offered by the Depository System, the Members holding shares in physical form are advised to avail of the facility of dematerialization.

As per notifications issued by SEBI from time to time, requests for effecting transfer of securities are not processed unless the securities are held in the dematerialised form with the depositories.

Further, transmission or transposition of securities held in physical or dematerialised form is also effected only in dematerialised form. Therefore, Members holding securities in physical form are requested to take necessary action to dematerialise their holdings.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The company does not have any subsidiary, Associate and Joint venture Company.

MATERIAL SUBSIDIARIES

There is no material subsidiary of the Company as on March 31,2025.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, your Board of Directors, to the best of its knowledge and ability confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern basis;

e) the Directors have laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that systems are adequate and are operating effectively.

SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the ICSI on Board meetings and General meetings.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

a) Providing assurance regarding the effectiveness and efficiency of operations

b) Efficient use and safe guarding of resources

c) Compliance with policies, procedures and applicable laws and regulations and

d) Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

MEETINGS OF BOARD

During the year, four board meetings were held during the year on 28^th May, 2024, 12^th August, 2024, 12^th November, 2024 and 10^th February, 2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

A qualified and Independent Audit Committee of the Board of the company is functioning. It monitors and supervises the Managements financial reporting process with a view to ensure accurate and proper disclosure, transparency and quality of financial reporting. The committee reviews the financial and risk management policies and also the adequacy of internal control systems and holds discussions with Statutory Auditors and Internal Auditors. This is enhancing the credibility of the financial disclosures of the company and also provides transparency.

• Terms of reference

The role and terms of reference of the Audit Committee cover the areas mentioned under Regulation 18 (3) of Listing Regulations and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

• Composition

The Audit Committee comprises of 3 (Three) directors i.e. Mrs. Shruti Das, Mr. Rameshwar Dayal Sharma & Mr. Raghu Nandan Arora. Mrs. Shruti Das is the chairman of the Audit Committee and is a Non-executive and Independent Director. All the recommendations made by the Audit Committee were accepted by the Board.

• Meetings

Four meetings of the Audit Committee were held during the Financial Year ended 31st March 2025. Every Member has attended all the meetings.

• Details of Recommendations of Audit Committee which were not accepted by the Board along with reasons

During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence

• Criteria for evaluation of the performance of the independent directors

The criteria of evaluation of performance of Independent Director, includes their qualification, experience, competency, knowledge, understanding of respective roles (as Independent Director and as a member of committee of which they are members/chairpersons), adherence to Codes and ethics, conduct, attendance and participation in the meetings, etc.

STAKEHOLDERS RELATIONSHIP COMMITTEE

• Term of reference

The role and terms of reference of the cover the areas mentioned under Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

• Composition

The Stakeholders Relationship Committee comprise of 3 (Three) Directors i.e. Mrs. Shruti Das, Mr. Rameshwar Dayal Sharma & Mr. Ravi Jain. Mr. Rameshwar Dayal Sharma is the chairman of the Stakeholders Relationship Committee and is a Non-executive and Independent Director.

• Meetings

Two meetings of the Stakeholders Relationship Committee were held during the Financial Year ended 31st March 2025.

NOMINATION & REMUNERATION COMMITTEE

• Term of reference

The role and terms of reference of the Nomination and Remuneration Committee cover the areas mentioned under Regulation 19 (4) of Listing Regulations and Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

• Composition

The Nomination and Remuneration Committee comprises of 3 (Three) Directors i.e. Mrs. Shruti Das, Mr. Rameshwar Dayal Sharma & Mr. Raghu Nandan Arora. Mrs. Shruti Das is the chairman of the Nomination and Remuneration Committee and is a Non-executive and Independent Director.

• Meetings

Two meetings of the Nomination & Remuneration Committee were held during the Financial Year ended 31st March 2025.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism Framework, under which the Whistle Blower Investigation Committee has been set up. The objective of the framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which all the stakeholders such as Employees, Directors and service providers (agency, vendor, contractor or any outsourced partner) can raise actual or suspected violations. The Vigil Mechanism Framework provides for adequate safeguards against victimization of the persons who use such mechanism.

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

PARTICULARS OF LOANS, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

The particulars of loans, guarantees, security and investments as per Section 186 of the Act by the Company, as applicable, have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with related parties were on an arms length basis and in the ordinary course of business and approved by the Audit Committee and omnibus approval were obtained, where applicable.

During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company. Necessary disclosures required under the AS 18 have been made in the Notes to the Financial Statements for the year ended March 31,2025.

Pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act in the prescribed Form AOC-2.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and 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.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a policy for prevention, prohibition and redressal of sexual harassment at workplace. Further, the Company has constituted an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, where complaints in the nature of sexual harassment can be registered. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment and the right to work with dignity. During the year under review, no complaints were received from any of the employees.

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section 92(3) of the Act is available on the website of the Company at http://brilliantportfolios.com/.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

RBI REGULATIONS

The Company has complied with the applicable regulations of RBI.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any amount to Investor Education and Protection Fund.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company; hence there is no need to develop policy on CSR.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis Report forms part of this Report.

LISTING

Equity Shares of your Company are listed on BSE Limited. Your Company has paid required listing fees to Stock Exchanges for FY 2025-26.

DISCLOSURE PERTAINING TO INSOLVENCY & BANKRUPTCY CODE (“IBC”)

During the period under review, no application was made by or against the company, and accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE OF ONE TIME SETTLEMENT

The Company did not avail any such onetime settlement during the Financial Year. Therefore, disclosure of 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 is not applicable to the Company.

ACKNOWLEDGEMENTS

The Directors express their sincere gratitude and appreciation towards all those who have contributed to the success of the Company during the past year. It is through the collective effort and dedication of many stakeholders that we have achieved our goals and milestones.

	For and on behalf of the Board of
	Brilliant Portfolios Limited
Place: New Delhi	Ravi Jain	Raghu Nandan Arora
Date: 02/09/2025	Managing Director	Director
	DIN:02682612	DIN: 00503731