Regency Trust Ltd Directors Report

To,

The Members,

Befound Movement Limited

Your Directors have pleasure in presenting Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

Your Company financial performance during the year 2024-25 is summarized below:

(Amount in Lakhs)

Particulars	2024-25	2023-24
Income from operations	145.00	123.00
Other Income	0.00	0.00
Total Income	142.00	123.00
Less: Expenses	(141.54)	(117.41)
Profit/(Loss) Before Tax and Extraordinary Items	3.46	5.59
Less: Extraordinary Items	0.00	0.00
Less: Taxation	- 0.21	1.65
Profit After Tax	3.25	3.94
EPS (in Rs.)	0.03	0.04

2. FINANCIAL SUMMARY

The Company earned a Total Income of Rs. 1,45,00,000 during the FY 2024-25, as compared to the Total Income of Rs. 1,23,00,000 earned in the previous FY 2023-24. The Companys Net profit for the Financial Year ended March 31, 2025 stood at 3,25,000 as against a Net profit of Rs. 3,94,000 in the previous year.

3. CHANGE IN NAME OF THE COMPANY

During the financial year under review, there was change in the name of the company.

The Members via Postal Ballot held on January 02, 2024 have approved the change in the name of the Company from "REGENCY TRUST LIMITED" To "BEFOUND MOVEMENT LIMITED".

The ROC Certificate for name change is received on April 09, 2024.

4. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

During the year under review, the Board of Directors in their meeting held on February 11, 2025 have approved the Shifting of Registered Office of the Company within the same city from 39 RBC Road, Ground Floor, Near DumDum Central Jail, Kolkata- 700028, West Bengal to Unit 5B, Level 5, RDB Boulevard, Plot K1, Sector V, Block EP & GP, Salt Lake City, Bidhan Nagar CK Market, North 24 Parganas, Saltlake, West Bengal, India, 700091.

5. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there is no change in nature of business of the Company.

6. TRANSFER TO RESERVES

No amount is transferred to reserves by the company.

7. CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 10,00,00,000/- and the paid-up share capital of the Company is Rs. 1,00,00,000/-. The Company has not issued any kind of shares or securities during the financial year under review. Therefore, there was no change in the share capital of the Company during the financial year under review.

However, after the closure of the Financial Year, the company in its 1^st Extra- Ordinary General Meeting held on Monday, June 30, 2025 for F.Y. 2025-26 approved issue of 2,00,00,000 (Two Crores Only) convertible warrants ("Warrants") of face value of Re. 1/- each fully paid-up ("Equity Share") aggregating to Rs. 2,00,00,000 (Two Crores Only), which pending for approval with Stock Exchange.

8. DIVIDEND

With a view to strengthening the financial position of the Company, your Board have not recommended any dividend for the Financial Year 2024-25.

9. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits from public nor during the previous financial year.

10. BUY-BACK / SWEAT EQUITY / BONUS SHARES

The Company has neither bought back its shares nor has issued any sweat equity or Bonus shares during the year under review.

11. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the Employees.

12. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

The Company has not issued any debenture, bonds or non-convertible securities.

13. STATUTORY AUDITORS

Pursuant to section 139 of the Companies Act, 2013 M/s. L K Ajmera & Associates Chartered Accountants appointed as statutory auditor of the company to hold office for a period of five (5) financial years (for FY 2023-2024 till FY 2027-2028) at a remuneration to be determined by the Board of Directors and Auditors.

14. INTERNAL AUDITOR

In the Board Meeting held on August 31, 2023, the Board appointed Internal Auditor Mr. Arun Mulya for a period of three years from FY 2023-2024 to FY 2025-2026.

Mr. Arun Mulya is the Internal Auditor of the Company for the FY 2024-25.

15. STATUTORY AUDIT REPORT

The Auditors Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation. The Company has already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).

16. COST AUDITOR REPORT AND COST RECORD

Appointment of Cost Auditor and maintenance of cost records is not applicable to the company.

17. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors in their Board Meeting held on May 28, 2024 re- appointed M/s. MNB & Co. LLP as Secretarial Auditor for a period of 5 years from F.Y. 2024-25 upto F.Y. 2026-27. Therefore, M/s. MNB & Co. LLP, Practising Company Secretaries are the secretarial auditor for the financial year 2024-25.

M/s. MNB & Co. LLP ceased to be the Secretarial Auditor of the Company due to preoccupation.

Further, appointment of M/s. DSM and Associates, Company Secretaries (UCN: P2015MH038100) as Secretarial Auditors of the Company The SEBI has amended the Listing Regulations with effect from December 12, 2024 by way of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations 2024 (SEBI Notification) on the Secretarial Audit and provides that every Listed Entity and its Material Unlisted Subsidiary incorporated in India shall undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer-reviewed Company Secretary and shall be recommended by the Board for the approval of the Shareholders. The appointment of an individual as Secretarial Auditor shall not be more than one term of five consecutive years or a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years each with the approval of the Shareholders in the Annual General Meeting.

In line with the above SEBI amendment, the Board, subject to the approval of the members, proposes to appoint M/s. DSM and Associates, Company Secretaries as Secretarial Auditors of the Company for a period of five consecutive financial years i.e., from FY 2025-26 to FY 2029-30 on such terms of remuneration, including reimbursement of out-of-pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditor.

In connection with the proposed appointment, M/s. DSM and Associates, Company Secretaries have confirmed their eligibility and independence to conduct the Secretarial Audit of Befound Movement Limited.

Necessary resolution seeking the approval of the Members for the said appointment forms part of the Notice of the 37^th Annual General Meeting.

The Secretarial Audit Report for the Financial Year 2024-25 forms part of the Annual Report and attached herewith as Annexure- VI.

The Secretarial Audit report for the current year is self-explanatory, therefore does not require any further explanation and listing fees has not paid due to financial crises faced by the company.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)

OF SECTION 143 OF THE COMPANIES ACT, 2013

There are no frauds reported by the Statutory Auditors of the Company under Section 143 (12) of the Companies Act, 2013.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Companies Act, none of the Directors are liable to retire by rotation at the ensuing Annual General Meeting.

During the year under review, there were the following changes in the composition of Board of Directors:-

1. In the board meeting held on May 28, 2025, Mr. Ashok Surji Gangar (DIN: 06417144), ceased to be the Non- Executive Independent Director of the Company due to disqualification with effect from May 28, 2024.

2. In the board meeting held on September 24, 2024, and the Members in their Extra- Ordinary General Meeting in their meeting held on December 23, 2024 have approved the appointment of Mr. Devdas Sunder Shanti (DIN: 10785497) as a Non-Executive Independent Director with effect from September 24, 2024.

Even after the closure of the Financial Year 2024-25, there were the following changes in the composition of Board of Directors: -

1. Mr. Rohit Vijay Thorve (DIN: 07116102) has resigned from the post of Non-Executive Independent Director with effect from May 27, 2025.

2. The Board of Directors and the Members in their meeting held on May 27, 2025 and June 30, 2025 respectively have approved the appointment of Mr. Ganesh Bhagwan Badgujar (DIN: 11126746) as a Non-Executive Independent Director with effect from May 27, 2025.

20. ANNUAL RETURN

The Annual Return for the Financial year ended March 31, 2025 along with Notice of AGM is being uploaded on the website of the Company. The web link for the same is as under: https://www.regencytrust.co.in/index.html.

21. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:

As on March 31, 2025 the Company does not have any subsidiary, associate or joint venture.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure II.

23. VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The web link for the policy is as under: https://www.regencytrust.co.in/index.html.

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company as it does not fall within the purview of Section 135(1) of the Companies Act, 2013.

25. RELATED PARTY TRANSACTIONS

The company has borrowed interest free loan from its directors. The Related Party Transactions as per IND AS 24 are given in the notes to the financial accounts and forms part of the Annual Report as Form AOC-2 in Annexure- I.

The policy on Related Party Transactions is part of the website of the Company. The web link for the policy on related party transaction is as under: https://www.regencytrust.co.in/index.html.

26. RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management.

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors form part of the website of the Company. The web link of Familiarization program is as under: https://www.regencytrust.co.in/index.html.

28. MEETING OF BOARD OF DIRECTORS

Details of meeting of the board of directors is annexed.

29. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015, compliance of Corporate Governance is not mandatory.

However, the company has complied voluntary with the provisions of Regulation 17 to 27 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent possible. A separate section on Corporate Governance forms part of the Directors Report as stipulated in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is included in the Annual Report as Annexure IV.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report is annexed as Annexure V.

31. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Board hereby states that the Company has complied with all the applicable secretarial standards to the extent possible.

32. INDEPENDENT DIRECTORS MEETING

The Board of Directors of the Company meets once in every Financial Year without the presence of Executive Directors and Management of the Company. The role of the Directors is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

33. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act.

34. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

35. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER

SECTION 186 OF COMPANIES ACT, 2013

Particulars of loans, guarantees and investments made by Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to the financial accounts forming part of the Annual Report. The loans and advances made by the Company, during the financial year under review, are within the limits prescribed in the section 186 of the Companies Act, 2013

36. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF

FINANCIAL YEAR

Material changes subsequent to the end of the financial year are disclosed herein below:-

In the 1^st Extra-Ordinary General Meeting for F.Y. 2025-26 held on Monday, June 30, 2025, following changes were made:-

1. The company has issued 2,00,00,000 (Two Crores) Convertible Warrants to Non-Promoters and Key Managerial Personnel on preferential basis at price of Re. 1/- each fully paid-up.

2. Addition of New Object in the Main Object Clause of the Memorandum of Association of the Company.

3. Appointment of Mr. Ganesh Badgujar (DIN: 11126746) as Non - Executive Independent Director of the Company.

37. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR

Material developments subsequent to the end of the financial year are disclosed herein above.

38. SIGNIFICANT AND / OR MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and/or material order was passed by any Regulator, any Court in India or any Tribunal, impacting the going concern status and the Companys operations in future.

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

As on March 31, 2025, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

40. 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 is no one time settlement done with bank or any financial institution.

41. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT

SHALL EXPLAIN THE REASON THEREOF;

The trading of the company has not been suspended.

42. NOMINATION AND REMUNERATION POLICY

An extract of the Companys policy relating to directors appointment, payment of remuneration and discharge of their duties. The web link to the Nomination and Remuneration Policy is as under: https://www.regencytrust.co.in/index.html

43. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee/Director who is in receipt of remuneration exceeding the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is available for inspection.

Having regard to the second proviso to rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, such particulars shall be made available to any shareholder on a specific request made by him in writing before the date of such Annual General Meeting. Any member interested in obtaining such information may write to the company. The same is annexed herewith as Annexure- III.

44. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,

EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the board, the independent directors fulfill the conditions specified in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company. The Independent Directors have complied with the code prescribed in schedule IV of the Companies Act, 2013.

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had constituted an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment against women. Mr. Rohit Vijay Thorve ceased to be director with effect from May 27, 2025 and hence the sexual harassment committee is re-constituted as under: -

Name of the Member		Status
Ms. Neha Badlani	Non-Executive Independent Director	Chairperson
Mr. Ganesh Bhagawan Badgujar	Non-Executive Independent Director	Member
Mr. Devdas Sunder Shanti	Non-Executive Independent Director	Member

All employees (permanent, contractual, temporary, trainees) are covered under this policy. a. number of complaints filed during the financial year - NIL b. number of complaints disposed of during the financial year - NIL c. number of complaints pending as on end of the financial year NIL

46. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report is not applicable to the Company.

47. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does 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).

48. MATERNITY BENEFIT

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. During the year under review, the Company has continued to provide maternity benefits to its eligible women employees, including paid maternity leave, medical bonus, and other statutory entitlements.

Additionally, the Company has adopted progressive HR policies that support the well-being of women employees through flexible work arrangements, extended maternity support in special cases, and awareness initiatives regarding maternal health and work-life balance.

These initiatives underscore the Companys commitment to fostering a supportive, inclusive, and equitable workplace.

49. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls besides timely statutory audit and limited reviews of performance taking place periodically.

50. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) Appropriate accounting policies have been selected and applied consistently and have 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 for the Company for the year ended March 31, 2025; (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 safeguarding 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) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively; (f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

51. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK

The Independent directors of the company are yet to be registered with Independent Director databank.

52. ACKNOWLEDGEMENT

Your Directors takes opportunity to show gratitude towards the assistance and cooperation received from Shareholders, Bankers and Regulatory Bodies.

	For and on Behalf of the Board of Directors of
	Befound Movement Limited
	Sd/-	Sd/-
	Rajesh Kapoor	Neha Badlani
Place: Mumbai	Managing Director and CFO	Independent Director
Date: August 26, 2025	DIN: 02757121	DIN: 07428157