Your directors have pleasure in presenting their Thirty Second Annual Report of the Company along with the Audited Accounts for the financial year ended on 31st March 2026.

1. FINANCIAL RESULTS AND OPERATION:

The financial performance of the Company during the financial year has been summarized as follows:

(Rs in Lakhs)

2. PERFORMANCE OF THE COMPANY:

During the year under review the company earn profit of Rs. 31.74 Lakhs in comparison to last year profit of Rs. 25.72 Lakhs. Your directors are putting their best effort to turn the company into more profit-making company. The directors are putting their best efforts to increase the income with reducing the cost incurred. 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. SHARE CAPITAL:

EQUITY SHARE CAPITAL:

The paid-up equity shares capital of the company as at March 31, 2026, stood at Rs. 48497000 divided into 4849700 equity shares of Rs. 10/- each.

4. DIVIDEND:

Your directors propose to preserve the profits for the growth of the company and do not recommend any dividend for the year 2025-26 (Previous year: Nil)

5. PUBLIC DEPOSITS:

The Company has neither invited nor accepted any deposit from the public during the year except as allowed by RBI being NBFC.

6. RBI REGISTRATION:

The registration granted by Reserve Bank of India as Non-Banking Financial Company is also continuing during the year under review. Further, pursuant to Non-Banking Financial Companies Auditor’s 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.

7. 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, 2015, the Management’s discussion and analysis forms an integral part of this report and gives detail of the overview, industry structure and developments.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board made the following appointments/ re-appointments based on the recommendations of the nomination and remuneration committee:

APPOINTMENTS. RE- APPOINTMENTS & RESIGNATIONS:

• 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 & Director w.e.f. 23/04/2025.

• Mr. Abhinav Naik (DIN: 08456140) has ceased to be Independent Director w.e.f. 23/04/2025

• Mr. Agam Gupta (DIN: 06929194) was appointed on Board w.e.f 29/09/2025

• Mr. Abhinav Naik (DIN: 08456140) was re-appointed as an Independent Director w.e.f. 29/09/2025

9. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2026 the applicable accounting standards subject to notes to the accounts in Auditors Report had been followed, along with proper explanation relating to material departures;

2. That the Director 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 at the end of the financial period ended and profit of the Company for the period under review;

3. 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;

4. That the Directors have prepared the annual accounts on a going concern basis.

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

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

7. The Company’s Internal Auditors have conducted periodic audits to provide reasonable assurance that the company’s approved policies and procedures have been followed.

10. AUDITORS:

Statutory Auditors:

The Company had appointed M/S Subhash Chand Jain Anurag & Associates having registration No. 004733C allotted by the Institute of Chartered Accountants of India pursuant to the provisions of Section 139, 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 28th AGM until the conclusion of the 33rd 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.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The Companies (Accounts) Rules, 2014, the Board, has appointed Abhay 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 Auditor’s findings are discussed with the management and suitable corrective actions have been taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Note: On 29th May, 2026, Abhay Bhandari & Associates, Chartered Accountants have resigned as an Internal Auditors of the Company and Ranjeet Gola & Associates, Company Secretaries have appointed as Internal Auditor for the Financial Year 2026-2027

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 Kataria, Practicing Company Secretary (Membership No. F8078; COP No. 9526), to undertake the Secretarial Audit of the Company for five consecutive years commencing audit period from FY 2025-26 till FY 2029-2030, subject to approval of the shareholders at the ensuing AGM.

The Secretarial Audit Report for the financial year 2025-26 in prescribed format MR-3 is annexed as Annexure-2 to the Board’s Report.

Secretarial Auditor’s Certificate on Corporate Governance:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditor’ certificate on Corporate Governance is enclosed as Annexure to the Board’s Report. The Auditors’ Certificate for fiscal 2026 does not contain any qualification, reservation or any adverse remark.

11. PARTICULARS OF EMPLOYEES:

There are no employees as on date on the rolls of the Company who are in receipt of remuneration which requires disclosures under Section 197(12) of the Companies Act, 2013 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, relationship with the employees is cordial.

12. 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, 1988 are not required. There was no foreign exchange earning & outgo during the year.

13. 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, 18, 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 Annexure 4.

14. LISITING AT STOCK EXCHANGES:

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

15. 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.

16. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(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.

17. ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2026 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company http://www.berylsecurities.com

18. CORPORATE SOCIAL RESPONSIBILITY

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

19. 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 concerns of any violation of legal or regulatory 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.

20. NUMBER OF BOARD MEETINGS:

7 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, as prescribed in the Companies Act, 2013

21. FINANCIAL YEAR:

Pursuant to Section 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. 1st April to 31st March.

22. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

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

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

o It is 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 Astralis Supertech Supernova Sector 94 Noida, (UP) 201301 INDIA after obtaining the approval of the Board of Directors at a meeting held on 7th day of August 2025.

• CHANGE IN REGISTERED OFFICE OF THE COMPANY:

o Subsequent to the close of the financial year and before the approval of this Directors’ Report, the Registered Office of the Company was shifted from 133, Kanchan Bagh, Indore- 452001 (M.P) to 29, Neer Nagar, Mayank Water Park Road, Bicholi, Indore- 452016 (M.P) with effect from 20th July, 2026, in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. The Company obtained all necessary statutory and regulatory approvals, as applicable, and made the requisite disclosures to the Stock Exchange(s) in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

o The aforesaid change is administrative in nature and does not have any material impact on the operations or financial position of the Company.

• RESIGNATION OF INTERNAL AUDITOR

o On 29th May, 2026, Abhay Bhandari & Associates, Chartered Accountants have resigned as an Internal Auditors of the Company

• APPOINTMENT OF INTERNAL AUDITOR

o On 29th May, 2026, Ranjeet Gola & Associates, Company Secretaries have appointed as Internal Auditor for the Financial Year 2026-2027

23. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015.

24. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, a separate meeting of Independent Directors was held on 24th March, 2026 to discuss:

• Evaluation 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.

25. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2026, 75.56% of the share capital stands dematerialized.

26. INTERNAL CONTROL SYSTEM:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s 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.

27. COMPOSITION OF AUDIT COMMITTEE:

As per the requirement of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013. The present strength of the Audit Committee comprises of Mr. Anshul Gupta, Mrs. Kratika Tiwari and Mrs. Neha Sarda. Mrs. Neha Sarda is the Chairperson of the Audit Committee of the Company. The recommendations of audit committee were duly accepted by the Board of Directors.

Note: 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.

28. 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 and as 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 & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of the Independent Directors was carried out by the entire Board and that 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.

29. WEB LINK OF THE COMPANY:

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

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

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board’s 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.

31. 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 Kataria, 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 SEBI/MCA or any such authority is attached and forms part of this report as Annexure 3.

32. WTD/CFO CERTIFICATION:

The Whole Time Director (WTD) have issued certificate pursuant to the provisions of Regulation 17(8) of the SEBI(LODR) Regulations, 2015 certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company’s affairs. The said certificate is annexed and forms part of the Annual Report as Annexure-5.

33. APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016 & THEIR STATUS

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

34. DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS & 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.

35. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been 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 2025-26 are as follows:

The number of sexual harassment complaints received during the year. NIL The number of such complaints disposed of during the year. NIL The number of cases pending for a period exceeding ninety days. NIL

36. 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 complied with the provisions relating to the Maternity Benefit Act 1961.

37. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

o Issue of equity shares with differential rights as to dividend, voting or otherwise.

o Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

o No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

o During the year under review, there were no cases filed or reported pursuant to the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

o No instances of fraud reported by auditor under section 143(12) of the Companies Act, 2013.

o There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016

o The company did not undergo any change in the nature of its business during the financial year

38. SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

39. PARTICULARS OF JOINT VENTURE, SUBSIDIARY & ASSOCIATE COMPANY

The Company does not have any joint venture, subsidiary or associate company during the year.

40. APPOINTMENT OF WOMEN DIRECTOR ON BOARD:

The Company has complied with Sec 149(1) proviso r/w Rule 3, Companies (Appointment & Qualification of Directors) Rules, 2014 by appointing three women Directors on Board of the Company, Mrs. Neha Sarda (Independent Director), Mrs. Kratika Tiwari (Independent Director), Mrs. Sweena Gangwani (Independent Director)

41. MAINTENANCE OF COST RECORDS:

The Company does not require to maintain cost records as per Sec 148(1) r/w Rule 8(5), Companies (Accounts) Rules, 2014: Not applicable

42. RISK MANAGEMENT POLICY

The Company has in place Risk Management Policy as per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay down procedure for risk assessment and risk minimization. The Board of Directors, Audit committee and the Senior Management of the Company should periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote confidence amongst stake holders in the business processes, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the Company. The business of the Company is exposed to various risks, arising out of internal and external factors i.e. Industry, Competition, Input, Geography, Financial, Regulatory, Other Operational, Information Technology related other risk.

43. ACKNOWLEDGEMENT:

Your Company is grateful for the continued Company-operation and assistance extended to it by the Government and Semi-Government Authorities, Banks and other Statutory Bodies. Your director also expresses their warm appreciation for the dedicated and sincere services rendered by the employees of the Company.