Your Director's are pleased to present the 32^nd Annual Report covering the operational and financial
performance of your Company along with the Audited Financial Statements for the financial year ended
March 31,2025.

1. FINANCIAL RESULTS AND OPERATION:

The Company's financial results have been summarized as follows:

2. PERFORMANCE OF THE COMPANY:

During the year under review the company earns profit of Rs. 57.88 Lacs in comparison to last year
profit of Rs. 76.86.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. DIVIDEND:

The strength of your company lies in identification, execution and successful implementation of its
projects. To strengthen the long-term prospects and ensuring sustainable growth in assets &
revenue, it is important for your company to evaluate various opportunities in different business
verticals in which your company operates. Your company continues to explore newer
opportunities. Your Board of Directors, considers this be in strategic interest of the company and
believes that this will greatly enhance the long-term shareholder's value. In order to fund
company's projects and assignments in its development, expansion and implementation stages,
conservation of funds is of vital importance. Therefore, your Board has not recommended any
dividend for the year under review.

4. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31,2025 stood at 5.71 Crores. During the year under
review, the Company has not issued shares or convertible securities or shares with differential
voting rights nor has granted any stock options or sweat equity or warrants.

5. PUBLIC DEPOSITS:

The details relating to deposits, covered under Chapter V of the Act, -

(a) Accepted during the year : Nil

(b) Remained unpaid or unclaimed as at the end of the year : Nil

(c) Whether there has been any default in repayment of deposits or payment : Nil

of interest thereon during the year and if so, number of such cases and

the total amount involved

6. Details of deposits which are not in compliance with the requirements of Chapter V of the
Act:

The Company has not accepted any deposits which are not in compliance of the Companies
(Acceptance of Deposits) Rules, 2014 during the financial year.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board provides leadership, strategic guidance, objective and independent view to the
Company's management while discharging its fiduciary responsibilities thereby ensuring that the
management adheres to high standards of ethics, transparency and disclosure. The Board has
constituted Audit Committee, Stakeholder Relationship Committee, Nomination and
Remuneration Committee.

Mr. Sanjay Sethi, Managing Director (DIN:00090277), Mr. Sudhir Sethi, Chairman& Director
(DIN:00090172) of the company has appointed adequate Key Managerial Personnel's as per
requirements of Section 203 of the Companies Act, 2013. Following are the Key Managerial
Personnel during the period under review:

1. Mr. Sanjay Sethi: Managing Director

2. Mr. Sudhir Sethi: Chairman & Director

3. Mr. Abhinav Naik: Independent Director

4. Mrs. Shreya Saraf: Independent Director

5. Mrs. Neha Sharma: Company Secretary

6. Mr. Ashish Baraskar: Chief Financial Officer

8. APPOINTMENTS, RE-APPOINTMENTS & RESIGNATIONS:

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

• As per the provisions of the Companies Act, 2013, Mr. Sudhir Sethi (DIN: 00090172) retires by
rotation at the ensuing Annual General Meeting and being eligible, seeks re- appointment. The
Board recommends his re-appointment.

• Particulars of the directors seeking appointment/re-appointment are provided in the notes forming
part of the notice for the ensuing Annual General Meeting, as required under Regulation 36(3) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Declaration for Independency of Independent Directors

The Independent Directors of the Company have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(1) (b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, the Independent
Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and
Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015. The Independent Directors have also
confirmed that they have complied with the Company's Code of Business Conduct & Ethics. In
accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are
liable to retire by rotation.

9. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statement in terms of Section 134(3C) of the Act:

1. In the preparation of the annual accounts for the financial period ended on 31st March, 2025 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. 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. 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;

4. 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:

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of
the Companies (Audit and Auditors) Rules, 2014, M/S Subhash Chand Jain Anurag & Associates
having registration No. 004733C allotted by the Institute of Chartered Accountants of India be and
are hereby appointed as statutory auditors of the company, to hold office for a term of five years
from the conclusion of the 29th AGM until the conclusion of the 34th AGM.

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

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

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The Companies (Accounts)
Rules, 2014, the Board, has appointed 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.

Secretarial Auditor:

Pursuant to the provisions of regulation 24A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act, read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
based on the recommendations of the Audit Committee, the Board of Directors at their meeting
held on 2nd September 2025 has appointed Dipika Kataria, Practicing Company Secretary as
Secretarial Auditors on a remuneration mutually agreed by the Board of Directors and the
Secretarial Auditors for a term of five consecutive years (subject to the approval of Members at the
ensuing Annual General Meeting) from the conclusion of the 32nd Annual General Meeting until
the conclusion of the 37th Annual General Meeting of the Company to be held in the year 2030.

The auditors have confirmed that they hold valid certificate issued by the Peer Review Board of the
Institute of Company Secretaries of India and the consent letter and certificate of eligibility was
received from Dipika Kataria, confirming their eligibility for the appointment. The Secretarial
Auditors' Report for FY 2024-25 does not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report for the financial year 2024-25 in the prescribed form MR-3 is enclosed
with this Report as Annexure 3.

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

10. 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. Abhinav Naik, Mrs. Shreya Saraf and Mr. Sudhir
Sethi. Mr. Abhinav Naik is the Chairman of the Audit Committee of the Company. All the members
of the Audit Committee are independent and non-executive directors. The recommendations of
audit committee were duly accepted by the Board of Directors.

There are no recommendations of the audit committee which have not been accepted by the board
during the year under review.

11. INSURANCE:

The Company's plant, property, equipment, machinery and stocks are adequately insured against
various mis-happenings.

12. 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.

13. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO. :

Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Account) Rules, 2014 with respect to conservation of energy, technology
absorption and foreign exchange earnings/ outgo is appended hereto as “Annexure 2” and forms
part of this report.

14. 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.

15. 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 5.

16. LISTING WITH STOCK EXCHANGES:

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

The Company has delisted its securities from Madhya Pradesh Stock Exchanges w.e.f. 30th May,
2015.

17. INTERNAL CONTROL SYSTEM:

A robust internal control mechanism is a prerequisite to ensure that an organisation functions
ethically, complies with all legal and regulatory requirements and observes the generally accepted
principles of good governance. Your Company has adequate internal control systems for business
processes, efficiency in its operations, and compliance with all the applicable laws and regulations.
Regular internal checks and audits ensure that the responsibilities are being effectively executed.
In-depth review of internal controls, accounting procedures and policies of Company is conducted.
Your Company has adopted adequate internal controls and audit system commensurate with its
size and nature of business. Internal financial control with reference to financial statement is
adhered.

Internal audit is carried on a quarterly basis. The Internal Audit report directly to the Audit
Committee of the Board, which ensures process independence, The Audit Committee reviews the
adequacy and efficacy of the internal controls, as well as the effectiveness of the risk management
process across the Company. After reviewing the findings and suggestions, the Audit Committee
directs the respective departments through Board to implement the same.

18. TRANSACTIONS WITH RELATED PARTIES

Details of the transactions with related party's 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 1 in Form AOC-2 and the
same forms part of this report.

19. FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 73 of the
Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014

20. CORPORATE SOCIAL RESPONSIBILITY:

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

21. ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2025 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.beryldrugs.com

22. NUMBER OF BOARD MEETINGS:

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

23. 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.

24. 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.

25. COMMITTEES OF THE BOARD:

Currently, the Board has Three Committees: the Audit Committee, the Nomination and
Remuneration Committee, The Stakeholders Relationship 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.

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

There are no material changes or commitments occurring after 31st March, 2025, which may affect
the financial position of the Company or may require disclosure.

27. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, a separate meeting of Independent Directors was held on Monday,
24th March, 2025

• 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.

28. 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:

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

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

• 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.

• 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.

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

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

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

29. 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, 2025, 75.19% of the share
capital stands dematerialized. The company's shares are presently held in both electronic and
physical modes.

30. SECRETARIAL STANDARDS

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

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND 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 the Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are
covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the
year 2024-2025.

No of complaints received : NIL

No of complaints disposed of : NIL

32. RISK MANAGEMENT

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 risks

33. WEB LINK OF THE COMPANY:

The Web link of the Company is Website: www.beryldrugs.com.

34. ORDER(S) PASSED BY REGULATOR(S), COURT(S), TRIBUNAL(S) IMPACTING THE
GOING CONCERN STATUS AND COMPANY STATUS

During the year under review, no order was passed by any Regulator(S), Court(S), Tribunal(S) that
could affect the going concern status of the Company and the Company is operating in an efficient
manner.

35. BOARD EVALUATIONS:

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.

36. RETIRE BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sudhir Sethi, Chairman
& Director of the Company, retires by rotation and being eligible, offers himself for reappointment.

37. PARTICULARS OF JOINT VENTURE, SUBSIDIARY & ASSOCIATE COMPANY

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

38. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, your Company has not changed its nature of business.

39. 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.

40. 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 4.

41. 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-6.

42. CASH FLOW STATEMENT

In due compliance of the Listing Regulations and in accordance with the requirements prescribed
by SEBI,

The cash flow statement prepared and is appended to this Annual Report.

43. PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company
has adopted and complied to the Code of Internal Procedures and Conduct for Regulating,
monitoring and reporting of trading by designated persons and their immediate relatives along with
Code of Fair Disclosures.

44. 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.

45. GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by
allowing paperless compliances by the Companies and permitted the service of Annual Reports
and documents to the shareholders through electronic mode subject to certain conditions.
Members who have not yet registered their email addresses are requested to register the same
with their Depositories.

46. 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.

47. APPRECIATION AND ACKNOWLEDGEMENT

Your directors appreciated the trust reposed by the medical fraternity and patients in the Company
and look forward to their continued patronage. Your directors are also grateful and pleased to place
on record their appreciation and acknowledgement with gratitude the support and Company-
operation extended by clients, customers, vendors, bankers, investors, media and both the State
and central Government and their agencies and look forward their continued support.

Registered Office: By Order of the Board

133, Kanchan Bagh, Indore-452001 for Beryl Drugs Limited

Sd/-

Sanjay Sethi

Dated: 2^nd September, 2025 Managing Director

(DIN: 00090277)