Your Directors have pleasure in presenting the 9th Annual Report of your Company together with the Audited Financial Statements for the year ended 31 st March 2024:

(Amt in lakhs)

REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the year under review, the Company has executed in aggregate 589 transactions as against 434 transactions in the corresponding previous year. The revenue from operation was Rs. 1,991.56 Lakhs (previous year Rs. 1,480.55 Lakhs). The Profit after tax is Rs. 516.40 (previous year Rs. 401.58 Lakhs). The earning per share is Rs. 3.64 (previous year Rs. 13.30).

DIVIDEND:

In order to conserve resources for operations, the Directors do not recommend any dividend for the year under review.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Trusteeship Servies viz. Debenture / Bond Trusteeship, Security Trusteeship, Safe Keeping, Securitization, Management of Speical Purpose Vehicle (SPVs), Managing Trust and allied services and is registered with the Securities and Exchange Board of India (SEBI) under the SEBI (Debenture Trustees) Regulations, 1993, as amended from time to time. There has been no change in nature of business of the Company during the year.

TRANSFER TO RESERVE:

During the year, no amount is proposed to be transferred to the General Reserve from the Surplus.

SHARE CAPITAL:

As on March 31, 2024 the authorised share capital of the Company is Rs. 20,00,00,000 divided into 2,00,00,000 Equity Shares of Rs.10 each. The issued, subscribed and paid-up capital of the Company is Rs. 14,19,29,130 divided into 1,41,92,913 Equity Shares of Rs. 10 each.

During the year under review, there was following change in the share capital of the company:

a) Increase in authorised share capital form Rs. 8,00,00,000 (Rupees Eight Crore) divided into 80,00,000 (Eighty Lakh) equity share of Rs. 10 each to Rs. 20,00,00,000 (Rupees Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity shares of Rs. 10 (Rupees Ten) each.

b) Issued and allotted of 1,11,73,144 (One Crore Eleven Lakh Seventy-Three Thousand One Hundred Forty-Four) Equity Shares of Rs. 10 each, as Bonus Shares, fully paid-up, on 7th February 2024

ANNUAL RETURN:

The Annual Return of the Company has been placed on the website of the Company -https://beacontrustee.co.in/ in compliance with the provisions of section 134(3)(a) read with section 92(3) and the Rules made thereunder.

BORROWING:

During the year under review, the Company has not raised money through borrowing from banks and/or financial institutions. Further, there has been no instance of one-time settlement with the Bank and hence, the disclosure regarding difference in valuation is not required.

NUMBER OF BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Directors of the Company duly met Five (5) times during the year, all the Board Meetings were conducted in due compliance with the Companies Act, 2013 and Secretarial Standards on Board Meeting.

The following Meetings of the Board of Directors were held during the Financial Year 2023-24:

Attendance of Directors at Board Meetings held during the Financial Year 2023-24 are:

BOARD COMMITTEES

The Board has constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

AUDIT COMMITTEE

The Company has duly constituted the Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Audit Committee:

The following Meetings of the Audit Committee were held during the Financial Year 202324:

NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted the Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Nomination and Remuneration Committee:

The following Meetings of the Nomination and Remuneration Committee were held during the Financial Year 2023-24:

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has duly constituted the Stakeholders Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Stakeholders Relationship Committee:

The following Meetings of the Stakeholders Relationship Committee were held during the Financial Year 2023-24:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of Investments, Loans & Advance, Guarantees or Securities, if any, made during the year under review, are provided under the financial statements of the Company.

CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All related party transactions entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. The details of related party transactions are provided in Form AOC-2 as Annexure-I to this Report.

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

Particulars with respect to conservation of energy etc. required as per Section 134(3)(m) of the Companies Act, 2013, are not applicable to the Company.

The foreign exchange earnings and outgo during the period was NIL.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY:

The Company has one Associate Company as detailed hereunder:

A statement containing salient features of the financial statement of the said Associate Company is provided in Form AOC-1 attached to the financial statements.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY:

After the closure of financial year but before signing of this Report, the Company has acquired 100% stake of Beacon Investor Holdings Private Limited (formerly known as BEACON RTA SERVICES PRIVATE LIMITED) form Mr. Pratapsingh I Nathani, Director of the Company, at an aggregate consideration of Rs. 1,00,000 (Rupees One Lakh). Accordingly, Beacon Investor Holding Private Limited has become wholly-owned subsidiary of the Company effective 5th April, 2024.

DETAILS OF INITIAL PUBLIC OFFER & LISTING:

We are Pleased to inform you that the Company had made an Initial Public Offer of 54,20,000 Equity Shares of Rs, 10 each for cash price of Rs. 60/- each, (including the share premium of Rs. 50/- per Equity Share) aggregating to Rs. 3,252.00 Lakhs, comprising the Fresh Issue of 38,72,000 Equity shares aggregating to Rs. 2323.20 Lakhs and the Offer for Sale 15,48,000 Equity shares aggregating to Rs. 928.80 Lakhs vide red herring prospectus dated May 20, 2024 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.

The Equity Shares of the Company got listed on the NSE Emerge with effect from June 04, 2024.

RISK MANAGEMENT:

The Board has duly identified risk(s) associated with the operation and functioning of the Company. The Board of Directors of the Company reviews the operation and financial position, from time to time.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company is duly constituted. The following are the Directors and KMPs of the Company as on 31 st March 2024:

During the year, there were following changes in the Board of Directors and Key Managerial Personnel of the Company:

a) Change in Designation of Mr. Vasan Paulraj as Professional & Non-Executive Director w.e.f. 15th May, 2023.

b) Cessation of Mr. Satishchandra Kalani as an Independent Director w.e.f. 31st August, 2023.

c) Cessation of Mr. Ashok Kumar Motwani as Director w.e.f. 20th October, 2023.

d) Appointment of Mrs. Bhoomika Gupta as an Additional Director w.e.f. 1st November, 2023.

e) Change in Designation of Mr. Vasan Paulraj as an Independent Director w.e.f. 1st November, 2023.

f) Appointment of Mrs. Sneha Brijesh Patel as Chief Financial Officer w.e.f. 1st November, 2023.

g) Appointment of Ms. Pratibha Tripathi as Company Secretary of the Company w.e.f. 1st November, 2023.

h) Change in Designation of Mrs. Bhoomika Gupta as an Independent Director w.e.f. 1st November, 2023.

The reappointment of Pratapsingh Nathnai (DIN : 07224752) as chairman and managing director of the company whose office will be liable to determination by , retirement by rotation, for a period of five (05) years with effect from November 01, 2024 till October 31,2029

Further, in terms of the provisions of section 152 of the Companies Act, 2013, Mr. Kaustubh Kulkarni retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s P V K & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company for a term of five years till the conclusion of 9th AGM to be held for the year ended 31st March, 2024.

The Board of Directors of the Company recommends appointment of M/s MLR and Associates LLP, Chartered Accountants, for a term of five years from the conclusion of the 9th AGM till the conclusion of 14th AGM of the Company, to be held for the year ended 31st March, 2029.

EXPLANATION TO AUDITOR'S REMARKS:

There is no reservation and qualification marked by Statutory Auditor in his Audit Report for the financial year ended 31 st March, 2024.

COST RECORDS:

The Central Government has not mandated maintenance of cost records as required under section 148(1) of the Companies Act, 2013, in relation to the business operations of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company met the criteria of Net Profit exceeding Rs. 5 Crore in the FY 2022-23, as prescribed under Section 135 of the Companies Act, 2013, and is thus obligated to comply with the CSR provisions during the FY 2023-24 for the first time. In accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR Policy, which is available on our website at https://beacontrustee.co.in/wpcontent/uploads/investor/csr_policy_beacon.pdf.

For the FY 2023-24, the Company was required to spend Rs. 7.89 Lakhs, equivalent to 2% of the average net profits of the last three financial years, as CSR Expenditure. The entire prescribed CSR Expenditure of Rs. 7.89 Lakhs was allocated to certain non-ongoing projects. In the absence of an internal CSR implementation team, the Company appointed Prasana Social Welfare Foundation (PSWF) (CSR Registration No CSR00068315) as its Implementing Agency.

A sum of Rs. 7.90 Lakhs was paid to PSWF in 2023 2024 for utilization towards the selected CSR projects of the Company. However, due to certain unavoidable circumstances, PSWF could not spend any amount out of the aforesaid CSR funds of the Company by 31 st March 2024. This resulted in a shortfall of CSR Expenditure amounting to Rs. 7.89 Lakhs for FY 2023-24. The Company has initiated necessary steps to refund the entire amount paid to the Implementing Agency towards the prescribed CSR Expenditure amount for FY 2023-24. Since the unspent CSR amount relates to non-ongoing projects, the Company will transfer the same to a fund specified under Schedule VII as per the second proviso to sub-section (5) of Section 135, within six months of the end of FY 2023-24, i.e., by 30th September 2024.

The Company has already taken steps to prevent any recurrence of such shortfalls in CSR Expenditure in the future. The entire process, including timely determination of CSR Expenditure obligations, selection of projects, implementation, and monitoring of the utilization of prescribed CSR Expenditure during respective financial years, is being strengthened.

The Annual Report on CSR activities for the financial year ended March 31,2024, including the reasons for the unspent CSR amount, is attached as Annexure-II to this Report.

FRAUD REPORTING:

The Auditors of the Company has not reported any frauds under sub-section (12) of Section 143 other than those which are reportable to the Central Government and hence the details in this regard are not applicable

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY:

During the year under review, the Company has not made any application nor any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

No significant or material order has been passed by any Regulator, Court or Tribunal during the financial year ended 31 st March 2024.

DEPOSITS:

The Company has not accepted any deposit covered under section 73 to 76 of Companies Act, 2013 and hence it is not applicable.

SECRETARIAL STANDARDS:

The Company has Compiled with the applicable requirements as prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the relevant provisions of the Companies Act, 2013 and Circulars/Notifications issued by Ministry of Corporate Affairs in this regard.

DIRECTOR RESPONSIBILITY STATEMENT:

As required under section 134(5) of the Companies Act, 2013, the Directors confirm that:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) The directors had 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 year and of the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION-PROHIBITION & REDRESSAL) ACT. 2013:

It is the continuous endeavor of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

During the period ended 31st March, 2024, no complaints pertaining to sexual harassment was received by the Company. The Company has duly constituted Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their gratitude to the Statutory Authorities, Employees, Bankers and Consultants for their valuable support and cooperation during the period under review.

On behalf of the Board of Directors of Beacon Trusteeship Limited

Date: 29.08.2024 Pratapsingh Nathani

Place: Mumbai Chairman & Managing Director

DIN: 07224752