The Directors have pleasure in presenting the 40th Board's Report of the Company together
with the Audited Statements of Accounts (Standalone and Consolidated) for the year ended 31st
March, 2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company for the financial year ended 31st March, 2026 has been
as under:

(Rs. In Lakhs)

2. REVIEW OF OPERATIONS:Revenues - Standalone

During the year under review, the Company has recorded total income of Rs. 6270.19
Lakhs and net profit of Rs. 1035.20 Lakhs as compared to total income of Rs. 5790.02
lakhs and net profit of Rs. 897.77 Lakhs achieved in the previous financial year.

Revenues - Consolidated

During the year under review, the Company has recorded an income of Rs. 6331.95 Lakhs
and net profit of Rs. 955.15 Lakhs as compared to sales and other income of Rs. 5814.11
Lakhs and net profit of Rs. 839.05 Lakhs achieved in the previous financial year.

Business update and state of company’s affairs:

The information on Company's affairs and related aspects is provided under Management
Discussion and Analysis Report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and forms part of the Annual Report.

3. DIVIDEND

The Directors are pleased to recommend a Dividend of 10% i.e., 0.50 Paisa per equity
share on the Paid-up Equity Share Capital of the Company for the financial year 2025-26.
The total outgo on account of dividend, stands at Rs. 2,08,75,000/- for which necessary
provision has been made in the accounts.

Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders
w.e.f. April 1,2020 and the Company is required to deduct tax at source from dividend paid
to shareholders at the prescribed rates. For the prescribed rates for various categories, the
shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.
The shareholders are requested to update their KYC requirements with the Company/ KFin
Technologies Limited (in case of shares held in physical mode) and Depositories (in case of
shares held in demat mode).

In case the Dividend payable to any shareholder exceeds Rs. 10000/- a tax of 10% will be
deducted at source from the gross dividend. A Resident individual shareholder with PAN
and who is not liable to pay income tax can submit a yearly declaration in Form No.
15G/15H, to avail the benefit of non-deduction of tax at source by email to
sabita@bnrsecurities.com by 11:59 p.m. IST on 13.08.2026. Shareholders are requested
to note that in case their PAN is not registered, the tax will be deducted at a higher rate of
20%.

Non-resident shareholders can avail beneficial rates under tax treaty between India and
their country of residence, subject to providing necessary documents i.e. No Permanent
Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form
10F, any other document which may be required to avail the tax treaty benefits by sending
an email to sabita@bnrsecurities.com . The aforesaid declarations and documents need to
be submitted by the shareholders by 11:59 p.m. IST on 13.08.2026.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company's affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations,
2015 and forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has
not transferred any amount to general reserves account of the company during the year
under review.

The Closing balance of reserves, including retained earnings, of the Company as at March
31st 2026 is Rs.5485.86 Lakhs.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in the
nature of business pursuant to inter-alia Section 134 of the Companies Act, 2013 and
Companies (Accounts) Rules, 2014.

7. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the
Company between 31st March 2026 and the date of Board's Report. (i.e., 14.05.2026).

8. REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

9. MAINTENANCE OF COST AUDIT:

Maintenance of cost records is not required for the company pursuant to sub-section (1) of
section 148 of the Companies Act, 2013, such accounts and records are not being
maintained.

10. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY AND CHANGES
THEREON:

The Authorized Share Capital of the Company stands at Rs. 25,00,00,000/- (Rupees
Twenty Five Crores only) divided into 5,00,00,000 (Five Crores only) equity shares of face
value Rs. 5/- (Rupees Five Only) each.

The Paid- Up Capital of the Company stands at Rs. 20,87,50,000/- (Rupees Twenty Crores
Eighty Seven Lakhs Fifty Thousand only) divided into 4,17,50,000 (Four Crores Seventeen
Lakhs Fifty Thousand) equity shares of the face value of Rs. 5/- (Rupees Five Only) each.

During the financial year 2025-26, the Company has allotted 2,50,000 Equity Shares of Rs.
5/- each (Rupees Five Only) to the eligible employees of the Company who have exercised
their Options under the “BNRSL-ESOP SCHEME 2022”.

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In terms of the provisions of the Companies Act, 2013 the Company is obliged to transfer
dividends which remain unpaid or unclaimed for a period of seven years from the
declaration to the credit of the Investor education and Protection Fund established by the
Central Government. Accordingly, the Members are hereby informed that the 7 years
period for payment of the dividend pertaining to financial year 2018-19, declared and paid
in Financial Year 2019-20 will expire on 09.08.2026 and thereafter the amount standing to
the credit in the said account will be transferred to the “Investor Education and Protection
Fund” of the Central Government.

The details of Dividend of earlier years remain unclaimed by the shareholders as on 31.03.2026
are as given below:

Amt in Rs.

Pursuant to provisions of Section 124 of Companies Act, 2013, the unclaimed dividend before
the last date above mentioned for the respective years, will be transferred to Investor Education
and Protection Fund (IEPF) established by Government of India pursuant to Section 125 of the
Companies Act, 2013.

The shareholders whose dividend is not yet claimed are requested to write to the Company/ RTA
at the earliest for payment of the same.

12. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to provisions of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as
amended from time to time, an amount of Rs.1,34,650/- pertaining to unclaimed dividend
for the financial year 2017-18 has been transferred to IEPF during the year being reported.

Further, 27,840 shares in respect of which dividend has not been paid or claimed for seven
consecutive years have also been transferred to IEPF.

Before effecting transfer of shares to IEPF, Company has informed all such members,
whose shares were liable to be transferred to IEPF during financial year 2025-26 through
letters and newspaper publication.

The details of dividend and shares transferred to IEPF, unclaimed amounts and procedure
for claiming the dividend and shares from IEPF Authority are available on the website of the
Company at the link: www.bnrsecurities.com and also on the website of Investor Education
and Protection Fund Authority i.e., www.iepf.gov.in.

The last date for claiming dividend declared during financial year 2019-20 is 09.08.2026.
Members may forward their claims for unclaimed dividend to the Company's RTA before
they are due to be transferred to IEPF. No claim shall lie against the Company in respect of
the dividend/shares so transferred to IEPF.

13. DETAILS OF THE NODAL OFFICER

The Company has designated Ms. Sabitha Reddy as a Nodal Officer for the purpose of
IEPF.

14. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has
adopted a procedure for assessment and minimization of probable risks. It ensures that all
the risks are timely defined and mitigated in accordance with the well-structured risk
management process.

15. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL

As on date of this report, the Company has 6 Directors, out of which two are Independent
including one women director and two are executive and two non-executive Directors.

a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company
There were no changes in the Directors / KMP of the Company during the FY 2025-26.

b) Key Managerial Personnel:

Following signatories were Key Managerial Personnel for the financial year 2025-26:

• Mr. Hari Narayan Rathi, Managing Director of the Company.

• Mr. Chetan Rathi, Executive Director and CFO of the Company.

• Mrs. Gadila Sabitha Reddy as Company Secretary and Compliance Officer of the
company.

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

Mr. K. Harishchandra Prasad retires by rotation and being eligible, offers himself for re¬
appointment. A resolution seeking shareholders' approval for his re-appointment along
with other required details forms part of the Notice.

16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from Mr. Lakshminarayana Bolisetty and Mrs.
Dhana Lakshmi Guntaka, Independent directors of the Company to the effect that they are
meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the
Companies Act, 2013 and under regulation 16(1)(b) read with regulation 25 of SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with Company's
Code of Conduct. In terms of Regulations 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).

17. BOARD MEETINGS:

The Board of Directors duly met Five (5) times during the year on 13.05.2025, 13.08.2025,
12.11.2025, 17.12.2025 and 12.02.2026 and in respect of which meetings, proper notices
were given and the proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose.

18. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Companies Act, 2013
and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure, effectiveness
of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted on 12.02.2026 to evaluate
the performance of non-independent directors, the board as a whole and the Chairman of
the Company, taking into account the views of executive directors and non-executive
directors.

The Board reviewed the performance of individual directors on the basis of criteria such as
the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.

19. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE
5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of
the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure-1 to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn
and the name of every employee is annexed to this Annual report as Annexure 2

During the year, NONE of the employees (excluding Executive Directors) has drawn a
remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in
aggregate per month, the limits specified under the Section 197(12) of the Companies
Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

20. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best
of their knowledge and ability, 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;

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 laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

f) 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.

21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various
locations, commensurate with its size and operations. The organization is adequately
staffed with qualified and experienced personnel for implementing and monitoring the
internal control environment.

The internal audit function is adequately resourced commensurate with the operations of
the Company and reports to the Audit Committee of the Board.

22. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2025-26, the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
section 134(3) (ca) of the Companies Act, 2013.

23. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certification on the financial statements
under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements),
Regulations, 2015 for the year 2025-2026 is given as Annexure-3 in this Annual Report.

24. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

M/s. B N Rathi Comtrade Private Limited, a wholly owned subsidiary of the Company has
earned a revenue of Rs. 22.39 lakhs and suffered a loss of Rs. 78.64 lakhs.

M/s B-fly Asset Manager LLP, Associate to the company has made an income of Rs. 39.37
lakhs and suffered a loss of Rs. 2.92 lakhs

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, a separate statement containing the salient features of the
financial statements of the subsidiary companies is prepared in Form AOC-1 and is
attached as Annexure -4 and forms part of this report.

25. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR.

During the year under review no Company has become or ceased to be its subsidiaries,
joint ventures or associate Company.

26. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations') and Section 129 of
the Companies Act, 2013, the Consolidated Financial Statements which have been
prepared by the Company in accordance with the applicable provisions of the Companies

Act, 2013 and the applicable Indian Accounting Standards (Ind AS) forms part of this
Annual Report.

27. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended March
31,2026 and as such, no amount of principal or interest on public deposits was outstanding
as on the date of the balance sheet.

28. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE
ACT:

Since the Company has not accepted any deposits during the Financial Year ended March
31,2026, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required
to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for
outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year
under review.

The Company has been availing facilities of Credit and Guarantee as and when required,
for the business of the Company from ICICI bank. Personal Guarantees were given by Mr.
Hari Narayan Rathi, Managing Director and Mr. Chetan Rathi, Executive Director without
any consideration for obtaining Bank Guarantees.

30. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's
length basis and were in the ordinary course of business. During the financial year 2025¬
26, there were no materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of
the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of
transactions with the related parties for the financial year is obtained from the Audit
Committee. The transactions with the related parties are routine and repetitive in nature

The summary statement of transactions entered into with the related parties pursuant to
the omnibus approval so granted are reviewed and approved by the Audit Committee and
the Board of Directors on a quarterly basis. The summary statements are supported by an
independent audit report certifying that the transactions are at an arm's length basis and in
the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-5 to this
report.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder:

A. Conservation of Energy: Your Company's operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology
absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

32. COMMITTEES:

(I) AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the
provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchange(s)
read with Section 177 of the Companies Act, 2013 are included in the Corporate
Governance report, which forms part of this report.

(II) NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration
Committee of the Company is constituted in line with the provisions of Regulation 19(1) of
SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of
this report.

(III) STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship
Committee of the Company is constituted in line with the provisions of Regulation 20 of
SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of
this report.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE
AND CONTENTS OF CSR POLICY)

The Company has attracted the provisions of Corporate Social Responsibility u/s 135 of

Companies Act, and since the CSR obligation did not exceed fifty lakh rupees, the
requirement under section 135(1) for constitution of the Corporate Social Responsibility
Committee shall not be applicable and the functions of such Committee provided under this
section shall, in such cases, be discharged by the Board of Directors of the Company. CSR
policy may be accessed on the Company's website at: www.bnrsecurities.com. The
Corporate Social Responsibility Report is enclosed as Annexure 6.

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 as amended (“CSR Rules”) and in accordance
with the CSR Policy, during the financial year 2025-26, your Company has spent total
obligation of Rs. 24, 81,707/- (representing 2 % of the average net profit for the past three
financial years, being FY 2022-23, FY 2023-24 and FY 2024-25. Areas of CSR Activities
undertaken by the Company are Health Care and Children Education.

34. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with
the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the
Listing Regulations. The Company promotes ethical behaviour and has put in place a
mechanism for reporting illegal or unethical behaviour. The Company has a Vigil
Mechanism and Whistle-blower policy under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct. Employees may
report their genuine concerns to the Chairman of the Audit Committee. During the year
under review, no employee was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees
to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013. The same has been placed on the website of the Company
www.bnrsecurities.com .

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

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

36. STATUTORY AUDITORS AND THEIR REPORT THEREON:

At the 38th Annual General Meeting held on 27.06.2024, the shareholders of the Company
approved the appointment of M/s. M Anandam & Co., Chartered Accountants, Hyderabad
as Statutory Auditors of the company for the term of three years form the financial year
2024 -2025 onwards on such terms and conditions and remuneration as may be decided
by the Board. M/s. M Anandam & Co. will continue as statutory auditors of the company till
the conclusion of 41st Annual General Meeting to be held in the financial year 2027-2028.

The Auditors' Report for fiscal 2026 does not contain any qualification, reservation or
adverse remark. The Auditors' Report is enclosed with the financial statements in this
Annual Report. The Company has received audit report with unmodified opinion for both
Standalone and Consolidated audited financial results of the Company for the Financial
Year ended March 31,2026 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of
Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the
Peer Review Board of the ICAI.

37. SECRETARIAL AUDIT REPORT:

At the 39th Annual General Meeting held on 01.08.2025, the shareholders of the Company
approved the appointment of M/s. Aakanksha Dubey & Co., Practicing Company
Secretaries, Hyderabad as Secretarial Auditors of the Company for the term of five
consecutive years form the financial year 2025-2026 onwards on such terms and
conditions and remuneration as may be decided by the Board. M/s. Aakanksha Dubey &
Co. will continue as Secretarial auditors of the Company till the conclusion of the financial
year 2029-2030.

The Secretarial Audit Report for the FY 2025-26 annexed herewith as Annexure-7 and
forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.

38. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with
Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual
Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI
Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance
Report dated 14.05.2026, given by M/s. Aakanksha Dubey & Co., Practicing Company
Secretary, submitted or shall be submitted to Stock Exchange(s) within 60 days of the end
of the financial year.

39. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and
its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and
activities of the Company was undertaken by the Internal Auditor of the Company on
quarterly basis by M/s. Penmetsa & Associates., the Internal Auditors of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant
Audit Observations along with recommendations and its implementations are reviewed by
the Audit Committee and concerns, if any, are reported to Board. There were no adverse
remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed by M/s. Penmetsa & Associates, Chartered Accountants,
Hyderabad as Internal Auditors for the Financial Year 2026-27.

40. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the Institute
of Company Secretaries of India and notified by Ministry of Corporate Affairs.

41. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any
default under Section 164(2) of the Act, as on March 31,2026.

42. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is uploaded
on website of the Company www.bnrsecurities.com.

43. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the business activities carried
out by the Company.

44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under
Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as
Annexure-8 to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with
an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, for the purpose of attending
meetings of the Board of Directors and Committee(s).

45. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, etc. through familiarisation programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarisation
programme for Independent Directors is disclosed on the Company's website
www.bnrsecurities.com.

46. INSURANCE:

The properties and assets of your Company are adequately insured.

47. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company.
As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations,
2015, a report on Corporate Governance duly audited is appended as Annexure-9 for
information of the Members. A requisite certificate from the Secretarial Auditors of the
Company confirming compliance with the conditions of Corporate Governance is attached
to the Report on Corporate Governance.

48. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.

49. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED
UNDER SUB-SECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics, personal and professional stature, domain expertise, gender
diversity and specific qualification required for the position. The potential Board Member is
also assessed on the basis of independence criteria defined in Section 149(6) of the
Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In
accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI
(LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management
Personnel (KMPs) and Senior Management. The Policy is attached as part of Corporate
Governance Report. We affirm that the remuneration paid to the Directors is as per the
terms laid down in the Nomination and Remuneration Policy of the Company.

50. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the
applicable Securities laws. The Insider Trading Policy of the Company lays down
guidelines and procedures to be followed, and disclosures to be made while dealing with
shares of the Company, as well as the consequences of violation. The policy has been
formulated to regulate, monitor and ensure reporting of deals by employees and to
maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website (www.bnrsecurities.com).

51. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace
which is in line with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act') and the Rules made
thereunder. With the objective of providing a safe working environment, all employees
(permanent, contractual, temporary, trainees) are covered under this Policy. The policy is
available on the website at www.bnrathisecurities.com.

As per the requirement of the POSH Act and Rules made thereunder, the Company has
constituted an Internal Committee at all its locations known as the Prevention of Sexual
Harassment (POSH) Committees, to inquire and redress complaints received regarding
sexual harassment. During the year under review, there were no Complaints pertaining to
sexual harassment.

The Existing Committee reconstituted on 14.05.2026 with the following members:

All employees are covered under this policy. During the year 2025-26, there were no complaints
received by the Committee.

52. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based
disclosures is not required.

53. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were
failed to be implemented.

54. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in
the name of the Company under Insolvency and Bankruptcy Code, 2016.

55. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from
banks and financial institutions.

56. EMPLOYEE STOCK OPTION SCHEME:

The Company introduced an Employee Stock Option (ESOP) scheme, “BNRSL- ESOP
Scheme 2022” which helps the Company to attract and retain right talent. The Nomination
and Remuneration Committee (NRC) administers the Company's ESOP scheme. Further
the Company has received in-principle approval from BSE Limited for issue and allotment
of 30,00,000 Equity shares of Rs. 5/- each (Before split 15,00,000 Equity shares of Rs. 10/-
each) to be allotted by the Company, upon exercise of stock options in terms of Securities
Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2O21 and there were no changes in the ESOP scheme during the financial
year under review. The scheme is in compliance with the Securities and Exchange Board of
India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021.

Following are the details of the ESOPs as on 31st March 2026:

Disclosure in compliance with the Securities and Exchange Board of India (Share-Based
Employee Benefits and Sweat Equity) Regulations, 2021 are available on the company website
of the company at website URL: https://www.bnrsecurities.com/.

Further, a certificate from M/s. Aakanksha Dubey & Co., Secretarial Auditors of the Company
certifying that the (“BNRSL- ESOP Scheme 2022”) has been implemented in accordance with
these regulations and in accordance with the resolution of the Company in the general meeting
is enclosed as Annexure-10.

57. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are available on
our website. www.bnrsecurities.com.

58. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

During the year under the review, the Company is in Compliance with Maternity Benefit Act,
1961.

59. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares to employees of the Company: Company has allotted 2,50,000 shares to
the employees under BNRSL- ESOP Scheme 2022

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: No preferential allotment made during the year.

60. ACKNOWLEDGEMENTS:

Your directors place on records their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers,
vendors, as well as regulatory and governmental authorities. Your directors also thank the
employees at all levels, who through their dedication, co-operation, support and smart
work have enabled the company to achieve a moderate growth and is determined to poise
a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents,
banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSE,
MCX, NSDL, CDSL, ICICI Bank, HDFC Bank etc. for their continued support for the growth
of the Company.

For and on behalf of the Board
B.N. Rathi Securities LimitedSd/-

Laxminiwas Sharma

Place: Hyderabad Chairman

Date: 14.05.2026 DIN: 00010899