డైరెక్టర్ల నివేదిక Brilliant Portfolios Ltd.

Mar 31, 2025

The Directors of your Company have the pleasure in presenting the 31^st Annual Report together with the audited financial statements for the financial year (“FY”) ended March 31,2025.

FINANCIAL PERFORMANCE OF THE COMPANY

The Summary of the Company''s Financial Performance for the Financial Year 2024-25 as compared to the previous Financial Year 2023-24 as given below:

(In Lakhs)
PARTICULARS	2024-25	2023-24
Gross Income	321.44	305.76
Less: Expenses & Provisions	62.59	66.15
Less: Depreciation	11.52	0.1
Less: Interest & Finance Charges	171.74	173.36
Profit Before Tax	75.59	66.15
Less: Provisions for taxation	20.52	16.20
Profit After Tax (PAT)	55.07	49.95
Add: Balance brought forward from previous year	434.06	394.10
Balance available for appropriations	489.13	444.05
Appropriations
Statutory Reserve	11.01	9.99
Net worth	929.38	874.31

OPERATIONAL PERFORMANCE

The Company''s performance during the year ended March 31,2025 in comparison with the year ended March 31,2024 is summarized as follows:

Total income was Rs. 321.44 lakhs in FY25 as compared to Rs. 305.76 lakhs in FY24. Profit before taxes was Rs. 75.59 lakhs in FY25 as compared to Rs. 66.15 lakhs in FY24. Profit for the year was Rs. 55.07 lakhs in FY25 as compared to Rs. 49.95 lakhs in FY24.

TRANSFER TO RESERVES

As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred to a Special Reserve Account. Accordingly, the Company has transferred Rs. 11.01/- (In Lakhs) in current year and Rs. 9.99/- (In Lakhs) in previous year to Statutory Reserve Account.

COST RECORDS

The maintenance of cost records, for the services rendered by the Company, is not required pursuant to Section 148(1) of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 and hence such accounts and records were not required to be maintained by the Company.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

The information on the affairs of the Company has been given as part of the Management Discussion and Analysis section of the Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of the Board''s Report.

DIVIDEND

The Board of your Company decided not to transfer any amount to the General Reserve and retain the entire amount of profit under Retained Earnings. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2025, please refer to the ‘Statement of Changes in Equity'' included in the financial statements of this Annual Report. Additionally, to conserve the resources of the company and requirement of working capital, Directors do not recommend any dividend for the year under consideration.

FUND RAISING

During the year under review, no fund-raising activity was undertaken.

SHARE CAPITAL

As on March 31,2025, the Authorized Share Capital of the Company stood at Rs. 350/- (In Lakhs) (35,00,000 Shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands at Rs. 310.18 (In Lakhs) (comprising of 31,01,800 Equity Shares of Rs. 10/- each). During the Financial Year, the Company had not issued any Equity shares with Differential rights, any Sweat equity Shares and any Employee stock Option.

INVESTMENT IN SUBSIDIARIES

There is no Company became or ceased to be the Subsidiary of the company.

RBI REGISTRATION

The Company is a registered Non-Banking Financial Company - Investment and Credit Company (“NBFC-ICC”) pursuant to the receipt of Certificate of Registration from the Reserve Bank of India (“RBI”), under Section 45-IA of the RBI Act.

STATUTORY DISCLAIMER

The Company is having a valid Certificate of Registration issued by RBI under Section45-IA of the RBI Act. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and discharge of liabilities by the Company.

DEPOSITS

The Company being a non-deposit taking Non-Banking Financial Company (“NBFC”), has not accepted any deposits from the public during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2025, the Company has Five Directors including one Woman Director, of which two were Independent Directors of the Company. The composition of the Board is in accordance with the SEBI Listing

Regulation read with Section 149 of the Act, with an appropriate combination of Non-Executive Directors and Independent Directors.

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Ravi Jain (Din: 02682612), Director of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment.

The brief details of the Director proposed to be re-appointed as required under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations is provided in the Notice convening Annual General Meeting of the Company.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise (including proficiency, as applicable) and hold highest standards of integrity.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence.

FIT AND PROPER CRITERIA & CODE OF CONDUCT

All the Directors meet the fit and proper criteria stipulated by RBI. All the Directors and Senior Management Personnel (“SMP”) of the Company under the SEBI Listing Regulations have affirmed compliance with the Code of Conduct of the Company.

KEY MANAGERIAL PERSONNEL (“KMP’S”)

As on March 31,2025, the Company had the following KMPs:

> Mr. Ravi Jain - Managing Director

> Mr. Ashish - Chief Financial Officer and Company Secretary

During the period under review, there were no changes in the KMPs of the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION/COMPENSATION FOR DIRECTORS, SENIOR MANAGEMENT PERSONNEL, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013 (“the Act”) read with Section 178 of the Act and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), your Company has adopted Nomination and Remuneration Policy which, inter-alia, includes the criteria for determining qualifications, positive attributes and independence of Directors, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management team.

PERFORMANCE EVALUATION OF THE BOARDBUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The provisions of Clause 34(2)(f) of SEBI (LODR) Regulations regarding the Business Responsibility and Sustainability Report is not applicable on the Company for the year under review.

REPORT ON CORPORATE GOVERNANCE

The Company having paid up capital and Net worth less than the threshold provided under Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, it does not require any further comment.

STATUTORY AUDITOR

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder and RBI requirements, the Members at their Twenty Eighth Annual General Meeting held on 25th September, 2022 had appointed M/s Sanjeev Bhargava & Associates, Chartered Accountants, (Registration No. 003724N) as Statutory Auditor of the Company from the conclusion of Twenty Eighth Annual General Meeting till the conclusion of Thirty First Annual General Meeting.” Thus, the tenure of M/s Sanjeev Bhargava & Associates, Chartered Accountants would end at the conclusion of the ensuing AGM.

In light of the aforesaid, the Board of Directors of the Company has recommended the appointment of M/s V P Jain & Associates, Chartered Accountant (Firm Registration No. 015260N) as the Statutory Auditors of the Company for a period of three continuous years in accordance with the guidelines stipulated by RBI, to hold office from the conclusion of the forthcoming AGM i.e. 31^st AGM till the conclusion of the 34^th aGm, subject to the approval of the Members at the ensuing AGM of the Company. M/s V P Jain & Associates, Chartered Accountants, have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of Section 141(3) of the Act and RBI regulations. Further, the Statutory Auditors have confirmed that they have subjected themselves to Peer Review process by the Institute of Chartered Accountants of India (“ICAI”) and hold valid certificate issued by the Peer Review Board of ICAI.

AUDITORS’ REPORT

The Auditors'' Report to the Members for the year under review is unmodified. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.

SECRETARIAL AUDITOR

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and in accordance with Section 204 of the Act, basis recommendation of the Board, the Company is required to appoint Secretarial Auditor, with the approval of the Members at its AGM.

In light of the aforesaid, the Board of the Company has recommended the appointment of M/s Om Prakash Agrahari & Co., Company Secretaries as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years, i.e.; from FY 2025-26 up to FY 2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.

M/s Om Prakash Agrahari & Co., Company Secretaries have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India (“ICSI”) and hold valid certificate issued by the Peer Review Board of ICSI.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Company had appointed M/s Om Prakash Agrahari & Co., Company Secretaries to undertake the Secretarial Audit of the Company for FY25.

The Secretarial Audit Report is appended as Annexure I to the Board''s Report. There is no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit Report.

INTERNAL AUDITOR

During the year under review, Mr. Nitin Agrawal was appointed as the Internal Auditor of the Company to conduct the Internal Audit on the basis of detailed Internal Audit Plan. The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year, as per the agreed audit plan.

REPORTING OF FRAUDS BY AUDITORS

There were no frauds reported by the Auditors of the Company under Section 143(12) of the Act to the Audit Committee (“AC”).

PARTICULARS OF EMPLOYEES

The information required pursuant to the provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company has been appended as Annexure II to the Board''s Report.

The Board affirms that the remuneration paid to the employees of the Company is as per the policy on Directors'' appointment and remuneration/compensation for Directors, Senior Management Personnel, Key Managerial Personnel and other employees and is in accordance with the requirements of the Act and SEBI Listing Regulations and none of the employees listed in the said Annexure are related to any Directors of the Company.

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

The Company being engaged in the financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the Company. Nevertheless, the Company is vigilant on the need for conservation of energy.

During the FY 2024-25, the Company''s foreign exchange earnings and outgo were NIL.

DEPOSITORY SYSTEM

The Company''s Equity Shares are compulsorily tradable in electronic form. As on March 31, 2025, 78.88% of the Equity Shares are held in electronic form and 6,54,965 Equity Shares out of 31,01,800 Equity Shares were held in physical form. In view of the numerous advantages offered by the Depository System, the Members holding shares in physical form are advised to avail of the facility of dematerialization.

As per notifications issued by SEBI from time to time, requests for effecting transfer of securities are not processed unless the securities are held in the dematerialised form with the depositories.

Further, transmission or transposition of securities held in physical or dematerialised form is also effected only in dematerialised form. Therefore, Members holding securities in physical form are requested to take necessary action to dematerialise their holdings.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The company does not have any subsidiary, Associate and Joint venture Company.

MATERIAL SUBSIDIARIES

There is no material subsidiary of the Company as on March 31,2025.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, your Board of Directors, to the best of its knowledge and ability confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) 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;

d) the Directors have prepared the annual accounts on a ‘going concern basis;

e) the Directors have laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that systems are adequate and are operating effectively.

SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the ICSI on Board meetings and General meetings.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

a) Providing assurance regarding the effectiveness and efficiency of operations

b) Efficient use and safe guarding of resources

c) Compliance with policies, procedures and applicable laws and regulations and

d) Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

MEETINGS OF BOARD

During the year, four board meetings were held during the year on 28^th May, 2024, 12^th August, 2024, 12^th November, 2024 and 10^th February, 2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

A qualified and Independent Audit Committee of the Board of the company is functioning. It monitors and supervises the Management''s financial reporting process with a view to ensure accurate and proper disclosure, transparency and quality of financial reporting. The committee reviews the financial and risk management policies and also the adequacy of internal control systems and holds discussions with Statutory Auditors and Internal Auditors. This is enhancing the credibility of the financial disclosures of the company and also provides transparency.

• Terms of reference

The role and terms of reference of the Audit Committee cover the areas mentioned under Regulation 18 (3) of Listing Regulations and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

• Composition

The Audit Committee comprises of 3 (Three) directors i.e. Mrs. Shruti Das, Mr. Rameshwar Dayal Sharma & Mr. Raghu Nandan Arora. Mrs. Shruti Das is the chairman of the Audit Committee and is a Non-executive and Independent Director. All the recommendations made by the Audit Committee were accepted by the Board.

• Meetings

Four meetings of the Audit Committee were held during the Financial Year ended 31st March 2025. Every Member has attended all the meetings.

• Details of Recommendations of Audit Committee which were not accepted by the Board along with reasons

During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence

• Criteria for evaluation of the performance of the independent directors

The criteria of evaluation of performance of Independent Director, includes their qualification, experience, competency, knowledge, understanding of respective roles (as Independent Director and as a member of committee of which they are members/chairpersons), adherence to Codes and ethics, conduct, attendance and participation in the meetings, etc.

STAKEHOLDERS RELATIONSHIP COMMITTEE• Term of reference

The role and terms of reference of the cover the areas mentioned under Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

• Composition

The Stakeholders Relationship Committee comprise of 3 (Three) Directors i.e. Mrs. Shruti Das, Mr. Rameshwar Dayal Sharma & Mr. Ravi Jain. Mr. Rameshwar Dayal Sharma is the chairman of the Stakeholders Relationship Committee and is a Non-executive and Independent Director.

• Meetings

Two meetings of the Stakeholders Relationship Committee were held during the Financial Year ended 31st March 2025.

NOMINATION & REMUNERATION COMMITTEE• Term of reference

The role and terms of reference of the Nomination and Remuneration Committee cover the areas mentioned under Regulation 19 (4) of Listing Regulations and Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

• Composition

The Nomination and Remuneration Committee comprises of 3 (Three) Directors i.e. Mrs. Shruti Das, Mr. Rameshwar Dayal Sharma & Mr. Raghu Nandan Arora. Mrs. Shruti Das is the chairman of the Nomination and Remuneration Committee and is a Non-executive and Independent Director.

• Meetings

Two meetings of the Nomination & Remuneration Committee were held during the Financial Year ended 31st March 2025.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism Framework, under which the Whistle Blower Investigation Committee has been set up. The objective of the framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which all the stakeholders such as Employees, Directors and service providers (agency, vendor, contractor or any outsourced partner) can raise actual or suspected violations. The Vigil Mechanism Framework provides for adequate safeguards against victimization of the persons who use such mechanism.

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

PARTICULARS OF LOANS, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

The particulars of loans, guarantees, security and investments as per Section 186 of the Act by the Company, as applicable, have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with related parties were on an arm''s length basis and in the ordinary course of business and approved by the Audit Committee and omnibus approval were obtained, where applicable.

During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company. Necessary disclosures required under the AS 18 have been made in the Notes to the Financial Statements for the year ended March 31,2025.

Pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act in the prescribed Form AOC-2.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a policy for prevention, prohibition and redressal of sexual harassment at workplace. Further, the Company has constituted an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, where complaints in the nature of sexual harassment can be registered. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment and the right to work with dignity. During the year under review, no complaints were received from any of the employees.

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section 92(3) of the Act is available on the website of the Company at http://brilliantportfolios.com/.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

RBI REGULATIONS

The Company has complied with the applicable regulations of RBI.

CHANGE IN THE NATURE OF BUSINESS, IF ANYTRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any amount to Investor Education and Protection Fund.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company; hence there is no need to develop policy on CSR.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis Report forms part of this Report.

LISTING

Equity Shares of your Company are listed on BSE Limited. Your Company has paid required listing fees to Stock Exchanges for FY 2025-26.

DISCLOSURE PERTAINING TO INSOLVENCY & BANKRUPTCY CODE (“IBC”)

During the period under review, no application was made by or against the company, and accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE OF ONE TIME SETTLEMENT

The Company did not avail any such onetime settlement during the Financial Year. Therefore, disclosure of the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

ACKNOWLEDGEMENTS

The Directors express their sincere gratitude and appreciation towards all those who have contributed to the success of the Company during the past year. It is through the collective effort and dedication of many stakeholders that we have achieved our goals and milestones.

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Mar 31, 2024

The Directors of your Company have the pleasure in presenting the 30^thAnnual Report together with the audited
financial statements for the financial year (“FY”) ended March 31,2024.

FINANCIAL PERFORMANCE OF THE COMPANY

The Summary of the Company''s Financial Performance for the Financial Year 2023-24 as compared to the
previous Financial Year 2022-23 as given below:

(In Lakhs)

PARTICULARS	2023-24	2022-23
Gross Income	305.76	277.80
Less: Expenses & Provisions	66.15	41.55
Less: Depreciation	0.1	0
Less: Interest & Finance Charges	173.36	173.11
Profit Before Tax	66.15	63.14
Less: Provisions for taxation	16.20	16.37
Profit After Tax (PAT)	49.95	46.77
Add: Balance brought forward from previous year	394.10	356.69
Balance available for appropriations	444.05	403.46
Appropriations
Statutory Reserve	9.99	9.35
Net worth	874.31	824.36

OPERATIONAL PERFORMANCE

The financial year 2023-24 saw steady performance. The Gross income is improved by 10% over the previous
year and the PAT during the year under review increased by 6.8%. During the year under review total revenue
of the Company was Rs.305.76Lakhs as against Rs. 277.80Lakhs in the previous year. The company earned a
net profit(before tax) of Rs.66.15Lakhsagainst a net profit (before tax) of Rs.63.14Lakhs during the previous
year.

DIVIDEND

The Directors did not recommend any dividend for the year ended March 31, 2024 after taking into
consideration growth of the company, investment in the business and to conserve resources.

TRANSFER TO RESERVES

As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be
transferred to a Special Reserve Account. Accordingly, the Company has transferred Rs. 9.99/- (In Lakhs) in
current year and Rs. 9.35/- (In Lakhs) in previous year to Statutory Reserve Account.

REGISTRATION AS A LOAN COMPANY

The Company is a registered Non-Banking Financial Institution - Loan Company (“NBFC-LC”)pursuant to the
receipt of Certificate of Registration from the Reserve Bank of India (“RBI”), under Section 45-IA of the RBI Act.

INFORMATION ON THE STATE OF AFFAIRSOF THE COMPANY

The information on the affairs of the Company has been given as part of the Management Discussion and
Analysis section of the Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year to which the financial statements relate and the date of this
Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business and operations of the Company during the year under
review.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

During the Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate
Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any amount to Investor Education and
Protection Fund.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within
the meaning of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of
Deposits) Rules, 2014.

SHARE CAPITAL

As on March 31,2024, the Authorized Share Capital of the Company stood at Rs. 350/- (In Lakhs) (35,00,000
Shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands
at Rs. 310.18 (In Lakhs) (comprising of 31,01,800 Equity Shares of Rs. 10/- each). During the Financial Year,
the Company had not issued any Equity shares with Differential rights, any Sweat equity Shares and any
Employee stock Option.

FUND RAISING

During the year under review, no fund raising activity was undertaken.

RESERVE BANK OF INDIA DIRECTIONS

Your Company is categorized as a non-deposit taking non-systematically important non-banking finance
company (NBFC). Accordingly, during the year your Company has not accepted any deposits from the public
and there were no deposits which become due for repayment or renewal. The Company has always
endeavored to maintain the highest standards of compliance and culture within the organisation and shall
continue to do so going ahead. The Company continues to comply with all the applicable laws, regulations,

guidelines etc. prescribed by the Reserve Bank of India (“RBI”), from time to time. The Company has complied
with the ‘Master Direction - Reserve Bank of India (Non-Banking Financial Company-Scale Based Regulation)
Directions, 2023'', amended from time to time and all other applicable Directions/regulations/circulars of RBI
during the Financial Year 2023-24.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2024, the Company has Five Directors including one Woman Director, of which two were
Independent Directors of the Company. The composition of the Board is in accordance with the SEBI Listing
Regulation read with Section 149 of the Act, with an appropriate combination of Non-Executive Directors and
Independent Directors.

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at
every AGM, not less than two-third of the total number of directors of a public company (excluding the
Independent Directors) shall be persons whose period of office is liable to determination by retirement of
directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Bhuvnesh Kumar
Sharma and Mr. Raghu Nandan Arora, Directors of the Company, are liable to retire by rotation at the ensuring
Annual General Meeting and being eligible offers themselves for re-appointment. The Board of Directors
recommends their re-appointment.

The brief details of the Director proposed to be re-appointed as required under Secretarial Standard-2issued by
the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations is provided in
the Notice convening Annual General Meeting of the Company.

All the Directors of the Company have confirmed thatthey are not disqualified to act as Director in terms of
Section 164 of the Act.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience, expertise(including proficiency, as applicable) and hold highest standards of integrity.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All Independent Directors have submitted thedeclaration of independence, pursuant to the provisions of Section
149(7) of the Act and Regulation25(8) of the SEBI Listing Regulations, stating that they meet the criteria of
independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations
and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and
without any external influence.

FIT AND PROPER CRITERIA & CODE OF CONDUCT

All the Directors meet the fit and proper criteria stipulated by RBI. Further, all the Independent Directors have
affirmed that they have adhered and complied with the Company''s Code of Conduct for Independent Directors
which is framed in accordance with Schedule IV of the Act.

KEY MANAGERIAL PERSONNEL (“KMP’S”)

As on March 31,2024, the Company had the following KMPs:

> Mr. Ravi Jain- Managing Director

> Mr. Ashish - Chief Financial Officer

> Mr. Ashish - Company Secretary

POLICY ON DIRECTORS’ APPOINTMENT ANDREMUNERATION/COMPENSATION FOR DIRECTORS,
SENIOR MANAGEMENT PERSONNEL, KEY MANAGERIALPERSONNEL AND OTHER EMPLOYEES

In accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013 (“the Act”) read with Section

178 of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015 (“the Listing Regulations”), your Company has adopted Nomination and Remuneration Policy
which, inter-alia, includes the criteria for determining qualifications, positive attributes and independence of
Directors, identification of persons who are qualified to become Directors and who may be appointed in the
Senior Management team.

PERFORMANCE EVALUATION OF THE BOARD

The Companies Act, 2013 (“the Act”) and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“the Listing Regulations”) stipulate the evaluation of the performance of the Board, its
Committees, Individual Directors and the Chairperson. The Company has formulated a process for performance
evaluation of the Independent Directors, the Board, its committees and other individual Directors. The Board
was satisfied with the evaluation process and approves the evaluation result thereof.

MEETINGS OF BOARD

During the year, four board meetings were held during the year on 22^nd May, 2023, 11^th August, 2023, 09^th
November, 2023 and 12^th February, 2024. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

A qualified and Independent Audit Committee of the Board of the company is functioning. It monitors and
supervises the Management''s financial reporting process with a view to ensure accurate and proper disclosure,
transparency and quality of financial reporting. The committee reviews the financial and risk management
policies and also the adequacy of internal control systems and holds discussions with Statutory Auditors and
Internal Auditors. This is enhancing the credibility of the financial disclosures of the company and also provides
transparency.

• Terms of reference

The role and terms of reference of the Audit Committee cover the areas mentioned under Regulation 18 (3) of
Listing Regulations and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by
the Board of Directors from time to time.

• Composition

The Audit Committee comprises of 3 (Three) directors. Mrs. Shruti Das is the chairman of the Audit Committee
and is a Non-executive and Independent Director. All the recommendations made by the Audit Committee were
accepted by the Board.

• Meetings

Four meetings of the Audit Committee were held during the Financial Year ended 31st March 2024.
STAKEHOLDERS RELATIONSHIP COMMITTEE

• Term of reference

The role and terms of reference of the cover the areas mentioned under Section 178 of the Companies Act,
2013, besides other terms as may be referred to by the Board of Directors from time to time.

• Composition

The Stakeholders Relationship Committee comprise of 3 (Three) Directors. Mr. Rameshwar Dayal Sharma is
the chairman of the Stakeholders Relationship Committee and is a Non-executive and Independent Director.

• Meetings

Two meetings of the Stakeholders Relationship Committee were held during the Financial Year ended 31st
March 2024.

NOMINATION & REMUNERATION COMMITTEE

• Term of reference

The role and terms of reference of the Nomination and Remuneration Committee cover the areas mentioned
under Regulation 19 (4) of Listing Regulations and Section 178 of the Companies Act, 2013, besides other
terms as may be referred to by the Board of Directors from time to time.

• Composition

The Nomination and Remuneration Committee comprises of 3 (Three) Directors. Mrs. Shruti Das is the
chairman of the Nomination and Remuneration Committee and is a Non-executive and Independent Director.

• Meetings

Two meetings of the Nomination & Remuneration Committee were held during the Financial Year ended 31st
March 2024.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has formulated and established a Vigil Mechanism named Whistle Blower Policy to deal with
instances of fraud and mismanagement and to enable Directors and Employees to report genuine concerns
about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and to report incidents of
leak or suspected leak of unpublished price sensitive information. Adequate safeguards are provided against
victimization of those who avail of the mechanism and direct access to the Chairman of the Audit Committee in
exceptional cases is provided to them.

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower
mechanism.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, your Board of Directors, to
the best of its knowledge and ability confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2024, the applicable
accounting standards have been followed and there are no material departures from the same;

b) the Directors 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 as at March 31,2024 and of the profit of the Company for the year ended on that date;

c) 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;

d) the Directors have prepared the annual accounts on a ‘going concern basis;

e) the Directors have laid down proper internal financial controls to be followed by the Company and such
financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that systems are adequate and are operating effectively.

AUDITORS AND AUDITOR’S REPORT

STATUTORY AUDITOR

Pursuant to the provisions of Section 139(2)of the Act and the rules made thereunder and RBI requirements,
the Members at their Twenty Eighth Annual General Meeting held on 25th September, 2022 had appointed M/s
Sanjeev Bhargava & Associates, Chartered Accountants, (Registration No. 003724N) as Statutory Auditor of
the Company from the conclusion of Twenty Eighth Annual General Meeting till the conclusion of Thirty First
Annual General Meeting.”Further, the Statutory Auditors have confirmed that they have subjected themselves to
Peer Review process by the Institute of Chartered Accountants of India (“ICAI”) and hold valid certificate issued
by the Peer Review Board of ICAI.

The Board of Directors (including any Committee thereof) is authorized to decide and finalize the terms and
conditions including remuneration of the Statutory Auditor.”

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any
further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and as per the SEBI Listing Regulations, the Company has appointed M/s.
Om Prakash Agrahari & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the
Company. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial
Auditors, in their Audit Report for the FY 2023-24. The Secretarial Audit Report is annexed herewith marked as
Annexure - I to this Report.

MAINTENANCE OF COST RECORDS

The maintenance of cost records, for the services rendered by the Company, is not required pursuant to
Section 148(1) of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 and hence
such accounts and records were not required to be maintained by the Company.

INTERNAL AUDITOR

During the year under review, Mr. Nitin Agrawal was appointed as the Internal Auditor of the Company to
conduct the Internal Audit on the basis of detailed Internal Audit Plan. The Company follows a robust Internal
Audit process and audits are conducted on a regular basis, throughout the year, as per the agreed audit plan.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor of the Company have
reported any instance of frauds committed in the Company by its Officers or Employees to the Audit Committee
under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3)(ca) of
the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that proper systems have been devised to ensure compliance with the applicable laws.
Pursuant to the provisions of Section 118 of the Act,2013 during FY 2024, the Company has adhered with the
applicable provisions of the Secretarial Standards(“SS-1” and “SS-2”) relating to ‘Meetings of the Board of

Directors'' and ‘General Meetings'' issued by the Institute of Company Secretaries of India (“ICSI”) and notified
by MCA.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has in place adequate internal financial controls with reference to the Financial Statements
commensurate with the size, scale and complexity of its operations. Your Company uses various industry
standard systems to enable, empower and engender businesses and also to maintain its Books of Accounts.
The transactional controls built into these systems ensure appropriate segregation of duties, the appropriate
level of approval mechanisms and maintenance of supporting records. The systems, Standard Operating
Procedures and controls are reviewed by the Management.

Based on the assessments carried out by the Management during the year, no reportable material weakness or
significant deficiencies in the design or operation of internal financial controls was observed.

Your Company recognises that Internal Financial Controls cannot provide absolute assurance of achieving
financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of
any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal
Financial Control may become inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.

RISK MANAGEMENT POLICY

Risk management forms an integral part of the Company''s business. Your Company has a comprehensive Risk
Management Policy in place and has laid down a well-defined risk management framework to identify, assess
and monitor risks and strengthen controls to mitigate risks ensuring its effectiveness.

The Risk Management Policy, inter-alia, includes identification of elements of risk, including Cyber Security and
related risks as well as those risks which in the opinion of the Board may threaten the existence of the
Company.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable
to the Company; hence there is no need to develop policy on CSR.

PARTICULARS OF EMPLOYEESANDRELATED INFORMATION

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures
pertaining to remuneration and other details as required under the Act and the above Rules, are appended to
this Report as Annexure II.

PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES

During FY 2024, all the contracts/arrangements/transactions entered into by the Company with the related
parties were in the ordinary course of business and on an arm''s length basis and were in compliance with the
provisions of the Act and Listing Regulations. All related party transactions are placed before the Audit
Committee for review and approval. All related party transactions as required under Indian Accounting
Standards - 24 (Ind AS-24) are reported in Note - 33 of Standalone Financial Statements.

Pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there
are no related party transactions that are required to be reported under Section 188(1) of the Act in the
prescribed Form AOC-2.

ANNUAL RETURN AS PRESCRIBED UNDER THE ACT

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return for
financial year ended March 31,2024, can be accessed on our website athttp://brilliantportfolios.com/.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management Discussion and
Analysis Report forms part of this Report.

REPORT ONCORPORATE GOVERNANCE

The Company having paid up capital and Net worth is less than the threshold provided under Regulation 15 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, it does not require any
further comment.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The provisions of Clause 34(2)(f) of SEBI (LODR) Regulations regarding the Business Responsibility and
Sustainability Report is not applicable on the Company for the year under review.

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

Your Company is an equal opportunity employer and is committed to ensuring that the work environment. It
strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority.
Discrimination and harassment of any type are strictly prohibited. Your Company has in place a comprehensive
Policy in accordance with the provisions of POSH Act and Rules made thereunder.

Your Company has adopted zero tolerance for sexual harassment at workplace and has formulated a Policy for
Prevention, Prohibition and Redressal of Sexual Harassment at Work Place in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”)
and the Rules framed there under for prevention and redressal of complaints of sexual harassment at
workplace. Your Company has complied with provisions relating to the constitution of Internal Committee under
the POSH Act. During the year under review, no complaints were received from any of the employees.

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

The Company being engaged in the financial services activities, its operations are not energy intensive nor
does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act
read with the Companies (Accounts) Rules, 2014is not applicable to the Company. Nevertheless, the Company
is vigilant on the need for conservation of energy.

During the FY 2023-24, the Company''s foreign exchange earnings and outgo were NIL.

PARTICULARS OF LOANS, INVESTMENTS IN SECURITIES OR GUARANTEES

The Company being a Non-Banking Finance Company, the provisions of Section 186 of the Act pertaining to
granting of loans to any persons or bodies corporate and giving of guarantees or providing security in
connection with loans to any other bodies corporate or persons are not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS

During the Financial Year 2023-24, there were no Significant and Material Orders passed by the Regulators /
Courts/ Tribunals which would impact the going concern status of the Company and its future operations.
Further, no penalties have been levied by the RBI or any other regulator during the year under review.

LISTING

Equity Shares of your Company are listed on BSE Limited. Your Company has paid required listing fees to
Stock Exchanges for FY 2024-25.

MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), the certificate, as prescribed in Part B of Schedule II of the Listing
Regulations, has been obtained from Mr. Ravi Jain, Managing Director and Ashish, CFO of the company for the
Financial Year 2023-24 with regard to the Financial Statements and other matters.

DISCLOSURE PERTAINING TO INSOLVENCY& BANKRUPTCY CODE (“IBC”)

During the period under review, no application was made by or against the company, and accordingly, no
proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE OF ONE TIME SETTLEMENT

The Company did not avail any such onetime settlement during the Financial Year. Therefore, disclosure of the
details of difference between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable
to the Company.

DEMATERIALIZATION OF EQUITY SHARES

Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31, 2024, 78.88% of
the Equity Shares are held in electronic form and 6,54,965 Equity Shares out of 31,01,800 Equity Shares were
held in physical form. In view of the numerous advantages offered by the Depository System, the Members
holding shares in physical form are advised to avail of the facility of dematerialization.

STATUTORY DISCLAIMER

The Company is having a valid Certificate of Registration issued by RBI under Section45-IA of the RBI Act.
However, RBI does not accept any responsibility or guarantee about the present position as to the financial
soundness of the Company or for the correctness of any of the statements or representations made or opinions
expressed by the Company and for discharge of liabilities by the Company.

ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, co-operation and hard work the Company is able to achieve the
results.

For and on behalf of the Board of
Brilliant Portfolios Limited

Place: New Delhi Ravi Jain Raghu Nandan Arora

Date: 03/09/2024 Managing Director Director

DIN: 02682612 DIN: 00503731