As on: Oct 12, 2026 06:58 AM
To
The Members,
BYLD Capital Finance Limited
(Formerly known as Avasara Finance Limited)
Your Directors' have pleasure to present the Thirty-Second (32nd) Annual Report of your Company, BYLD Capital Finance Limited (Formerly known as Avasara Finance Limited) for the financial year ended March 31, 2026. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder, this report covers the financial results and other developments during the Financial Year 01st April 2025 to 31st March 2026.
1. summary of operations/results
The financial results of the Company for the year ended March 31, 2026 compared to the previous year are summarized below:
(Rupees in Lacs)
Particulars
Revenue from Operations
Other Income /Loss
Total Expenditure
Net Profit/(Loss) before tax
Current Tax
Tax Expense for earlier years
Net Profit/(loss) after Tax
2. COMPANY'S AFFAIRS
Your Company's business revenue during the year is Rs. 5.65 Lacs and incurred a loss of Rs. 220.61 lacs for the financial year 2025-26 as against the loss of Rs. 44.61 lacs in the previous financial year 2024-2025.
3. PERFORMANCE AND FUTURE PROSPECTS
Your Company has prepared the Financial Statements in accordance with Indian Accounting Standards ("IND AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016. The Company has adopted IND AS from 01st April, 2018 with effective transition date of 01st April, 2017 and accordingly, these Financial Statements together with the Financial Statements for the comparative reporting period have been prepared with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with relevant Rules issued thereunder and the other accounting principles generally accepted in India.
During the Financial Year 2025-26, the Company successfully completed a Rights Issue aggregating to Rs. 1,000.18 lakh in January 2026. The proceeds from the Rights Issue have strengthened the Company's capital base and will support its business operations and
future growth initiatives. The Company had generated revenue of Rs. 5.65 Lacs and the loss incurred was Rs. 220.61. The Company is looking at various opportunities for expanding the business including other area of lending and building a loan book and engage in the distribution, dealing, and broking of all financial assets, including but not limited to mutual funds, portfolio management services (PMS), alternative investment funds (AIF), market- linked debentures (MLDs), bonds, corporate deposits, bank deposits, pre-IPO and unlisted shares, structured products, and other financial instruments.
4. CHANGE IN THE MANAGEMENT OF THE COMPANY
During the year under review, there have been significant changes in the constitution of the Board of Directors as follows:
1. Mr. Valmeekanathan Subramanian tendered his resignation as Non-Executive Director on 15th April, 2025.
2. Ms. Deepthi Donkeshwar resigned as Additional Non-Executive Independent Director on 27th May, 2025.
3. Mr. Raj Surendra Jain has been appointed as Chief Financial Officer on 27th May, 2025.
4. Mr. Sabarinath Gopalakrishnan resigned due to pre-occupation as Non-executive Director on 11th August, 2025.
5. Ms. Jaya Janardanan has been appointed as a non-executive Independent Director on 27th June, 2025.
6. Mr. Vinu Mammen was appointed as the Whole-time Director of the Company with effect from 30th July, 2025. The appointment was subsequently approved by the Members of the Company at the Annual General Meeting held on 25th September, 2025.
7. Mr. Nityanand Shankar Nayak and Mr. Vivek S. Kakati were appointed as Additional Non-Executive Independent Directors of the Company, and their appointments were approved by the Members as Non-Executive Independent Directors by way of a Special Resolution passed through Postal Ballot on 31st July, 2025.
8. Ms. Jaya Janardanan was appointed as an Additional Non-Executive Independent Director of the Company, and her appointment as Director was approved by the Members by way of a Special Resolution passed through Postal Ballot on 31st July, 2025.
9. Mr. Eugene Oommen Koshy was appointed as an Additional Non-executive Non- Independent Director on 09th October, 2025.
10. Mr. Sanjay Prabhu resigned due to pre-occupation as Non-Executive Director on 09th October, 2025.
11. Mr. Venkatraman Venkitachalam has been appointed as an Additional Non-executive Non-Independent Director on 30th January, 2026.
Changes in Management between the end of the financial year and the date of this report
1. Mr. Eugene Oommen Koshy and Mr. Venkatraman Venkitachalam were appointed as an Additional Non-Executive Non-Independent Directors of the Company, and their appointments were approved by the Members by way of an Ordinary Resolution passed through Postal Ballot on 15th May, 2026.
2. Mr. Eugene Oommen Koshy tendered his resignation as Non-executive Non- Independent Director of the Company effective 10th August, 2026 and Ms. Khandavalli Madhavi tendered her resignation of the Company Secretary & Compliance Officer of the Company effective 12th August, 2026.
5. DIVIDEND & TRANSFERS TO IEPF
Your Board does not recommend any dividend for the financial year ended March 31, 2026. The Company was not required to transfer the amount of any unclaimed/unpaid dividend to Investor Education Protection Fund.
6. TRANSFER TO RESERVE
The Board of Directors of your Company has not transferred any amount from Retained earnings to the statutory reserve as directed by RBI for the year 2025-26 as the Company did not have any profit.
7. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY
There was a change in the registered office of the company during the financial year 2025- 2026. The Registered office of the Company has been shifted from 3rd Floor, Bandra Hill View CHS, 85, Hill Road, Opp. Yoko Sizzlers, Bandra (West), Mumbai - 400050 to 105, Vidya Chambers, Nana Chowk, Tardeo Road, Kemps Corner, Tardeo, Mumbai 400007 with effect from 01st February, 2026.
8. CHANGE IN THE NATURE OF BUSINESS
No changes occurred in the nature of business during the financial year ended March 31, 2026, and till the date of issue of this report.
9. MATERIAL CHANGES AND COMMITMENTS
No material changes/ commitments occurred between the end of the financial year to which financial statements relate and the date of this report pursuant to the provisions of Section 134(3)(i) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014.
Other than the matter stated above, the following material change have occurred between
the end of the financial year to which the financial statements relate and the date of this Report:
- Change in Name of the Company
The Shareholders of the Company have approved, by passing a Special resolution through Postal Ballot on 15th May, 2026 for the change of name of the Company from Avasara Finance Limited to BYLD Capital Finance Limited and the Registrar of Companies, Mumbai has approved the same by issuing Fresh Certificate of Incorporation consequent to change of name of the Company on 22nd May, 2026.
10. DEPOSITS
The Company has not accepted any deposits and, as such, no amount of principal or interest is outstanding as of the Balance Sheet date.
11. BORROWINGS FROM DIRECTORS:
During the year, the Company has not borrowed any funds from Directors of the Company.
12. details of remuneration paid to directors.
During the year, no remuneration was paid to the Directors of the Company.
13. SUBSIDIARY, ASSOCIATE AND JOINT VENTURES COMPANIES
The Company does not have any subsidiaries as per Clause 2(87) or associate companies as per Clause 2(6) of the Companies Act, 2013; also, it has not entered into any joint venture agreements with any other entities.
However, the Company is a subsidiary of Jupiter Capital Private Limited (CIN: U67120KA2004PTC033653), holding 74.62% of share capital of the Company.
14. SHARE CAPITAL
During the Financial year 2025-26, the Authorised Capital of the Company has been increased
from -
Rs. 20,00,00,000 (Rupees Twenty Crores only) comprising of 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each aggregating to Rs. 18,00,00,000/- (Rupees Eighteen Crore only) and 20,00,000 (Twenty Lakhs) Preference Shares of Rs.10/- (Rupees Ten only) each aggregating to Rs. 2,00,00,000/- (Rupees Two Crores only) each, ranking pari-passu with the existing shares of the Company.
to -
Rs. 37,00,00,000 (Rupees Thirty- Seven Crores only) divided into 3,50,00,000 (Three Crore
Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs.
35.00. 00.000/- (Rupees Thirty-Five Crores only) and 20,00,000 (Twenty Lakhs) Preference Shares of Rs.10/ - (Rupees Ten only) each aggregating to Rs. 2,00,00,000/ - (Rupees Two Crores only) each, ranking pari-passu with the existing shares of the Company.
During the year under review, the paid-up share capital of the Company increased from Rs.
5.00. 09.000/- to Rs. 15,00,27,000/- consequent to the allotment of equity shares pursuant to the Rights Issue on 21st January, 2026, in accordance with the applicable provisions of Section 62(1)(a) of the Companies Act, 2013.
During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.
15. Alteration in Memorandum of Association
During the Financial Year 2025-26, the Company altered the Capital Clause of its Memorandum of Association ("MOA") to increase its Authorised Share Capital to facilitate the issuance of equity shares pursuant to the Rights Issue undertaken by the Company.
16. board of directors, key managerial personnel and committees
THEREOF
16.1 Board of Directors and Key Managerial Personnel
The Composition of Board of Directors and Key Managerial Personnel of the Company as on 31st March 2026 is as follows:
Sr. Name of Director no. and Key Managerial Personnel
16.2 Board of Directors
- Details of Board Meetings/Committee Meetings
The Board of Directors met nine (9) times during the year. The details as per Standard 9 of the Secretarial Standards-1 on Board meetings/committee Meetings held during the financial year 2025-26 are furnished below:
Board Meeting Dates
Audit Committee Meeting Dates
NRC Committee Meeting Dates
Stakeholders Relationship Committee Meeting Date
Independent Directors Committee Date
Risk Management Committee Date
Investment Committee Date
- Attendance of Directors at Meetings
Sr. No. Name of the Director
1 Mr. Naresh Gandhi
2 Mr. Sanjay Prabhu
3 Ms. Deepti Donkeshwar
4 Mr. Sabarinath Gopalakrish nan
5 Mr. Nityanand Shankar Nayak
6 Mr. Vivek S Kakati
7 Ms. Java Janardan
8 Mr. Vinu Mammen
9 Mr. Eugene Oommen Koshy
- Changes in Directors/ Key Managerial Personnel
- Changes in composition between the end of the financial year and the date of this report
- Retirement by Rotation
As per provisions of the Companies Act 2013, Mr. Venkatraman Venkitachalam (DIN-
05008694) retires by rotation at the ensuing Annual General Meeting of the Company and
being eligible seeks re-appointment. The Board of Directors recommend his reappointment
at the ensuing Annual General Meeting.
- Committee Meeting Independent Directors
During the year under review, the Independent Directors' meeting was held on
30th January, 2026 inter alia, to discuss:
1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;
2. Evaluation of performance of the Chairman of the meetings of the Company, taking into account the views of Executive and Non-Executive Directors.
3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
- Declaration from Independent Directors
All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.
In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.
- Familiarization program for independent directors
Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations read with Schedule IV of the Act, the Company has in place a Familiarization Program for its Independent Directors to acquaint them with the Company, their roles and responsibilities, the business model, operational aspects and governance framework of the Company. Through this program, the Independent Directors are provided with relevant information and insights to enable them to gain a comprehensive understanding of the Company's business and to contribute effectively to the Board and its Committees. The familiarization sessions are conducted through presentations, briefings and interactions with senior management, as and when required.
- Board evaluation
The performance of the board was evaluated by the board after seeking inputs from all the directors based on the 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 based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors based on the criteria such as the contribution of the individual director to the board and committee meetings.
In a separate meeting of independent directors, performance of non-independent directors, and performance of the board was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
- Policy on Director's appointment and remuneration
The current policy of the Company is to have an optimum combination of both executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.
The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, independence of director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website (www.trcfin.in). There has been no change in the policy since the last financial year. We avow that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
- Policies
All our policies are available on our website (https://.byldcapital.in//). The policies are
reviewed periodically by the Board and updated based on need.
16.3 Committees of Board of Directors - Audit Committee
The Audit Committee of the Board of Directors is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee plays a pivotal role in assisting the Board in ensuring the integrity of the Company's financial reporting process, the adequacy and effectiveness of internal financial controls, compliance with applicable laws and regulations, and the independence and performance of the internal and statutory auditors.
The Committee reviews the quarterly and annual financial statements, audit reports, related party transactions, internal audit findings, risk management framework, vigil mechanism, and other matters entrusted to it by the Board from time to time. It also monitors the effectiveness of the Company's governance and compliance framework and provides recommendations to the Board for strengthening internal controls and financial discipline.
The composition of the Audit Committee as on 31st March, 2026 is as follows:
Sr. no. Name of Member
1 Mr. Nityanand Nayak - Chairman
2 Mr. Vivek Ravindra Kakati
3 Mr. Eugene Oommen Koshy
- Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Board of Directors is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee is responsible for identifying and recommending individuals qualified to be appointed as Directors and Senior Management personnel, formulating the criteria for determining qualifications, positive attributes and independence of Directors, and recommending to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and Senior Management.
The Committee also oversees succession planning, evaluates the performance of the Board, its Committees and individual Directors, and ensures that the remuneration framework is aligned with the Company's business objectives, governance standards, and long-term stakeholder interests.
The composition of the Nomination and Remuneration Committee as on 31st March, 2026 is as follows:
Sr no.
1
2
3
- Stakeholders Relationship Committee
The Stakeholders' Relationship Committee of the Board of Directors is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee is entrusted with overseeing and resolving the grievances of shareholders and other security holders, including matters relating to the transfer and transmission of securities, issue of duplicate share certificates, dematerialisation and rematerialisation of shares, dividend-related matters, and other investor service requests.
The Committee also monitors the effectiveness of the investor grievance redressal mechanism and ensures timely and efficient resolution of stakeholder concerns, thereby enhancing investor confidence and maintaining high standards of corporate governance.
The composition of the Stakeholders' Relationship Committee as on 31st March, 2026 is as follows:
4
- Investment Committee
The Board of Directors has constituted the Investment Committee in accordance with the applicable regulatory requirements, including the guidelines issued by the Reserve Bank of India (RBI) for Non-Banking Financial Companies (NBFCs). The Committee is responsible for overseeing the Company's investment portfolio, reviewing and approving investment proposals within the delegated authority, monitoring investment performance, and ensuring that investment decisions are aligned with the Company's investment policy, risk appetite, and applicable regulatory framework.
The Committee also evaluates the quality and diversification of the investment portfolio and provides strategic guidance to ensure prudent investment management and compliance with the applicable RBI regulations and internal policies.
The composition of the Investment Committee as on 31st March, 2026 is as follows:
1.
2.
3.
- Risk Management Committee
Although the constitution of a Risk Management Committee is mandatory only for the top 1,000 listed entities under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company, being a Non-Banking Financial Company (NBFC), has constituted the Risk Management Committee in compliance with the applicable regulatory framework prescribed by the Reserve Bank of India (RBI).
The Committee assists the Board in formulating, implementing and monitoring the Company's enterprise-wide risk management framework. It oversees the identification, assessment, monitoring and mitigation of key risks, including credit, market, liquidity, operational, information technology, cybersecurity, compliance and other emerging risks. The Committee periodically reviews the effectiveness of the Company's risk management policies and internal control systems to ensure that the Company's risk profile remains aligned with its business objectives and regulatory requirements.
The composition of the Risk Management Committee as on 31st March, 2026 is as follows:
Sr. no.
- Independent Director Committee
The Board of Directors has constituted the Independent Directors' Committee to provide
objective and independent oversight of matters entrusted to it by the Board and to safeguard the interests of the Company and its stakeholders, particularly the minority shareholders. The Committee comprises only Independent Directors and functions in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable regulatory requirements, to the extent applicable.
The Committee reviews matters referred to it by the Board, provides independent guidance on governance and strategic issues, evaluates transactions involving potential conflicts of interest, where applicable, and promotes high standards of corporate governance, transparency, and accountability in the Company's decision-making process.
The composition of the Independent Directors' Committee as on 31st March, 2026 is as follows:
17. corporate social responsibility
The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of Corporate Social Responsibility are not applicable to the Company.
18. details of establishment of vigil mechanism and whistle blower
POLICY
The Company has adopted a Whistle Blower mechanism for directors and employees to report concerns about unethical behavior. The said policy has been posted on the website of the Company - https://byldcapital.in//
19. significant and material orders
There are no significant and material orders passed by the regulators, courts or tribunals impacting the functioning of the Company.
20. statutory auditors
In terms of Section 139 of the Companies Act, 2013, M/s. P.B. Shetty & Co., Chartered Accountants (FRN No. 110102W) were appointed as the Statutory Auditors of the Company at Annual General Meeting held on 27th September, 2023 for a term of three consecutive financial years.
Accordingly, the term of M/s. P.B. Shetty & Co., Chartered Accountants (FRN No. 110102W), expires at the ensuing Annual General Meeting.
M/s. Ford Rhodes Parks & Co LLP, Chartered Accountants (FRN No. 102860W/W100089), being eligible, have expressed their willingness to be re-appointed as the Statutory Auditors of the Company. The Company has received a certificate from them under Section 139 of the Companies Act, 2013, confirming their eligibility and willingness to accept the office, if appointed.
The Board of Directors recommends the appointment of M/ s. Ford Rhodes Parks & Co LLP, Chartered Accountants (FRN No. 102860W /W100089), at the ensuing Annual General Meeting for a term of three (3) financial years, to conduct the audit for FY 2026-27 to FY 2028-29, and to hold office until the conclusion of the Annual General Meeting of the Company to be held in FY 2029-30.
21. STATUTORY AUDITORS' REPORT
The Statements made by the Auditors in their report are self-explanatory and doesn't require any comments by the Board of Directors.
22. INTERNAL FINANCIAL CONTROL (IFC)
Your Company's internal control system (including Internal Financial Controls with reference to financial statements) ensures efficiency, reliability and completeness of accounting records and timely preparations of reliable financial and management information, compliance with all applicable laws and regulations, optimum utilization, and the protection of the Company's assets.
The Company has appointed Adithya & Vishwas., Chartered Accountants (FRN. 008943S) as the Internal Auditors as mandated under Section 138 of the Companies Act, 2013 for conducting the Internal Audit of the Company for the financial year 2025-2026.
23. FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT U/S. 143 (12)
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.
24. RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy which helps the Company in identification of risk, lays down procedure for risk assessment and procedure for risk mitigation.
25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Since the Company is a registered entity under the Reserve Bank of India to conduct the business of Non-Banking Financial Services, pursuant to the section of 186 (11)(a), (b) of the Companies Act, 2013, the company is exempted from complying with the provisions.
Further, details of Investments made by the Company during the year under review form a part of the financial statements.
26. PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND THE NON- EXECUTIVE DIRECTORS
During the year under review the company has not entered into any transaction with its Non-Executive Directors.
27. INTERNAL COMPLAINTS COMMITTEE
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.
The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee has been set up in compliance with the POSH Act.
The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review.
Sr. No
4.
5.
6.
Status of complaints as on March 31, 2026
-Filed during the financial year: NA -Disposed off during the financial year: NA -Pending at the end of the financial year: NA -Number of cases pending for more than 90 days: NA
Further, the Directors hereby declare that the Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.
29. MATERNITY BENEFIT
The Company declares that it has complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leaves continuity of salary and service during the leave period, and post- maternity support such as nursing breaks and flexible return to work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
30. AUDIT TRAIL
The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility but the same has not been operational throughout the year for all relevant transactions accorded in the software.
31. APPOINTMENT OF DESIGNATED PERSONS UNDER RULE 9(4) OF COMPANIES (MANAGEMENT AND ADMINISTRATION) SECOND AMENDMENT RULES, 2023
The Company has appointed Mr. Vinu Mammen (DIN - 10710860), Whole-Time Director as a designated person under Rule 9(4) of Companies (Management and Administration) Second Amendment Rules, 2023
32. COMPLIANCE WITH THE ICSI SECRETARIAL STANDARDS
The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meetings have been complied with by the Company.
33. DIRECTORS' RESPONSIBILITYSTATEMENT:
In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31st March 2026, the Board of Directors state that:
a. In the preparation of the Annual Accounts, the applicable accounting standards had been followed.
b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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.
e. The Directors had laid down internal financial controls to be followed by the Company and 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.
34. EXTRACT OF ANNUAL RETURN
As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2025-26 is uploaded on the Company's website and can be accessed at http: / / byldcapital.in/ /.
35. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed Priti J Sheth of M/s Priti J Sheth & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2025- 26 and to issue the Annual Secretarial Compliance report.
The Secretarial Audit Report for FY2025-26 is annexed as "Annexure A" and forms an integral part of this Report.
Pursuant to Regulation 24A of SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the
Company i.e. http:// byldcapital.in//. Pursuant to Regulation 24A of SEBI Listing Regulations, the Board of Directors at their meeting held on 27th May, 2026, subject to approval of the shareholders at the ensuing Annual General Meeting, have appointed Priti J Sheth of M/s Priti J Sheth & Associates, Practicing Company Secretaries as the Secretarial Auditors for a term of five (5) years commencing from FY 2026-27 at a remuneration to be mutually decided between the Board and Secretarial Auditors with power to the Board of Directors to increase the remuneration by 05%-10% per annum.
36. SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year 2025-26 forms part of Annual Report as "Annexnre A" to the Boards Report.
37. DIRECTORS COMMENT ON QUALIFICATION OR OBSERVATION
The responses of your directors on the observations made by the Secretarial Auditor are as follows: -
1) The Company delayed its submission of the annual listing fees to BSE beyond the timeline prescribed under the Listing Regulations - The company has paid the annual listing fees to BSE and strengthened its payment tracking to ensure future compliance.
2) There were few delays in submitting regulatory filings with the Reserve Bank of India (RBI) - The company has proactively regularised all filings and enhanced its internal compliance mechanisms to ensure strict, timely adherence to all regulatory standards moving forward.
3) The approval of shareholders for appointment of Mr. Venkatraman Venkitachalam (DIN: 05008694) and Mr. Eugene Oommen Koshy (DIN: 02357608) as Directors was obtained through Postal Ballot after the expiry of the prescribed period of three months from the date of their respective appointments. - The company has regularized the appointment as on date. While the procedural compliance was temporarily delayed due to upcoming plans for a name change of the Company and the intention to ratify the appointments in same general meeting. Consequently, the requisite resolutions for final ratification and approval were duly approved and passed by the shareholders via postal ballot on 15th May 2026.
38. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE
Priti J Sheth of M/s Priti J Sheth & Associates practicing Company Secretaries has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as "Annexure B"
39. CORPORATE GOVERNANCE
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance become applicable to a
listed entity having a paid-up equity share capital exceeding Rs. 10 crore or a net worth exceeding Rs. 25 crore.
During the Financial Year 2025-26, pursuant to the successful completion of the Rights Issue on 21st January, 2026, the paid-up equity share capital of the Company increased beyond the prescribed threshold of Rs. 10 crore. Accordingly, the provisions relating to Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 became applicable to the Company, and the Company has taken necessary steps to ensure compliance with the applicable governance requirements.
Our Corporate governance philosophy: Your Company's philosophy on Corporate Governance is based on the principles of integrity, transparency, accountability, and ethical business practices. The Company is committed to maintaining high standards of governance to safeguard the interests of all its stakeholders. It believes that effective corporate governance promotes sustainable growth, enhances operational efficiency, and strengthens stakeholder confidence. The Board and the Management strive to ensure fairness in all business dealings through responsible decision-making and transparent disclosures. The Company remains committed to complying with all applicable statutory and regulatory requirements while adopting governance practices that reflect global best standards. These principles continue to strengthen investor confidence and support the Company's long-term growth and value creation.
Pursuant to applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditor's Certificate confirming the compliance with the conditions of Corporate Governance is annexed to this report as "Annexnre C"
The Corporate governance report for the financial year ended on March 31, 2026 forms a part of this Annual Report.
40. details on conservation of energy, technology absorption and
FOREIGN EXCHANGE EARNINGS AND OUTGO
(A) conservation of energy
i. The Steps Taken or Impact on Conservation of Energy: The Company takes necessary measure to conserve energy at its offices premises.
ii. The Steps Taken by The Company for Utilizing Alternates Source of Energy:
NIL
iii. The Capital Investment on energy conservation equipment's: NIL
(B) technology absorption
i. The efforts made towards technology absorption :NIL
ii. The benefits derived like product improvement, cost reduction, product development or import substitution: NIL
iii. In case of imported technology (imported during last three years reckoned from beginning of financial year)
- Details of technology imported: Nil
- Year of Import: Nil
- Whether technology has been fully absorbed: Nil
- If not fully absorbed, areas where absorption has not taken place and the reasons thereof :Nil
iv. The expenditure incurred on Research and Development :Nil
( C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of foreign exchange earnings and outgo during the period under review is as under:
Foreign Exchange earned
Foreign Exchange used
41. CEO / CFO CERTIFICATION
Pursuant to Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) are required to furnish a compliance certificate to the Board of Directors upon the applicability of the Corporate Governance provisions.
As the provisions relating to Corporate Governance became applicable to the Company with effect from February, 2026, the CEO/CFO Certificate has been obtained in accordance with the aforesaid provisions and forms part of the Annual Report.
42. RELATED PARTY TRANSACTIONS
The details of Related Party Transactions entered into by the Company are annexed hereto in form AOC-2 as "Annexure D"
Further, the disclosure of Related Party Transactions in compliance with Accounting Standards form a part of notes to accounts.
43. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'), is presented in a separate section forming part of this Annual Report.
44. RESERVE BANK OF INDIA REGULATIONS
The Reserve Bank of India has classified the Company as "Category 'B' Non-Banking Finance Company".
The Company continues to comply with all the applicable regulation prescribed by the Reserve Bank of India ("RBI") from time to time.
45. MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.
46. PARTICULARS OF REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONS AND EMPLOYEES
The Company wishes to place on record its appreciation to the contribution made by the employees to the operations of the Company during the period.
Number of employees as on the closure of financial year:
Male
Female
Transgender
Total
During the year under review, there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.
Further, the details of the top 10 employees in terms of remuneration drawn pursuant to rule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules, 2014 shall be available at the registered office of the Company during the business hours and the details ratios of the remuneration of each Director to the median remuneration to the employees of the Company for the financial year are enclosed as "Annexure E" to the Board's Report.
47. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES
The Company has not entered in any of the agreements that it impacts management and control of the listed entity which are binding and not in normal course of business. Any other parties where listed entity is not a party has not been entered.
34. INSOLVENCY AND BANKRUPTCY CODE
No application has been made under the Insolvency and Bankruptcy Code.
The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.
35. DETAILS OF VALUATION
The requirement to disclose 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.
48. ACKNOWLEDGEMENT
Your Board wishes to place on record its sincere appreciation for the wholehearted support received from members, government authorities, bankers, consultants, and all other business associates. We look forward to continued support of all these partners in progress.
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