To,

The Members,

(Formerly known as Regency Trust Limited)

Your Directors' have pleasure in presenting Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS

Your Company financial performance during the year 2023-24 is summarized below:

(Amount in Thousands)

2. FINANCIAL SUMMARY

The Company earned a Total Income of Rs. 12300 (in thousands) during the FY 2023-24, as compared to the Total Income of Rs. 13101.50 (in thousands) earned in the previous FY 2022-23. The Company's Net profit for the Financial Year ended March 31, 2024 stood at 394.05 (in thousands) as against a Net loss of Rs. 4618.92 (in thousands) in the previous year.

3. CHANGE IN NAME OF THE COMPANY

On January 2, 2024 the approval of the shareholders was sought by way of Postal Ballot for Change in name of the company from "REGENCY TRUST LIMITED" to "BEFOUND MOVEMENT LIMITED" approved by ROC and yet be changed on BSE portal.

4. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

On January 2, 2024 the approval of the shareholders was sought by way of Postal Ballot for Shifting of Registered Office of the Company from the State of West Bengal to the State of Maharashtra and consequent alteration to the situation Clause of the Memorandum of Association of the Company application is yet to be implemented.

5. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there is no change in nature of business of the Company.

6. TRANSFER TO RESERVES

No amount is transferred to reserves by the company.

7. CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 10,00,00,000/- and the paid-up share capital of the Company is Rs. 1,00,00,000/-.

The Company has not issued any kind of shares or securities during the financial year under review. Therefore, there was no change in the share capital of the Company during the financial year under review.

8. DIVIDEND

With a view to strengthening the financial position of the Company, your Board have not recommended any dividend for the Financial Year 2023-24.

9. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits from public nor during the previous financial year.

10. BUY-BACK / SWEAT EQUITY / BONUS SHARES

The Company has neither bought back its shares nor has issued any sweat equity or Bonus shares during the year under review.

11. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the Employees.

12. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

The Company has not issued any debenture, bonds or non-convertible securities.

13. STATUTORY AUDITORS

Pursuant to section 139 of the Companies Act, 2013 M/s. L K Ajmera & Associates Chartered Accountants appointed as statutory auditor of the company to hold office for a period of five (5) financial years (for FY 2023-2024 till FY 2027-2028), i.e from conclusion of this Annual General Meeting till conclusion of Annual General Meeting to be held in the year 2028, at a remuneration to be determined by the Board of Directors and Auditors.

14. INTERNAL AUDITOR

In the Board Meeting held on August 31, 2023, Ms. Ankita Agawane, Internal Auditor of the company has resigned and the Board appointed new Internal Auditor Mr. Arun Mulya for a period of three years from FY 2023-2024 to FY 2025-2026.

Mr. Arun Mulya is the Internal Auditor of the Company for the FY 2023-24.

15. STATUTORY AUDIT REPORT

The Auditors' Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation. The Company has already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).

16. COST AUDITOR REPORT AND COST RECORD

Appointment of Cost Auditor and maintenance of cost records is not applicable to the company.

17. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s. Maithili Nandedkar & Associates, Practicing Company Secretaries, appointed as Secretarial Auditor in the Board Meeting held on held on August 12, 2021 to conduct the Secretarial Audit for the 3 (Three) financial years FY 2021-22 till FY 2023-24. Later on, M/s. Maithili Nandedkar & Associates changed their firm name to M/s. MNB & Co. LLP.

Therefore, M/s. MNB & Co. LLP, Practising Company Secretaries are the secretarial auditor for the financial year 2023-2024.

Further, the Board of Directors in their Board Meeting held on May 28, 2024 have reappointed MNB & Co. LLP Secretarial Auditor for a further period of 3 years from F.Y 2024-2025 upto F.Y 2026-2027.

The Secretarial Audit Report (MR-3) for the Financial Year 2023-2024 forms part of the Annual Report and attached herewith as Annexure- VI.

The Secretarial Audit report for the current year is self-explanatory, therefore does not require any further explanation and listing fees has not paid due to financial crises faced by the company.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143

There are no frauds reported by the Statutory Auditors of the Company under Section 143 (12).

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Companies Act, none of the Directors are liable to retire by rotation at the ensuing Annual General Meeting.

During the year under review, Mr. Ashok Surji Gangar (DIN: 06417144) has not attended any Board Meeting during the Financial Year 2023-24 and has been disqualified to act as Director of the Company.

20. ANNUAL RETURN

The Annual Return for the Financial year ended March 31, 2024 along with Notice of AGM is being uploaded on the website of the Company. The web link for the same is as under: https://www.regencytrust.co.in/index.html

21. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:

As on March 31, 2024 the Company does not have any subsidiary, associate or joint venture.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure II.

23. VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The web link for the policy is as under: https://www.regencytrust.co.in/index.html

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company as it does not fall within the purview of Section 135(1) of the Companies Act, 2013.

25. RELATED PARTY TRANSACTIONS

The company has borrowed interest free loan from its directors. The Related Party Transactions as per IND AS 24 are given in the notes to the financial accounts and forms part of the Annual Report as Form AOC-2 in Annexure- I.

The policy on Related Party Transactions is part of the website of the Company. The web link for the policy on related party transaction is as under: https://www.regencytrust.co.in/index.html

26. RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management.

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors form part of the website of the Company. The web link of Familiarization program is as under: https://www.regencytrust.co.in/index.html

28. MEETING OF BOARD OF DIRECTORS

Details of meeting of the board of directors is annexed.

29. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015, compliance of Corporate Governance is not mandatory. However, the company has complied with the provisions of Regulation 17 to 27 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent possible. A separate section on Corporate Governance forms part of the Directors' Report as stipulated in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is included in the Annual Report as Annexure IV.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report is annexed as Annexure V.

31. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Board hereby states that the Company has complied with all the applicable secretarial standards to the extent possible.

32. INDEPENDENT DIRECTOR'S MEETING

The Board of Directors of the Company meets once in every Financial Year without the presence of Executive Directors and Management of the Company. The role of the Directors is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

33. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act.

34. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

35. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIES ACT, 2013

Particulars of loans, guarantees and investments made by Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to the financial accounts forming part of the Annual Report. The loans and advances made by the Company, during the financial year under review, are within the limits prescribed in the section 186 of the Companies Act, 2013

36. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

Material changes subsequent to the end of the financial year are disclosed herein above.

37. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR

Material developments subsequent to the end of the financial year are disclosed herein above.

38. SIGNIFICANT AND / OR MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and/or material order was passed by any Regulator, any Court in India or any Tribunal, impacting the going concern status and the Company's operations in future.

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

As on March 31, 2024, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

40. 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.

There is no one time settlement done with bank or any financial institution.

41. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL EXPLAIN THE REASON THEREOF;

The trading of the company has not been suspended

42. NOMINATION AND REMUNERATION POLICY

An extract of the Company's policy relating to directors appointment, payment of remuneration and discharge of their duties. The web link to the Nomination and Remuneration Policy is as under: https://www.regencytrust.co.in/index.html

43. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee/Director who is in receipt of remuneration exceeding the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is available for inspection.

Having regard to the second proviso to rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, such particulars shall be made available to any shareholder on a specific request made by him in writing before the date of such Annual General Meeting. Any member interested in obtaining such information may write to the company. The same is annexed herewith as Annexure- III.

44. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the board, the independent directors fulfill the conditions specified in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company. The Independent Directors have complied with the code prescribed in schedule IV of the Companies Act, 2013.

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

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had constituted an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment against women. Mr. Ashok Gangar ceased to be director with effect from May 28, 2024 and hence the sexual harassment committee is re-constituted. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

46. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

47. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls besides timely statutory audit and limited reviews of performance taking place periodically.

48. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that:

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

(b) Appropriate accounting policies have been selected and applied consistently and have 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 for the Company for the year ended March 31, 2024;

(c) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

49. REGISTRATION WITH INDEPENDENT DIRECTORS' DATABANK

The Independent directors of the company are yet to be registered with Independent Director databank.

50. ACKNOWLEDGEMENT

Your Directors takes opportunity to show gratitude towards the assistance and cooperation received from Shareholders, Bankers and Regulatory Bodies.

For and on Behalf of the Board of Directors of

For Befound Movement Limited

(Formerly known as Regency Trust Limited)