Billionbrains Garage Ventures Ltd Directors Report

2. STATE OF THE COMPANYS AFFAIRS AND BUSINESS OVERVIEW

The Company is the largest and fastest-growing investment platform in India by active users on the National Stock Exchange. The Company operates a direct-to-customer digital investment platform offering a diversified suite of financial products and services supported by a robust inhouse technology infrastructure, the Company delivers a simple, efficient, and user-friendly investing experience through its mobile and web interfaces.

The Company adopts a customer-centric approach focused on long-term engagement. By providing timely market updates, research content, and personalized communication through various digital channels, it seeks to enhance customer participation and enable informed decision-making.

The products offered by the Company and its subsidiaries are broadly classified into:

a) Mutual Funds

The platform facilitates investments in direct mutual fund schemes across asset management companies in India, including Groww Mutual Fund, through both systematic investment plans (SIPs) and lump sum modes, without charging transaction fees to customers.

b) Broking Services

Broking services provide access to equity, commodities and bond markets. Users can trade in equities and derivatives listed on recognized stock exchanges, and participate in initial public offerings. The platform provides a fully digital journey supported by real-time data and analytical tools.

c) Other Products and Services

• Margin Trading Facility (MTF): The Company enables customers to purchase exchange-approved securities by partially funding trades, with the balance funded by the Company for a specified period. The platform provides transparent trade summaries, including funding details, interest, and applicable charges.

• Consumer Credit: Through the "Groww Credit" application, the Company offers:

- Personal loans; and

- Loans Against Securities (LAS), enabling customers to pledge their investments to access credit.

• 915 by Groww (Trading Terminal): An advanced trading platform designed for active traders, particularly in the derivatives segment, offering highspeed execution, real-time insights, and customizable trading tools.

• Groww Prime: A premium offering providing personalized insights, portfolio guidance, and research-backed recommendations in regular mutual funds to support long-term wealth creation for users.

• W by Groww: A dedicated offering for affluent customers, providing personalized portfolio insights, advisory services, and access to a diversified range of wealth management solutions.

The Company has its own payments and back office platforms which makes the experience of the users seamless.

3. KEY DEVELOPMENTS

a) Conversion of Company into Public Company

The Board of Directors approved the proposal for conversion of company from private limited company to public limited company by passing a resolution dated January 29, 2025 and subsequently the members approved by passing a special resolution dated February 21,2025.

The conversion was duly approved by the Registrar of Companies, Central Processing Centre (ROC, CPC), on April 11, 2025. Upon approval, a Certificate of Incorporation Consequent upon conversion to public company was issued in the name of Billionbrains Garage Ventures Limited, bearing Corporate Identification Number (CIN): U72900KA2018PLC109343. Further, post listing the CIN of the Company was updated to L72900KA2018PLC109343.

b) Initial Public Offering & Listing of Equity Shares of the Company

During the year under review, your Company initiated an Initial Public Offering (IPO) comprising a Fresh Issue of Equity Shares aggregating up to Rs. 10,600.00 million and an Offer for Sale of up to Rs. 55,723.01 million by certain existing members (collectively referred to as the "Offer").

The issue opened on November 04, 2025 and closed on November 07, 2025. The issue was led by Book Running Lead Managers, viz., Kotak Mahindra Capital Company Limited, J.P. Morgan India Private Limited, Citigroup Global Markets India Private Limited, Axis Capital Limited and Motilal Oswal Investment Advisors Limited.

Pursuant to the IPO, the equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) effective November 12, 2025.

Utilisation of IPO proceeds

During the year under review, the proceeds from the IPO were utilized in accordance with the objects stated in the Prospectus dated November 07, 2025, and in compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There were no deviations or variations in the utilization of the said proceeds from the stated objects of the Prospectus.

The Company has appointed CRISIL Ratings Limited as the Monitoring Agency and has obtained the requisite Monitoring Agency Reports. In line with the requirements of Regulation 32 of the SEBI Listing Regulations, the Company has duly submitted the necessary statements and reports to the stock exchanges, namely, NSE and BSE, within the prescribed timelines.

4. CREDIT RATING

Your Companys financial discipline and prudence is reflected in the strong credit ratings prescribed by credit rating agencies. The following credit ratings were assigned to the Company:

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5. AWARDS AND ACCOLADES

During the financial year 2025-26, Groww has received several prestigious awards and honours, reflecting excellence across various domains as below:

• In October 2025, Groww received 4 awards from Bombay Stock Exchange under the following categories:

- Best SIP Performer

- Best Performer in Fintech

- Best Performer in Equity (Retail)

- Best Performer in Equity Derivatives (Retail)

• In December 2025, Mr. Lalit Keshre, Whole-Time Director, and CEO, was named Entrepreneur of the Year at the ET Awards for Corporate Excellence 2025.

• In February 2026, Mr. Harsh Jain, Whole-Time Director, received the Zee Real Heroes Award 2026.

• In March 2026, Groww was awarded Startup of the Year at Forbes India Leadership Award.

6. DIVIDEND

7. TRANSFER TO GENERAL RESERVES

The Board has not proposed to transfer any amount to the general reserve for the financial year ended March 31, 2026.

8. SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND JOINT VENTURE COMPANIES

a) As on March 31,2026, the Company has 12 (Twelve) direct subsidiaries, 4 (Four) step-down subsidiaries and 1 (one) associate, and does not have any joint venture.

b) During the year under review, the following Companies were incorporated or added as a Wholly-Owned Subsidiary or Step-Down Subsidiary:

• Finwizard Technology Private Limited (Finwizard) - The Company acquired Finwizard w.e.f. October 03, 2025 and it became Wholly-Owned Subsidiary w.e.f October 03, 2025. Further, Winiin Taxscope Private Limited, Finwizard Securities Private Limited and Finwizard Technology Services Private Limited, being Wholly-Owned Subsidiary of Finwizard, became Step-Down Subsidiary of the Company from the said date.

• Groww Foundation (Section 8 Company) - was incorporated on February 02, 2026 being company limited by Guarantee and Wholly- Owned Subsidiary of the Company. Groww Foundation shall, inter alia, undertake activities relating to social development, education, environmental sustainability, research, culture, community engagement, and other philanthropic initiatives.

c) The Company has entered into a Share Subscription and Share Purchase Agreement (SSPA) and a Shareholders Agreement (SHA) with Groww Asset Management Limited (Groww AMC) (a wholly-owned subsidiary) and State Street Global Advisors, Inc. (SSGA) for a proposed investment in Groww AMC. Pursuant to the SSPA, SSGA has agreed to invest up to Rs. 5,800.27 million through a combination of secondary share purchase and primary subscription, resulting in a dilution of up to 23% of the fully diluted share capital of Groww AMC, subject to necessary regulatory approvals; however, upon completion of the transaction, SSGA will not hold more than 4.99% of the aggregate voting power in Groww AMC. Consequently, upon consummation of the proposed transaction, Groww AMC will cease to be a Wholly- Owned Subsidiary but will continue to remain a Subsidiary of the Company.

In accordance with the Companies Act, 2013 read with rules framed thereunder, a statement containing the salient features of the financial statements of the subsidiaries of the Company in form AOC-1 is annexed as Annexure I.

9. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business during

the year under review.

10. SHARE CAPITAL

Authorised Share Capital

As on March 31, 2026, the Authorized Share Capital of

the Company is 5000,00,00,000 (Rupees Five Thousand

Crores Only) comprising of:

(a) 2332,50,00,000 (Two Thousand Three Hundred and Thirty-Two Crores and Fifty Lakhs) Equity Shares of 2 (Rupees Two Only) each;

(b) 33,50,00,000 (Thirty-Three Crores Fifty Lakhs) Preference Shares of 10 (Rupees Ten Only) each.

The changes in Authorised Share Capital during the year:

(i) The Board and members at their respective meetings dated February 20, 2025, and March 04, 2025, subject to obtaining the requisite regulatory approvals, approved the reclassification of Class A equity shares into (ordinary) equity shares.

Post receiving the requisite regulatory approval on April 03, 2025, the Board approved the resolution for the extinguishment of the Class A equity shares and issued the ordinary equity shares to the Class A shareholders. The newly issued ordinary equity shares carry identical rights, preferences, privileges, voting powers, and restrictions as the existing ordinary equity shares.

(ii) During the year under review, the members vide their resolution dated May 06, 2025, amended the capital clause in Memorandum of Association by reclassifying the Class A Equity Shares into Equity Shares and increased the Authorised Share Capital from Rs. 2000,00,00,000 (Rupees Two Thousand Crores Only) to Rs. 5000,00,00,000 (Rupees Five Thousand Crores Only) comprising of:

(a) 2332,50,00,000 (Two Thousand Three Hundred and Thirty-Two Crores and Fifty Lakhs) Equity Shares of Rs. 2 (Rupees Two Only) each;

(b) 33,50,00,000 (Thirty-Three Crores Fifty Lakhs) Preference Shares of Rs. 10 (Rupees Ten Only) each.

Issued, Subscribed and Paid-up share Capital:

The Issued, Subscribed and Paid-up share capital of the Company as on March 31, 2026, is 6,273,596,631 Equity Shares of face value of 2 each amounting to 12,54,71,93,262 (Rupees One Thousand Two Hundred and Fifty-Four Crores Seventy- One Lakhs Ninety-Three Thousand Two Hundred and Sixty-Two).

The changes during the year were as follows:

1 The Company allotted 100,000,000 equity shares of Rs. 2 each to the Groww Employee Welfare Trust in connection with its ESOP Scheme 2024, to facilitate transfer of shares upon exercise by employees. As on March 31, 2026, 17,980,291 shares have been transferred to employees upon exercise of vested options, and the Groww Employee Welfare Trust holds the remaining 82,019,709 shares.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL Board of Directors

During the year under review, the Board of Directors of the Company consisted of nine Directors, comprising four Executive Directors, one Non-Executive Director (Nominee), and four Non-Executive Independent Directors. The Board includes two women Non- Executive Independent Directors. The composition of the Board is in compliance with the provisions of Section 149 of the Companies Act, 2013, and Regulation 17 of the SEBI Listing Regulations. None of the Directors are disqualified or debarred from holding or continuing in office as a Director under Sections 164(1) or 164(2) of the Companies Act, 2013. The details of the Board composition as on March 31, 2026 are provided below:

*Mr. Ashish Agrawal, Non-Executive Director (Nominee) has resigned from the Board effective from April 20, 2026. As on date of signing of this report, the Board consists of eight Directors, comprising of four Executive Directors, and four Non-Executive Independent Directors including two women Non-Executive Independent Directors.

Appointment / re-appointment or redesignation or resignation of Director(s)

During the year under review, Mr. Lalit Keshre, Mr. Ishan Bansal, Mr. Harsh Jain, and Mr. Neeraj Singh were appointed as Whole-Time Directors of the Company for a period of five years, effective April 08, 2025. Their appointments were approved by the members at the Extra-Ordinary General Meeting held on May 06, 2025. Further, Mr. Ashish Agrawal was re-designated as Nominee Director w.e.f. April 08, 2025.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Neeraj Singh (DIN: 07701992) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Neeraj Singh (DIN: 07701992) as Director for shareholders approval at the ensuing AGM. A brief profile, expertise of Director and other details as required under the Companies Act, 2013, Regulation 36 of the SEBI Listing Regulations and Secretarial Standards - 2 notified by Ministry of Corporate Affairs related to the Director proposed to be reappointed is annexed to the Notice convening the 8th AGM.

During the year under review, the Non-Executive/ Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Post completion of financial year under review, Mr. Ashish Agrawal, Non-Executive Director (Nominee) has resigned from the Board effective from April 20, 2026.

Key Managerial Personnel as on March 31,2026

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and Section 203 of the Companies Act, 2013 are as follows:

$Mr. Neeraj Singh was appointed as Whole-Time Director w.e.f. April 08,2025and the same was approved by members on May06,2025. "Mr. Roshan Dave was redesignated as KMP and Compliance Officer w.e.f. April 08,2025.

12. BOARD MEETINGS

During the financial year under review the Board met 19 (Nineteen) times. The intervening gap between any two Board meetings were within the period prescribed by the Companies Act, 2013 and SEBI Listing Regulations. Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report forming part of this Annual Report.

13. COMMITTEES OF THE BOARD

The Board has constituted the following committees on April 08, 2025, which are in compliance with the requirements of the relevant provisions of the Companies Act, 2013 and SEBI Listing Regulations:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Risk Management Committee

e) Corporate Social Responsibility Committee

Details of meetings of the Board Committees held during the financial year 2025-2026 along with information relating to attendance of each Director/Committee member is provided in the Corporate Governance Report, which forms part of this Annual Report.

14. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has implemented a formal, structured, and transparent process for the annual evaluation of the performance of the Board as a whole, its various committees, the chairperson of the Board, and individual directors including independent directors.

17. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and appended as Annexure II to this Report.

18. AUDITORS AND AUDIT REPORT Statutory Auditors

The Members of the Company in their Annual General Meeting (AGM) held on September 25, 2023, approved the appointment of M/s. BSR & Co. LLP, Chartered Accountants, (101248W/W-100022), as the Statutory Auditors of the Company for the term of five years commencing from the Financial Year 2023-24 until the conclusion of the 10th Annual General Meeting of the Company to be held in the year 2028.

The statutory auditors have confirmed that they are not disqualified from continuing as auditors of the Company.

The Auditors Report both on standalone and consolidated annual financial statements of the Company for the financial year ended March 31, 2026, forms part of the Annual Report. The said reports were issued by the Statutory Auditors with an unmodified opinion and do not contain any qualifications, reservations or adverse remarks. During the year under review, the Auditors have not reported any incidents of fraud to the Audit Committee under Section 143(12) of the Companies Act, 2013. The notes referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation and comments.

Secretarial Auditors

In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time and Regulation 24A of the SEBI Listing Regulations, your Company had appointed M/s Nilesh Shah & Associates, Practising Company Secretaries (FRN P2003MH008800) to conduct the Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report of your Company does not contain any qualification, reservation, adverse remark or disclaimer.

Further, in compliance of Regulation 24A of the SEBI Listing Regulations, Companys unlisted material subsidiaries had also undergone a Secretarial Audit and the Secretarial Audit Reports of the Company and its unlisted material subsidiaries thereto in the prescribed Form No. MR-3 is attached as Annexure III(A), Annexure III(B) and Annexure III(C) forming part of this Report.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, the Board at its meeting held on April 20, 2026, based on recommendation of the Audit Committee, has approved the appointment of M/s Nilesh Shah & Associates, Practising Company Secretaries (FRN P2003MH008800) as Secretarial Auditors of the Company for a term of five consecutive years commencing from financial year 202627 till financial year 2030-31, subject to approval of the Members at the ensuing AGM.

M/s Nilesh Shah & Associates have given their consent and confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the eligibility criteria.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down a systematic framework of Internal Financial Controls (IFC) designed to ensure the orderly and efficient conduct of its business operations. These controls encompass adherence to Company policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

I nternal Financial Controls are an integral part of the Companys overall risk management and governance framework. They address both financial and operational risks and are commensurate with the size, scale, and

complexity of the Companys operations. These controls are designed not only for effectiveness but are also tested periodically to ensure their continued operational efficiency.

The internal financial control system over financial reporting ensures that all transactions are appropriately authorized, accurately recorded, and reported in a timely manner, in compliance with applicable accounting standards. Key controls have been documented, automated where feasible, and integrated into relevant business processes to enhance reliability and efficiency.

The Board is of the opinion that the internal financial controls with reference to the financial statements were adequate and operating effectively during the reporting period.

20. RISK MANAGEMENT POLICY

Risk Management is an integral part of the Companys strategy for achieving long-term goals. The Company and its subsidiaries are exposed to various internal and external risks including liquidity risk, market risk, credit risk, operational risk, strategy risk, regulatory & compliance risk, reputational risk, business continuity risk, risk emanating from cyber security, legal risk, competition risk and third party risks, among others. To effectively address these challenges, the Company has established a comprehensive risk management policy to identify, assess, evaluate, mitigate and manage the risks that are encountered during the conduct of business activities, which may pose significant loss or threat to the Company. The Risk Management Committee oversees the implementation of the policy and its periodic review.

21. EMPLOYEE STOCK OPTION SCHEME

Your Company grants Employee stock options that would enable the employees to share the value they create for the Company in the years to come. Accordingly, pursuant to the approval of the Board and the members of the Company and in terms of the provisions of applicable laws, your Company has duly implemented the Billionbrains Garage Ventures Limited Employees Stock Option Scheme 2024 ("ESOP Scheme 2024").

The Nomination and Remuneration Committee is entrusted with the responsibility of administering the ESOP Scheme 2024.

During the year under review, prior to the Initial Public Offer (IPO) of its equity shares, your Company amended the ESOP Scheme 2024 of the Company by passing special resolutions at its Extra - Ordinary General Meeting held on May 06, 2025 so as to meet the regulatory requirements, as mandated by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") and also subsequently, the name of the stock option plan was revised to Billionbrains Garage Ventures Limited Employees Stock Option Scheme 2024.

Further, subsequent to the IPO and in accordance with Regulation 12(1) of the SEBI SBEB Regulations, the ESOP Scheme 2024 was ratified by the members by way of postal ballot on January 18, 2026. The Company also approved a change in the mode of implementation of the ESOP Scheme from the direct route to the trust route. Subsequent to the members approval, there have been no material changes to the ESOP Scheme, and the same is in compliance with the provisions of the SEBI SBEB Regulations and other applicable laws.

The Company has also obtained a certificate from the Secretarial Auditors confirming that ESOP Scheme 2024 have been implemented in accordance with the SEBI SBEB Regulations and the resolutions passed by the members of the Company. The said certificates will be made available for inspection for the members electronically during the AGM of the Company.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility Committee (CSR Committee) in accordance with the provisions of the Companies Act, 2013.

As on March 31, 2026, the CSR Committee consists of four Directors including two Non-Executive Independent Directors. However, as on the date of this report, the CSR Committee consists of one Executive Director and two Non-Executive Independent Director. The Composition including other details is given in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from

time to time, and read with CSR Policy of the Company, the Company is required to spend two percent of the average net profit of the Company for three immediately preceding financial years calculated as per Section 198 of the Companies Act, 2013 on the activities and programs fulfilling its Corporate Social Responsibilities.

23. RELATED PARTY TRANSACTION

All the Related Party Transactions were placed before the Audit Committee for its review on a quarterly basis. An omnibus approval of the Audit Committee had been obtained for the related party transactions which were repetitive in nature. During the year under review, the Company had not entered into any contract/ arrangement/transaction with the related parties which could be considered material.

The particulars of material contracts or arrangements with related parties which fall within the purview of Section 188(1) of the Companies Act, 2013, are mentioned in Form AOC - 2 appended to this Report as Annexure V.

The related party transactions as required under Ind AS - 24 are reported in note no. 29 to the Standalone Financial Statements and note no. 30 to the Consolidated Financial Statements of the Company.

The Company in terms of Regulation 23 of the SEBI Listing Regulations, submits the disclosures of related party transactions on a consolidated basis to the stock exchanges.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

-that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and f prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2026, and of the profit of the Company for the year ended on March 31, 2026.

iii. that 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.

iv. that the Directors had prepared the annual accounts on a going concern basis.

v. that the Directors, being of a listed company, have laid down internal financial controls to be followed by the Company and have ensured that such internal financial controls are adequate and operating effectively.

vi. that 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.

25. VIGIL MECHANISM/WHISTLE BLOWER

In exceptional and appropriate cases, a whistle blower may directly approach the Chairperson of the _f Audit Committee.

26. DETAILS ON CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

a) Conservation of energy

Your Company continues to demonstrate its commitment to energy efficiency and environmental responsibility by strengthening its efforts in the area of energy conservation. While the nature of operations in the technology services sector is not energy-intensive, your Company actively pursues opportunities to reduce energy consumption and enhance sustainability within its business environment.

The Company continuously explores and adopts energy- efficient measures across its operations, with a strong emphasis on leveraging the latest technologies to ensure high service quality while minimizing energy use. From the design of workspaces to the selection of IT infrastructure, energy efficiency remains a key consideration.

All computing equipment and office hardware procured by the Company are carefully evaluated to ensure compliance with global environmental and energy efficiency standards such as Energy Star or equivalent certifications. The Company ensures optimum utilization of such assets and encourages responsible usage practices among employees.

Additionally, the Company has instituted a systematic and ongoing process for identifying and phasing out older, less energy-efficient equipment. This includes the planned replacement of outdated machinery such as computers, air conditioners, uninterruptible power supply (UPS) systems, and other critical office infrastructure with newer, energy- efficient alternatives. This phased replacement strategy not only helps reduce energy consumption but also enhances overall operational efficiency and reliability.

Beyond equipment upgrades, the Company also promotes energy-conscious behavior among its workforce through internal communication and awareness initiatives. Office premises are equipped with energy-saving features such as LED lighting, occupancy-based sensors, and optimized climate control systems.

Through these initiatives, your Company reinforces its dedication to responsible environmental practices and sustainable business operations.

b) Technology absorption

The Company continues to stay abreast of technological advancements by proactively integrating emerging innovations across all business domains, operational workflows, and support functions. Our commitment to a technology-first approach underpins every aspect of our strategy, ensuring that we remain agile, competitive, and forward-looking in a rapidly evolving digital landscape.

We are steadily accelerating our digital transformation journey, focusing on creating intuitive and seamless user

experiences across all customer-facing platforms. From onboarding to execution, the Company has prioritized the development of frictionless digital interactions, ensuring consistent engagement and service excellence at every touchpoint.

Our strategic emphasis lies in building robust, scalable, and secure in-house technological capabilities. This enables us to innovate rapidly, tailor solutions to meet evolving customer expectations, and maintain greater control over our product roadmap. The Company consistently introduces enhanced features and functionalities within its trading and investment platforms, delivering a more personalized, efficient, and enriched experience to users.

In line with our commitment to operational resilience, the Company has also significantly enhanced its IT Disaster Recovery (DR) infrastructure. By implementing redundant systems, real-time replication, and periodic DR drills, we ensure business continuity, high system uptime, and uninterrupted service delivery even under adverse conditions.

Looking ahead, we remain focused on leveraging cutting- edge technologies such as artificial intelligence, data analytics, and automation to further strengthen our digital ecosystem and deliver long-term value to all stakeholders.

c) Foreign exchange earnings and Outgo

During the financial year 2025-26, the total foreign exchange earnings of the Company were 0.18 million and the total foreign exchange outgo was 930.23 million.

27. STATUTORY DISCLOSURES

i. DISCLOSURE OF MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not applicable to the Company.

ii. ANNUAL RETURN

iii. MATERIAL CHANGES AND COMMITMENTS, IF ANY

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 of the Company and the date of the report.

iv. MATERIAL ORDERS PASSED BY THE REGULATOR/COURT

During the year under review, there is no significant and material order passed by the regulators or courts or tribunals impacting on the going concern status and Companys operations in future.

v. APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THE DETAILS OF ONE-TIME SETTLEMENT

The Company has no pending or ongoing proceedings under the Insolvency and Bankruptcy Code, 2016 and has not entered into any one-time settlement with any Bank or Financial Institution.

vi. COMPLIANCES UNDER FEMA

The Company being a foreign owned or controlled company has complied with the provisions of the Foreign Exchange Management Act, 1999 ("FEMA") read with the Foreign Exchange Management (Nondebt Instruments) Rules, 2019 ("NDI Rules") for the downstream investment made in other Indian entities. The Company has obtained a certificate confirming compliance with FEMA read with the NDI Rules from M/s. BSR & Co. LLP, Chartered Accountants, (FRN:101248W/W-100022), Statutory Auditors of the Company.

vii. TRANSFER OF UNCLAIMED / UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, the Company was not required to transfer any funds and equity shares to the investor education and protection fund as per the provisions of Section 125 of the Companies Act, 2013.

viii. CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance for the financial year 2025-26 along with a certificate from the Secretarial Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations forms part of this Annual Report as Annexure VI.

ix. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations forms part of this Annual Report.

x. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) read with Regulation 3 of SEBI Listing Regulations, the Business Responsibility and Sustainability Report, for the financial year 20252026 is not applicable to the Company.

xi. DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act, 2013 or the details of deposits which are not in compliance with Chapter V of the Companies Act, 2013 is not applicable.

xii. LOAN FROM DIRECTORS OR THEIR RELATIVES

During the year under review, there are no loan taken from the Directors or their relatives by the Company.

xiii. SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and as notified by the Ministry of Corporate Affairs.

xiv. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 and Regulation 34 read with Schedule V of the SEBI Listing Regulations during the year under review are reported in note nos 5, 6, 9 and 27 of the Audited Standalone Financial Statements.

xv. INSTANCES OF NON-EXERCISING OF VOTING RIGHTS (DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013)

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

During the year under review, the Company has not bought back its shares.

xvi. EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES

During the financial year under review, the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms of the Companies Act, 2013.

xvii. MATERNITY BENEFIT

The Company complies with the provisions of the Maternity Benefits Act, 1961, ensuring eligible women members receive the necessary benefits as provided under the Maternity Benefit Act, 1961. These benefits reflect our commitment to creating a compliant, inclusive, and supportive workplace that prioritizes the health and well-being of expecting and new mothers.

xviii. 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 & Redressal) Act, 2013 (POSH Act) and its Rules, the Company has established a strict no-tolerance policy against any form of sexual harassment of women at the workplace. To address and resolve complaints under the POSH Act, the Company has constituted an Internal Complaints Committee(s) (ICCs). Regular training and awareness programs are conducted throughout the year to foster sensitivity and promote a respectful work environment.

During the financial year 2025-26, there were no complaints pending at the beginning of the year, and no complaints were received from any employees of the Company under this Policy during the year.

28. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors wish to thank employees, customers, partners, suppliers, and members and investors for their continued support and co-operation.