Geojit Financial Services Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 32 nd Annual Report of the Company for the financial year ended 31 st March, 2026

FINANCIAL HIGHLIGHTS

Particulars		Standalone		Consolidated
	2025-26	2024-25	Change	2025-26	2024-25	Change
			(%)			(%)
Total Revenue	52,750.89	44,106.17	20	67,596.02	74,932.20	(10)
Total Expenditure	42,531.52	37,019.14	15	55,887.58	52,663.39	6
Profit before exceptional items and tax	10,219.37	7,087.03	44	11,708.44	22,268.81	(47)
Exceptional items	(758.34)	-	(100)	(885.63)	-	(100)
Profit before tax	9,461.03	7,087.03	34	10,822.81	22,268.81	(51)
Total Tax Expenses	2,469.53	1,743.67	42	2,882.40	5,573.83	(48)
Profit from discontinued operations - 10,341.87			-	-	-	-
Share of Profit/loss in Associate	-	-	-	417.60	553.70	(25)
Profit for the year	6,991.50	15,685.23	(55)	8,358.01	17,248.68	(52)
Total Comprehensive Income	6,978.25	15,603.49	(55)	8,479.73	17,183.83	(51)

FINANCIAL HIGHLIGHTS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Indian Subsidiaries ( in lakhs)

Company Name	FY 2025-26	FY 2025-26	FY 2025-26
	Total income	Total Expense	Profit / Loss
			for the year
Geojit Investments Ltd.	36,246.08	35,981.31	168.26
Geojit Technologies (P) Ltd	3,326.20	1,777.64	1,117.19
Geojit Credits (P) Ltd	1,092.27	816.93	275.34
Geojit Fintech (P) Limited	336.68	412.69	(73.55)
Geojit IFSC Limited	443.20	446.91	(3.71)

Overseas Subsidiaries, joint ventures & Associates ( in lakhs)

	Total income	Total Expense	Profit / Loss
			before tax
Barjeel Geojit Financial Services LLC*	1,507.14	1,109.00	398.14
Qurum Business Group Geojit Securities LLC	546.74	476.20	70.54
BBK Geojit Business Consultancy and	90.29	70.83	19.46
Information KSCC*
Geojit Private Wealth (DIFC) Ltd	0	237.82	(237.82)

*The income and expenses presented in the table above represent the Companys proportionate share in joint venture/Associates. In the Consolidated financial statements, Barjeel Geojit and BBK Geojit using equity method of accounting Accordingly, the total income and total expense do not directly get consolidated. Only the share of GFSL in total gain / (loss) is consolidated into P&L.

REVIEW OF PERFORMANCE

On a consolidated basis your company earned a total income of 67,596.02 lakhs for the financial profit before tax of 10,822.81 lakhs and a net profit of 8,358.01 lakhs.

On a standalone basis, the basic earnings per share (EPS) stood at 2.51 from continuing operations compared to 1.97 in the previous year.

DIVIDEND

The Board at their meeting held on April 29, 2026 has recommended a final dividend of 1.50 per equity share for the financial year 2025-26. The proposal is subject to the approval of the shareholders of the Company at its ensuing Annual General Meeting to be held on Friday July 24, 2026.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

STATE OF COMPANYS AFFAIRS AND OPERATIONS

During FY26, the Company undertook deliberate and strategic investments aimed at strengthening its long term growth platform and building a scalable, future ready operating model. Investments were directed towards technology transformation, expansion of the distribution network, and brand building initiatives, which impacted profitability for the year but were aligned with the Companys growth priorities. Despite these planned investments, business fundamentals remained resilient, with growth in distribution income, improvement in mutual fund net inflow market share, and steady client acquisition.

The Companys client base and assets under management continued to expand, supported by a strengthened workforce and stable international operations, including the Middle East, notwithstanding a challenging geopolitical environment. These initiatives position the Company to benefit from the long term opportunity arising from increased financialization of savings and underpenetrated markets, with operating leverage expected to support improved growth and profitability over the medium term.

TRANSFER TO RESERVE

The Company does not propose to transfer amounts to the general reserve.

INCREASE IN SHARE CAPITAL

During the year under review, the paid-up share capital of the Company increasedyear, from 27,90,25,452/- divided into 27,90,25,452 equity shares of 1/- each to, 27,91,22,119/- divided into 27,91,22,119 equity shares of 1/- each consequent to the issue of 96,667 equity shares to employee(s) upon exercise of stock options under Employee Stock Option Scheme 2017 of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2026, following are the subsidiaries/ associates/joint ventures of the Company:

Subsidiaries: i. Geojit Credits Private Limited ii. Geojit Technologies Private Limited iii. Geojit Fintech Private Limited (Formerly known as Geojit Techloan Private Limited) iv. Geojit IFSC Limited v. Geojit Investments Limited vi. Qurum Business Group Geojit Securities LLC vii. Geojit Private Wealth (DIFC) Ltd

Joint Ventures: i. Barjeel Geojit Financial Services L.L.C ii. Aloula Geojit Capital Company (under process of liquidation)

Associates: i. BBK Geojit Business Consultancy and Information

KSCC (Formerly known as BBK Geojit Securities KSCC).

The consolidated financial statements of the

Companies are prepared in accordance with the

Indian Accounting Standards (IndAS) notified under

Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division III of Schedule III of the Act, (Ind AS compliant Schedule III), as applicable to the consolidated financial statements and the same forms an integral part of this Report.

Pursuant to Section 129 (3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries, for the Financial Year 2025-26 is given in Form AOC-1 which forms an integral part of this Annual Report.

In accordance with Section 136(1) of the Act, the Annual Report of your Company containing inter alia, financial statements including consolidated financial statements has been placed on the Companys website at www.geojit.com. Further, the financial statements of the subsidiaries are also placed on the Companys website at www.geojit.com.

Any member desirous of inspecting or obtaining copies, of the audited financial statement including the consolidated financialstatements of the Company, audited financial statements of the subsidiary companies, may write to the Company Secretary at companysecretary@geojit.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Inductions

• Mr. Mir Mohammed Ali IAS was appointed as Nominee Director – Non - Executive in place of Mr. Harikishore S IAS, w.e.f 06.05.2025.

• Mr. Vishnuraj P IAS was appointed as Nominee Director – Non - Executive in place of Mr. Mir Mohammed Ali IAS, w.e.f. 24.09.2025.

II. Re-appointments, Retirements and Cessation

Ms. Alice Geevarghese Vaidyan (DIN:

07394437) was reappointed as Non-Executive Independent Director of the

Company for a second term of effective from August 04, 2025.

• In accordance with the provisions of the Companies Act, 2013, Mr. Punnoose George

(DIN: 00049968) is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, has offered himself for re-appointment.

• Mr. Radhakrishnan Nair retired from the post of Non – Executive Independent Director w.e.f. 24.10.2025.

• Mr. A Balakrishnan retired from the post of Executive Director w.e.f 20.10.2025.

BOARD MEETINGS

The Board of Directors met 7 (seven) times in the financial year 2025-26. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Audit Committee is constituted with three Non- Executive Independent Directors comprising of Mr. Binoy Varghese Samuel as Chairman, Prof. Sebastian Morris and Ms. Alice Vaidyan as other Committee Members. The Committee met 4 (four) times in the financial year 2025-26. The details of meetings and the attendance of the members are provided in the Corporate Governance Report.

COMPOSITION AND MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee constituted with three Non- Executive Independent Directors comprising of Ms. Alice Vaidyan as the Chairperson, Prof. Sebastian Morris and Mr. Vishnuraj P IAS as other Committee Members. The Committee met 3 (three) times in the financial year 2025-26.

The details of meetings and the attendance of the members are provided in the Corporate Governance Report.

COMPOSITION AND MEETINGS OF

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee constituted with Mr. Rajan Medhekar - Non – Executive Independent Director as Chairman, Mr. C J George –

Chairman & Managing Director and Mr. Satish Menon -

Executive Director as other committee members. The

Committee convened once during the financial year

2025–26. The details of meetings and the attendance of the members are provided in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS years

Pursuant to the provisions of Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, its committee and individual Directors. Assessment for evaluation of performance of Board, its committees and individual directors were prepared based on various aspects, which among other parameters, included competency, experience and diversity of Board members, effectiveness of its governance practices, conducting of meetings etc.

Further the Independent Directors, at their meetings held during the year, reviewed the performance of the Board, the non-Independent Directors and the Chairman.

CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

The Board has adopted a Code of Conduct for

Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior

Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Chairman and Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Companys website.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations of the Independent Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination & Remuneration Committee

/ Corporate Social Responsibility Committee / Stakeholders Relationship Committee/ Enterprise Risk Management Committee/ Management

Committeeonvariousrelatedmatters,whereDirectors have interactive sessions with the Management.

The details on the Companys familiarization programmeforIndependentDirectorscanbeaccessed at https://www.geojit.com/investor-relations.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/ she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and in terms of SEBI

(Listing Obligations & Disclosure Requirements)

Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 and based on the representations received from the

Management, your Directors state that: i. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same; ii. the Directors have selected such accounting te of Statutory Auditorcertifica policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March

31, 2026 and of the profit of the company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. the Directors have prepared the annual accounts on a going concern basis; v. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY RELATING TO DIRECTORS APPOINTMENT

The Company with the approval of Nomination &

Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board.

MANAGEMENTS DISCUSSION & ANALYSIS

The Managements Discussion and Analysis is given separately and forms part of this Annual Report.

BUSINESSRESPONSIBILITY&SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance forms part of this Annual Report. A

of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return

(Form MGT-7) for the financial year ended March 31,

2026, is available on the Companys website and can be accessed at www.geojit.com.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, M/s. Satheesh & Remesh -

Company Secretaries in Whole-time Practice, Kochi were appointed as Secretarial Auditor for a term of five consecutive years commencing from FY 25-26, to undertake the secretarial audit of your Company.

Secretarial Audit Report for the company and its material subsidiaries for FY 25-26 is annexed to this report as Annexure I .

There are no audit qualifications in the said Secretarial

Audit Reports.

AUDITORS

At the Annual General Meeting held on July 30, 2021,

M/s. B S R & Associates LLP, Chartered Accountants, were re-appointed as the Statutory Auditors of the of the Company to hold

Thirty Second Annual General Meeting.

M/s. B S R & Associates LLP will complete two consecutive terms of five years each as the Statutory

Auditors of the Company at the conclusion of the Thirty Second Annual General Meeting to be held on July 24, 2026, and shall thereafter retire in accordance with the provisions of the Companies Act, 2013.

Accordingly, it is proposed to appoint M/s. Price

Waterhouse Chartered Accountants LLP, Chartered

Accountants (Firm Registration Number: 012754N/

N500016), as Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of the Thirty Second Annual General Meeting until the conclusion of the Thirty Seventh Annual General Meeting of the Company to be held in the financial year 2031.

Statutory Auditors Report:

The Auditors Report to the Shareholders for the year under review does not contain any qualification.

Details of Frauds reported by Auditors:

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder. In compliance with the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 204 of the Companies Act, 2013, shareholders at the

31 st Annual General Meeting held on July 25, 2025 approved the appointment of M/s. Satheesh & Remesh Company Secretaries, a peer reviewed firm, as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 to FY 2029-30.

COST RECORD AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 and rules made thereunder are not applicable to the Company during the period ended 31 st March, 2026.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy for determining circumstances and parameters under which Dividend pay-out could be made on periodical basis. The policy highlighted the factors to be considered by the Board of Directors at the time of recommending/ declaring of Dividend.

Dividend Distribution Policy of the Company can be accessed at https://www.geojit.com/ StaticPdf/Dividend%20Distribution%20Policy_

Rev28072023.pdf

REMUNERATION POLICY

The company follows a policy on remuneration of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees of the Company. The policy was approved by the

Board/Nomination & Remuneration Committee of the

Company.

The Non-Executive Directors of the Company shall be entitled to receive remuneration by way of sitting fees for attending meeting of the Board and Committees thereof.

The remuneration to KMPs and SMPs and employees shall include direct remuneration and indirect remuneration primarily and strategic remuneration which can be performance linked and/orprofitlinked incentive.

Remuneration Policy of the Company can be accessed at https://www.geojit.com/StaticPdf/ Remuneration%20Policy_30012025.pdf

RISK MANAGEMENT POLICY

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. The risks to which the Company is exposed are both external and internal. Your company has formulated a Risk

Management Policy to provide an integrated and standardized approach in managing all aspects of risk to which your Company is exposed. A Board-level Risk Management Committee monitors the Enterprise Risk Management Policy with participation from officers responsible for risk management and to take appropriate steps to ensure that these risks are at acceptable levels.

WHISTLE BLOWER POLICY & VIGIL MECHANISM

Your Company has laid down a Vigil Mechanism and formulated a Whistle Blower Policy in order to provide a framework for responsible and secure whistle blowing mechanism. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees.

All Directors and Employees of the Company are eligible to make protected disclosures under the

Policy addressed to the Vigilance Officer of the

Company in relation to matters concerning the Company. The company consistently educate stakeholders about the policy, ensuring a regular and systematic dissemination of information. We further affirm that, no employee of the Company was denied access to the Audit Committee.

The details on the Companys Whistle Blower Policy and Vigil Mechanism can be accessed at https:// www.geojit.com/StaticPdf/Vigil%20Mechanism%20 and%20Whistle%20Blower%20Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee comprises of Mr. C J George Chairman & Managing

Director as Chairman, Mr. Binoy Varghese Samuel

- Non – Executive Independent Director and Mr. Satish Menon - Executive Director as members. The

Committee convened twice during the financial year 2025–26. The Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating activities to be undertaken by the Company, which has been approved by the Board. The Company established a charitable trust namely Geojit Foundation and carry most of the CSR activities of the company through the foundation.

The Company has identified Education & Skill

Development, Health, Social Inclusion and Environment as focus areas of engagement for CSR activities. The Company would also undertake other initiatives in compliance with Section 135 read with Schedule VII of the Companies Act 2013. The Annual Report on CSR activities is annexed herewith and marked as Annexure II to this report. The CSR Policy is available on website of the company at https://www.geojit.com/StaticPdf/02_CSR%20

Policy.pdf.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The Company conducts training programs to ensure awareness regarding prevention of sexual harassment in the workplace. As required under the Law, an internal complaints committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

Number of complaints of sexual	0
harassment received in the year
Number of complaints disposed off	0
during the year
Number of cases pending for more than	0
ninety days

INTERNAL CONTROL SYSTEM

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The scope and authority of the Internal Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee. The Company has appointed an external Internal Auditor and has a dedicated Internal Audit team who reports functionally to the Audit Committee of the Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit department. All significant audit observations and follow-up actions thereon were reported to the Audit Committee.

The Company s Board & Audit Committee reviews adherence to internal control systems, internal audit reports and legal compliances. The Audit Committee reviews all quarterly and yearly financial results of the

Company and recommends the same to Board for its approval.

Further, the Statutory Auditors of the Company also conducted audit of the Internal Financial Controls Over Financial Reporting of the Company as on March 31, 2026, and issued their report which forms part of the Independent Auditors Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advices on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Companys website.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on an arms length basis. During the year the company had not entered into any contract/ arrangement/ transaction with any related party which could be considered material in accordance with the policy of the company on materiality of related party transactions. Disclosure in Form AOC-2 is given as

Annexure III .

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at https://www.geojit.com/ StaticPdf/GFSL%20-%20Final%20approved%20 RTP%20Policy%20-%20clean.pdf.

Your Directors draw attention of the members to

Note 43 of the financial statements, which sets out related party disclosures.

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

The Company s office is an energy efficient head building consuming about 25 percent less energy and over 40 percent less water than conventional buildings of similar size. The company also ensures optimized and efficient energy management in all its offices, located across India. With the implementation of its digital initiatives the company has also substantially reduced its paper consumption.

The company has always leveraged technological innovations to improve its operational efficiency to satisfy and retain its customer base. Keeping in line with SEBI guidelines, the company has been automating the customer on-boarding process. This has enabled the Company to reduce time-consuming activities and complexity of physical on-boarding of clients.

The details regarding foreign exchange earnings and outgo are given as Annexure IV to this Report.

HUMAN RESOURCES

As a service Company, the Companys operations are heavily dependent on qualified and competent personnel. As on 31 st March 2026, the total strength of the Companys permanent employees stood at

3345 excluding trainees, casual & contract staff. Your Company takes significant effort in training all employees at various levels.

PARTICULARS OF EMPLOYEES

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure V to this Report.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of remuneration of top ten employees who have drawn remuneration not less than the limits specified in the Rules are available on the website of the Company.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

During FY 2025-26, the Company had three

Employee Stock Option Schemes viz, ESOS 2017,

ESOS 2024 and ESOS 2025. The Board of Directors of the Company has allotted 96,667 equity shares of

1/- each under 2017 to its employees who exercised the stock options in accordance with the terms and conditions of ESOS.

The ESOS 2017 ceased to be in force upon expiry of its validity period on January 31, 2026.

During the year under review, the Company has not amended the terms of stock options granted under the existing Employee Stock Option Schemes The ESOS 2024 and ESOS 2025 are in compliance with the Regulation 14 of the Securities and Exchange

Board of India (Share Based Employee Benefits and

Sweat Equity) Regulations, 2021 and the Companies Act, 2013.

Details with respect to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 is available on our website and can be accessed at https://www.geojit.com/StaticPdf/ESOS%20 Disclosure_2025-26.pdf.

DISCLOSURE RELATED TO THE SHAREHOLDERS AGREEMENTS BINDING THE COMPANY

As on 31 st March 2026, there are two agreements binding the Company: a. Promotional Agreement entered into between Mr. C.J. George and Kerala State Industrial Development Corporation Limited (KSIDCL) dated 23 rd March, 1995 (Promotional Agreement). The salient features of the agreement inter alia include option to KSIDCL to sell its shares to the Promoter at higher of their market value or book value, KSIDCL and Promoter to support each other on all matters taken up at the board meetings and shareholder meetings. b. Shareholders Agreement entered into among Mr. C.J. George, Mrs. Shiny George, BNP Paribas S.A., BNP Paribas India Holding Private Limited and the Company on 22 nd January, 2016 (Shareholders Agreement). The salient features of the agreement inter alia include initial Promoters to have right of first offer in the event of sale by BNPP, and BNPP to have right of first offer in the event of sale by Initial

Promoters, BNPP not entitled to appoint its nominee director on the board of the Company.

The details of the agreements are also available at statements provided in https://www.geojit.com/StaticPdf/Reg%2030A_ Intimation_PromoterAgreements.pdf

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF year and the

Pursuant to the provisions of Section 124 of the Companies Act, 2013, money transferred to the Unpaid Dividend Account of the Company and which has remained unpaid or unclaimed for a period of seven years from the date of transfer has been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the said Act.

DETAILS WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

The Company holds a Demat Unclaimed Suspense Account with Geojit Investments Limited for holding the unclaimed shares of the Company.

Sl. No Particulars	Number
1. Aggregate No. of shareholders and the Outstanding shares in the suspense account lying at the beginning of the year (01.04.2025).	4 Shareholders 11,000 Shares
2. No. of shareholders who approached the Company for transfer of shares from suspense account during the year.	0
3. No. of shareholders to whom shares were transferred from suspense account during the year.	0
4. No. of shareholders/ shares transferred from suspense account to IEPF Authority	2 shareholders 6,000 Shares
5. Aggregate No. of shareholders and the Outstanding shares in the suspense account lying at the end of the year (31.03.2026).	2 Shareholders 5,000 Shares

The voting rights on the shares held in Unclaimed

Suspense Account shall remain frozen till the rightful owner of such shares claims the shares.

DEPOSITS

The Company does not accept deposits from the public as specified under Chapter V of the Companies

Act 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial

Annual Report.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments between the end of the financial of this report affecting the financial

Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business carried on by the Company. The Company has not changed the class of business in which the Company has an interest.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE ordersThere have been no significant passed by the regulators, courts and tribunals impacting the going concern status of the Companys operations in future.

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

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

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.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions of

Maternity Benefit Act 1961.

COMPLIANCE WITH SECRETARIAL STANDARDS OF THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has complied with the Secretarial Standards on Board Meetings (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the ICSI.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review. a. Issue of equity shares with differential right as to dividend, voting or otherwise. b. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESOS referred to in this report.

ACKNOWLEDGEMENTS

The Board of Directors expresses its sincere appreciation for the valuable guidance and support extended by the Securities and Exchange Board of India, Stock Exchanges, Commodity Exchanges, Depositories, and other Regulatory Authorities. The Board also acknowledges the continued cooperation received from the Kerala State Industrial Development Corporation Limited, our esteemed clients, and business partners. We look forward to their sustained encouragement in the future. The Board places on record its deep appreciation for the unwavering commitment and dedication demonstrated by employees across all levels of the organization. The

Directors are also grateful to the shareholders for their continued trust, support, and confidence in the

Company.

For and on behalf of the Board of Directors

C J George

Place : Kochi Chairman & Managing Director Date: 29.04.2026 DIN: 00003132