Justo Realfintech Ltd Directors Report

TO

THE MEMBERS

JUSTO REALFINTECH LIMITED

(formerly known as Justo Realfintech Private Limited)

Your Directors have pleasure in presenting the 6th Annual Report of the Company on the business and operations of the Company together with the Audited Financial Statements for the year ended on 31st March 2025.

1. FINANCIAL HIGHLIGHTS

The Companys performance during the financial year ended March 31, 2025 as compared

Particulars	Standalone Financial Year Ended		Consolidated Financial Year Ended
	March 31, 2025	March 31, 2024	March 31, 2025	March31, 2024
Revenue from Operations	8135.19	5938.28	8135.19	-
Other Income	35.06	6.32	28.97	-
Total Revenue	8170.25	5944.60	8164.16	-
Less: Expenses	6148.97	5009.76	6149.04	-
Profit Before Tax	2021.28	934.84	2015.12	-
Less: Tax Expense	518.46	240.95	518.46	-
Profit After Tax	1502.82	693.89	1496.66	-
Earnings per share
Basic ()	11.56	6.21	11.52	-
Diluted ()	11.40	5.70	11.36

2. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the General Reserve. However, the Securities Premium Account increased from 205.44 Lakhs to 1,216.41 Lakhs, primarily due to the premium received on issue of shares during the year, net of issue-related expenses.

3. FINANCIAL PERFORMANCE

Financials of the Company during the year under review witnessed steep growth in the Companys business. The Revenue from Operations stood at 8,135.19 Lakhs as against 5,938.28 Lakhs for the previous year, registering an increase of 36.99%. The Profit Before Tax (PBT) stood at 2,021.28 Lakhs for the year under review as against 934.84 Lakhs for the previous year, registering an increase of 116.21%. The Profit After Tax stood at 1,502.82 Lakhs for the year under review as against 693.89 Lakhs for the previous year, registering an increase of 116.58%

4. DIVIDEND

The Board of the Company has not recommended dividend for Financial Year 2024-25.

5. CHANGE IN COMPANY STATUS

During the financial year, your Company was converted from a Private Limited Company to an Unlisted Public Limited Company pursuant to the Certificate of Incorporation dated 01st January, 2025, and is now known as Justo Realfintech Limited.

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Consequently, the Name Clause of the Memorandum of Association (MOA) was duly altered to reflect the new status and name of the Company, by way of a special resolution passed at the Extra-Ordinary General Meeting (EOGM) held on 15th October, 2024.

6. BUSINESS OPERATIONS

Indias real estate sector continued its upward trajectory in FY24 and maintained steady momentum into H1 FY25, driven by a encouraging macroeconomic environment, improving consumer sentiment, and infrastructure-led urban growth.

Residential sales across the top 7 cities touched an all-time high of 4.76 Lakhs units in FY 24, marking a 31% year-on-year increase. This was matched by a 25% surge in new launches, indicating strong developer confidence. The momentum carried into H1 FY25, with approximately 2.5 Lakhs units sold, reflecting a 9% growth over the same period last year.

MMR and Pune remained the star performers, MMR grew 9% YoY in FY 24, powered by metro connectivity, Eastern Freeway extensions, and renewed launches in Thane and the Central Suburbs. Pune outpaced most metros, clocking a 16% YoY increase in sales, led by strong demand in Hinjewadi, Wakad, and Hadapsar micro-markets. Nashik and select tier-2 cities also began to show improved absorption, driven by a_ordability and rising investor interest. From a price-band lens, mid-income housing ( 40–80 Lakhs) maintained the largest market share at 33–34%, followed by the premium segment ( 80 lakh– 1.5 crore) and a steadily rising share of luxury homes (> 1.5 crore), especially in Mumbai, Goa, and Alibaug. Luxury and second-home markets saw 20–25% growth in FY24, with continued demand in H1 FY25 from HNIs and remote-working professionals. On the commercial real estate front, leasing volumes surpassed 35 million sq. ft. pan-India in FY24, with flex spaces and strata-sale models gaining traction among SMEs and institutional investors alike. Pune and MMR continued to attract occupiers in IT, BFSI, and co-working sector Policy support, including expected rate cuts by the RBI in H1 FY25 and continued focus on RERA and GST-driven transparency, are further enhancing buyer confidence. Infrastructure developments like the Navi Mumbai International Airport (NMIA), Pune Ring Road, and new metro lines are expanding the viable development corridors, unlocking value across peripheral markets.

As India enters FY25 with a projected GDP growth of 7%, the real estate sector stands at the cusp of its next growth wave—backed by structural reforms, digital transformation, and a buyer base that increasingly prioritizes quality, transparency, and brand credibility.

7. BUSINESS OUTLOOK

Indias real estate sector is set to maintain its growth momentum in FY 2025, supported by encouraging macroeconomic foundation, increasing homeownership aspirations, and structural policy reforms. The World Bank and RBI project Indias GDP to grow at 7.0%, positioning the country among the fastest-growing major economies. According to IBEF, the real estate sector is on track to register a CAGR of 9% between 2023 and 2028, buoyed by demand across residential, commercial, and emerging asset classes. Residential sales across Indias top 7 cities are expected to cross 5 Lakhs units in 2025, up from 4.76 Lakhs in 2023, led by sustained demand in the mid-income ( 40–80 Lakhs) and premium ( 80 Lakhs - 1.5 crore) segments. These two categories are expected to account for a combined 59% of new launches, with the mid-income segment retaining leadership due to a_ordability, and the premium segment expanding in metro micro-markets.

Luxury homes ( 1.5 crore and above) continue to witness strong interest, especially in Mumbai, Delhi, and select second-home destinations like Goa, as HNIs and remote-first professionals seek lifestyle and wellness-centric real estate.

In terms of regional performance, MMR is expected to grow 12–14% YoY in FY25, powered by infrastructure rollouts like the Metro extensions and Navi Mumbai International Airport. Pune is projected to grow at 10–12%, driven by consistent demand from IT, education, and manufacturing clusters Nashik and other tier-2 cities are expected to deliver 6–8% growth on a lower base but with increasing absorption.

The commercial real estate segment is forecast to grow 8–10% YoY, with leasing activity concentrated in flex workspaces and strata-sale commercial inventory. Institutional demand in Pune, Mumbai, and Bengaluru remains strong. Additionally, the holiday home segment is likely to see a 15–20% surge in demand, especially in Goa and the Western Ghats, as buyers seek second homes that o_er wellness, space, and long-term capital appreciation.

Against this backdrop, Justo is strategically positioned to capitalise on FY 25 opportunities. With a robust mandate pipeline across MMR and Pune, which together represent over 90% of its current value, the company is focusing on deepening executional e_ciency through its proprietary tech stack—Justo Verse, CRM platforms, and data analytics tools. Expansion into Bengaluru, Goa, and Hyderabad is underway, aligning with the companys vision of structured growth into emerging high-potential corridors With a commitment to velocity, pricing accuracy, and curated customer experiences, Justo is prepared to drive consistent value for developers, homebuyers, and investors in the year ahead.

The overall real estate sector witnessed an increased number of transactions with upward movement in the real estate asset class. The Companys business growth for the FY 2024-25 was robust. The total value of sale for FY 2024-25 was 2,03,224 Lakhs whereas the number of units sold was 2427 apartments, translating into about 18.98 Lakhs Sq. fts. The management is confident of getting good business from these new markets.

Our employees continued to put in relentless hard work during the year. Well-set processes, technological support, and sound business practices enabled our employees to ‘Work from Anywhere ensuring seamless collaboration among themselves and our business partners. Our employees are our strength. We have been constantly updating the skills of our employees. Newer innovative ways of marketing coupled with helping developers to develop and o_er the right product mix in projects located in di_erent pockets and locations of our markets provide impetus for achieving good sales velocity.

8. COMMERCIAL REAL ESTATE

The commercial real estate sector may witness resurgence as businesses adapt to hybrid work models, emphasizing the importance of flexible o_ce spaces. Infrastructure developments, including connectivity improvements, are expected to open up new investment avenues. Overall, 2024 holds promise for a more stable and innovation-driven real estate landscape, with a renewed emphasis on resilience and adaptability in the face of ongoing global changes.

The holiday home segment is also expected to do well going ahead. The holiday home segment presents exciting opportunities for growth in the coming year and Goa will maintain its spotlight, driven by its unique blend of scenic beauty, cultural richness, and the growing trend of individuals seeking a second home for leisure and relaxation. Moreover, amid transforming preferences, a_ordability will no longer be the sole decisive factor for homebuyers as health & safety, community living, sustainability, and integration of smart home technologies have also started to emerge as key factors in home purchase decisions.

9. HOME LOAN BUSINESS

The home loans business segment generated revenue of 266.59 Lakhs during the year 24-25 compared to 177.36 Lakhs in the 23-24, marking a growth of 50.31%. This segment is picking well considering the value and volume of real estate transactions where the loan component is rising. Home loans are proving to be the backbone of real estate transactions as they also provide liquidity to the business and enhance the capabilities of purchasers to purchase real assets and improve the demand for properties.

10. FUND RAISING BUSINESS

During the year, the Company strategically expanded its service o_erings within the Financial Advisory Services segment by establishing a Fund Raising Business vertical dedicated to real estate developers. This new vertical enhances the Companys capability to o_er end-to-end financial solutions, complementing its existing advisory and consulting services for the real estate sector. It generated a revenue of 133.54 Lakhs during the financial year 24-25. By facilitating construction finance, the Company strengthens its relationships with developers, NBFCs, and banking partners, fostering long-term collaboration and deal flow.

11. GENERAL INFORMATION

Your Company is primarily engaged in the business of rendering services as brokers, commission agents, importers, and exporters, and to act as trustees, executors, administrators, managers, agents, or attorney, to carry on the business of retail and institutional distribution of the schemes of the Mutual Funds or any other financial products including Real Estate Investment Products issued by Banks, Mutual Funds or any financial intermediary, to contract for, and negotiate and issue and participate in funding any public and private loans and advances, underwriting contracts, mortgages, equity participation, cash credits, overdrafts, and other financial facilities etc.

12. CAPITAL STRUCTURE

During the financial year under review, the Company increased its paid-up share capital pursuant to the following allotments:

• On 4th June 2024, the Company has allotted 12,096 (Twelve Thousand Ninety-Six) fully paid-up Equity Shares of face value 1,500 each at par, pursuant to the conversion of 12,096 Compulsorily Convertible Debentures (CCDs).

• On 27th August 2024, the Company has allotted 18,929 (Eighteen Thousand Nine hundred Twenty-Nine) Equity Shares at a face value of 10/- at a premium of 5,273/- on Private Placement Basis, in accordance with the applicable provisions of the Companies Act, 2013.

• On 21st February 2025, the Company has allotted 1,36,76,245 equity shares of 10/-each on a Bonus Issue basis, in accordance with the applicable provisions of the Companies Act, 2013.

As a result of the above, the paid-up share capital of the Company increased from 12,98,720/- divided in 129, 872 equity shares of face value of 10 each/- to 13,83,71,420/- divided in 1,38,37,142 equity shares of face value of 10 each/- as of March 31, 2025.

During the year, the Authorised Capital of the Company was increased from 2,00,00,000/- (Rupees Two Crores Only) divided into 20,00,000 (Twenty Lakh Only) Equity Shares of 10/- to 10,00,00,000/- (RupeesTen Crores Only) divided into 1,00,00,000 (One Crore only) Equity Shares of 10/- each. The alteration was made by passing a special resolution in the Extra Ordinary General Meeting (EOGM) of members held on 14th August, 2024.

Further, the Authorised Capital of the Company was again altered and increased from 10,00,00,000/-

(Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore only) Equity Shares of 10/- each to 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs only) Equity Shares of 10/- each. The alteration was made by passing a special resolution in the Extra Ordinary General Meeting (EOGM) of members dated 15th October, 2024.

Accordingly, Clause V (A) of the Memorandum of Association (MOA) was amended to reflect the revised authorized share capital of the Company, in compliance with the applicable provisions of the Companies Act, 2013.

Mr. Rahul Pande, one of the promoter of the Company, has divested his entire shareholding of 66,242 equity shares through Securities Purchase Agreements executed with Mr. Puspamitra Das, Shisan Consulting LLP, Mahavir Lalchand Mehta HUF, and Arbour Alternate Advisors Private Limited. Pursuant to this transaction, Mr. Rahul Pande ceased to be a shareholder and promoter of the Company with e_ect from 23rd July 2024 and 14th August 2024 respectively.

All shares of the Company are held in Demat form, with the ISIN No. INE0W5Q01017. Purva Sharegistry India Private Limited has been appointed as the Registrar and Transfer Agent, e_ective April 8, 2024.

13. PRIVATE PLACEMENT

Your Company had raised funds by way of issue of equity shares on private placement basis of 18929 equity shares of face value of 10/- each at a premium of 5,273/- each, vide resolution dated August 14, 2024 approved by board.

Further, in lieu of the said approval an allotment of shares was made to the following allottee vide duly executed shareholder Agreement dated 27th August, 2024:

Name of allotee	Number of shares applied and allotted
Shisan Consulting LLP	14,197
Ashmavir Financials Consultant Private Limited	4,732

14. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year under review, the Company has no unclaimed dividend.

15. MATERIAL CHANGES AND COMMITMENT (Section 134 (3)(L)

The following material changes and commitment occurred during the year under review a_ecting the financial position of the Company. New set of Articles of Association in place of the existing Articles of Association is adopted by the Company vide a special resolution passed by the members at the ExtraOrdinary General Meeting held on 15th October 2024 and 15th Feburary 2025 respectively.

16. MANAGEMENT

a) Directors and Key Managerial Personnel Appointment of Directors

During the financial year, Mr. Chirag Prasanna Mehta and Priyesh Dineshchandra Chheda were appointed as additional director on 12th August, 2024, and were subsequently regularized as Non- Executive Director in the Annual General Meeting held on 26th August, 2024.

Appointment of Key Managerial Personnel ("KMP")

Your Company in order to comply with all the secretarial compliance and in accordance with section 203 and applicable rules, had a requirement of appointing a whole-time company secretary and compliance o_cer, in order to ensure compliance and governance, had appointed Ms. Jyoti Bala Soni as a Company Secretary and Compliance O_cer of the Company with e_ect from 01st February, 2025.

Further, Mr. Dinesh Dolar heading the finance department, was appointed as an Chief Financial O_cer ("CFO") with e_ect from 23rd January, 2025, to ensure that ensure financial discipline, stability, and enhanced reliability of financial reporting. b) Independent Directors

Pursuant to the conversion of Company from a Private Limited Company to an Unlisted Public Limited Company, and in accordance with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company was required to appoint at least two Independent Directors Accordingly: Mr. Milind Keshav Oak and Ms. Parool Anoop Seth were appointed as Additional Non Executive Independent Directors for a term of 5 years w.e.f. 23rd January, 2025.

Their appointments were regularized by the members in the Extra-Ordinary General Meeting held on 15th February, 2025. c) Senior Management Personnel

The following leaders form the Senior Management Team of the Company from 01st April, 2025

Name	Designation
Nitin Pardeshi	Director – Sales & Marketing
Praveen Padmakar Apte	Director – Sales Commercial
Rishikesh Ranga	Head – Sales (Mumbai)
Satya Sobhan Mahapatra	Chief Marketing O_cer

d) Change in Designation

During the year, the designation of Mr. Puspamitra Das was changed from Director to Chairman and Managing Director and was appointed as CMD for a period of 5 years w.e.f 23rd January, 2025 to 22nd January, 2030.

17. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act.

18. BOARD MEETINGS

During the financial year under review, the Board of Directors of the Company met Twenty Four times as per the following particulars:

Sr. No.	Date of Board Meeting	Total number of Directors	Number of Directors present
1.	04th April, 2024	2	2
2.	08th April, 2024	2	2
3.	30th April, 2024	2	2
4.	14th May, 2024	2	2
5.	04th June, 2024	2	2
6.	23rd July, 2024	2	2
7.	29th July, 2024	2	2
8.	02nd August, 2024	2	2
9.	12th August, 2024	2	2
10.	14th August, 2024	4	4
11.	27th August, 2024	4	4
12.	23rd September, 2024	4	4
13.	21st October, 2024	4	4
14.	12th November, 2024	4	4
15.	13th November, 2024	4	4
16.	18th November, 2024	4	4
17.	25th November, 2024	4	4
18.	28th November, 2024	4	4
19.	29th November, 2024	4	4
20.	17th December, 2024	4	4
21.	19th December, 2024	4	4
22.	06th January, 2025	4	4
23.	23rd January, 2025	4	4
24.	21st February, 2025	6	6

The intervening gap between the two board meetings was within the period as prescribed under the Companies Act, 2013.

After the end of financial year and till the date of Board Report, the meeting of Board of Directors was conducted on Thursday, 24th April 2025 and Wednesday 30th April, 2025.

19. COMMITTEES OF THE BOARD

To ensure robust governance and compliance with the provisions of the Companies Act, 2013 and relevant rules, your Company has constituted the following Committees of the Board: a) Audit Committee

In accordance with the provisions of Section 177 of the Companies Act, 2013, the Company has constituted an Audit Committee. The Committee oversees the financial reporting process, monitors internal control systems, ensures compliance with statutory and regulatory requirements, and reviews the performance of statutory auditors.

Composition of Audit Committee (as on 31st March, 2025)

Name of Director	Nature of Directorship	Designation in the Committee
Mr. Milind Oak	Independent Director	Chairman
Ms. Parool Seth	Independent Director	Member
Mr. Priyesh Chheda	Non- Executive Director	Member

In the previous reporting period, the applicability of having an Audit Committee was hindered at the close of the financial year. As a result, no Audit Committee meetings were held during that period. However, in compliance with statutory requirements, the Company conducted three Audit Committee meetings in the current financial year, i.e. on Thursday, 24th April 2025, Wednesday 30th April, 2025 and 18th July, 2025. b) Nomination and Remuneration Committee (NRC)

The Company has constituted the Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. The NRC is entrusted with identifying and recommending candidates for appointment to the Board and senior management, formulating criteria for evaluation of directors performance, and recommending remuneration policies.

Composition of NRC (as on 31st March, 2025)

Name of Director	Nature of Directorship	Designation in the Committee
Ms. Parool Seth	Independent Director	Chairperson
Mr. Milind Oak	Independent Director	Member
Mr. Chirag Mehta	Non- Executive Director	Member

In the previous reporting period, the applicability of having an NRC Committee was hindered at the close of the financial year. As a result, no NRC Committee meetings were held during that period. However, in compliance with statutory requirements, the Company conducted one NRC Committee meetings in the current financial year, i.e. on Thursday, 24th April 2025. c) Stakeholders Relationship Committee

In compliance with Section 178(5) of the Companies Act, 2013, a Stakeholders Relationship Committee has been constituted to look into the redressal of grievances of security holders, if any, and ensure prompt and e_ective resolution of investor complaints.

Composition of Stakeholders Relationship Committee (as on 31st March, 2025)

Name of Director	Nature of Directorship	Designation in the Committee
Mr. Vishal Kokadwar	Non-Executive Director	Chairman
Mr. Milind Oak	Independent Director>	Member
Mr. Priyesh Chheda	Non- Executive Director	Member

d) Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of the Companies Act, 2013 and the rules made thereunder, the Company has constituted a Corporate Social Responsibility (CSR) Committee to formulate and monitor the CSR Policy and recommend CSR activities to be undertaken by the Company.

Name of Director	Nature of Directorship	Designation in the Committee
Mr. Puspamitra Das	CMD	Chairman
Mr. Milind Oak	Independent Director	Member
Mr. Chirag Mehta	Non- Executive Director	Member

20. Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on the financial year ended March 31, 2025, has been placed on the Companys website and can be accessed at www.justo.co.in.

21. ADOPTION OF POLICIES

During the financial year under review, your Company has adopted and implemented various policies in compliance with the provisions of the Companies Act, 2013, SEBI regulations, and best corporate governance practices. These policies are regularly reviewed and updated to align with evolving regulatory requirements and business needs.

The following polices were adopted by the Board in its meeting held on 21st February, 2025:

• Code of Conduct for Directors and Senior Management

• Code of Fair Disclosure

• Dividend Distribution Policy

• Familiarization Program for Independent Directors

• Health Safety and Environment Policy

• Internal Procedures and Conduct for Prevention of Insider Trading

• Materiality Policy for Identification of Group Companies

• Nomination and Remuneration Policy

• Policy for Archival of Documents

• Policy for Determination of Material Events and Disclosure

• Policy for Determination of Material Subsidiaries

• Policy on Diversity on Board

• Policy on Evaluation of Board and Independent Directors

• Policy on Identification of Material Creditors and Material Litigations

• Policy on Prevention of Sexual Harrasment at Workplace

• Policy on Related Party Transactions

• Policy on Succession Planning for Board and Senior Management

• Policy on Terms of Appointment of Independent Directors

• Vigil Mechanism Whistle Blower Policy for Directors and Employees

• Corporate Social Responsibility Policy

22. BOARD EVALUATION

During the financial year under review, the Company was converted from a Private Limited Company to an Unlisted Public Limited Company.

As per the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014, the requirement to include a statement on formal annual evaluation of the performance of the Board, its Committees, and individual Directors applies only to listed companies and certain prescribed classes of public companies.

Since the Company was a private limited company for the majority of the financial year, and did not fall under the prescribed class of companies during the evaluation period, it was not mandatorily required to conduct or disclose the manner of formal annual evaluation of the Board and its Committees.

However, the Company recognizes the importance of Board e_ectiveness and intends to develop a structured performance evaluation framework for its Board, Committees, and individual Directors in line with best governance practices in the upcoming financial year, now that it has attained the status of a public company.

23. REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

Pursuant to the provisions of the Companies Act, 2013, disclosure is required regarding remuneration received by the Managing Director or Whole-Time Director from any holding or subsidiary company. The

Board hereby confirms that, although the Company acquired stake and subsequently the said company became a wholly owned subsidiary company named Justo Infotech Labs Private Limited through share purchase on 12th August, 2024, no remuneration has been received by the Managing Director or Whole-Time Director from the said subsidiary company during the financial year under review.

Accordingly, the provisions relating to disclosure of such remuneration are not applicable for the reporting period.

24. DIRECTORS RESPONSIBILITY STATEMENT

Your 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; b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a_airs 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 su_cient care for the maintenance of adequate accounting records in accordance with the provisions of the 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; and the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e_ectively.

25. INTERNAL FINANCIAL CONTROLS

The Company has maintained adequate internal financial control systems, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations.

26. FRAUDS REPORTED BY THE AUDITOR

During the financial year under review, there were no frauds reported by the auditors under Section 143(12) of the Companies Act, 2013.

27. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Report on performance and financial position of the subsidiaries, and associates

During the financial year under review, your Company acquired Justo Infotech Labs Private Limited by way of share purchase on 12th August, 2024, thereby making it a Wholly owned subsidiary.

In compliance with the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the subsidiary in the prescribed format Form AOC-1 is attached as Annexure ‘B to the financial statements. The Wholly Owned Subsidiary is aligned with the strategic goals of the Company and is expected to contribute positively to the groups consolidated operations in the coming years.

28. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES

During the year under review, no company ceased to be a subsidiary, associate, or joint venture of the Company.

29. DETAILS OF DEPOSITS

There were no deposits within the meaning of Term deposits accepted by the Company during the financial year under review, requiring disclosure or reporting under Chapter V of the Companies Act, 2013.

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the details of loans, guarantees and investments made by the Company during the financial year under review are as follows:

Loans Taken

During the financial year, the Company availed unsecured loans from the following parties for working Capital:

Name of the Lender	Nature of Relationship at time of transaction	Amount (in Lakhs)
PMD Venture Private Limited	Related Party (in nature of ICD)	40.00
Arbour Alternate Advisors Private Limited	External Party (became shareholder post-loan) in nature of ICD	150.00
Shisan Consulting LLP	Related Party	300.00
Puspamitra Das	Director	92.20

The loans were obtained in compliance with the provisions of Section 185 and Section 186 of the Companies Act, 2013. The loan from PMD Venture Private Limited and Shisan Consulting LLP being a related party transaction, has been disclosed under AOC - 2 and was taken on an arms length basis.

The loans from Arbour Alternate Advisors Private Limited was received when they were not related parties under the Act. Their subsequent acquisition of shares did not a_ect the compliance status of the transaction.

No guarantees or securities were provided or received in connection with these transactions.

Further, during the financial year under review, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 with respect to loans, guarantees and investments. The particulars of loans given, guarantees provided, and investments made, as required under Section 186(4) of the Act, are disclosed in the notes to the financial statements.

Guarantees and Investments

The Company did not give any guarantees under Section 186 during the year. However, the Company made an investment by acquiring 100% shareholding in Justo Infotech Labs Private Limited on 12th August, 2024, thereby making it a Wholly Owned Subsidiary. The details of this investment are provided separately in the section on subsidiaries and in Form AOC-1 attached to the financial statements.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 entered by the Company during the financial year ended 31st March, 2025 is annexed hereto as Annexure "C" in prescribed Form AOC-2 and forms part of this report.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Companys Corporate Social Responsibility (CSR) liability stands at 23.91 Lakhs.

Further, the Annual Report on CSR activities, for the year under review, in the prescribed format, as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social

Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014 is furnished in "Annexure- A." 33. REGISTRAR AND SHARE TRANSFER AGENT

During the year under review Purva Sharegistry Private Limited was the Registrar and Transfer Agent of the Company.

34. ISIN CONNECTIVITY

During the year under review, the Company successfully obtained ISIN connectivity for its equity shares, in accordance with the provisions of the Depositories Act, 1996 and applicable SEBI regulations.

The ISIN allotted to the equity shares of the Company is INE0W5Q01017. The Company has established connectivity with both the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate the dematerialization of its seurities.

35. ISSUE OF NON -CONVERTIBLE DEBENTURES (NCDS)

During the financial year under review, your Company obtained necessary approval from Board for issuance of up to 1,500 (One Thousand Five Hundred) unlisted, secured, redeemable Non-Convertible Debentures (NCDs) of face value of 1,00,000/- (Rupees One Lakh only) each, aggregating to a maximum of 15,00,00,000/- (Rupees Fifteen Crores only), by way of private placement in one or more tranches. Pursuant to the said approval and in accordance with the provisions of Section 42 and Section 71 of the Companies Act, 2013, read with applicable rules, the Company allotted a total of 900 (Nine Hundred) secured, redeemable NCDs aggregating to 9,00,00,000/- (Rupees Nine Crores only) during the financial year.

The NCDs carry a coupon rate of 15.77% per annum and were allotted in multiple tranches on di_erent dates, as per the terms and conditions of the private placement o_er letter (PAS-4). The NCDs are secured by way of charge over specified assets of the Company and also a Personal Guarantee has been given by Mr. Puspamitra Das, Chairman and Managing Director of the Company, as a security.

All statutory compliances related to the issuance, including filing of return of allotment (Form PAS-3), maintenance of debenture register, and charge creation (Form CHG-1), have been duly complied with.

36. DEBENTURE REDEMPTION RESERVE ACCOUNT (DRR)

In compliance with the provisions of the Companies Act, 2013 and applicable rules, your Company has duly created a Debenture Redemption Reserve (DRR) account in respect of the secured, redeemable unlisted Non-Convertible Debentures (NCDs) issued.

An amount of 81 Lakhs has been appropriated and an amount of 67.50 Lakhs has been deposited towards the DRR as on 30th April, 2025. This reserve is maintained in the form of a Fixed Deposit, as required under the applicable regulatory framework, ensuring adequate security for debenture holder. Your Company remains committed to fulfilling all its obligations towards debenture holders in a timely and compliant manner.

37. BONUS ISSUE

During the year under review, the Company issued Bonus Shares in the ratio of 85:1, i.e., eighty-five bonus equity shares for every one equity share held by the members of the Company as on the record date of 17th January, 2025. The Bonus Shares were allotted on 21st February, 2025, by capitalizing an amount of 13,67,62,450/- (Rupees Thirteen Crores Sixty-Seven Lakhs Sixty-Two Thousand Four Hundred Fifty only) from the Free Reserves.

The Bonus Issue was made in accordance with the provisions of Section 63 of the Companies Act, 2013, read with applicable rules and other regulatory requirements.

38. CHARGE CREATION

During the financial year, your Company availed a Cash Credit (CC) facility from Kotak Mahindra Bank Limited for a sanctioned amount of 12 Crores, with a tenure of 12 months, to support its working capital requirements.

As on the reporting date, the Company has utilized an amount of 750 Lacs from the sanctioned limit. The facility is secured by a first and exclusive hypothecation charge on all existing and future current assets and movable fixed assets, excluding vehicles. The charge was registered with the Registrar of Companies on 14th November, 2024.

Subsequently, a modification of the existing charge was carried out on 25th February, 2025, by o_ering additional immovable properties as collateral security. The properties against which the modified charge has been registered are as follows:

Sr. No.	Description of Immovable Property
1	Flat No. 102, 01st Floor, Shivatman, Final Plot No. 49/57/2,Near Aksharnandan School, Mountain View Society Road, CTS No. 1857B, Shivajinagar, Pune, District- Pune, 411016
2	O_ce No. 12A07, 12Ath Floor, Solitaire Business Hub Phase II, Solitaire World Plaza (Building/Tower A), S. No. 578/1/2 & 578/1/3, Bibwewadi, Haveli, Pune 411037

In addition to the above hypothecation and property collateral, the Company has also created a lien on Fixed Deposits, which in total constitute approximately 60% of the used CC limit, thereby providing an additional layer of security for the facility.

Personal Guarantee

Further, Mr. Puspamitra Das, Director of the Company, has extended a personal guarantee in favour of Kotak Mahindra Bank Limited against the CC facility, vide a Deed of Guarantee dated 14th November, 2024.

Vehicle Charge

Your Company has availed loan for vehicle by creating the following charge:

Sr. No.	Charge Holder	Loan amount and Period	Charge Created on	Date of Creation
1	HDFC Bank Limited	20.74 Lakhs for 60 months	Vehicle-KIA Carens 1.5	04.11.2024
2	HDFC Bank Limited	14.06 Lakhs for 60 months	Vehicle-Toyota Hyryder	04.11.2024
3	HDFC Bank Limited	11.28 Lakhs for 60 months	Vehicle-Toyota Hyryder E P Mt	04.11.2024

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO a) The nature of the activities of the Company during the year under review has been such that there are no disclosures required to be made with respect to the conservation of energy and technology absorption in terms of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. b) Foreign Exchange Earnings & Outgo

During the year under review, your company has incurred a foreign exchange outgo of 182.79 Lakhs. There was no Foreign Exchange inflow.

40. RISK MANAGEMENT

Considering the nature of the operations of the Company, the Board is of opinion that there are no major risks a_ecting the operations and existence of the Company.

41. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, and the applicable rules made thereunder, the Company has established a Vigil Mechanism (also known as a Whistle Blower Policy) to provide a formal framework for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct, without fear of retaliation.

The mechanism ensures that the identity of the whistle blower is kept confidential and adequate safeguards are provided against victimization of the individual. The Vigil Mechanism provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Audit Committee of the Company oversees the functioning of the Vigil Mechanism and reviews complaints received, if any, during its meetings.

As of the end of the financial year, no complaints were received under the Vigil Mechanism.

The Vigil Mechanism / Whistle Blower Policy is available at the Companys website https://www.justo. co.in/disclosure-under-regulation.php.

42. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

There are no orders passed by the Regulators / Courts / Tribunals impacting the going concern status of the Company and / or companys operations in future during the financial year under review.

43. AUDITORS

M/s. Salaskar & Company, Chartered Accountants (FRN: 126257W), tendered their resignation as Statutory Auditors of the Company with e_ect from 29th November, 2024. The resignation was submitted in light of the evolving compliance and governance requirements from new investors, specifically the preference for engagement of a peer-reviewed audit firm. The resignation was noted and accepted by the Board at its meeting held on 29th November, 2024.

To fill the casual vacancy caused by the resignation of the outgoing auditors, the Board appointed M/s. SMMP & Compnay, Chartered Accountants (FRN: 120438W), as Statutory Auditors of the Company with e_ect from 29th November, 2024.

Subsequently, their appointment was ratified by the shareholders at the Extra Ordinary General Meeting (EOGM) held on 2nd December, 2024 and they shall hold o_ce until the conclusion of the ensuing Annual General Meeting (AGM).

The Board of Directors at its meeting held on Friday, 18th July, 2025, proposed the re-appointment of M/S SMMP & Company, Chartered Accountant, (FRN: 120438W), as the Statutory Auditors of the Company for a period of five years, from the conclusion of the this Annual General Meeting until the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2030-31 The Statutory Auditors have confirmed that they satisfy the Independence criteria required under the

Companies Act, 2013 and Code of Ethics issued by the Institute of Chartered Accountants of India and also confirm that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditor.

44. EXPLANATIONS IN RESPONSE TO AUDITORS QUALIFICATIONS

The Auditors Report does not contain any qualification, reservation, or adverse remark on the financial statements for the year ended 31st March 2025.

45. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the secretarial standards, as applicable, to the Company.

46. DISCLOSURES ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. The Company has framed the Sexual Harassment Policy and has also framed Internal Committees for the protection of employees working in di_erent locations to safeguard our female employees. The Company has framed regional committees for employees working in various regions for quick access. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

47. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and workplace for employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

48. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 226 Female Employees: 97 Transgender Employees: 0

This disclosure reinforces the Companys e_orts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

49. FILING AND SUBMISSION OF THE REPORT

The company has always and shall file the Annual Report and relevant documents with appropriate authorities as per provision of applicable Acts and regulations.

50. AWARDS AND RECOGNITIONS

During the period under review, Justo Realfintech Limited and its leadership team received several culture.

51. APPROVAL OF INITIAL PUBLIC OFFER ("IPO")

During the year under review, the Board of Directors of the Company approved the proposal to undertake an Initial Public O_ering (IPO) of up to 51,50,000 (Fifty-One Lakh Fifty Thousand) equity shares to the public, subject to the necessary approvals from the shareholders, Securities and Exchange Board of India (SEBI), stock exchanges, and other regulatory authorities.

The IPO is intended to raise capital to fund business expansion, improve the Companys financial position, and support general corporate purposes.

As part of the IPO preparations, the Company has made Appointment of merchant bankers and other intermediaries in compliance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Conducting internal due diligence and preparing the draft red herring prospectus (DRHP), aligning corporate governance and compliance processes in line with the requirements of a listed entity.

For smooth Function Constitution of a committee for the purpose of the issue, o_er and allotment of the Equity Shares, and other matters in connection with or incidental to the Public Issue ("IPO Committee").

Name of Director	Nature of Directorship	Designation in the Committee
Mr. Puspamitra Das	Managing Director	Chairman
Mr. Chirag Mehta	Non-Executive Director	Member
Mr. Vishal Kodakwar	Non-Executive Director	Member

Your Company has successfully filed its Draft Red Herring Prospectus (DRHP) with the Bombay Stock Exchange (BSE) SME Platform on 30th April, 2025, marking a significant milestone as the Company embarks on its journey towards a public listing.

Subsequently, the Company received observation letters from BSE dated 15th May, 2025 ,04th June, 2025 and 27th June, 2025 to which the Company responded promptly and comprehensively, ensuring compliance with all regulatory requirements.

52. DISCLAIMER

While every e_ort has been made to ensure that the information provided in this report is accurate, the Company wishes to clarify that some of the forward-looking statements and financial projections are based on management estimates and assumptions, which may vary due to changes in market conditions, regulatory frameworks, or unforeseen events. Accordingly, shareholders and stakeholders are encouraged to read the information with appropriate caution.

The Company has also encountered certain limitations in gathering complete data for some aspects of its operations, and certain information in the report may be based on estimates. The Board has worked with the auditors and other stakeholders to ensure the accuracy of financial data, though unforeseen events could lead to discrepancies beyond the Companys control.

53. ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation for the co-operation and sincere support extended by the shareholders, various authorities, banks, dealers, vendors, and members during the year under review.

The Directors also acknowledge with gratitude the dedicated e_orts and valuable contribution made by all the employees of the Company.

For and on behalf of the Board of
Justo Realfintech Limited
(Formerly known as Justo Realfintech Private Limited)
Puspamitra Das	Vishal Kokadwar
Chairman and Managing Director	Director
DIN: 01643973	DIN: 07962440
Place: Mumbai
Date: July 18th, 2025