Justo Realfintech Ltd Directors Report

BOARDS REPORT

TO

THE MEMBERS

JUSTO REALFINTECH LIMITED

(formerly known as Justo Realfintech Private Limited)

Dear Shareholders,

Your Directors have pleasure in presenting the 7th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended on 31^st March 2026.

1. FINANCIAL HIGHLIGHTS:

The Companys performance during the financial year ended 31^st March, 2026 as compared to the previous financial year is summarized below:

				(Rs. in Lakhs)
r Particulars	Standalone Financial Year Ended		Consolidated Financial Year Ended
	31st March, 2026	31st March, 2025	31st March, 2026	31st March, 2025
Revenue from Operations	9,178.26	8,135.19	9,178.26	8,135.19
Other Income	111.48	35.06	105.03	28.97
Total Revenue	9,289.74	8,170.25	9,283.29	8,164.16
Less: Expenses	6,674.14	6,148.97	6,673.79	6,149.04
Profit Before Exceptional item & Tax	2,615.60	2,021.28	2,609.50	2,015.12
Exceptional items	35.22	-	-	-
Less: Tax Expense	688.38	5,18.46	688.46	518.46
Profit After Tax	1,962.44	1,502.82	1,921.04	1,496.66
Earnings per share
Basic ( Rs.)	12.02	11.56	11.77	11.52
Diluted ( Rs.)	12.02	11.41	11.77	11.36 ^

2. FINANCIAL PERFORMANCE:

Financials of the Company during the year witnessed growth in the Companys business. The Revenue from Operations stood at Rs. 9178.26 lakhs as against Rs. 8135.19 lakhs for the previous year, registering an increase of 12.82%. The Profit Before Tax (PBT) stood at Rs. 2615.60 lakhs for the year under review as against Rs. 2021.28 lakhs for the previous year, registering an increase of 29.40%. The PAT stood at Rs. 1962.44 lakhs for the year as against Rs. 1502.82 lakhs for the previous year, registering an increase of 30.58%.

3. DIVIDEND

The Board of the Company has not recommended any dividend for Financial Year 2025-26.

4. CHANGE IN COMPANY STATUS:

During the Financial Year under review, the Company completed its Initial Public Offer ("IPO") and obtained approval for listing of its Equity Shares on the SME Platform of BSE Limited. The Equity Shares of the Company were listed and admitted to dealings on BSE SME with effect from 01st October, 2025.

Pursuant to the IPO, the Company allotted 49,61,000 Equity Shares of face value Rs.10/- each at a premium, aggregating to an issue size of Rs.6300.47 Lakhs. Consequent upon the listing of its Equity Shares on BSE SME platform, the status of the Company changed from an Unlisted Public Limited Company to a Listed Public Limited Company. Accordingly, the Corporate Identification Number (CIN) of the Company stands changed to L67190MH2019PLC323318, reflecting its listed status in accordance with the provisions of the Companies Act, 2013 and other applicable laws.

The Company continues to operate under the name Justo Realfintech Limited, and all necessary statutory and regulatory compliances relating to the IPO, listing of Equity Shares and change in the status of the Company have been duly complied with.

The Board is committed to maintaining high standards of corporate governance, transparency and regulatory compliance as applicable to a listed entity. The proceeds of the IPO are being utilised for the purposes stated in the Prospectus, including funding the Companys strategic growth initiatives, expansion of business operations, strengthening technological capabilities and meeting its working capital requirements.

5. BUSINESS OPERATIONS

Indias real estate sector continued to demonstrate resilience during FY 2025-26 and the first half of CY 2026, supported by sustained urbanisation, infrastructure investment, formalisation of the sector and growing demand for organised, professionally managed real estate services.

The residential market entered a phase of calibrated growth during Q2 2026. Across the top seven cities, approximately 1,06,000 units were launched, representing a 7% year-on-year increase. Housing sales stood at approximately 90,700 units, reflecting a 6% year-on-year moderation as rising property prices, geopolitical uncertainty and affordability pressures influenced buyer decisions. Available inventory increased by approximately 10% year-on-year to 6,16,500 units, highlighting the growing importance of disciplined pricing, differentiated positioning and focused sales execution.

Demand continued to shift towards higher-value housing. Homes priced above Rs.80 lakh accounted for approximately 75% of new launches during Q2 2026. Separate industry research indicates that homes priced above Rs.1 crore constituted 54% of residential sales across the top eight cities during H1 2026, compared with 49% in the corresponding period of the previous year. This reflects stronger demand from financially resilient end-users, investors and buyers seeking better amenities, locations and product quality.

MR remained the countrys largest residential market, recording approximately 28,700 unit sales in Q2 2026 and accounting for 32% of sales across the top seven cities. Pune recorded approximately 13,100 unit sales during the quarter. Together, MMR and Pune continued to represent two of Indias most significant residential markets, supported by employment creation, transport infrastructure, redevelopment activity and the expansion of peripheral growth corridors.

Commercial real estate maintained strong momentum. Office absorption across India reached a record 45.5 million sq. ft. during H1 2026, supported by Global Capability Centres, flexible workspace operators and domestic enterprises. Approximately 32 million sq. ft. of new office supply was completed during the period, the highest recorded for any first half. Vacancy across the top seven cities declined to approximately 15%, while average office rentals increased by 9% year-on-year, reflecting sustained demand for high-quality, compliant and well-connected assets.

These market conditions reinforce the relevance of JUSTOs mandate-led and data-driven operating model. The Companys capabilities across project strategy, positioning, marketing, sales, sourcing, capital markets, home finance and allied advisory services enable it to support developers across the real estate value chain. Its strong presence in MMR and Pune, expanding channel partner ecosystem and investment in technology and analytics position the Company to address an increasingly competitive and execution-focused market.

6. BUSINESS OUTLOOK

Indias economic fundamentals remain supportive of medium-term real estate demand, with the Reserve Bank of India projecting GDP growth of 6.7% for FY 2026-27.

Residential demand is expected to remain resilient but increasingly selective. Premium housing may retain its momentum, while rising prices and input costs could affect affordability in the mass and mid-income segments. Higher inventory levels will require developers to focus on product-market fit, calibrated launches, appropriate pricing and faster absorption.

MMR and Pune are expected to remain key growth markets, supported by infrastructure development, employment generation, redevelopment and the expansion of emerging corridors. However, performance is likely to vary across projects and micro-markets.

Office demand is expected to remain healthy, driven by GCCs, Grade A assets and flexible workspaces, although geopolitical uncertainty and evolving workforce strategies may influence leasing decisions.

JUSTO intends to deepen its presence in core markets, selectively enter new geographies and expand complementary verticals. Its integrated platform, developer relationships, channel partner network, technology capabilities and association with Chestertons India position the Company to pursue sustainable growth across residential, commercial and advisory opportunities.

7. COMMERCIAL REAL ESTATE

The commercial sector witnessed unprecedented expansion through FY 2024-25 and into FY 2025-26, underpinned by hybrid-work adoption and Indias emergence as the worlds preferred GCC destination. CY 2025 closed with gross leasing at a record 88.7 msf and net absorption rising 25% YoY to a milestone 61.4 msf across the top 8 cities. Active pipelines and rising pre-commitments have created a clear landlords market in core micro-markets.

Flex operators registered an all-time high leasing of 12.4 msf in 2024 and 6.5 msf in H1 2025, establishing India as one of the worlds most mature flexible office ecosystems. Strata-sale offices and emerging asset classes data centres (Savills projects 15-18 msf of incremental demand), warehousing, life sciences, and senior living are providing fresh avenues for institutional capital. Infrastructure rollouts including NMIA, MTHL, Pune Ring Road, and metro extensions are unlocking new investment corridors.

The holiday home segment also presents strong opportunities, with Goa retaining its spotlight on the back of scenic appeal and growing second-home demand. Indias organised second-home inventory in gated communities stands at 16,700 units, with West India (Alibaug, Sindhudurg, Goa) commanding 48% market share; coastal villas in Goa priced Rs.5-25 crore remain top choices for ultra-luxury buyers, with branded residencies delivering rental yields of 4.7%. Affordability is no longer the sole decisive factor; health & safety, community living, sustainability, and smart-home integration are now key drivers of home purchase decisions.

8. TRANSFER TO RESERVES:

During the year under review, the Company did not propose to transfer any sum to any reserves.

However, the Securities Premium Account increased from Rs. 1,216.41 Lakhs to Rs. 6,197.94 Lakhs, primarily due to the premium received on issue of shares during the year, net of issue-related expenses. An amount of Rs.81 Lakhs (Rupees Eighty One Lakhs) was transferred from Debenture Redemption Reserve to retained earnings in FY 2025-26 after redeeming NCD.

9. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

The provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), are not applicable to the Company during the year under review.

10. STATE OF THE COMPANYS AFFAIR:

The Company is primarily engaged in the business of rendering services as marketing strategy planners and advisors to developers and real estate industry players, brokers, commission agents and also is permitted 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 intermediaries, to contract for and negotiate, issue and participate in funding any public and private loans and advances, underwriting contracts, mortgages, equity participation, cash credits, overdrafts and other financial facilities.

11. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE

OF THE REPORT:

During the year under review, the Company was listed on the SME Platform of Bombay Stock Exchange.

The aforesaid listing constitutes a material change affecting the status and financial position of the Company. Further the company has shifted its registered office within the local limits of city w.e.f 08.10.2025 to 2nd Floor, A Wing, Indiana Business Centre, of Makwana Road, Gamdevi, Marol, Andheri East, Mumbai 400059. Apart from the above, no other material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this report.

11A. BUSINESS RESTRUCTURING/SLUMP SALE OF UNDERTAKING"

Further, after the closure of financial year, the Board of Directors approved the transfer of the Companys some of the Premium Real Estate Projects Business Undertaking (cut of date : 31.03.2026) to its wholly owned subsidiary, Chestertons India Private Limited, by way of slump sale on a going concern basis, pursuant to The Intent Agreement For Business Transfer Cum Assignment dated 29.04.2026 and Business Transfer cum Assignment Agreement dated 26.05.2026

The transaction will be undertaken as part of the Companys strategic business restructuring initiative to consolidate and scale its premium real estate advisory and marketing business under the "Chestertons" brand through a dedicated subsidiary platform. The slump sale was undertaken for a lump sum consideration of Rs. 9.50 Crores, to be discharged through issuance of Optionally Convertible Preference Shares (OCPS) by the wholly owned subsidiary company, in compliance with the applicable provisions of the Companies Act, 2013 and the Income-tax Act, 1961. The Board is of the opinion that the aforesaid restructuring shall enable focused business operations, operational scalability and improved brand positioning in the premium real estate segment.

12. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES:

The Company has a Wholly Owned Subsidiary Company, Justo Infotech Labs Private Limited which was incorporated on 21^st November, 2022, having registered office at 2nd Floor, A Wing, Indiana Business Centre, Makwana Rd, Gamdevi, Marol, Andheri East, Marol Naka, Mumbai, Mumbai, Maharashtra, India, 400059. The principal business of Justo Infotech Labs Private Limited is business of Software Designing, Developing and Other Services Related to Computer Software and Solutions Etc.

During the year under review, the Company has also incorporated a wholly owned subsidiary, namely Chestertons India Private Limited, on 17 March 2026, in accordance with the applicable provisions of the Companies Act, 2013. Chesterton India Private Limited shall focus on advisory, branding and marketing of premium Real Estate project and also to venture in hospitality sector, inter alia, including development, consultancy, and dealing in residential, commercial, luxury villas, plots, hotels, and resorts along with providing end-to-end services such as property development, marketing, broking, leasing, and property management.

The said incorporation is in line with the main objects of the Company and is undertaken with a view to augment its business operations and future growth prospects.

Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient features of the financial statement of a Companys subsidiary is given as "Annexure-A" in the Form AOC-1.

Highlights of the performance of the Subsidiaries, Associates and Joint Venture Companies

Report on highlights on performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to overall performance of the companies during the period under report

r Sr. No. Name of Subsidiaries, Associates and Joint Venture Companies	Category	Contribution to the overall performance of the Company (Rs. in Lakhs)	Contribution to the overall performance of the Company (In %)
1 JUSTO INFOTECH LABS PRIVATE LIMITED	Wholly-Owned Subsidiary	0.33	0.01%
2 CHESTERTONS INDIA PRIVATE LIMITED	Wholly-Owned Subsidiary	0	0.00%

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises of Six [6] directors of which two [2] are Non-Executive Independent Directors; One [1] is Chairman & Managing Director & Three [3] are Non- Executive Directors as on March 31, 2026 who bring in a wide range of skills and experience to the Board.

• Retirement of Director by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the company, Mr. CFIIRAG PRASANNA MEFITA, Director of the Company is liable to retire by rotation and has offered himself for re-appointment at the ensuing Annual General Meeting of the company. A resolution for his reappointment is being proposed at the Annual General Meeting and his Profile is included in the Notice.

• Composition of the Board as on March 31, 2026

DIN	Name of Director	Category of Directors
01643973	PUSPAMITRA DAS	Chairman & Managing Director
07962440	VISHAL VASANTRAO KOKADWAR	Non-Executive Director
08386432	MILIND KESHAV OAK	Non-Executive & Independent Director
10514828	PAROOL ANOOP SETH	Non-Executive& Independent Director
06548260	CHIRAG PRASANNA MEHTA	Non-Executive Director
07136703 V	PRIYESH DINESHCHANDRA CHHEDA	Non-Executive Director

Based on the confirmations received none of the Directors are disqualified from being appointed/re-appointed as Directors in terms of Section 164 the Companies Act, 2013.

r Sr. No. Name of Director/KMP	Designation	Particulars of Change (Appointment/Cessation/ Change in designation)	Date of Change
1 JYOTI BALA SONI	COMPANY SECRETARY	CESSATON	31.03.2026
CM JIGNESHA FOFANDI	COMPANY SECRETARY	APPOINTMENT	01.04.2026

14. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet the criteria of their Independence as laid down in Section 149(6) and the provisions of Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEE OF THE BOARD AND INDIVIDUAL DIRECTOR:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the Listing Obligation & Disclosure Requirements Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as working of its Audit, Nomination and Remuneration Committee. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

The exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company, etc. The Independent Directors of the Company met on 16th February, 2026 without the presence of Non-Independent Directors and members of the management to review the performance of Non Independent Directors and the Board of Directors as a whole; to review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

A. Board Meetings:

During the year under review, the Board met 11 times. The intervening gap between the two consecutive Board Meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Companies Act, 2013.

Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

Sr. No.			Attendance
	Date of Meeting	Total No of Directors as on date of meeting	No. of Directors attended	% of Attendance
1	24.04.2025	6	6	100
2	30.04.2025	6	6	100
3	18.07.2025	6	6	100
4	05.09.2025	6	6	100
5	15.09.2025	6	6	100
6	16.09.2025	6	6	100
7	23.09.2025	6	6	100
8	26.09.2025	6	6	100
9	29.09.2025	6	6	100
10	29.10.2025	6	6	100
l 11	16.02.2026	6	6	100

B. Members Meetings:

Number of meetings held:

			Attendance
Type of meeting	Date of meeting (DD/M M/YYYY)	Total Number of Members entitled to attend meeting	Number of members attended	% of total shareholding
ANNUAL GENERAL ^MEETING	12.08.2025	47	20	42.55%

C. COMMITTEES OF THE BOARD

The Board of Directors of the Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee (CSR)

• Stakeholders Relationship Committee

AUDIT COMMITTEE

The Audit Committee was constituted in the board meeting dated 23.01.2025 with following roles and responsibilities;

• oversight of financial reporting process and the disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible;

• recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company and the fixation of the audit fee;

• approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• formulation of a policy on related party transactions, which shall include materiality of related party transactions;

• reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;

• examining and reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the directors responsibility statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions; and

vii. Modified opinion(s) in the draft audit report.

• reviewing, with the management half-yearly and annual financial statements before submission to the Board for apprval;

• reviewing, with the management, the statement of uses/application of funds raised through an issue(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Issue document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

• approval of any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed;

Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.

• scrutiny of inter-corporate loans and investments;

• valuation of undertakings or assets of the Company, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• discussion with internal auditors of any significant findings and follow up there on;

• reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• recommending to the board of directors the appointment and removal of the external auditor, fixation of audit

• recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services;

• looking into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of non-payment of declared dividends) and creditors;

• reviewing the functioning of the whistle blower mechanism;

• monitoring the end use of funds raised through public offers and related matters;

• overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases;

• approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

• reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding Rs. 10,00,00,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments existing, if applicable;

• carrying out any other functions required to be carried out as per the terms of reference of the Audit Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time;

• consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its members; and

• to review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively; and

• Such roles as may be prescribed under the Companies Act, SEBI Listing Obligations & Disclosure Requirements Regulations, 2015 and other applicable provisions.

• Approve all related party transactions and subsequent material modifications.

B. The audit committee shall mandatorily review the following information:

• Management discussion and analysis of financial condition and results of operations;

• Management letters/letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses;

• The appointment, removal and terms of remuneration of the chief internal auditor;

• Statement of deviations in terms of the SEBI Listing Obligations & Disclosure Requirements Regulations, 2015.

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) where the Equity Shares are proposed to be listed in terms of Regulation 32(1) of the SEBI Listing Regulations; and

b. annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Obligations & Disclosure Requirements Regulations, 2015.

• review the financial statements, in particular, the investments made by any unlisted subsidiary.

The Composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Audit Committee consists of the following members:

Name of Director	Nature of Directorship	Category of Directors 1
Mr. Milind Oak	Independent Director	Chairman
Ms. Parool Seth	Independent Director	Member
Mr. Priyesh Chheda	Non- Executive Director	Member (Ceased w.e.f. 29.10.2025)
Mr. Chirag Mehta V	Non-Executive Director	Member (appointed w.e.f. 29.10.2025)*

*During FY 2025-26, consequent to the request of the concerned Directors and approval of the Board vide meeting dated 29.10.2025, Mr. Chirag Prasanna Mehta was appointed as Member of Audit Committee, while Mr. Priyesh Dineshchandra Chheda was ceased to be Member of Audit Committee. The committee continue to comply with composition requirements under Sections 177 & 178 of the Companies Act, 2013 and SEBI LODR Regulations.

During the year under review, the Audit Committee met. All the recommendations of the Audit Committee were accepted by the Board during the year under review. Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

Sr. No.			Attendance
	Date of Meeting	Total No of Members on date of meeting	No. of Members attended % of Attendance
1	24.04.2025	3	3	100
2	30.04.2025	3	3	100
3	18.07.2025	3	T	100
4	05.09.2025	3	3	100
5	16.09.2025	3	3	100
6	29.10.2025	3	3	100
7	16.02.2026	3	3	100

Subsequent to the close of the financial year, a meeting of the Audit Committee was held on 29th April, 2026 to consider and recommend various matters to the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted in the board meeting dated 23.01.2025 with following roles and responsibilities;

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors of the Company (the "Board" or "Board of Directors") a policy relating to the remuneration of the directors, key managerial personnel and other employees ("Remuneration Policy" Refer to Annexure-D). The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

i. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;

ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

i. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals.

• Formulation of criteria for evaluation of performance of independent directors and the Board;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become directors and who may be appointed as senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying out effective evaluation of performance of Board, its committees and individual directors (including independent directors) to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;

• Analysing, monitoring and reviewing various human resource and compensation matters;

• Deciding whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

• Determining the Companys policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;

• Recommending to the board, all remuneration, in whatever form, payable to senior management and other staff, as deemed necessary;

• Reviewing and approving the Companys compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

• Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if applicable;

• Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including:

i. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and

ii. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable.

• Administering monitoring and formulating detailed terms and conditions the employee stock option scheme/ plan approved by the Board and the members of the Company in accordance with the terms of such scheme/ plan ("ESOP Scheme"), if any;

• Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/ or rescinding rules and regulations relating to the administration of the ESOP Scheme;

• Perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory authority.

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

i. use the services of an external agencies, if required;

ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and

iii. consider the time commitments of the candidates.

• Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.

The Composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The Nomination and Remuneration Policy of the Company contains the guidelines on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3).

The Nomination and Remuneration Committee consists of the following members:

Name of Director	Nature of Directorship	Category of Directors ^
Ms. Parool Seth	Independent Director	Chairperson
Mr. Milind Oak	Independent Director	Member
Mr. Chirag Mehta	Non- Executive Director	Member (Ceased w.e.f. 29.10.2025)
Mr. Priyesh Chheda	Non-Executive Director	Member (appointed w.e.f. 29.10.2025)*

*During FY 2025-26, consequent to the request of the concerned Directors and approval of the Board vide meeting dated 29.10.2025, Mr. Chirag Prasanna Mehta was ceased to be Member of Nomination & Remuneration Committee, while Mr. Priyesh Dineshchandra Chheda was appointed as Member of Nomination & Remuneration Committee. The committee continue to comply with composition requirements under Sections 177 & 178 of the Companies Act, 2013 and SEBI LODR Regulations.

During the year under review, the Nomination and Remuneration Committee met 3 times Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

Sr No.			Attendance
	Date of Meeting	Total No of Members on date of meeting	Total No of Members on date of meeting	% of Attendance
1	24.04.2025	3	3	100
2	18.07.2025	3	3	100
3	16.02.2026	3	3	100?

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

The Corporate Social Responsibility Committee (CSR) was constituted in the board meeting dated 23.01.2025 with following roles and responsibilities;

1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;

2. To review and recommend the amount of expenditure to be incurred on the CSR related activities to be undertaken by the company;

3. To institute a transparent monitoring mechanism for the implementation of the CSR projects, programs and activities undertaken the Company from time to time;

4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time;

The roles and responsibilities of the CSR Committee include formulation and recommendation of Corporate Social Responsibility policy to the Board, recommending the amount to be incurred for CSR activities, instituting a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company, and monitor the CSR policy from time to time.

The CSR Committee consists of the following members:

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

During the year under review, the CSR Committee met twice. Following is the detail of the attendance of each of the members of the CSR Committee at its Meetina held durina the vear under review:

			Attendance
Sr No.	Date of Meeting	Total No of Members on date of meeting	No of Members attended	% of Attendance
1	18.07.2025	3	3	100
l 2	16.02.2026	3	3	100

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted in the board meeting dated 23.01.2025 with following roles and responsibilities;

• The Stakeholders Relationship Committee shall be responsible for, among other things, as may be required under the applicable law, the following:

• Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other security holders;

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares or debentures, including non-receipt of share or debenture certificates and review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;

• Review of measures taken for effective exercise of voting rights by members;

• Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

• Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the registrar and share transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services;

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the members of the company; and

Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

The Stakeholders Relationship Committee consists of the following members:

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

During the year under review, the Stakeholders Relationship Committee met 1 times Following is the detail of the attendance of each of the members of the Stakeholders Relationship Committee at its Meeting held during the year under

le lew!

Sr No.			Attendance
	Date of Meeting	Total No of Members on date of meeting	No of Members attended	% of Attendance
1 Y	16.02.2026	3	3	100% y

16. MEETING OF INDEPENDENT DIRECTOR:

During the year under review, 1 (one) meeting of Independent Directors of the Company was held on 16.02.2026 in which both independent directors were present.

The object of Independent Meeting was to review the performance of Non- Independent Director and the Board as a whole including the Chairperson of the Company.

17. LISTING WITH STOCK EXCHANGES

Your Company has paid requisite annual listing fees to Bombay Stock Exchange (BSE) where its equity shares are listed.

18. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

A. In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with the 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 affairs of the Company as on March 31, 2026, and of its profit and loss for the financial year ended on that date;

C. The Directors had taken proper and sufficient 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 Director had prepared the annual accounts for the financial year 2025-26 on a going concern basis; and

E. The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

19. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as prescribed under section 148(1) of the Companies Act, 2013.

20. CAPITAL STRUCTURE:

• Authorized Share Capital

During the year, the company has not altered the Authorized share capital. Hence, the authorized share capital of the Company as Rs. 2500 Lakhs (Rupees Two Thousand Five Hundred Lakhs Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

• Issued and Paid-up Capital

The paid-up Equity Share Capital of the company is Rs. 1879.81 Lakhs (divided into 1,87,98,142 Equity Shares of Rs. 10/-each) as on March 31, 2026.

During the year under review, the Company has increased its paid-up share capital pursuant to a public issue (IPO). The Company allotted 49,61,000 (Forty Nine Lakhs Sixty One Thousand) equity shares of face value of TIO each at a premium of TI17 per share.

Shares with differential voting rights and sweat equity shares:

The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

21. REDEMPTION OF NON-CONVERTIBLE DEBENTURES;

During the year under review, the Company on 27.10.2025 has redeemed 900 (Nine Hundred) 15.77% Unlisted, Secured, Redeemable, Non-Convertible Debentures of face value fl,00,000 (Rupees One Lakh Only) each, aggregating to Rs.900 Lakhs (Rupees Nine Hundred Lakhs Only).

Pursuant to the redemption, the Trust Deed dated 22nd October 2024 stands terminated, and the charge created in favour of MITCON Credentia Trusteeship Services Limited has been duly satisfied and released on 27th October 2025.

22. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, apart from the loans made, guarantee given or security provided by the Company in the ordinary course of business are given in the Notes to accounts forming part of the Audited Financial Statements for the year ended March 31, 2026.

Details of Transactions undertaken:

Corporate Identity Number (CIN) or Foreign Company Registration Number (FCRN) Permanent Account Number (PAN)	U68200MH2026PTC469535
Name of the Party	CHESTERTONS INDIA PRIVATE LIMITED
Type of person (Individual/Entity)	COMPANY
Nature of transaction	INVESTMENT
In case of loan, rate of interest would be enquired	NA
Brief on the transaction	Wholly-Owned Subsidiary
Amount (in Lakhs)	1.00
Date of passing Board resolution (DD/MM/YYYY)	16.02.2026
Whether the threshold of 60% of paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account breached Rs.	NA
Whether the transaction falls under the purview of proviso to Section 186(3) and Company is not required to pass Special Resolution
The loan or guarantee is given or where a security has been provided to its wholly owned subsidiary company or a joint venture company, or acquisition is made by a holding company, by way of subscription, purchase or otherwise of, the securities of its wholly owned subsidiary company, the requirement of this sub-section shall not apply:	NO
SRN of MGT-14 V	NA y

(b) There are reportable transactions on which section 186 applies and those are detailed above. However, all the transactions are non-material in nature and at arms length. Proper process as prescribed under applicable law was followed while according approvals for all such transactions.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013:

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-B in prescribed Form AOC-2 and forms part of this report.

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are as mentioned below:

24. Conservation of energy-

(i) the steps taken or impact on conservation of energy; The Company does not belong to the category of power intensive industry and hence consumption of power is not significant. However, the management gives due importance to conservation of energy wherever feasible, and also reviews from time to time, the measures taken/to be taken for reduced and prudent consumption and conservation of energy.

(ii) the steps taken by the company for utilising alternate sources of energy; Though the activities undertaken by the Company not energy intensive, the Company shall explore alternative sources of energy, as and

when the necessity arises.

(iii) the capital investment on energy conservation equipments; NIL

25. Technology absorption-

(i) the efforts made towards technology absorption; NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported; Not applicable

(b) the year of import; Not applicable

(c) whether the technology been fully absorbed; Not applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable

(iv) the expenditure incurred on Research and Development. NIL

The company had a total foreign exchange earnings and outgo as provided below during the year ended 31st, March 2026:

^ TOTAL FOREIGN EXCAHNGE EARNINGS	NIL
^ TOTAL FOREIGN EXCAHNGE OUTGO	335.26 Lakhs

26. RISK MANAGEMENT FRAMEWORK:

The Company has laid down a well-defined Risk Management framework covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a framework to report the genuine concerns against the suspected or confirmed fraudulent activities, allegations of corruption, violation of the Companys Code of Conduct.

The Company will provide adequate safeguards against victimization of persons who use this mechanism. Such persons shall have direct access to the Chairman of the Audit Committee when appropriate.

The whistle blower policy is placed on the website of the Company and can be accessed at https://www.iusto.co.in/disclosure-under-regulation.php

28. CODES AND STANDARDS

The Company has formulated various policies and codes in compliance with provisions Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and to ensure high ethical standards in the overall functioning of the organization. The said policies and codes are periodically reviewed by the Board of Directors. The key policies and codes as approved by the Board of Directors and the respective compliance there under are detailed herein below:

• Fair Practice Code

The Company has in place a Fair Practice Code (FPC), which includes guidelines on appropriate staff conduct when dealing with the customers and on the organizations policies vis-a-vis client protection. During the year under review, FPC was modified by the Board and the grievance redressal mechanism within the Company was further strengthened. The following policy is placed on the website of the Company and can be accessed at https://www.justo.co.in/disclosure-under-regulation.php

• Policy on Disclosure of material events and information

During the year under review, the Company has adopted the Policy on Disclosure of Material Events and Information, in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to determine the events and information which are material in nature and are required to be disclosed to the Stock Exchanges. The policy is placed on the website of the Company and can be accessed at _https://www.justo.co.in/disclosure-under-regulation.php available by name "_Policy for Determination of Material Events and Disclosure"

• Code of Conduct for Board Members and the senior management

The Company has adopted Code of Conduct for the Board of Directors and the Senior Management Personnel to set forth the guiding principles on which the Company and its Board and Senior Management Personnel shall operate and conduct themselves with multitudinous stakeholders, government and regulatory agencies, media and anyone else with whom it is connected. The following policy is placed on the website of the Company and can be accessed at https://www.justo.co.in/disclosure-under-regulation.php

• CEO & CFO Certification

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 not applicable on the company as the company is SME company and exemption is granted to SME under Regulation-15(2) of SEBI (LODR), Regulations, 2015. However, as a good governance practice company has complied with relevant provisions of law.

Mr Dinesh Dolar, a Chartered Accountant handles finance, accounts and taxation functions.

• Code for Prevention of Insider Trading Practices

The Company has formulated and adopted a Code for Prevention of Insider Trading Practices in accordance with the model code of conduct as prescribed under the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, as amended. The code lays down guidelines, which includes procedures to be followed and disclosures to be made while dealing in the shares of the Company. The code is applicable to the promoters, directors, senior designated employees and their dependents and the said persons are restricted from dealing in the securities of the Company during the restricted trading periods notified by the Company, from time to time.

• Code of Business Ethics (COBE)

The Company has adopted a Code of Business Ethics (COBE) which lays down the principles and standards that govern the activities of the Company and its employees to ensure and promote ethical behaviour within the legal framework of the organization.

The Company has put in place, a Policy for Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace and an Internal Complaints Committee (ICC) has been constituted there under. The Policys primary objective is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations. During the year no complaints were received in this regard. During the year under review, company has not received any complaint for any harassments.

• Comprehensive Risk Management Policy

The Company is committed to manage its risk in a proactive manner and has adopted a structured and disciplined approach to risk management by developing and implementing risk management framework. With a view to manage its risk effectively your Company has in place a Comprehensive Risk Management Policy which covers a formalized Risk Management Structure, along with other aspects of risk management i.e. credit risk management, operational risk management, market risk management and enterprise risk management. The Risk Management Committee of the Board, on periodic basis, oversees the risk management systems, processes and minimization procedures of the Company.

• Corporate Social Responsibility (CSR) Policy

The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board a comprehensive CSR Policy indicating the activities to be undertaken by the Company in compliance with Schedule VII of the Companies Act, 2013 and the Companies (CSR Policy) Rules, 2014 (as amended).

The complete CSR Policy is attached as Annexure-C and is also available on the Companys website at: https://www.justo.co.in/disclosure-under-regulation.php

• Remuneration Policy

The Nomination and Remuneration Committee had laid down criteria for determining Directors Qualification, Attributes and Independence of a Director, remuneration of Directors, Key Managerial Personnel and other employees and criteria for evaluation of Directors, Chairperson, Non-Executive Directors and Board and the evaluation process of the same. The following policy is attached herewith as Annexure-D and also placed on the website of the Company and can be accessed at https://www.justo.co.in/disclosure-under-regulation.php

• Familiarization Programme for Independent Directors:

The objective of a familiarization programme is to ensure that the non-executive directors are updated on the business environment and overall operations of the Company. This enables the non-executive directors to make better informed decisions in the interest of the company and its stakeholders. The following policy is placed on the website of the Company and can be accessed at https://www.justo.co.in/disclosure-under-regulation.php

29. STOCK OPTION (ESOP)

During the year Company has not issued any stock options to its employees.

30. 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, 2026, has been placed on the Companys website and can be accessed at www.justo.co.in.

31. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Companys Corporate Social Responsibility (CSR) liability stands at Rs. 33.99 lakhs. The Board of Directors has approved the CSR Policy of the Company as formulated and recommended by the CSR Committee, which is available on the website of the Company at https://www.justo.co.in/img/investor_relations/csr/Corporate-Social-Responsibility-Policy.pdf 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- C."

32. 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. Further, as on date, no compensation is paid to any of the directors from Chestertons India Private Limited.

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

33. INTERNAL FINANCIAL CONTROLS:

The Company has in place robust automated software systems to handle financial function and 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.

34. 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.

35. REGISTRAR AND SHARE TRANSFER AGENT:

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

36.ISIN CONNECTIVITY:

During the year under review, the Company 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 securities. As on date all the Equity Shares issued by the Company are in demat mode.

37. BSE COMPLIANCES:

The Company was listed on SME Platform of BSE Exchange as on 01st October, 2025. Further, the Company has complied with all the applicable compliances with respect to the quarterly/yearly compliances to be done during the year.

38. LISTING FEES:

Your Company has paid requisite annual listing fees to Bombay Stock Exchange (BSE) where its equity shares are listed.

39. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as prescribed under section 148(1) of the Companies Act, 2013.

40.SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

41. AUDITORS AND AUDITORS REPORT

• Statutory Auditors

M/S SMMP & Co., a Chartered Accountant, (FRN: 120438W) firm having experience in handling Statutory Audits of large listed companies, were appointed as Statutory Auditors of the Company for a period of 5 (five) consecutive years, at the Annual General Meeting of Members held on 12.08.2025. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company.

The Statutory Auditors Report forms part of the Annual Report. There is no audit qualification, reservation or adverse remark for the year under review.

• Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Pursuant to Reg. 24A of Securities Exchange Board of India (Listing Obligation & Disclosure Requirement) (Amendments) Regulations, 2018, the Board of Directors of the Company had appointed M/s Ronak Jhuthawat & Co., Practicing Company Secretaries,, to undertake the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed as "Annexure E" and forms an integral part of this Report.

The said report, does not contain any qualification, reservation or adverse remark, and thus do not call for any further comments.

Further, the company recommends to appoint M/s Ronak Jhuthawat & Co, as secretarial auditor for the 5 years i.e. 2025-26 to 2029-30.

42. INTERNAL AUDIT & INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has put in place, adequate internal control procedures commensurate with its size and nature of business. Your Company has clearly laid down policies, guidelines, and procedures that form a part of the internal control systems. The adequacy of the internal control systems encompasses the Companys business processes and financial reporting systems and is examined by the management as well as by its internal auditors at regular intervals. The internal auditors conduct audits at regular intervals to identify the weaknesses and suggest improvements for better functioning. The observations and recommendations of the internal auditors are discussed by the Audit Committee to ensure timely and corrective action.

Your Company has appointed M/S SKHD & CO., a renowned Chartered Accountant firm as Internal Auditor of the Company, who reports to the Audit Committee and to the Board of Directors of the Company. The Internal Auditor conducts comprehensive audit of functional areas and operations of the Company to examine the adequacy of and compliance with policies, procedures, statutory and regulatory requirements. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations.

The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism. The function also proactively recommends improvement in policies and processes, suggests streamlining of controls against various risks.

Your Company has laid down set of standards, processes and structure, which enables it to implement internal financial control across the Company and ensure that the same are adequate and operating effectively.

43. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Act any instances of fraud committed against the Company by

It: ottKei: oi employee:.

44. 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

45. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

The Company received an adjudication orders from the Registrar of Companies (ROC), Mumbai under Section 454 of the Companies Act, 2013. The said order pertains to suo moto disclosure by your company on certain technical compliances deviations during initial years of incorporation. The company has filed appeal against order of office of the Registrar of companies at the office of Regional Director, Mumbai Ministry of Companies Affairs, the outcome of which is awaited.

The Company has now in place automated compliance system in place with periodic reporting of all compliances to committees and board of directors.

46. 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 2026.

47. REPORT ON CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has taken adequate steps to adhere to all the stipulations laid down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and Rules thereto, as amended from time to time.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Disclosures as required under The Companies Act, 2013 and the Rules thereto, Company being listed on SME platform, is exempted from this provision.

48. MANGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Managements Discussion and Analysis Report, for the year under review, is presented in as separate section forming part of this Annual Report.

49. ENHANCING SHAREHOLDERS VALUE

The Company believes that its Members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

50. 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 different 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.

51. 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.

52. 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, 2026.

Male Employees:	209
Female Employees:	80
Transgender Employees:	NA

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

53. 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.

54. AWARDS AND RECOGNITIONS:

During the period under review, Justo Realfintech Limited and its leadership team received several prestigious industry awards, reflecting its excellence in real estate advisory, innovation, and workplace culture.

55. DISSOLUTION OF INITIAL PUBLIC OFFER ("IPO") COMMITTEE:

During the year under review, The Company successfully completed its Initial Public Offering (IPO) on 1st October, 2025, and the equity shares of the Company were listed thereafter.

However, for the smooth execution of the IPO process, the Board had constituted an IPO Committee to oversee matters relating to the issue, offer, and allotment of equity shares and other activities incidental thereto. Pursuant to the successful completion of the IPO, the purpose of the IPO Committee stood fulfilled, and accordingly, the said Committee was dissolved w.e.f 01st October, 2025

	Nature of Directorship	Category of Directors
Mr. Puspamitra Das	Managing Director	Chairman
Mr. Chirag Mehta	Non-Executive Director	Member
Mr. Vishal Kokadwar	Non- Executive Director	Member

56. PARTICULARS OF EMPLOYEES

In terms of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and Employees of the Company have been provided in Annexure f to this Boards Report. Further, statement containing details of employees as required in terms of Section 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the ensuing Annual General Meeting. A copy of the statement may be obtained by shareholders by writing to the Company Secretary at the Registered & Corporate Office of the Company.

57. DISCLAIMER

While every effort 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.

Certain portion of this Board Report contains forward looking statements which are sourced from various reports on real estate industry and some of such statements are estimates of senior management of the company. The company do not guarantee or undertake any assurance on such statements, neither will company entertain any claim for actions taken based on such statements. Before taking any decision, the concerned person(s) are advised to take at advice.

58. ACKNOWLEDGEMENTS

Your Board of Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Ministry of Corporate Affairs, Securities and Exchange Board of India, the Government of India, Stock Exchanges and other Regulatory Authorities, Bankers, Lenders, Financial Institutions, Members, employees, and Customers of the Company for their continued support and trust.

Your directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued robust performance on all fronts.

In closing, we would like to thank all the investors as well as the communities we operate in who have reposed their trust in us and supported us in our journey.

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: 29.05.2026