Keynote Financial Services Ltd Directors Report

Dear Shareholder(s),

Your directors have pleasure in presenting their 33^rd Annual Report together with the Audited Accounts of your Company for the year ended March 31, 2026.

FINANCIAL RESULTS

(Rs.In Lakhs)

Particulars	Year Ended 31-03-2026	Year Ended 31-03-2025	Year Ended 31-03-2026	Year Ended 31-03-2025
	Standalone	Standalone	Consolidated	Consolidated
Total Income	717.02	1,063.43	2,946.17	3,074.31
Gross OperatingProfit	(148.80)	283.25	1,037.06	1,246.89
Depreciation	32.28	30.64	108.31	91.45
Exceptional Items	35.44	—	35.44	—
Profit/Loss Before Tax	(181.08)	252.61	928.73	1,155.43
Provision for :
Current Tax	47.49	22.34	320.49	265.17
Deferred Tax Liability/Assets)	(67.32)	(161.33)	(59.56)	(205.65)
Taxation of earlier years	4.71	18.30	1.92	21.36
Profit/Loss After Tax	(165.96)	373.30	665.88	1,456.99
Other Comprehensive Income	5.05	(1.21)	5.42	(10.57)
Loss on control of subsidiary			2.25
Reversal of earlier recognized trust- related loss pursuant to Scheme being effective				4.12
Profit/(loss) brought forward from Previous year	(160.91)	372.09	10,676.67	9,281.80
Surplus available	4,352.79	4,050.88	11,350.22	10,732.34

DIVIDEND

Your directors are pleased to recommend dividend of 1/- per Equity Share having a face value of 10/- each, (i.e. 10%) for the year ended March 31, 2026, and the same will be paid subject to the approval of the shareholders at the 33^rd Annual General Meeting (AGM) of the Company.

OPERATIONS

Total income on a standalone basis for the Financial Year 2025-2026 was 717.02 lakhs as against 1,063.43 lakhs for the Financial Year 2024-2025. The total revenue from sale of services for the Financial Year 2025-2026 was 705.10 lakhs as compared to 593.73 lakhs for the financial year ended 2024-2025. The loss of the company on a standalone basis for the Financial Year 2025-2026 was -165.96 lakhs as compared to 373.30 lakhs for the Financial Year 2024-2025. There has been a net loss on account of fair value changes of -150.38 lakhs during the current financial year.

Total income from operations on a consolidated basis for the Financial Year 2025-2026 was 2,946.17 lakhs as against 3,074.31 lakhs for the Financial Year ended 2024-2025. The company registered a net profit of

665.88 lakhs on a consolidated basis as against a net profit of 1,456.99 lakhs for the Financial Year 2024-2025. There has been a net gain due to fair value changes amounting to 426.89 lakhs.

Your Company continues to provide services of Merchant Banking on ECM in the mid-market client segment. With a focus on IPOs on the main board, your Company is currently working actively on several mandates as BRLM which will fructify over the next 12-18 months.

The Company also concluded a few mandates on Corporate Finance and Advisory. The Company also continued its practice of providing services to Alternative Investment Funds (AIFs) as mandated by SEBI.

OPERATIONS OF SUBSIDIARIES AND ASSOCIATE COMPANY

At present, the Company has two subsidiaries and one associate company, namely:

Keynote Capitals Limited (KCL) a wholly owned subsidiary and an integrated broking house. KCL is a member of both BSE and NSE and is also a Depository Participant with Central Depository Services (India) Limited (CDSL).

Keynote Fincorp Limited (KFIN) a Non-Banking Financial Company (NBFC).

In the past year, KCL has continued its focus on strengthening its Institutional Brokerage business. It has put in place a research team for servicing institutions actively, added personnel on the institutional sales.

The new initiatives of KCL has been the development of an app ‘FIKAA - Financial Independence through Knowledge and Action (www.fikaa.in). This app is AI driven and targeted towards women attaining financial independence through investing in Mutual Funds. It has also expanded into areas, such as Gold.

KCL continues to actively invest in the early stage ventures & start-up space through minority investments such as ‘50 Fin, ‘Arthum.

CESSATION OF ASSOCIATE COMPANY

Pursuant to the Order dated February 06, 2026, passed by the Regional Director, Eastern Region, Maple Leaf Trading and Services Limited has been amalgamated with Bela Properties Private Limited with effect from February 06, 2026, with an appointed date of April 01, 2025. Consequently, Maple Leaf Trading and Services Limited has ceased to be an associate company of the Company under Ind AS 28, and the consequential impact of cessation of equity accounting has been appropriately accounted for in the Consolidated Financial Statements of Keynote Financial Services Limited.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Keynote Capitals limited (KCL, 100% subsidiary) and Keynote Fincorp Limited (KFIN) are subsidiary companies of KFSL.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

The financial statements of the subsidiary Companies are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial of its subsidiary companies to the shareholders upon their request. The statements are also available on the website of the Company https://keynoteindia.net/investor-relations/subsidiary-financials

As stipulated by Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["Listing Regulations"] the consolidated financial statement have been prepared by the Company in accordance with the applicable Accounting standards. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

The company has formulated a policy for determining ‘material subsidiaries and such policy is disclosed on the companys website at https://keynoteindia.net/governance/material-subsidiary-policy.

TRANSFER TO RESERVES

During the year your Company has not transferred any amount to general reserve.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Listing Regulations with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Companies Act, 2013 and Listing Regulations require compliance with specified Corporate Governance practices. These practices have been fully implemented and a certificate from the Practicing Company Secretary as well as a detailed report on Corporate Governance approved by the Board of Directors of the Company is set out in this Annual Report. Your Company has also been enlisted in the new SEBI Complaint Redressal System (SCORES) enabling the investors to register their complaints, if any for speedy redressal.

DEMATERIALIZATION

The Equity Shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Ltd. (NSDL), Central Depository Services (India) Ltd. (CDSL) and existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders. The International

Securities Identification Number (ISIN), allotted to the Company is INE681C01015. The Equity Shares of the Company are listed and traded on BSE and NSE. On BSE the equity shares of the Company are traded in "B" segment. The Equity Shares of the Company are being traded in compulsory dematerialized mode. As on March 31, 2026, 98.75% of equity capital of the company is in dematerialized mode.

PUBLIC DEPOSIT

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013, and the necessary rules made thereunder during the year ended March 31, 2026.

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The particulars of loans, guarantees, and investments have been disclosed in the notes to the financial

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. ThescopeandauthorityoftheInternalAuditfunctioniswelldefined.To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the other Directors.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and based on the report of internal audit the management undertakes corrective action in the respective areas and thereby strengthens the controls. Significant audit observations and recommendations if any, along with corrective actions thereon are required to be presented to the Audit Committee of the Board. During this financialyear no such observations have been made.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company understands and values Corporate Social Responsibility (CSR) initiatives of the Government and has also noted the requirements of CSR activities in terms of Companies Act, 2013. The requirement of mandatory implementation of CSR activity is presently not applicable to your company.

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

(A) Conservation of energy:

Considering the nature of business activities carried out by the Company, your directors have nothing to report with regard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption:

The management keeps itself abreast of the technological advancements in the industry and has adopted the state-of-the-art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign exchange earnings and Outgo: a) The foreign exchange earnings 10.28 Lakhs (previous year 23.80 Lakhs). b) The foreign exchange expenditure 3.18 Lakh (previous year 6.79 Lakh).

STATE OF AFFAIRS

The information on the state of affairs of the Company has been given as part of the Management Discussion and Analysis Report, forming part of the Annual Report of the Company.

DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, 2013

There are no material changes and commitments which could affect the Companys financial occurred between the end of the financial year of the Company and date of this report.

DIRECTOR AND KEY MANAGERIAL PERSONNEL (KMP) (i) Changes in Director and Key Managerial Personnel (KMP):

As of March 31, 2026, the Company has six Directors on its Board, comprising Two Executive Directors,

One Non-Executive and Non-Independent Director, and Three Independent Directors. One of the Executive

Director is a Woman Director.

Retire By Rotation

Mr. Vineet Suchanti (DIN- 00004031) retires by rotation and being eligible, offers himself a reappointment. A resolution seeking Shareholders approval for his reappointment along with other required details forms part of the notice.

Re-appointment

Re-appointed Mrs Rinku Vineet Suchanti (DIN 00012903) as a Whole-Time Director of the Company for further period of 3 (three) years effect from 1^st July 2026 to 30^th June 2029 subject to approval from shareholders in ensuing Annual General Meeting.

Declaration of Independence

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16 (1) (b) of the Listing Regulations. The Independent Directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and Senior Management Personnel.

(ii) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Listing Regulations. Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Regulation 19 of the Listing Regulations the Board of Directors had formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate

Governance Report which forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS, AUDIT COMMITTEES, NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Board of Directors duly met four (4) times during the financial year, i.e. on May 29, 2025, August 14, 2025, November 14, 2025, and February 12, 2026, in respect of which appropriate notices were given and the proceedings were recorded and signed in the Minute Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Audit Committee duly met four (4) times during the financial year i.e. on May 29, 2025, August 14, 2025, November 14, 2025, and February 12, 2026, in respect of which appropriate notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

The Nomination and Remuneration Committee duly met only once during the financial year i.e. on August 14,

2025, in respect of which appropriate notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

The Stakeholders Relationship Committee duly met only once during the financial year i.e. on February 12,

2026, in respect of which appropriate notice was given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They have 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 at the end of the financial year and of the loss of the company for that period;

c) They have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE

In terms of regulation 34(3) read with schedule V of the Listing Regulations, the Company has obtained a Certificatefrom M. K. Saraswat & Associates LLP (Formerly known as M. K. Saraswat and Associates) Practicing Company Secretaries confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company either by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any other Statutory Authorities. The said Certificate is annexed as part of this Report.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULES FRAMED THERE UNDER

In accordance with the provisions of section 197(12) of the Companies Act, 2013, the ratio of the remuneration of each Director to the median employees remuneration and other details in terms of sub section 12 of Section197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as "Annexure A".

In accordance with provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the annexure pertaining to the names and other particulars of employees is available for inspection in electronic mode. Any Shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary & Compliance Officer at the Registered Office of the Company.

EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026, is available on the Companys website and can be accessed at https://keynoteindia.net/investor-relations/annual-return.

AUDIT REPORTS AND AUDITORS AUDIT REPORTS

Statutory Audit Report

The observations made by the Statutory Auditors in their Report for the Financial Year Ended March 31, 2026, read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under section 134(3) of the Companies Act, 2013. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

Secretarial Audit Report

The Secretarial Auditor has submitted their Report as on March 31, 2026. The Secretarial Audit Report is annexed herewith as "Annexure B"

Further, the Secretarial Compliance Report for the financial year ended 31st March 2026 was obtained from M. K. Saraswat & Associates LLP (Formerly known as M. K. Saraswat and Associates) Practicing Company Secretaries, in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued there under, pursuant to requirement of Regulation 24A of Listing Regulations. The said Report is annexed as part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. In addition to the above, a report on secretarial compliance for the financial year ended March 31, 2026, is being submitted to the Stock Exchanges.

Further, pursuant to the provisions of Regulation 24A of Listing Regulations, the Secretarial Audit Report of Keynote Capitals Ltd. (KCL) and Keynote Fincorp Ltd. (KFIL) is available at website of the Company at www. keynoteindia.net and forms a part of this Annual Report.

AUDITORS Statutory Auditors

In terms of provisions of Section 139 of the Act, M/s. S M S R & CO LLP Chartered Accountants, Mumbai

(Firm Registration No. 110592W/W100094) were reappointed as Statutory Auditors of the Company at the

28^th Annual General Meeting (AGM) held on September 29, 2021, to hold office till the conclusion of 33 ^rd AGM of the Company. The Report given by M/s. S M S R & CO LLP, on the financialstatements of the Company for the Financial Year 2025-2026 is part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

As the term of M/s. S M S R & CO LLP as the Statutory Auditors of the Company expires at the conclusion of 33^rd AGM, the Board of Directors of the Company at their meeting held on 29^th May 2026, based on the recommendation of the Audit Committee, has recommended to the Members the appointment of M/s. V K Beswal and Associates, Chartered Accountants, (Firm Registration No. 101083W) as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 33 ^rd AGM till the conclusion of the 38^th AGM. Accordingly, an Ordinary Resolution, proposing appointment of M/s. V K Beswal and Associates, as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 33^rd AGM of the Company. The Company has received the written consent and a certificate that M/s. V K Beswal and Associates, satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

M/s. V. K. Beswal & Associates is a firm of Chartered Accountants registered with and empanelled by the Institute of Chartered Accountants of India (ICAI). The firm was established in 1983 and has its registered office at 408, Rewa Chambers, 4th Floor, 31, New Marine Lines, Mumbai 400 020.

The firm possesses extensive experience in providing a wide range of professional services, including Direct Taxation, International Taxation, Corporate and Company Law Advisory, Goods and Services Tax (GST) Consultancy, Accounting and Compliance, and Audit & Assurance Services. Over the years, it has built a reputation for delivering high-quality, reliable, and value-driven professional services to a diverse clientele across various sectors.

Secretarial Auditor

In 32^nd Annual General Meeting (AGM) of the Company held on 26^th September 2025 approved the appointed M. K. Saraswat & Associates LLP (Formerly known as M. K. Saraswat and Associates) ["MK"] as the Secretarial Auditors of the Company for first term of 5 (five) consecutive financial year, to undertake the Secretarial Audit from Financial Year 2025-2026 to Financial Year 2029-2030, based on consent received from MK.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. Further, in terms of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015, listed companies shall have a whistle blower policy and make employees aware of such policy to enable employees to report instances of leak of unpublished price sensitive information.

The purpose of the "Whistle blower Policy" is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/ or discrimination as a result of such a reporting, provided it is justified and made in good faith.

The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the website of the Company at https://keynoteindia.net/governance/vigil-mechanism.

RELATED PARTY TRANSACTIONS

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length as part of its philosophy of adhering to highest ethical standards, transparency, and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The policy on related party transactions has been placed on the Companys website at https://keynoteindia.net/governance/rpt-policy.

Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. All related party transactions are placed on a quarterly basis before the Audit Committee and before the Board for review and approval. All contracts, arrangements and transactions entered by the Company with related parties during financial year 2025-2026 were in the ordinary course of business and on an arms length basis. There were no contracts, arrangements or transactions entered during the scope of Section 188(1) of the Companies Act, 2013. Refer thefinancial [Form AOC-2] annexed to this Report. Your company has also adopted the policies as per the amendments in SEBI (LODR) Regulations in respect of Related Party Transactions.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Companys website at https://keynoteindia.net/governance/code-of-conduct.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior

Management personnel have complied compliance with the Code.

RISK MANAGEMENT

The Risk Management policy is not applicable to the Company.

PREVENTION OF INSIDER TRADING

You Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The code inter alia lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing unpublished price sensitive information ("UPSI").

The code covers the Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at https://keynoteindia.net/governance/code-of-conduct.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), have been complied with.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND a) Transfer of Unclaimed Dividend to IEPF:

As required under section 124 of the Act, the unclaimed dividend amount of 1,83,783/- (Rupees One Lakh Eighty Three Thousand Seven Hundred Eighty Three only) pertaining to the Financial Year 2017-2018 lying with the Company for a period of seven years was transferred during the financial year 2024-2025 to the Investor Education and Protection Fund (IEPF) on 24^th October 2025. b) Transfer of Equity Shares to IEPF:

In terms of the provisions of the Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended) and other applicable rules, notifications and circulars, if any, every Company is required to transfer the shares, in respect of which dividend remains unpaid/ unclaimed for a period of seven (7) consecutive years, to the Investor Education and Protection Fund (IEPF) Authority.

The Company sends communication in this respect to concerned shareholders from time to time as may be necessary. Shareholders are requested to Contact Company or RTA to encash the unclaimed dividend and in case any pending legal disputes, provide certifiedcopy of order from Court/Authority restraining transfer, payment of dividend etc. During the financial year 2025-2026 Company transferred 6204 Equity Shares to the Investor Education and Protection Fund (IFPF) Authority out of them 6203 Equity Shares transferred on 21^st November 2025, and 1 Equity Share transferred on 3rd December 2025. c) The details of Dividends paid by the Company and the proposed dates of transfer of unclaimed/un-encashed dividends to the IEPF Authority are as under:

Sr. No. Date of Declaration of Dividend	Dividend for the year	Proposed date for Transfer to Investor Education and Protection Fund (IEPF)	Amount of Unpaid/ Unclaimed Dividend ason March 31, 2026 (in )
1. 13th August, 2019	2018 - 2019	20th September, 2026	71,603.00
2. 30th September, 2020	2019 - 2020	7th November, 2027	68,751.90
3. 29th September, 2021	2020 - 2021	6th November, 2028	70,860.03
4. 28th September, 2022	2021 - 2022	5th November, 2029	72,636.00
5. 29th September, 2023	2022 - 2023	6th November, 2030	60,256.00
6. 26th September, 2024	2023 - 2024	3rd November, 2031	92,929.00
7. 26th September, 2025	2024 - 2025	3rd November 2032	76,905.00

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention,

Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under and can be accessed on Companys website at https://keynoteindia.net/governance/posh-policy.

The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and if any for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

During the Financial Year 2025-2026, the Company has not received any complaint on sexual harassment.

GENERAL DISCLOSURES

DISCLOSURE UNDER SECTION 43(a) (ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules,

2014 is furnished.

DISCLOSURE UNDER SECTION 54(1) (d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat Equity Shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and

Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 62(1) (b) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

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

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees.

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 March 31, 2026. Male Employees: 16, Female Employees: 12 and

Transgender Employees: NIL

ACKNOWLEDGMENT

We take this opportunity to express deep sense of gratitude to Members of Board of Directors, Shareholders of the Company, Securities and Exchange Board of India (SEBI), BSE Limited (BSE), National Stock Exchange of India Limited (NSE), Registrar of Companies (ROC), National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL), Association of Investment Bankers of India (AIBI), MUFG Intime India Private Limited, S M S R & CO. LLP Statutory Auditors, R. B. Pandya & Co., Internal Auditors, M. K. Saraswat & Associates LLP (Formerly known as M. K. Saraswat and Associates) Secretarial Auditors, our Clients, Bankers,

Employees and other Stakeholders and Government Agencies for their continued support.

	For and on behalf of the Board
	Keynote Financial Services Limited
	Sd/-	Sd/-
	Vineet Suchanti	Rinku Vineet Suchanti
Date: August 13, 2026	Managing Director & CFO	Director
Place: Mumbai	DIN: 00004031	DIN: 00012903

"Annexure [A]" to Directors Report

Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The ratio of the remuneration of each director to the median remuneration of the employees of the

Company for the financial year:

Particulars of employees

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: a. The ratio of the remuneration of each Director to the median remuneration of the employees of the

Company for the financial year:

Directors	Ratio to median remuneration
Mr. Vineet Suchanti	6.23
Mrs. Rinku Vineet Suchanti	4.47
Mr. Riaz Thingna	0.22
Mr. Ravindranath Cheerakuzhi Puthan Menon	0.22
Mr. Pankaj Joshi	0.22

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% Increase in remuneration in the financial year
Mr. Vineet Suchanti	—
Mrs. Rinku Vineet Suchanti	—
Mr. Riaz Thingna	—
Mr. Ravindranath Cheerakuzhi Puthan Menon	—
Mr. Pankaj Joshi	—
Mr. Rakesh Choudhari	—
Ms. Simran Kashela	21.09

c. The percentage increase in the median remuneration of employees in the financial year: -14.93%

d. The number of permanent employees on the rolls of Company: 28 e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There was 20.08% annual increase during the last financial year after accounting for promotions and other event-based compensation revisions.

The management wish to retain the well settled manpower by making annual increment irrespective of Companys financial performance. Increase in the managerial remuneration for the year was -NIL

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

	For and on behalf of the Board
	Keynote Financial Services Limited
	Sd/-	Sd/-
	Vineet Suchanti	Rinku Vineet Suchanti
Date: August 13, 2026	Managing Director & CFO	Director
Place: Mumbai	DIN: 00004031	DIN: 00012903