Keynote Financial Services Ltd Directors Report

Dear Shareholder(s),

Your directors have pleasure in presenting their 32^nd Annual Report together with the Audited Accounts of your Company for the year ended March 31, 2025.

FINANCIAL RESULTS

(Rs In Lakhs)

Particulars	Year Ended 31-03-2025	Year Ended 31-03-2024
Total Income	1,063.43	2,573.25
Gross Operating Profit	283.25	1,482.45
Depreciation	30.64	21.03
Exceptional Items	—	—
Profit Before Tax	252.61	1,461.42
Provision for :
Current Tax	22.34	178.53
Deferred Tax Liability/(Assets)	(161.33)	181.90
Taxation of earlier years	18.30	—
Profit After Tax	373.30	1,100.99
Other Comprehensive Income	-1.21	-9.19
Profit/(loss) brought forward from Previous year	372.09	1,091.80
Surplus available for appropriations	4,050.88	3,029.26
Proposed Dividend	70.18	70.18
Tax on Dividend
Transferred to General Reserve
Balance carried forward	4,352.79	4,050.88

DIVIDEND

Your directors are pleased to recommend dividend of Rs 1/- per Equity Share having a face value of Rs 10/- each, (i.e. 10%) for the year ended March 31, 2025, and the same will be paid subject to the approval of the shareholders at the 32^nd Annual General Meeting (AGM) of the Company.

OPERATIONS

Total income on a standalone basis for the Financial Year 2024-2025 was Rs 1,063.43 lakhs as against Rs 2,573.25 lakhs for the Financial Year 2023-2024. The total revenue from sale of services for the Financial Year 2024-2025 was Rs 593.73 lakhs as compared to Rs 1,687.46 lakhs for the financial year ended 2023-2024. The net profit of the company on a standalone basis for the Financial Year 2024-2025 wasRs 373.30 lakhs as compared to Rs 1,100.99 lakhs for the Financial Year 2023-2024. There has been a net gain on account of fair value changes of Rs 359.26 lakhs during the current financial year.

Consolidated Results

Total income from operations on a consolidated basis for the Financial Year 2024-2025 was Rs 3,074.31 lakhs as against Rs 4,961.71 lakhs for the Financial Year ended 2023-2024. The company registered a net profit of

Rs 1,456.99 lakhs on a consolidated basis as against a net profit of Rs 2,678.53 lakhs for the Financial Year 2023-2024. There has been a net gain due to fair value changes amounting to Rs 680.55 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 and issued more than 50 Due Diligence Certificates for various AIFs.

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).

Maple Leaf Trading and Services Limited an associate company.

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 in and Action (www.fikaa. ). 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.

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 financial statements along with relevant documents and separate audited 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 of its subsidiary companies to the shareholders upon their request. The statements are also available on the website of the Company i.e. www.keynoteindia.net 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/wp-content/uploads/2022/03/Material-Subsidiary-Policy.pdf

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.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company continued to be listed and traded on the BSE Ltd., (BSE) and National Stock Exchange of India Ltd., (NSE). The scrip code number of the Equity Shares of the Company on BSE is 512597/KEYFINSER and on NSE is KEYFINSERV. The Company has paid up to date listing fees to both the stock exchanges.

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, 2025, 98.54% of equity capital of the company is in dematerialized mode.

CHANGE IN THE SHARE CAPITAL OF THE COMPANY

The Company has completed the reduction of its share capital in accordance with the provisions of Section 66 of the Companies Act, 2013 and in compliance with Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10, 2017. In this regard, the Company first obtained No Objection Certificates (NOCs) from BSE Limited and National Stock Exchange of India Limited, followed by approval of the shareholders through a Special Resolution. Thereafter, an application was filed with the Honble National Company Law Tribunal (NCLT), which approved the reduction vide its order dated 9^th January 2025. Post NCLT approval, the Company filed the said order with the Registrar of Companies (RoC) and submitted all necessary post-confirmation cancellation of the extinguished shares. Consequently, the paid-up share capital of the Company has been revised from Rs 7,01,83,390/- to Rs 5,56,66,370/-

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, 2025.

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.

The scope and authority of the Internal Audit function is well defined. 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. and recommendations if any, along with corrective actions thereon are required to be Significant presented to the Audit Committee of the Board. During this financial year 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 Rs 23.80 Lakhs (previous year Rs 16.65 Lakhs). b) The foreign exchange expenditure Rs 6.79 Lakh (previous year Rs 3.07 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 position have 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, 2025, the Company has six Directors on the Board, comprising Two Executive Directors,

One Non-Executive and Non-Independent Director, and Three Independent Directors on the Board of which one is a Woman Director.

Appointment

The Committee of Directors, based on the recommendation of the Nomination and Remuneration

Committee at its meeting held on May 2, 2024, has appointed Mr. Rakesh Choudhari (DIN: 00009093) as a Non-Executive and Non-Independent Director of the Company. His appointment will be effective from May 2, 2024 subject to approval by the Members at the General Meeting or within three months from the date of appointment, whichever is earlier.

The Committee of Directors, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on February 14, 2025, has appointed Mr. Pankaj Joshi (DIN: 00937043) as an Additional Independent Director of the Company. His appointment will be effective from March 31, 2025, for a term of five (5) years from March 31, 2025, to March 30, 2030 subject to approval by the Members at the General Meeting or within three months from the date of appointment, whichever is earlier. Consequently, Mr. Joshi shall also become a Member of Audit Committee and the Nomination and Remuneration Committee of the company effective from 1st April, 2025, and members has approved his as Non-Executive & Independent Director on 8th May 2025.

Retire By Rotation

Mr. Rakesh Choudhari (DIN- 00009093) 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-appointments

On May 6, 2024, the Members approved the re-appointment of Mr. Vineet Suchanti (DIN-00004031) as a Managing Director of the Company for a further period of three (3) years, effective from April 1, 2024, to March 31, 2027.

Resignation

During the year, Mr. Shishir Dalal (DIN- 00007008)) ceased to be Director of the Company, effective from March 31, 2025, upon completion of term as an Independent Director. The Board places on record its appreciation for their invaluable continuation and guidance.

Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that 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 AND AUDIT COMMITTEES

Your Board of Directors duly met six (6) times during the financial year, i.e. on May 2, 12, 2024, November 14, 2024, January 21, 2025, and February 14, 2025, 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 30, 2024, August 12, 2024, November 14, 2024, and February 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 Nomination and Remuneration Committee duly met three (3) times during thefinancial year i.e. on May 2, 2024, August 12, 2024, and February 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 financialyear on February 14, 2025 , 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, 2025, 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 Certificate from M. K. Saraswat & Associates LLP (Formerly known as M. K. Saraswat and Associates) Practicing

Company Secretaries confirmingthat 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, 2025, is available on the Companys website and can be accessed at http://keynoteindia.net/investor-relations.

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, 2025, 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, 2025. The Secretarial Audit Report is annexed herewith as "Annexure B"

Further, the Secretarial Compliance Report for the financial year ended 31^st March 2025 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, 2025, 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

S M S R & CO LLP Chartered Accountants, Mumbai (Firm Registration No. 110592W/W100094) was reappointed as Statutory Auditors of the Company at 28^th Annual General Meeting which was held on September 29, 2021 to hold the office as Statutory Auditor for second term of five (5) years fromtheconclusion ^th Annual General Meeting till conclusion of 33^rd Annual General Meeting of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company at their meeting held on 29^th May

2025, on the recommendation made by the Audit Committee, has appointed M. K. Saraswat & Associates LLP (Formerly known as M. K. Saraswat and Associates) ["MK"] as the Secretarial Auditors of the Company to undertake the Secretarial Audit for Financial Year 2024-25, based on consent received from MK. Pursuant to a recent amendment in the Listing Regulations, every listed entity and its material unlisted subsidiaries incorporated in India shall undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary. Further, the Company can appoint a Secretarial Audit firm as Secretarial Auditor for not more than two terms of 5(five) consecutive years, with the approval of its shareholders in its Annual General Meeting. In this regard, the Board of Directors in their meeting held on May 29, 2025, based on the recommendation made by the Audit Committee and subject to the approval of shareholders in the ensuing AGM, have appointed MK. a peer reviewed firm of Company Secretaries in Practice, as the Secretarial Auditors of the Company for first term of 5 (five) consecutive financial year, to undertake the Secretarial Audit from Financial Year 2025-26 to Financial Year 2029-30, 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/wp-content/uploads/2025/08/Whsitle-Blower-Policy.pdf

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/wp-content/uploads/2025/06/ Related-Party-Transaction-Policy.pdf 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 2024-2025 were in the ordinary course of business and on an arms length basis. There were no contracts, arrangements or transactions entered during the financial year 2024-2025 that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2024-2025 and hence does not form part of 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/wp-content/uploads/2022/03/Code-of-Conduct-for-Board-of-Directors-and-Senior-Management-1.pdf 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

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 17 of Listing Regulations the Company has formulated risk management policy and the same has been placed on the companys website at https:// keynoteindia.net/wp-content/uploads/2022/03/Risk-Management-Policy.pdf At present the company has not identifiedany element of risk which may adversely affect functioning of 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/wp-content/uploads/2025/06/Code-of-Conduct-to-Regulate-Monitor-and-Reporting-by-Insiders-PIT.pdf

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

Your Company has filed an application under Regulation 37 of the SEBI Listing Obligations and Disclosure Requirements (LODR) 2015, with the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) regarding the selective reduction of share capital between Keynote Financial Services Limited ("Company") and its Shareholders and its Creditors. On April 15, 2024, both Stock Exchanges has issued "No Observation Letter" to the Company. On May 6, 2024, the Company has obtained Shareholders approval through postal ballot related to selective reduction of share capital of the Company under Section 66 of the Companies Act, 2013.

On June 21, 2024, the Company has filed an application with the National Company Law Tribunal (NCLT) Mumbai, in the said matter. On July 10, 2024, the NCLT, Mumbai issued an interim order and scheduled a hearing on October 16, 2024.

The NCLT approved the Selective Reduction of Share Capital on January 9, 2025. Thereafter, the company made a post application with the BSE Limited (BSE) and National Stock Exchange of India Limited, (NSE) related to cancellation and extinguishment of 14,51,702 Equity Shares and has received the approval letter on February 5, 2025 from BSE Limited and February 14, 2025 from NSE respectively

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 Rs 1,66,726/- (Rupees One Lakh Sixty Six Thousand Seven Hundred Twenty-Six only) pertaining to the Financial Year 2016-2017 lying with the Company for a period of seven years was transferred during the financial year 2023-2024 to the

Investor Education and Protection Fund (IEPF) on 25^th October, 2024.

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 certified copy of order from Court/Authority restraining transfer, payment of dividend etc. During the financial year 2023-2024 Company transferred 6100 Equity

Shares to the Investor Education and Protection Fund (IFPF) Authority on 6^th November, 2024. 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:

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 as on March 31, 2025 (in Rs)
9th August, 2018	2017 - 2018	16th September, 2025	1,95,353.00
13th August, 2019	2018 - 2019	20th September, 2026	79,232.00
30th September, 2020	2019 - 2020	7th November, 2027	79,694.40
29th September, 2021	2020 - 2021	6th November, 2028	81,114.03
28th September, 2022	2021 - 2022	5th November, 2029	76,890.00
29th September, 2023	2022 - 2023	6th November, 2030	61,064.00
26th September, 2024	2023 - 2024	3rd November, 2031	95,297.00

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/wp-content/uploads/2024/04/POSH-Policy.pdf

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 2024-2025, 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. All eligible women employees are provided with maternity benefits 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.

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, 2025. Male Employees: 15, Female Employees: 13 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 Suchanti
Date: August 14, 2025	Managing Director & CFO	Director
Place: Mumbai	DIN: 00004031	DIN: 00012903