2.1.1 Companys Performance
Gross Income increased by 40.04% and stood at Rs. (in lakhs) 4044.85 as compared to previous year (FY 2024-25 (in lakhs) 2887.27. The Companys Profit before Tax was Rs. (in lakhs) 768.11 as compared to previous FY 2024-25 Rs. (in lakhs) 566.48 and the Profit after Tax increased by about 12.63 % to Rs. (in lakhs) 519.26 as against of previous year.
3. SHARE CAPITAL AND DEBENTURES
The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2026 was Rs. 12,69,26,900 consisting of 1,26,92,690 equity shares of Rs. 10/- each. During the Financial Year 2025-26, the company has issued 256, secured, unlisted, transferable, redeemable 9.5% Non-convertible debentures (NCDs) having a face value of Rs. 1,00,000/- each on a private placement basis.
There were no changes in the Authorized, issued, subscribed, and paid-up share capital of the Company during the year. Further it is hereby confirmed that, the Company has not during the FY 2025-26:
i) Apart from the issuance of 256 Secured, Unlisted, Unrated 9.5% Non-Convertible Debentures (NCDs) having a face value of Rs. 1,00,000/- each on a private placement basis, the Company has not issued any other shares, warrants, debentures, bonds, or any other convertible or non-convertible securities.
ii) issued equity shares with differential rights as to dividend, voting or otherwise
iii) issued any sweat equity shares to its directors or employees
iv) made any change in voting rights
v) reduced its share capital or bought back shares
vi) changed the capital structure resulting from restructuring v) failed to implement any corporate action
The Companys securities were not suspended for trading during the year.
4. DIVIDEND
In order to conserve resources, the Board does not recommend payment of any Dividend on the Equity Shares for FY 2025-26.
5. TRANSFER TO RESERVES
As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred to a Special Reserve Account. Accordingly, an amount of Rs. 114, 08,000 (FY 2024-25 Rs. 92, 43,000), has been transferred to the said Reserve.
6. CAPITAL ADEQUACY
The companys capital adequacy ratio was at 23.37 % as on 31 st March, 2026 as against the statutory minimum capital adequacy ratio of 15% prescribed by RBI.
7. EMPLOYEE STOCK OPTION PLAN
Your Company Real touch Finance Limited- Employees Stock Plan 2024 (ESOP 2024) as ESOP scheme in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
The principal objectives of this plan are to:
• Rewarding the employees for their performance and contribution to the success and growth of Real Touch.
• Providing outsized rewards for outsized performance and create long-term wealth for Real Touch and employees.
• Providing an opportunity for the professional partners to become financial partners in the Equity of Real Touch.
• Attracting and retaining top talent.
The details of stock options form part of the Notes to Accounts of the Standalone Financial Statements. The Secretarial Auditors certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be placed at the 41 st AGM for inspection by the members and the same is annexed as Annexure -A and forms part of this report.
Further, pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the applicable disclosure as on March 31, 2026 is uploaded on the website of your Company .
| Steps taken or impact on conservation of energy | The operations of the Company are not energy intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis. |
| Steps taken by the company for utilizing alternate sources of energy | |
| Capital investment on energy conservation equipments | |
| TECHNOLOGY ABSORPTION: | |
| Efforts made towards technology absorption | Not Applicable |
| Benefits derived like product improvement | |
| Expenditure on Research & Development if any | |
| Details of technology imported if any | |
| Whether imported Absorbed | |
| Areas where absorption of imported technology has not taken place, if any | |
B . FOREIGN EXCHANGE EARNING AND OUTGO:
During the financial year ended March 31, 2026, there were no foreign currency outgo and no foreign currency earnings.
10. CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 of the Companies Act 2013 read with CSR rules, your company during the year 2025-2026 spent ^ 8.88 Lakhs being the two percent of the average net profit of your Company during the three preceding financial year in accordance with CSR policy of the Company.
Annual Report on CSR initiatives as required under the Companies (Corporate Social Responsibility Policy) Rules 2014, as amended (CSR Rules) is annexed as Annexure - B and forms part of this report.
11. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments affecting the financial position of the Company which have occurred during the financial year and from the end of the financial year till the date of this Report.
12. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: NIL
13. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: NIL
14. CHANGE IN THE NATURE BUSINESS
During the year under review, there was no change in the nature of the Companys business.
15. DIRECTORS AND KMP
The Company has received necessary declarations from each Independent Director under Section 149 (7) of the Companies Act, 2013 confirming that he meets the criteria of Independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure requirements) Regulation 2015.
Mr. Sundaresan Sampathkumar, (DIN: 08832266) Non-Executive Director (Non-Independent Category), resigned from the Board of Directors of the Company and ceased to hold office with effect from the close of business hours on 25 th June 2026 due to his personal and professional commitments.
Pursuant to provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Gopal Sridharan, Whole Time Director, Mr. Angalappan Anandakumar Chief Financial Officer and Mrs. Varsha Gupta, Company Secretary and Compliance officer.
16. DECLARATION FROM INDEPENDENT DIRECTORS
All Independent Directors have given declarations under section 149 (7) that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). In the opinion of the board, the Independent directors fulfill the conditions specified in the Act and the rules made there under for appointment as Independent directors including integrity, expertise and experience and confirm that they are independent of the management. All the Independent directors of the company have registered their names with the data bank of Independent directors.
17. EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and of the individual Directors as well as an evaluation of the working of all the Committees of the Board. The Board of Directors was assisted by the NRC. The performance evaluation was carried out by seeking inputs from all the Directors / Members of the Committees, as the case may be.
The Board of the Company followed the criteria as specified in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) for evaluating the performance of the Board as a whole, Committees of the Board, Individual Directors and the Chairman. The criteria for evaluation of the Board as a whole, inter alia, covered parameters such as Structure of the Board, Meetings of the Board, Functions of the Board and Board & Management. The criteria for evaluation of Individual Directors covered parameters such as knowledge and competency, fulfillment of functions, ability to function as a team, etc. The criteria for evaluation of the Board Committees covered areas related to mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, etc.
The feedback of the Independent Directors on their review of the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company and the assessment of the quality, quantity and timeliness of flow of information between the Company, the Management and the Board which was taken into consideration by the Board in carrying out the performance evaluation.
18. SEPARATE MEETING OF INDEPENDENT DIRECTORS
Independent Directors of the Company met separately on 25 th February, 2026 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:
i) Performance of Non-Independent Directors and the Board of Directors as a whole;
ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;
iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties
All the Independent Directors were present at the meeting.
19. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE COMPANY
The Nomination and Remuneration Committee (NRC) develops the competency requirements of the Board based on the industry and the strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence of all Directors before recommending them to the Board. Besides the above, the NRC ensures that the new Directors are familiarized with the operations of the Company and endeavors to provide relevant training to the Directors.
In accordance with the provisions of Section 178 of the Act and the SEBI Listing Regulations, the Board of Directors has adopted a Policy on Board Diversity and Director Attributes and a Remuneration Policy. The Remuneration policy is also available in the website of the company
The Policy on Board Diversity and Director Attributes has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board and to have in place, a transparent Board nomination process.
The Remuneration Policy for Directors, KMPs and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust.
The Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.
Salient features of the Remuneration Policy, inter alia, include:
• Remuneration in the form of Sitting Fees and Commission to be paid to Independent Directors and Non-Independent Non-Executive Directors, in accordance with the provisions of the Act and as recommended by the NRC;
• Remuneration to Managing Director / Executive Directors / Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to run the Company successfully and retain talented and qualified individuals suitable for their roles, in accordance with the defined terms of remuneration mix or composition; and
| S.No. | Names | Designation | Remuneration /sitting fees in 2025-2026 (Amount in lakhs) | Remuneration /sitting fees in 2024- 25(Amount in lakhs) |
| 1. | Mr. Gopal Sridharan | Whole Time Director | 40.76 | 29.48 |
| 2. | Mr. Somnath Sarkar | Independent Director | 0.50 | 0.60 |
| 3. | Mr. Sundaresan Sampathkumar | Non-executive Director | 0.40 | 0.45 |
| 4. | Mr. Ratnesh Kumar Agrawal | Independent Director | 0.85 | 1.05 |
| 5. | Ms. Padmini Ceruseri Srikanth | Non-executive Director | 0.40 | 0.35 |
| 6. | Mr. Muthusamy Ganeshkumar | Independent Director | 0.85 | 0.50 |
| 7. | Mr. Ujjawal Kumar Bothra | Independent Director (Tenure Completion on 07-08-2024) | 0.55 | |
| 8. | Mr. Angalappan Anandakumar | Chief Financial officer | 10.89 | 10.47 |
| 9. | Ms. Varsha Gupta | Company Secretary | 12.15 | 3.93 |
23. DEPOSITS
The Company did not hold any deposits at the beginning of the year, nor has it accepted any deposits during the year under review.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulations 34 of Securities and Exchange Board of India (Listing Obligation and Disclosure requirements) Regulation 2015, the Management Discussion and Analysis Report is presented separately in the Annual Report under the section titled Management Discussion and Analysis.
25. CORPORATE GOVERNANCE REPORT
In compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a report on Corporate Governance forms part of this Annual Report. The Corporate Governance Report includes, inter alia, details on the composition and category of Directors, number of Board meetings held during the year, composition of various committees of the Board, annual evaluation of the Board and its committees, nomination and remuneration policy, criteria for appointment of Directors and senior management, vigil mechanism/whistle blower policy, and disclosures on relationships between Directors inter-se and other statutory disclosures.
In accordance with Regulation 17(8) of the Listing Regulations, the Executive Director(s) have submitted a compliance certificate to the Board in respect of the financial statements and other matters, which is also included in the Corporate Governance section of this Annual Report.
26. RISK MANAGEMENT
The Board periodically reviews the risks which are associated with business objectives, growth, talent, aspects etc., and actions are being taken to mitigate those risks then and there.
27. LISTING WITH STOCK EXCHANGES
The Equity shares of the Company have been listed on the BSE Limited. The Company has paid applicable listing fees to the Stock Exchange and Depositories within stipulated time.
28. DEMATERIALISATION OF SHARES
Out of 1,26,92,690 equity shares 1,21,17,740 shares constituting 95.47% of the Companys paid up Equity share Capital is in dematerialized form as on 31/03/2026 and the balance are in physical form. The Companys registrar is M/s Niche Technologies Private Limited having their registered office at 3A, Auckland Road, 7 th Floor, Kolkata - 700017.
| Name of the Director | No. of Board Meeting held, and attended, during tenure | Attendance at the Last AGM Held on 25/09/2025 | |||||||
| 28 th April 2025 | 30th May 2025 | 4 th August 2025 | 22nd October 2025 | 10 th November 2025 | 24th December 2025 | 12th February 2026 | 20 th March 2026 | ||
| Mr. Gopal Sridharan | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Mrs. Padmini Ceruseri Srikanth | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | No |
| Mr. Sundaresan Sampathkumar | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Mr. Somnath Sarkar | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Mr. Ratnesh Kumar Agrawal | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Mr. Muthusamy Ganeshkumar | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
30. SIGNIFICANT AND MATERIAL ORDERS
During the period under review, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Companys operations in future.
31. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The detail in respect of Internal Financial Control and their adequacy are included in the Management and Discussion Analysis report which forms part of the financial Statements.
32. COMMITTEES
The details of composition of the Board and its Committees, terms of reference of the Committees and the details of meetings held during the financial year are furnished in the Corporate Governance Report.
33. STATUTORY AUDITORS:
M/s. G.S. Chugh & Associates, Chartered Accountants (Firm Registration No. 008884C) having peer review certificate no- 017105 were appointed as the statutory Auditors of the company for a period of three
years, from the conclusion of 40 th Annual General Meeting till the conclusion of 43 rd Annual General Meeting of the Company.
The Statutory Audit Report received from of M/s. G.S. Chugh & Associates, Chartered Accountants (Firm Registration No. 008884C) with an unmodified opinion to the members is annexed and forms part of the financial statements and the same does not contain any qualification, reservation, adverse remark or disclaimer. There were no frauds detected or reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year ended March 31, 2026.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 the Company had appointed S Satheesh Kumar & associated, Company Secretaries, (Peer Review Certificate no- 3335/2023) as the Secretarial Auditor of the Company, for a period of five years, from the conclusion of the 40 th Annual General Meeting until the conclusion of the 45 th Annual General Meeting of the Company to be held in the year 2030,. The Secretarial Audit Report is given as Annexure- C . The Report does not contain any qualification, reservation or adverse remark or any disclaimer.
Internal Auditor
Pursuant to provisions of Section 138 of the Act, the Board of Directors had appointed M/s. PKC & Associates, Chartered Accountants as the Internal Auditors of the Company to undertake the Internal Audit of the Company for FY 2025-26.
Auditors Certificate on Corporate Governance: -
As required by SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the auditors certificate on corporate governance forms part of the corporate governance Report enclosed there.
34. ANNUAL RETURN
As per Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the annual return of the Company for the financial year ended March 31, 2026 is available at the web address:
35. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148(1) of the Act is not applicable for the business activities carried out by your Company.
36. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY
The Financial Statements of the Company have been prepared in accordance with Ind AS, as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act. Further, the Company follows the Master Directions issued by RBI for NBFCs.
The Financial Statements have been prepared on an accrual basis under the historical cost convention. The Accounting Policies adopted in the preparation of the Financial Statement are detailed in the Notes forming part of Financial Statements for the year ended March 31,2026.
37. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
A Statement giving the details required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2026, is annexed as Annexure-D .)
The details required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2026, are provided in a separate Annexure forming part of this Report. In terms of the first proviso to Section 136(1) of the Act, the Report and the Accounts, excluding the aforesaid Annexure, are being sent only through electronic mode to all the Members whose e-mail addresses are registered with the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary through email- . None of the employees listed in the said Annexure is related to any Director of the Company.
38. RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY
During the year under reporting, the Directors of the company were not paid any remuneration by its holding Company Ultraplus Housing estate Private Limited.
39. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on March 31, 2026.
40. VIGIL MECHANISM
The Company has established a Vigil Mechanism for its Directors and employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy, the Fraud Risk Management Process, the mechanism for reporting of ethical concerns. The Company has a whistle blower policy to report genuine concerns or grievances. Your company hereby affirms that no complaint was received during the year.
41. RELATED PARTY TRANSACTIONS
The Company has adopted a Policy and a Framework on Related Party Transactions (RPTs) for the purpose of identification, monitoring and approving such transactions in line with the requirements of the Act and the SEBI Listing Regulations. During the year under review, the RPT Policy had been amended to, inter alia; include the amendments of the SEBI Listing Regulations.
All the RPTs that were entered into during FY 2025-26, were in ordinary course of business and on an arms length basis. There were material transactions requiring disclosure under Section 134(3)(h) of the Act. The disclosures in prescribed Form AOC-2 forms a part of this Annual Report as Annexure-E.
The details of RPTs as required to be disclosed by Indian Accounting Standard - 24 on Related Party Disclosures specified under Section 133 of the Act, read with the Companies (Indian Accounting Rules Standards) Rules, 2015, are given in the Notes to the Financial Statements.
| Particulars | Number of Complaints Received during the Financial year |
| 2025-2026 | |
| The number of sexual harassment | 0 |
| complaints received during the year |
| The number of such complaints disposed of during the year | 0 |
| The number of cases pending for a period exceeding ninety days. | 0 |
| The company has adopted the revised POSH policies at the board meeting held on 22 nd October, 2025. The Internal Committee was reconstituted and restructured in line with that of the group companies and is as following: S. No. | Name of IC Member | Designation within IC | Designation within Organization |
| 1. | Mrs. MATHANGI G | Chairperson | Deputy Vice President |
| 2 . | Mrs. MAHALAKSHMI A | Member | Accounts head |
| 3 . | Mr. PURUSHOTHAMAN R | Member | State Operations Head |
| 4. | Ms. JAYASHREE G | Member | Head of Human Resource |
| 5. | Ms. REJITHA | Member | Member of NGO |
47. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of Loans, Investments, Guarantees and Securities provided in connection with any loan falling under the purview of Section 186 of the Companies Act, 2013 is furnished under notes to financial statements.
48. COMPLIANCE WITH RBI GUIDELINES:
The Company is registered with the Reserve Bank of India (RBI) as a Non-Deposit taking Non-Banking Financial Company (NBFC) and is classified as a Base Layer NBFC under the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. Company has duly complied with the applicable regulations from time to time and there are no material noncompliances with respect to aforesaid regulations.
49. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961/CODE ON SOCIAL SECURITY 2020
In terms of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, as introduced by the Companies (Accounts) Second Amendment Rules, 2025, the Board of Directors hereby confirms that during the financial year ended March 31, 2026, the Company has complied with all applicable provisions of the Maternity Benefit Act, 1961, as subsumed and consolidated under Chapter VI of the Code on Social Security, 2020, and the rules framed thereunder, as amended from time to time.
50. INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations.
Your Companys Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.
| Place: Chennai Date: 31 st August 2026 | BY THE ORDER OF THE BOARD REAL TOUCH FINANCE LIMITED | |
| Sd/- | Sd/- | |
| Padmini Ceruseri Srikanth | Gopal Sridharan | |
| Director | Whole Time Director | |
| DIN:10495231 | DIN:09460423 |
Annexure-A
COMPLIANCE CERTIFICATE
(Pursuant to Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulation, 2021)
To
The Members,
Real Touch Finance Limited
Arihant Enclave, Ground Floor,
493B/57A, G.T. Road (South), Shibpur,
Howrah -711102, West Bengal
Certificate on Compliance of Employee Stock Option Plan 2024 (ESOP -2024)
I have been appointed as the Secretarial Auditor for the Financial Years 2025-2030 vide a resolution passed at the Annual General Meeting held on 25 th September 2025, by the members of Real Touch Finance Limited (hereinafter referred to as the Company) (CIN: L01111WB1997PLC085164) and having its Registered Office at: Arihant Enclave, Ground Floor, 493B/57A, G.T. Road (South), Shibpur, Howrah -711102, West Bengal
1. As the Secretarial Auditor for the Financial Year 2025-26, pursuant to the requirements of
Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulation, 2021, the Management has requested to issue the required compliance certificate for the year ended 31 st March 2026 for placing it before the 41 st Annual General Meeting of the Company, in respect of Employee Stock Option Plan - 2024 (ESOP -2024) implemented by the Company.
Pursuant to the above, we would state as under:
Management Responsibility:
It is the responsibility of the Management of the Company to implement the Employee Stock Option Plan 2024 (ESOP -2024) including designing, maintaining records and devising proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.
Verification:
For the purpose of verifying the compliance of the Employee stock option 2024 (ESOP -2024), we have examined the following:
1. ESOP Scheme approved by the Company;
2. Articles of Association of the Company;
3. Board resolutions and shareholders resolutions approving the ESOP;
4. Minutes of the meeting of Nomination and Remuneration Committee;
5. Records relating to grant, vesting, exercise and allotment of options;
| Date: 16-08-2026 Place: Chennai | For S Satheesh Kumar & Associates sd/- |
| S Satheesh Kumar Practicing Company Secretary ACS Number: 59469 C.P Number: 22347 Peer Review No. 3335/2023 UDIN: A059469H001126458 |
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