Geojit Financial Services Ltd

To,

The Members,

Your Directors have pleasure in presenting their 31^st Annual Report of the Company for the financial year ended 31^st March, 2025.

(Rs. in crores)

* During the year, the company transferred its securities broking and allied business to Geojit Investments Limited, a wholly owned subsidiary. In the standalone financial statements, the total comprehensive income includes profit from discontinued operations (net of tax) amounting to H 103.42 crores for FY 2024-25 and H 105.96 crores for FY 2023-24. However, the total revenue, total expenses, and profit before tax pertain exclusively to continuing operations.

Note :

Consolidation of Barjeel, and BBK (Joint ventures) is on “equity method”. Therefore the consolidated profit / (loss) is directly adjusted to the carrying amount of investments in the books. (i.e. The total income and total expense do not directly get consolidated. Only the share of GFSL in total gain / (loss) is consolidated into P&L.)

*During the year, Geojit Financial Services Limited (GFSL) transferred its securities broking and allied business to Geojit Investments Limited, a wholly owned subsidiary. These figures are restated and include broking-related income booked in GFSL up to 21.03.2025.

On a consolidated basis your company earned a total income of H 749.32 crores for the financial year, profit before tax of H 222.69 crores and a net profit of H 172.49 crores.

On a standalone basis, the basic earnings per share (EPS) stood at H 1.97 from continuing operations and H 3.81 from discontinued operations, aggregating to H 5.78, compared to H 5.04 in the previous year.

A detailed analysis of the performance is given in the Management Discussion and Analysis Report appended hereto.

The Board at their meeting held on 21^st May 2025 has recommended a final dividend of H 1.50 per equity share for the financial year 2024-25. The proposal is subject to the approval of the shareholders of the Company at its ensuing Annual General Meeting to be held on Friday, July 25, 2025.

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

Your Company continues to uphold its core purpose of enabling long-term wealth creation for its clients. Leveraging its robust technology platforms—such as Flip, TraderX, Smartfolios, and FundsGenie—alongside deep domain expertise and a strong national and international presence, the Company along with its subsidiaries offers a comprehensive suite of investment services. These include equity and commodity broking, mutual funds, portfolio management, financial planning, and insurance distribution, tailored to meet the evolving needs of over 15.2 lakh customers across India and the GCC region.

In line with its strategic focus on sustainable growth, the Company has been steadily diversifying its revenue streams beyond traditional brokerage, which is inherently cyclical. Significant investments in digital infrastructure have enhanced client onboarding, improved service delivery, and supported the expansion of recurring revenue streams such as mutual funds, insurance, Private Wealth Services and portfolio management services. These efforts have yielded strong results: as of March 31, 2025, customer assets under management and custody reached H 1,00,065 crore, up from H 93,877 crore in March 2024

During FY 2024-25, the Company added 1,38,563 new clients, reflecting growing investor confidence and the effectiveness of its digital-first approach.

The Company does not propose to transfer amounts to the general reserve.

During the year under review, the paid-up share capital of the Company increased from H 23,91,44,482/- divided into 23,91,44,482 equity shares of H 1/- each to, H 27,90,25,452/- divided into 27,90,25,452 equity shares of H 1/- each consequent to the issue of 3,98,57,413 equity shares on Rights basis and 23,557 equity shares to employees upon exercise of stock options under Employee Stock Option Schemes 2016 and 2017 of the Company.

On October 30, 2024, the Company alloted 3,98,57,413 equity shares of face value H1 each under a Rights Issue, aggregating to a total amount of H19,928.71 lakhs. The Rights Issue was offered in the ratio of 1 Rights Equity Share for every 6 fully paid-up Equity Shares held by eligible shareholders as on the record date.

As on 31^st March, 2025, following are the subsidiaries/ associates/joint ventures of the Company:

i. Geojit Credits Private Limited

ii. Geojit Technologies Private Limited

iii. Geojit Fintech Private Limited (Formerly known as Geojit Techloan Private Limited)

iv. Geojit IFSC Limited

v. Geojit Investments Limited

vi. Qurum Business Group Geojit Securities LLC

i. Barjeel Geojit Financial Services L.L.C

ii. Aloula Geojit Capital Company (under process of liquidation)

i. BBK Geojit Business Consultancy and Information KSCC (Formerly known as 'BBK Geojit Securities KSCC').

The consolidated financial statements of the Companies are prepared in accordance with the Indian Accounting Standards (IndAS) notified under Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division III of Schedule III of the Act, (Ind AS compliant Schedule III), as applicable to the consolidated financial statements and the same forms an integral part of this Report.

Pursuant to Section 129 (3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries, for the Financial Year 2024-25 is given in Form AOC-1 which forms an integral part of this Annual Report.

In accordance with Section 136(1) of the Act, the Annual Report of your Company containing inter alia, financial statements including consolidated financial statements has been placed on the Company's website at www.geoiit.com. Further, the financial statements of the subsidiaries are also placed on the Company's website at www.geoiit.com.

Any member desirous of inspecting or obtaining copies, of the audited financial statement including the consolidated financial statements of the Company, audited financial statements of the subsidiary companies may write to the Company Secretary at companvsecretarv@geoiit.com.

• Mr. Binoy Varghese Samuel (DIN: 05235522) was appointed as Non-Executive Independent Director w.e.f. 26^th August 2024

• Mr. G Pradeepkumar (DIN: 06978792) was appointed as Non-Executive Independent Director w.e.f. 08^th October 2024.

In the opinion of the Board, Mr. Binoy Varghese

Samuel and Mr. G Pradeepkumar possess requisite

expertise, integrity, experience and proficiency.

• Mr. C J George (DIN 00003132) was reappointed as Chairman & Managing Director of the Company for a term of five years effective from November 24, 2024.

• In accordance with the provisions of the Companies Act, 2013, Mr. Jones George (DIN: 06674021) is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, has offered himself for re-appointment. The Nomination and Remuneration Committee and the Board of Directors recommends his re-appointment for the consideration of the shareholders.

• The Nomination & Remuneration Committee and the Board of Directors at its meeting held on June 24, 2025 recommended the

reappointment of Ms. Alice Geevarghese Vaidyan (DIN: 07394437), Independent Director, for a second term of five years. The Board of Directors recommends Ms. Vaidyan's re-appointment for the consideration of the shareholders.

• Mr. R Bupathy (DIN: 00022911) retired from the post of Non- Executive Independent Director w.e.f 14^th July 2024.

• Mr. Mahesh Vyas (DIN: 00338749) retired from the post of Non- Executive Independent Director w.e.f 14^th July 2024.

• Mr. M P Vijay Kumar (DIN: 05170323) resigned from the post of Non- Executive Independent Director w.e.f 07^th October 2024.

The Board of Directors met 5 (five) times in the financial year 2024-25. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

The Audit Committee is constituted with three NonExecutive Independent Directors comprising of Mr. Radhakrishnan Nair as Chairman, Prof. Sebastian Morris and Mr. Binoy Varghese Samuel as other Committee Members. The Committee met 9 (nine) times in the financial year 2024-25. The details of meetings and the attendance of the Directors are provided in the Corporate Governance Report.

The Nomination and Remuneration Committee constituted with three Non- Executive Independent Directors comprising of Ms. Alice Vaidyan as the Chairperson, Mr. Radhakrishnan Nair and Prof. Sebastian Morris as other Committee Members. The Committee met 3 (three) times in the financial year 2024-25. The details of meetings and the attendance of the Directors are provided in the Corporate Governance Report.

The Stakeholders' Relationship Committee is constituted with Mr. Rajan Medhekar - Non - Executive Independent Director as Chairman, Mr. C J George - Chairman & Managing Director and Mr. A Balakrishnan - Executive Director as other committee members. The Committee convened once during the financial year 2024-25. The details of meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Pursuant to the provisions of Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, its committee and individual Directors. Assessment for evaluation of performance of Board, its committees and individual directors were prepared based on various aspects, which among other parameters, included competency, experience and diversity of Board members, effectiveness of its governance practices, conducting of meetings etc.

Further the Independent Directors, at their meetings held during the year, reviewed the performance of the Board, the non-Independent Directors and the Chairman.

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company's website.

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations of the Independent Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination & Remuneration Committee / Corporate Social Responsibility Committee / Stakeholders' Relationship Committee/ Enterprise Risk Management Committee/ Management Committee on various related matters, where Directors have interactive sessions with the Management.

The details on the Company's familiarization programme for Independent Directors can be accessed at https:// www.geoiit.com/investor-relations.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the

Companies Act, 2013 that he/ she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Pursuant to requirement of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 and based on the representations received from the Management, your Directors state that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors 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 as at March 31, 2025 and of the profit of the company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors 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

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

The Company with the approval of Nomination & Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board.

The Management's Discussion and Analysis is given separately and forms part of this Annual Report.

In compliance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report ("BRSR”) on the environmental, social, and governance disclosures, including BRSR Core consisting of Key Performance Indicators (KPIs)/metrics under nine ESG attributes forms part of this Annual Report.

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance forms part of this Annual Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2025, is available on the Company's website and can be accessed at www.geoiit.com.

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board appointed M/s. Satheesh & Remesh - Company Secretaries in Whole-time Practice, Kochi as the Secretarial Auditor for the financial year 2024-25. The report of the Secretarial Auditor for the FY 2024-25 is annexed to this report as Annexure I.

There are no audit qualifications in the said Secretarial Audit Report.

At the Annual General Meeting held on July 30, 2021, M/s. B S R & Associates LLP, Chartered Accountants, were reappointed as statutory auditors of the Company to hold office till the conclusion of the Thirty Second Annual General Meeting to be held in the year 2026.

The Auditors' Report to the Shareholders for the year under review does not contain any qualification.

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.

In compliance with the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 204 of the Companies Act, 2013, the Board at its meeting held on 21^st May 2025 approved the appointment of M/s. Satheesh & Remesh Company Secretaries, a peer reviewed firm, as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 to FY 2029-30, subject to approval of shareholders at the ensuing Annual General Meeting.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 and rules made thereunder are not applicable to the Company during the period ended 31^st March, 2025.

Pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy for determining circumstances and parameters under which Dividend pay-out could be made on periodical basis. The policy highlighted the factors to be considered by the Board of Directors at the time of recommending/ declaring of Dividend.

Dividend Distribution Policy of the Company can be accessed at https://www.geoiit.com/StaticPdf/ Dividend%20Distribution%20Policy Rev28072023.pdf

The company follows a policy on remuneration of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees of the Company. The policy was approved by the Nomination & Remuneration Committee of the Company.

The Non-Executive Directors of the Company shall be entitled to receive remuneration by way of sitting fees for attending meeting of the Board and Committees thereof.

The remuneration to KMP's and SMP's and employees shall include direct remuneration and indirect remuneration primarily and strategic remuneration which can be performance linked and/or profit linked incentive.

Remuneration Policy of the Company can be accessed at https://www.geoiit.com/StaticPdf/Remuneration%20 Policy 30012025.pdf.

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business obiectives. The risks to which the Company is exposed are both external and internal. Your company

has formulated a Risk Management Policy to provide an integrated and standardized approach in managing all aspects of risk to which your Company is exposed. A Board- level Risk Management Committee monitors the Enterprise Risk Management Policy with participation from officers responsible for risk management and to take appropriate steps to ensure that these risks are at acceptable levels.

Your Company has laid down a Vigil Mechanism and formulated a Whistle Blower Policy in order to provide a framework for responsible and secure whistle blowing mechanism. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees.

All Directors and Employees of the Company are eligible to make protected disclosures under the Policy addressed to the Vigilance Officer of the Company in relation to matters concerning the Company. The company consistently educate stakeholders about the policy, ensuring a regular and systematic dissemination of information. We further affirm that, no employee of the Company was denied access to the Audit Committee.

The details on the Company's Whistle Blower Policy and Vigil Mechanism can be accessed at https://www. qeoiit.com/StaticPdf/Vigil%20Mechanism%20and%20 Whistle%20Blower%20Policy.pdf

The Corporate Social Responsibility Committee comprises of Mr. C J George - Chairman & Managing Director as Chairman, Mr. Binoy Varghese Samuel - Non - Executive Independent Director and Mr. A Balakrishnan - Executive Director as members. The Committee convened once during the financial year 2024-25. The Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating activities to be undertaken by the Company, which has been approved by the Board. The Company established a charitable trust namely Geojit Foundation and carry most of the CSR activities of the company through the foundation.

The Company has identified Education & Skill Development, Health, Social Inclusion and Environment as focus areas of engagement for CSR activities. The Company would also undertake other initiatives in compliance with Section 135 read with Schedule VII of the Companies Act 2013. The Annual Report on CSR activities is annexed herewith and marked as Annexure II to this report. The CSR Policy is available on website of the company at https://www.geoiit.com/StaticPdf/02 CSR%20Policy.pdf.

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 provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The Company conducts training programs to ensure awareness regarding prevention of sexual harassment in the workplace. As required under the Law, an internal complaints committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

Your Directors further state that during the year under review, no complaint was received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The scope and authority of the Internal Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee. The Company has appointed an external Internal Auditor and has a dedicated Internal Audit team who reports functionally to the Audit Committee of the Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit department. All significant audit observations and follow-up actions thereon were reported to the Audit Committee.

The Company's Board & Audit Committee reviews adherence to internal control systems, internal audit reports and legal compliances. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to Board for its approval.

Further, the Statutory Auditors of the Company also conducted audit of the Internal Financial Controls Over Financial Reporting of the Company as on March 31, 2025, and issued their report which forms part of the Independent Auditor's report.

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advices on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company's website.

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on an arm's length basis. During the year the company had not entered into any contract/ arrangement/transaction with any related party which could be considered material in accordance with the policy of the company on materiality of related party transactions. Disclosure in Form AOC-2 is given as Annexure III.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at https://www.geoiit.com/StaticPdf/ RPTPolicy 30012025.pdf

Your Directors draw attention of the members to Note 42 of the financial statements, which sets out related party disclosures.

The Company's head office is an energy efficient building consuming about 25 percent less energy and over 40 percent less water than conventional buildings of similar size. The company also ensures optimized and efficient energy management in all its offices, located across India. With the implementation of its digital initiatives the company has also substantially reduced its paper consumption.

The company has always leveraged technological innovations to improve its operational efficiency to satisfy and retain its customer base. Keeping in line with SEBI guidelines, the company has been automating the customer on-boarding process. This has enabled the Company to reduce time-consuming activities and complexity of physical on-boarding of clients.

The details regarding foreign exchange earnings and outgo are given as Annexure IV to this Report.

As a service Company, the Company's operations are heavily dependent on qualified and competent personnel. As on 31^st March 2025, the total strength of the Company's permanent employees stood at 2550 excluding trainees, casual & contract staff. Your Company takes significant effort in training all employees at various levels.

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure V to this Report.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of remuneration of top ten employees who have drawn remuneration not less than the limits specified in the Rules are available in the website of the Company at https://www.geoiit.com/ investor-relations.

As of March 31, 2025, the Company has two Employee Stock Option Schemes viz, ESOS 2017 and ESOS 2024. The Board of Directors of the Company has allotted total 23,557 equity shares of H 1/- each under ESOS 2016 and 2017 to its employees who exercised the stock options in accordance with the terms and conditions of ESOS.

During the year under review, the Company has not amended the terms of stock options granted under ESOS 2017 and ESOS 2024.

The existing Schemes ESOS 2017 and ESOS 2024 are in compliance with the Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013.

Details with respect to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on our website and can be accessed at https://www.geoiit.com/ StaticPdf/ESOS%20Disclosure AR2024-25.pdf.

As on 31^st March 2025, there are two agreements binding the Company:

a. Promotional Agreement entered into between Mr. C.J. George and Kerala State Industrial Development Corporation Limited ("KSIDCL”) dated

23^rd March, 1995 (“Promotional Agreement”). The salient features of the agreement inter alia include option to KSIDCL to sell its shares to the Promoter at higher of their market value or book value, KSIDCL and Promoter to support each other on all matters taken up at the board meetings and shareholder meetings.

b. Shareholders' Agreement entered into among Mr. C.J. George, Mrs. Shiny George, BNP Paribas S.A., BNP Paribas India Holding Private Limited and the Company on 22^nd January, 2016 (“Shareholders' Agreement”). The salient features of the agreement inter alia include initial Promoters to have right of first offer in the event of sale by BNPP, and BNPP to have right of first offer in the event of sale include initial Promoters, BNPP not entitled to appoint its nominee director on the board of the Company.

The details of the agreements are also available at https:// www.geoiit.com/StaticPdf/Reg%2030A Intimation PromoterAgreements.pdf.

Pursuant to the provisions of Section 124 of the Companies Act, 2013, money transferred to the Unpaid Dividend Account of the Company and which has remained unpaid or unclaimed for a period of seven years from the date of transfer has been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 125 of the said Act.

The Company holds a Demat Unclaimed Suspense Account with Geoiit Financial Services Limited for holding the unclaimed shares of the Company.

The voting rights on the shares held in Unclaimed Suspense Account shall remain frozen till the rightful owner of such shares claims the shares.

The Company does not accept deposits from the public as specified under Chapter V of the Companies Act 2013.

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

There have been no material changes or commitments between the end of the financial year and the date of this report affecting the financial position of the Company.

There is no change in the nature of business carried on by the Company. The Company has not changed the class of business in which the Company has an interest.

However, on December 13, 2024, the Company entered into a Business Transfer Agreement with Geojit Investments Limited (GIL), wholly owned subsidiary for the transfer of its securities broking business, including clearing and settlement operations, margin financing, depository participant services, and research analyst functions. Following the receipt of all requisite approvals from the relevant regulatory authorities, stock exchanges, and depositories, the Company completed the transfer of the aforementioned businesses to GIL on March 21, 2025, in accordance with the terms of the agreement

There have been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status of the Company's operations in future.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

The Company has complied with the Secretarial Standards on Board Meetings (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the ICSI.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a. Issue of equity shares with differential right as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESOS referred to in this report.

The Board of Directors expresses its sincere appreciation for the valuable guidance and support extended by the Securities and Exchange Board of India, Stock Exchanges, Commodity Exchanges, Depositories, and other Regulatory Authorities. The Board also acknowledges the continued cooperation received from the Kerala State Industrial Development Corporation Limited, our esteemed clients, and business partners. We look forward to their sustained encouragement in the future. The Board places on record its deep appreciation for the unwavering commitment and dedication demonstrated by employees across all levels of the organization. The Directors are also grateful to the shareholders for their continued trust, support, and confidence in the Company.