Geojit Financial Services Ltd Directors Report

FINANCIAL HIGHLIGHTS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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.)

REVIEW OF PERFORMANCE

On a consolidated basis your company earned a total income of 623.97 crores for the financial year, profit before exceptional item and tax of 191.97 crores and a net profit of 149.38 crores.

On a standalone basis, your Company has recorded a total income of 599.55 crores for the financial year ended 31^st March 2024. The profit before exceptional item and tax is 178.76 crores and the net profit after tax is 133.94 crores. Basic earnings per share work out to 5.60 compared to 3.75 in the previous year.

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

DIVIDEND

The Board at their meeting held on 30 ^th April 2024 has recommended a final dividend of 1.50 per equity share for the financial year 2023-24. 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 12, 2024.

CONSOLIDATED FINANCIAL STATEMENTS

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.

STATE OF COMPANYS AFFAIRS AND OPERATIONS

Geojit Financial leverages its advanced trading platforms, domain knowledge, and a broad national presence to guide investors towards long-term wealth creation. It offers a comprehensive suite of products and services designed to help clients build their financial portfolios.

Looking beyond traditional brokerage services, which can be cyclical in nature, the company is progressively increasing its non-brokerage income streams. Further, to capitalize on digitization and enhance returns, it has made significant investments in IT, towards streamlining onboarding processes and enhancing customer service.

These initiatives have yielded impressive results. In FY 2023-24, Geojit Financial attracted 1,08,759 new clients, bringing its total customer base to 13,88,900. Furthermore, assets under management and custody climbed to 93,091 crore, a significant increase from

TRANSFER TO RESERVE

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

INCREASE IN SHARE CAPITAL

During the year under review, the paid-up share capital of the Company increased from 23,90,92,702/- divided into 23,90,92,702 equity shares of 1/- each to 23,91,44,482/- divided into 23,91,44,482 equity shares of 1/- each, consequent to the issue of 51,780 equity shares to employees upon exercise of stock options under Employee Stock Option Scheme-2016 & Employee Stock Option Scheme-2017 of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2024, following are the subsidiaries/ associates/joint ventures of the Company:

Subsidiaries: i. Geojit Credits Private Limited ii. Geojit Technologies Private Limited iii. Geojit Techloan Private Limited iv. Geojit IFSC Limited v. Geojit Investments Limited vi. Qurum Business Group Geojit Securities LLC

Joint Ventures: i. Barjeel Geojit Financial Services L.L.C ii. Aloula Geojit Capital Company (under process of liquidation)

Associates: 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 II 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 2023-24 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 Companys website at www.geojit.com. Further, the financial statements of the subsidiaries are also placed on the Companys website at www.geojit.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 iof the subsidiary companies may write to the Company Secretary at companysecretary@geojit.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Inductions

There was no appointment of Directors during the year 2023-24.

II. Re-appointments, Retirements and Cessation

As per the provisions of the Companies

Act, 2013, Mr. Satish Ramakrishnan Menon (DIN: 02277331), retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board recommends his re-appointment.

Mr. A Balakrishnan (DIN: 00050016) was reappointed as Whole-time Director (Executive) w.e.f. 02.08.2023 for a period of three years vide Postal Ballot ordinary resolution dated 04.10.2023.

Mr. Satish Ramakrishnan Menon (DIN: 02277331) was re-appointed as Whole-time

Director (Executive) w.e.f. 02.08.2023 for a period of three years vide Postal Ballot ordinary resolution dated 04.10.2023.

Mr. Rajan Krishnanath Medhekar (DIN: 07940253) was appointed as Non-Executive Independent Director w.e.f.

30.01.2021. His term expired on 29.01.2024 and was re-appointed as Non-Executive Independent Director w.e.f. 31.01.2024 for a period of three years vide Postal Ballot special resolution dated 06.04.2024.

BOARD MEETINGS

The Board of Directors met 6 (six) times in the financial year 2023-24. The details of the Board meetings and the attendance of the Directors are provided in the

Corporate Governance Report.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Audit Committee is constituted with five Non- Executive Independent Directors comprising of Mr. R Bupathy as the Chairman, Mr. Radhakrishnan Nair, Mr. Mahesh Vyas, Mr. M P Vijay Kumar and Prof. Sebastian Morris as other Committee Members. The Committee met 9 (nine) times in the financial year 2023-24. The details of meetings and the attendance of the Directors are provided in the Corporate

Governance Report.

COMPOSITION AND MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee constituted with four Non- Executive Independent

Directors comprising of Mr. Mahesh Vyas as the

Chairman, Mr. R.Bupathy, Mr. Radhakrishnan Nair, Prof. Sebastian Morris as other Committee Members. The Committee met 3 (three) times in the financial year 2023-24. The details of meetings and the attendance of the Directors are provided in the Corporate

Governance Report.

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee constituted with Mr. R Bupathy - Non Executive Independent Director as Chairman, Mr. C J George - Managing Director & CEO and Mr. A Balakrishnan - Executive Director as other committee members. The Committee met 2 (two) times in the financial year 2023-24. The details of meetings and the attendance of the Directors are provided in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

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, w h ich 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.

CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

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 Companys website.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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 Companys familiarization programme for Independent Directors can be accessed at https:// www.geojit.com/investor-relations.

DECLARATION BY INDEPENDENT DIRECTORS

The Company h as received n ecessary 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.

DIRECTORS RESPONSIBILITY STATEMENT

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, 2024, the applicable accounting standards have been followed and there are no material departures from the same; ii. the Directors h ave 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,

2024 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.

POLICY RELATING TO DIRECTORS APPOINTMENT

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.

MANAGEMENTS DISCUSSION & ANALYSIS

The Managements Discussion and Analysis is given separately and forms part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In c ompliance 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 9 ESG attributes forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company h as 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.

ANNUAL RETURN

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, 2024, is available on the Companys website and can be accessed at www.geojit.com.

SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Satheesh & Remesh - Company Secretaries in Whole-time Practice, Kochi as the Secretarial Auditor for the financial year 2023-24. The report of the Secretarial Auditor for the FY 2023-24 is annexed to this report as Annexure I.

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

AUDITORS

At the Annual General Meeting held on July 30, 2021, M/s. B S R & Associates LLP, Chartered Accountants, were re-appointed 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.

Statutory Auditors Report:

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

Details of Frauds reported by Auditors:

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

COST RECORD AND AUDIT

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, 2024.

DIVIDEND DISTRIBUTION POLICY

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 h ighlighted 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 h ttps:// www.geojit.com/StaticPdf/ Dividend%20Distribution%20Policy_Rev28072023.pdf

REMUNERATION POLICY

The c ompany 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 w ay of sitting fees for attending meeting of the Board and

Committees thereof.

The remuneration to KMPs and SMPs 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.geojit.com/StaticPdf/Remuneration%20 Policy.pdf.

RISK MANAGEMENT POLICY

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. 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.

WHISTLE BLOWER POLICY & VIGIL MECHANISM

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 companys 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 Companys Whistle Blower Policy and Vigil Mechanism can be accessed at h ttps:// www.geojit.com/StaticPdf/Vigil%20Mechanism%20 and%20Whistle%20Blower%20Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee comprises of Mr. C J George - Managing Director & CEO as Chairman, Mr. R Bupathy - Non Executive

Independent Director and Mr. A Balakrishnan - Executive Director as members. The Committee met 2 (two) times during the year 2023-24. 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.geojit. com/csr-policy.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at w orkplace in line w ith 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, one complaint was received and disposed during the year 2023-24 pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

INTERNAL CONTROL SYSTEM

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 Companys 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,

2024, and issued their report which forms part of the Independent Auditors report.

INSIDER TRADING REGULATIONS

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 Companys website.

RELATED PARTY TRANSACTIONS

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 arms length basis. During the year the company had n ot 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 Companys website at https://www.geojit.com/StaticPdf/GFSL%20-%20 Final%20approved%20RTP%20Policy.pdf

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

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

The Companys 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.

HUMAN RESOURCES

As a service Company, the Companys operations are heavily dependent on qualified and competent personnel. As on 31^st March 2024, the total strength of the Companys permanent employees stood at 2568 excluding trainees, casual & contract staff. Your Company takes significant effort in training all employees at various levels.

PARTICULARS OF EMPLOYEES

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 with the Company and in terms of provisions of Section

136(1) of the Act, this report is being sent to the members without this detail and any member desirous of obtaining information may write to the Company and the same shall be provided through electronic mode till the date of the ensuing Annual General Meeting.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

As of March 31, 2024, the Company has two Employee

Stock Option Schemes viz, ESOS 2016 and ESOS 2017. The Board of Directors of the Company has allotted total 51,780 equity shares of 1/- each under ESOS 2016 and ESOS 2017 to its employees who exercised the stock options on various dates at various exercise prices 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 2016 and ESOS 2017.

The existing Schemes ESOS 2016 and ESOS 2017 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.geojit.com/StaticPdf/ESOS%20

Disclosure_AR2023-24.pdf.

DISCLOSURE RELATED TO THE AGREEMENTS BINDING THE COMPANY

As on 31^st March 2024, 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 s alient features of the agreement inter alia include option to KSIDCL to sell its shares to the nd 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 January, 2016 (“Shareholders Agreement”). The salient features of the agreement inter alia include 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 by 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.geojit.com/StaticPdf/Reg%2030A_ Intimation_PromoterAgreements.pdf.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

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.

DETAILS WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT

The voting rights on the shares held in Unclaimed

Suspense Account shall remain frozen till the rightful owner of such shares claims the shares.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered u n der

Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred during the year 2023-24 or between the end of the financial year of the Company to the date of the report which affect the financial position of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

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

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

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 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.

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.

COMPLIANCE WITH SECRETARIAL STANDARDS OF THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company h as complied w ith the Secretarial Standards on Board Meetings (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the ICSI.

GENERAL

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.

ACKNOWLEDGEMENTS

Your Directors w ish to acknowledge the valuable guidance and assistance received from Securities and Exchange Board of India, Stock Exchanges, Commodity Exchanges, Depositories & other Regulatory Authorities, Kerala State Industrial Development Corporation Limited, our clients and business partners. We look forward to receiving their continued support and encouragement. The Board of Directors wishes to extend their thanks and appreciation and express their gratitude for the continuing commitment and dedication of employees at all levels. The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.