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

FINANCIAL RESULTS

(' In Lakhs)

DIVIDEND

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

OPERATIONS

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

Consolidated Results

Total income from operations on a consolidated basis for the Financial Year 2024-2025 was ' 3,074.31 lakhs
as against ' 4,961.71 lakhs for the Financial Year ended 2023-2024. The company registered a net profit of
' 1,456.99 lakhs on a consolidated basis as against a net profit of ' 2,678.53 lakhs for the Financial Year
2023-2024. There has been a net gain due to fair value changes amounting to ' 680.55 lakhs.

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

The Company also concluded a few mandates on Corporate Finance and Advisory. The Company also continued
its practice of providing services to Alternative Investment Funds (AIFs) as mandated by SEBI and issued more
than 50 Due Diligence Certificates for various AIFs.

OPERATIONS OF SUBSIDIARIES AND ASSOCIATE COMPANY

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

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

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

• Maple Leaf Trading and Services Limited - an associate company.

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

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

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

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

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

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial
statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated
financial statements along with relevant documents and separate audited accounts in respect of subsidiaries
are available on the website of the Company.

The financial statements of the subsidiary Companies are kept for inspection by the shareholders at the
Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statement
of its subsidiary companies to the shareholders upon their request. The statements are also available on the
website of the Company i.e. www.keynoteindia.net

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

The company has formulated a policy for determining ‘material’ subsidiaries and such policy is disclosed on
the company’s website at https://kevnoteindia.net/wp-content/uploads/2022/03/Material-Subsidiarv-Policv.pdf

TRANSFER TO RESERVES

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

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

LISTING WITH STOCK EXCHANGES

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

DEMATERIALIZATION

The Equity Shares of the Company can be held in dematerialized form. The Company has signed the tripartite
agreement with National Securities Depository Ltd. (NSDL), Central Depository Services (India) Ltd. (CDSL) and
existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders. The International
Securities Identification Number (ISIN), allotted to the Company is INE681C01015. The Equity Shares of the
Company are listed and traded on BSE and NSE. On BSE the equity shares of the Company are traded in
“B” segment. The Equity Shares of the Company are being traded in compulsory dematerialized mode. As on
March 31,2025, 98.54% of equity capital of the company is in dematerialized mode.

CHANGE IN THE SHARE CAPITAL OF THE COMPANY

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

PUBLIC DEPOSIT

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other
applicable provisions, if any, of the Companies Act, 2013, and the necessary rules made thereunder during the
year ended March 31,2025.

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

(A) Conservation of energy:

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

(B) Technology absorption:

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

(C) Foreign exchange earnings and Outgo:

a) The foreign exchange earnings ' 23.80 Lakhs (previous year ' 16.65 Lakhs).

b) The foreign exchange expenditure ' 6.79 Lakh (previous year ' 3.07 Lakh).

STATE OF AFFAIRS

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

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

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

DIRECTOR AND KEY MANAGERIAL PERSONNEL (KMP)

(i) Changes in Director and Key Managerial Personnel (KMP):

As of March 31,2025, the Company has six Directors on the Board, comprising Two Executive Directors,
One Non-Executive and Non-Independent Director, and Three Independent Directors on the Board of which
one is a Woman Director.

Appointment

• The Committee of Directors, based on the recommendation of the Nomination and Remuneration
Committee at its meeting held on May 2, 2024, has appointed Mr. Rakesh Choudhari (DIN: 00009093)
as a Non-Executive and Non-Independent Director of the Company. His appointment will be effective

from May 2, 2024 subject to approval by the Members at the General Meeting or within three months
from the date of appointment, whichever is earlier.

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

Retire By Rotation

Mr. Rakesh Choudhari (DIN- 00009093) retires by rotation and being eligible, offers himself a reappointment.
A resolution seeking Shareholder’s approval for his reappointment along with other required details forms part
of the notice.

Re-appointments

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

Resignation

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

Declaration of Independence

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

(ii) Board Evaluation

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

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

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

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

In a separate meeting of independent Directors, performance of non-independent directors, performance
of the board was evaluated, taking into account the views of executive directors and non-executive
directors.

The same was discussed in the board meeting that followed the meeting of the independent Directors, at
which the performance of the Board, its committees and individual directors was also discussed.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL

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

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEES

Your Board of Directors duly met six (6) times during the financial year, i.e. on May 2, 2024, May 30, 2024, August
12, 2024, November 14, 2024, January 21,2025, and February 14, 2025, in respect of which appropriate notices
were given and the proceedings were recorded and signed in the Minute Book maintained for the purpose. The
intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Audit Committee duly met four (4) times during the financial year i.e. on May 30, 2024, August 12, 2024,
November 14, 2024, and February 14, 2025, in respect of which appropriate notices were given and the
proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

The Nomination and Remuneration Committee duly met three (3) times during the financial year i.e. on
May 2, 2024, August 12, 2024, and February 14, 2025, in respect of which appropriate notices were given and
the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

The Stakeholders Relationship Committee duly met only once during the financial year on February 14, 2025,
in respect of which appropriate notice was given and the proceedings were properly recorded and signed in the
Minute Book maintained for the purpose.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the year ended March 31,2025, the applicable accounting
standards had been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the loss of the company for that period;

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

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

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

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

CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE

In terms of regulation 34(3) read with schedule V of the Listing Regulations, the Company has obtained a
Certificate from M. K. Saraswat & Associates LLP (Formerly known as M. K. Saraswat and Associates) Practicing

Company Secretaries confirming that none of the Directors on the Board of the Company have been debarred
or disqualified from being appointed or continuing as Directors of the Company either by the Securities and
Exchange Board of India or the Ministry of Corporate Affairs or any other Statutory Authorities. The said Certificate
is annexed as part of this Report.

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

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

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

EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company as on March 31,2025, is available on the Company’s website and can be
accessed at http://keynoteindia.net/investor-relations.

AUDIT REPORTS AND AUDITORS
AUDIT REPORTS
Statutory Audit Report

The observations made by the Statutory Auditors in their Report for the Financial Year Ended March 31,2025,
read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation
or comments from the Board under section 134(3) of the Companies Act, 2013. Further, pursuant to Section
143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed
in the Company by its officers or employees.

Secretarial Audit Report

The Secretarial Auditor has submitted their Report as on March 31, 2025. The Secretarial Audit Report is
annexed herewith as “Annexure B”

st

Further, the Secretarial Compliance Report for the financial year ended 31 March 2025 was obtained from
M. K. Saraswat & Associates LLP (Formerly known as M. K. Saraswat and Associates) Practicing Company
Secretaries, in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued there under,
pursuant to requirement of Regulation 24A of Listing Regulations. The said Report is annexed as part of this
Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. In addition to
the above, a report on secretarial compliance for the financial year ended March 31, 2025, is being submitted
to the Stock Exchanges.

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

AUDITORS
Statutory Auditors

S M S R & CO LLP Chartered Accountants, Mumbai (Firm Registration No. 110592W/W100094) was reappointed

as Statutory Auditors of the Company at 28^th Annual General Meeting which was held on September 29, 2021 to
hold the office as Statutory Auditor for second term of five (5) years from the conclusion of 28^th Annual General
Meeting till conclusion of 33^rd Annual General Meeting of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of the Company at their meeting held on 29^th May
2025, on the recommendation made by the Audit Committee, has appointed M. K. Saraswat & Associates LLP
(Formerly known as M. K. Saraswat and Associates) ["MK"] as the Secretarial Auditors of the Company to
undertake the Secretarial Audit for Financial Year 2024-25, based on consent received from MK.

Pursuant to a recent amendment in the Listing Regulations, every listed entity and its material unlisted subsidiaries
incorporated in India shall undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed
Company Secretary. Further, the Company can appoint a Secretarial Audit firm as Secretarial Auditor for not more
than two terms of 5(five) consecutive years, with the approval of its shareholders in its Annual General Meeting.

In this regard, the Board of Directors in their meeting held on May 29, 2025, based on the recommendation
made by the Audit Committee and subject to the approval of shareholders in the ensuing AGM, have appointed
MK. a peer reviewed firm of Company Secretaries in Practice, as the Secretarial Auditors of the Company for
first term of 5 (five) consecutive financial year, to undertake the Secretarial Audit from Financial Year 2025-26
to Financial Year 2029-30, based on consent received from MK.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors
and Employees to report genuine concerns has been established. Further, in terms of Regulation 9A of SEBI
(Prohibition of Insider Trading) Regulations, 2015, listed companies shall have a whistle blower policy and make
employees aware of such policy to enable employees to report instances of leak of unpublished price sensitive
information.

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

The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any
complaints under this policy. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the website of
the Company at https://kevnoteindia.net/wp-content/uploads/2025/08/Whsitle-Blower-Policv.pdf

RELATED PARTY TRANSACTIONS

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary
and normal course of business and at arm’s length as part of its philosophy of adhering to highest ethical
standards, transparency, and accountability. In line with the provisions of the Companies Act, 2013 and the
Listing Regulations, the Board has approved a policy on related party transactions. The policy on related party
transactions has been placed on the Company’s website at https://keynoteindia.net/wp-content/uploads/2025/06/
Related-Party-Transaction-Policy.pdf

Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are
foreseeable and of a repetitive nature. All related party transactions are placed on a quarterly basis before the
Audit Committee and before the Board for review and approval. All contracts, arrangements and transactions
entered by the Company with related parties during financial year 2024-2025 were in the ordinary course of
business and on an arm’s length basis. There were no contracts, arrangements or transactions entered during
the financial year 2024-2025 that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly,
the prescribed Form AOC-2 is not applicable to the Company for the financial year 2024-2025 and hence does

not form part of this report. Your company has also adopted the policies as per the amendments in SEBI (LODR)
Regulations in respect of Related Party Transactions.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and
all employees in the course of day-to-day business operations of the company. The Code has been placed on
the Company’s website at https://keynoteindia.net/wp-content/uploads/2022/03/Code-of-Conduct-for-Board-of-
Directors-and-Senior-Management-1.pdf

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

RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 17 of Listing Regulations the Company
has formulated risk management policy and the same has been placed on the company’s website at https://
keynoteindia.net/wp-content/uploads/2022/03/Risk-Management-Policy.pdf

At present the company has not identified any element of risk which may adversely affect functioning of the Company.
PREVENTION OF INSIDER TRADING

You Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and
their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015. The code inter alia lays down the procedures to be followed by designated
persons while trading/ dealing in Company’s shares and sharing unpublished price sensitive information (“UPSI”).
The code covers the Company’s obligation to maintain a digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes
code for practices and procedures for fair disclosure of unpublished price sensitive information which has been
made available on the Company’s website at https://keynoteindia.net/wp-content/uploads/2025/06/Code-of-
Conduct-to-Regulate-Monitor-and-Reporting-by-Insiders-PIT.pdf

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

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

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

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

a) Transfer of Unclaimed Dividend to IEPF:

As required under section 124 of the Act, the unclaimed dividend amount of ' 1,66,726/- (Rupees One
Lakh Sixty Six Thousand Seven Hundred Twenty-Six only) pertaining to the Financial Year 2016-2017 lying
with the Company for a period of seven years was transferred during the financial year 2023-2024 to the
Investor Education and Protection Fund (IEPF) on 25^th October, 2024.

b) Transfer of Equity Shares to IEPF:

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

The Company sends communication in this respect to concerned shareholders from time to time as may
be necessary. Shareholders are requested to Contact Company or RTA to encash the unclaimed dividend
and in case any pending legal disputes, provide certified copy of order from Court/Authority restraining
transfer, payment of dividend etc. During the financial year 2023-2024 Company transferred 6100 Equity
Shares to the Investor Education and Protection Fund (IFPF) Authority on 6^th November, 2024.

c) The details of Dividends paid by the Company and the proposed dates of transfer of unclaimed/un-encashed
dividends to the IEPF Authority are as under:

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under and
can be accessed on Company’s website at https://kevnoteindia.net/wp-content/uploads/2024/04/POSH-Policv.pdf

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

During the Financial Year 2024-2025, the Company has not received any complaint on sexual harassment.

GENERAL DISCLOSURES

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

The Company has not issued any shares with differential rights and hence no information as per provisions
of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

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

The Company has not issued any sweat equity shares during the year under review and hence no information
as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

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

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

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

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

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and
supportive workplace for women employees. All eligible women employees are provided with maternity benefits as
prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection
from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment
or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to
uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the
gender composition of its workforce as on March 31,2025. Male Employees: 15, Female Employees: 13 and
Transgender Employees: NIL

ACKNOWLEDGMENT

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

For and on behalf of the Board
Keynote Financial Services Limited

Sd/- Sd/-

Vineet Suchanti Rinku Suchanti

Date: August 14, 2025 Managing Director & CFO Director

Place: Mumbai DIN: 00004031 DIN: 00012903