Share Wealth

Year End :2024-03

The directors are pleased to present the Annual Report of your company together with the Audited Standalone and Consolidated Financial Statements of your company for the financial year ended, March 31, 2024.

1. Summary of Financial Results:

The summary of the financial results of the Company for the year under review is as under:

Particulars	Standalone (Rs. in Lacs)		Consolidated (Rs. in Lacs)
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue	10,807.34	7,711.65	10,863.73	7,831.16
Other Income	33.74	62.18	33.85	62.57
Expenses	6,168.02	4,434.34	6,224.29	4,545.44
EBITDA	4,639.32	3,277.30	4,639.44	3,285.72
Finance costs	-	-	-	-
Depreciation and amortization expense	83.73	40.18	86.59	54.73
Profit before tax	4,589.32	3,299.31	4,586.69	3,293.56
Tax Expenses	1,166.39	812.28	1,171.29	821.52
Profit for the year	3,422.95	2,487.03	3,415.41	2,472.04
Other Comprehensive Income/(Loss)	(10.14)	(27.06)	(10.14)	(27.06)
Total Comprehensive Income for the year	3,412.81	2,459.97	3,405.27	2,444.98

2. Performance of your company:

Consolidated Financial Highlights

The audited consolidated financial statement of your company as on 31st March, 2024 prepared in accordance with the Generally Accepted Accounting Principles in India, relevant applicable regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provision of Companies Act, 2013 forms part of this Annual report.

The Key Aspect of your company's consolidated financial performance during the financial year 2023-24 are as follows:

Operational Highlights: The consolidated revenue of the company from Sales is Rs. 10,863.73 lacs as compared to Rs. 7,831.16 lacs in the previous year.

Financial Highlights: The consolidated profit of the company is Rs. 3,415.41 lacs as compared to Rs. 2,472.04 lacs in the previous year.

Standalone Financial Highlights:

Operational Highlights: The standalone revenue of the company from Sales is Rs. 10,807.34 lacs as compared to Rs. 7,711.65 lacs in the previous year.

Financial highlights: The standalone profit of the company is Rs. 3,422.95 lacs as compared to Rs.

2,487.03 lacs in the previous year.

3. Changes in Share Capital

During the year under review, there were no changes in the share capital of the company.

4. Dividend

During the year under review, your company have declared and paid the dividends as follows:

a. Final Dividend for FY 2022-23 of Rs. 8/- (Rupees Eight) per share was declared on April 23, 2023.

b. 1st Interim Dividend FY 2023-24 of Rs. 7/- (Rupees Seven) per share was declared on October 15, 2023.

c. 2nd Interim Dividend FY 2023-24 of Rs. 7.50/- (Seven rupees and fifty paise) per share was declared on January 18, 2023.

d. 3rd Interim Dividend FY 2023-24 of Rs. 5/- (Rupees five) per share was declared on March 13, 2023.

5. Transfer to Investor Education and Protection Fund (IEPF)

No Funds or shares were required to transferred to Investor Education and Protection Fund during the year under review.

6. Transfer to Reserves

During the period under review, the company didn't transfer any amount to the Reserves. The consolidated balance of retained earnings as on 31 March 2024 stood at Rs 1197.62 lakhs against opening balance of Rs. 1052.74 lakhs

7. Deposit

During the year under review your company has not accepted any deposits pursuant to the provisions of Section 73 to 76 of the Companies Act, 2013.

8. Changes in nature of business

There is no significant change made in the nature of the company during the financial year under review.

9. Material changes and commitment affecting financial position of your Company

There are no material changes and commitments, affecting the financial position of your Company which has occurred between the end of the financial year of the Company i.e., March 31, 2024 and the date of Directors' Report.

10. Foreign Exchange Earnings and Outflow

During the year, the total foreign exchange used was Rs.58.75 lacs and the total foreign exchange earned was Rs. 8,684.24 lacs.

11. Conservation of energy and technology absorption

The details of conservation of energy and technology absorption are not applicable to the company hence not furnished

12. Particulars of Holding, Subsidiary and Associate Companies

The Board reviews the affairs of the Company's subsidiaries and associates at regular intervals. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company which form part of this Annual Report. Further, a statement containing salient features of the Financial Statements of the Company's subsidiary is given in prescribed Form AOC-1, enclosed as Annexure-J which forms part of this Annual report. The said Form also highlights the financial performance of the subsidiary company included in the Consolidated Financial Statements.

In accordance with section 136(1) of the Companies Act, 2013, the Financial Statements of the subsidiary company are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturday, Sunday and Public Holiday. Any person desirous of obtaining said financial statement may write at cs@ksolves.com.

13. Risk Management and Internal Control System

Our company is exposed to a range of external as well as internal risks that have a significant impact on its performance. In order to efficiently manage such risk, the Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Our robust internal control system, for minimizing the risk, propels our culture of informed and responsible risk handling for attaining the organizational objectives with optimum utilization of resources.

14. Related Party Transactions

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

No material Related Party Transactions, i.e., transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2, enclosed as Annexure-K is not applicable.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm's length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Significant and material orders passed by the regulators or courts

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

16. Particulars of loans, guarantees or investments

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the financial statements.

17. Directors and Key Managerial Personnel Board of Directors

As on the end of financial year under review, the Board of the Company comprises of Six (06) Directors; One Managing Director, one Whole-time Director and remaining four being Independent Directors. As on March 31, 2024, the Board of the company constitutes of the following directors:

S. N	Name of Director	DIN Number	Designatio n
1.	Mr. Ratan Kumar Srivastava	05329338	Chairman and Managing Director
2.	Ms. Deepali Verma	05329336	Whole-time Director
3.	Ms. Varsha Choudhry	08969362	Independent Director
4.	Mr. Varun Sharma	09132886	Independent Director
5.	Ms. Sushma Samarth	03514831	Independent Director
6.	Mr. Vineet Krishna	07200342	Independent Director

There were no changes in the directorship during the year.

Change in Designation

During the year under review, there was no Change in Designation occurred in the company.

Key Managerial Personnel

In accordance to the provision of Section 2(51) read with Section 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as on the date of this report and at the end of financial year under review, Mr. Ratan Kumar Srivastava is the Managing Director of the Company, Ms. Manisha Kide is the Company Secretary and Compliance officer of the Company and Mr. Umang Soni is the Chief Financial Officer of the Company

During the year under review, there were no changes occurred in the Key Managerial Personnel of the Company:

i. Retire by Rotation- Ms. Deepali Verma

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors of the company are liable to retire by rotation, and if eligible, they can offer themselves for the re-appointment. In this Annual General Meeting, Ms. Deepali Verma (DIN: 05329336), Executive and Whole-time Director of the Company is liable to retire by rotation and being eligible to offer herself for re-appointment.

ii. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations") The Board has adopted a process for evaluating its performance and effectiveness as well as that of its Committees and carried out an annual evaluation of its own performance, Board Committees and the Directors individually. The Board and the Nomination & Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. The evaluation criteria included various aspects such as, functionality of Board, compositions, process & procedures including adequate & timely information, attendance, delegation of responsibility, decision making, roles & responsibility including monitoring, benchmarking, feedback relationship with the stakeholders and as provided by the Guidance Note on Board Evaluation issued by SEBI dated January 05, 2017. In a separate meeting of the Independent Directors held on January 18, 2024, performance of the Non-Independent Directors, the Board as a whole and the Chairman was also evaluated, on the basis of pre-set criterion. During the year, Board Evaluation cycle was completed by the Company internally which included the Evaluation of the Board as a whole, Board Committees and Peer Evaluation of the Directors. The Board was satisfied with the contribution of directors, in their respective capacities and as a team.

iii. Nomination and Remuneration Policy

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonize the aspiration of human resources consistent with the goals of the Company.

The Remuneration Policy has been updated on the website of the Company at https://www.ksolves.com/assets/pdf/5-Policies/6-Nomination-and-Remuneration-Policy.pdf

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-D forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

iv. Details of Director's Remuneration

The information relating to remuneration paid to directors as required under Section 197(12) of Companies Act, is given under Annexure-C.

v. Certificate of Practicing Company Secretary

The Company has obtained a certificate from M/s MSV & Associates, Practicing Company Secretary, Jaipur stating that none of the Directors on the Board of the Company have been debarred/ disqualified from being appointed / continuing as Directors of any company, by the SEBI and Ministry of Corporate Affairs or any such Statutory authority, under Annexure- H.

18. Declaration by Independent Directors

The company has received necessary declaration from the Independent Directors as required under Section 149(7) of the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and that of LODR Regulations. Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.

In the opinion of Board, the Independent Directors of the company possess the integrity, requisite experience and expertise, relevant for the industry in which the company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Director's Databank of the Indian Institute of Corporate Affairs. The online proficiency self- assessment test conduct by the said institute is yet to be passed by them.

19. Meeting of Board of Directors and Compliance to Secretarial Standard

The Board of Directors of the Company met seven (7 ) times during the year i.e., on April 23, 2023, June 24, 2023, June 30, 2023, July 15, 2023, October 15, 2023, January 18, 2023, March 13, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General meetings) during the year.

Attendance of Directors during the Board Meeting for FY 2023-24.

S. N	Name of Director	No. of meeting attend ed	No. of meeting eligible to attaend/held
1.	Mr. Ratan Kumar Srivast ava	7	7
2.	Ms. Deepali Verma	7	7
3.	Mr. Varun Sharma	7	7
4.	Ms. Varsha Choudhry	7	7
5.	Ms. Sushma Sama rth	7	7
6.	Mr. Vineet Krishna	7	7

20. General Meeting

During the period under review, the Annual general meeting of the company was held on July 23, 2023. There was no Extraordinary general meeting held during the period under review.

21. Postal Ballot

During the period under review, no agenda was transacted through postal ballot.

22. Board Committees

With a view to have more focused attention on business and for better governance and accountability, the Board has the following committees as on March 31, 2024:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairman of the Committee. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes and proceedings of the meetings of all Committees are placed before the Board for review. The Minutes of the Committee Meetings are sent to all members of the Committee individually and tabled at the Board Meetings. Following are the details of Board Committees:

Audit Committee

The Audit Committee of the Board of Directors was constituted in conformity with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as well as Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee are as set out in conformity with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The composition of the Audit Committee is as on March 31, 2024 as follows:

S.No	Name of Directo r	Designation	Nature of Directorship
1.	Mr. Varun Sharma	Chairman	Non-ExecutiveIndependent Director
2.	Ms. Varsha Choudhry	Member	Non-ExecutiveIndependent Director
3.	Mrs. Deepali Verma	Member	Whole time Directo r
4.	Mr. Vineet Krishna	Member	Non ExecutiveIndependent Director

i. Oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

iv. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval;

v. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with particular reference to;

Ý matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

Ý changes, if any, in accounting policies and practices and reasons for the same;

Ý major accounting entries involving estimates based on the exercise of judgment by management

Ý ignificant adjustments made in the financial statements arising out of audit findings;

Ý compliance with listing and other legal requirements relating to financial statements;

Ý disclosure of any related party transactions;

Ý modified opinion(s) in the draft audit report;

vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

vii. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;Approval or any subsequent modification of transactions of the listed entity with related parties;

viii. Approval or any subsequent modification of transactions of the listed entity with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow up there on;

xv. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

xvi. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

^xvii. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

xviii. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

^xix. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

xx. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

^xxi. To review the functioning of the whistle blower mechanism;

xxii. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and;

xxiii. Audit committee shall oversee the vigil mechanism.

xxiv. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

^xxv. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI Listing Regulations 2015.

Further, the Audit Committee shall mandatorily review the following:

i. Management discussion and analysis of financial condition and results of operations;

ii. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

iii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iv. Internal audit reports relating to internal control weaknesses; and

v. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

vi. Statement of deviations:

? Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

? Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

The Nomination and Remuneration Committee of the Board of Directors is in conformity with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as well as Section 178 of the Companies Act, 2013. The composition of the Nomination and Remuneration Committee is as on March 31, 2024 is as follows:

S.No	Name of Director	Designatio n	Nature of Directorship
1.	Mr. Vineet Krishna	Chairman	Non-Executive Independent Director
2.	Ms. Varsha Choudhry	Member	Non-Executive Independent Director
3.	Ms. Sushma Samarth	Member	Non-Executive Independent Director

Terms of reference of the Nomination and Remuneration Committee:

i. Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance;

ii. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees;

iii. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

iv. Devising a policy on diversity of board of directors;

v. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

vi. Determine our Company's policy on specific remuneration package for the Managing Director / Executive Director including pension rights;

vii. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;

viii. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

ix. Decide the amount of Commission payable to the Whole Time Directors;

x. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and

xi. To formulate and administer the Employee Stock Option Scheme.

The Company has constituted a Stakeholders' Relationship Committee pursuant to provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The composition of Stakeholders' Relationship Committee as on March 31, 2024 is as follows:

S.No	Name of Director	Designation	Nature of Directorship
1.	Ms. Sushma Samarth	Chairperson	Non-Executive-Independent Director
2.	Mr. Varun Sharma	Member	Non-Executive-Independent Director
3.	Mr. Ratan Kumar Srivastava	Member	Chairman & Managing Director

Terms of reference of Stakeholders' Relationship Committee:

i. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

ii. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

iii. Review the process and mechanism of redressal of Shareholders' /Investor's grievance and suggest measures of improving the system of redressal of Shareholders' /Investors' grievances.

iv. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

v. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

vi. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

vii. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

viii. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

The Company has constituted a Corporate Social Responsibility Committee pursuant to provisions of Section 135 of the Companies Act, 2013. The composition of Corporate Social Responsibility Committee as on March 31, 2024 is as follows:

S.No	Name of Director	Designation	Nature of Directorship
1.	Ms. Deepali Verma	Chairperson	Whole-time Director
2.	Ms. Varsha Choudhry	Member	Non-Executive-Independent Director
3.	Mr. Vineet Krishna	Member	Non-Executive-Independent Director

23. Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at

https://www.ksolves.com/wp-content/uploads/2024/08/Annual-Return-2023-24.pdf

24. Directors' Responsibility Statement

Your Company's Directors make following statement in terms of sub-section (5) of Section 134 of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

i. That in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. That such accounting policies, as mentioned in the Financial Statements as 'Significant Accounting Policies' have been selected and applied consistently and judgments and estimates have been made 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. That proper and sufficient care has been taken 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. That the annual financial statements have been prepared on a going concern basis;

v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi. That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

25. Auditors

i. Statutory Auditors

The members at the 6th Annual General Meeting held on April 29, 2020 appointed M/s A Y & Co., Chartered Accountants, Jaipur, having FRN: 020829C as Statutory Auditors of the Company until the Conclusion of the Annual General Meeting of the Company for the year ended March 31, 2024. The company is seeking the approval of the members of the company in this 10th annual general meeting to re-appoint M/s A Y & Co., Chartered Accountants as the statutory auditors of the company for the further period of 5 years i.e till the conclusion of the Annual General Meeting to be held for the financial year ending March 31, 2029.

ii. Auditors Report

The report of the Statutory Auditors along with Notes to Accounts is enclosed to this report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments. There is no fraud reported by the Auditors of the company.

iii. Secretarial Auditor Change in Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the company has appointed M/s MSV and Associates, Jaipur as the Secretarial Auditors of the company for financial year 2023-24. The Report of the Secretarial Audit for F.Y. 2023-24 is attached herewith as Annexure-B. There are no qualifications, observations or adverse remark or disclaimer in the said report.

iv. Internal Auditor

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. RSAV & Co., Chartered Accountants, Noida have been appointed as an Internal Auditors of the Company for Financial Year 2023-24. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

26. Report on Corporate Governance

In terms of regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance along with Compliance Certificate issued by Company Secretary in Practice in terms of Part E of schedule V of the said regulations of the Company forms part of this Annual Report and marked and annexed as Annexure-I.

27. Management Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure E".

28. Vigil Mechanism and Whistle Blower Policy

The Company has constituted an audit committee, therefore it is also mandatory for such Committee to operate the vigil mechanism, and if any of the members of the committee have a conflict of interest in a given case, they should rescue themselves and the others on the committee would deal with the matter on hand, to whom other directors and employees may report their concerns. It provides adequate safeguard against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee or the director nominated to play the role of audit committee, as the case may be, in exceptional cases. The existence of the mechanism may be appropriately communicated within the organization. The detailed Vigil Mechanism and Whistle Blower Policy is available on the website of the company on the following link https://www.ksolves.com/assets/pdf/5-Policies/11.Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

29. Reporting on Sexual Harassment

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for staff and secure environment for women employee.

No. of complaints filed during the Financial year	No. of complaints disposed of during the Financial year	No. of Complaints pending as on end of the Financial year
Nil	Nil	Nil

30. Business Responsibility Report

As stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Business Responsibility Statement ("BRR") describing the initiatives taken by the company from an environmental, social and governance perspective is not applicable to your company as per the exemptions provided under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. However, the company is continuously extending its efforts to adhere with different standards and parameters set in this regard and shall present a report, once applicable to the company.

31. Equal Employment Opportunities

Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees are treated fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), color, creed, age, national origin, physical or mental disability, citizenship status, ancestry, marital status, veteran status, political affiliation, or any other factor protected by law. All decisions regarding employment will be taken based on merit and business needs only.

32. Policy on Code of Conduct and Ethics

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Business Conduct Ethics for Director & Senior Management Executive policy. As an organization your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Code of conduct applicable to all the employees of your Company and conducted various awareness sessions across the Company. The Code provides for the matters related to governance, compliance, ethics and other matters. In this regard certificate from Managing Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure - F.

The detailed Code of Business Conduct Ethics for Director & Senior Management Executive policy available on below link:

www.ksolves.com/wp-content/uploads/2024/01/4-Code-of-Conduct-for-Director-and-Senior-Exec

utives.pdf

33. Maintenance of Cost Records

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the company having regards to the nature of the Company's business/ activities.

34. Corporate Social Responsibility

The CSR initiatives of the Company were under the thrust areas of health & hygiene, education, water management and enhancement of vocational training. The key objective is to provide providing food, cloth for eradicating hunger, poverty and malnutrition, contribute and support to financially weak people and provide training to children on case-to-case basis.

The Company's CSR Policy statement and annual report on the CSR activities undertaken during the financial year 2023-24 in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure A to this report.

35. MD and CFO Certification

In terms of Regulation 17(8) of the Listing Regulations, the Managing Director and CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2023-24. The certificate received from CFO is attached herewith as per Annexure - G.

36. Listing Fees

The Company affirms that the annual listing fees for the year 2023-24 to The National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) has been duly paid.

37. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

38. 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

There are no such instances and no settlements have been done with banks or financial institutions.

39. Appreciation and acknowledgement

The Board wishes to place on record their sincere appreciation to all the Ksolvian and acknowledge with gratitude for the efforts made by them, in for adopting the Vision, Mission and values of the Company. The board immensely thank all the Departments of Central and State Governments, Tax Authorities, Banks, Ministry of Corporate Affairs, Securities and Exchange Board of India, The National Stock Exchange of India Limited (NSE) , BSE Limited (BSE) and other governmental bodies and look forward to their continued support in near future. The board also places on record deep sense of appreciation and co- operation extended by bankers, shareholders, investors and all other stakeholders, other bodies or agencies for their continued and consistent support to the company during the year.